SPECIFIC PERFORMANCE OR ANY OTHER MODE OF
INJUNCTIVE AND/OR OTHER EQUITABLE RELIEF TO ENFORCE ITS RIGHTS UNDER SECTION 6,
INCLUDING, BUT NOT LIMITED TO, AN ORDER RESTRAINING ANY FURTHER VIOLATION OF
SUCH COVENANTS, OR ANY OTHER RELIEF A COURT MIGHT AWARD, WITHOUT THE NECESSITY
OF THE POSTING OF ANY BOND OR FURNISHING OF OTHER SECURITY, AND THAT SUCH
INJUNCTIVE RELIEF SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHTS OR
REMEDIES TO WHICH THE COMPANY MAY BE
7
ENTITLED.
THE COVENANTS IN SECTIONS 6 SHALL RUN IN FAVOR OF THE COMPANY AND ITS
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF SECTION 6 AND THIS SECTION 7 SHALL
SURVIVE THE TERMINATION OF THE EMPLOYMENT PERIOD.
(b)
It is the desire and intent of the parties hereto that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which
enforcement is sought.
Accordingly, to the extent that a restriction contained
in this Agreement is more restrictive than permitted by the laws of any
jurisdiction where this Agreement may be subject to review and interpretation,
the terms of such restriction, for the purpose only of the operation of such
restriction in such jurisdiction, shall be the maximum restriction allowed by
the laws of such jurisdiction and such restriction shall be deemed to have been
revised accordingly herein.
7.
Termination.
(A)
THE BOARD OF DIRECTORS MAY TERMINATE EXECUTIVE'S EMPLOYMENT BY THE
COMPANY "FOR CAUSE" BY DELIVERING TO EXECUTIVE, NOT LESS THAN TEN DAYS PRIOR TO
THE DATE ON WHICH THE TERMINATION IS TO BE EFFECTIVE, A WRITTEN NOTICE OF
TERMINATION FOR CAUSE SPECIFYING THE ACT, ACTS OR FAILURE TO ACT THAT CONSTITUTE
THE CAUSE.
FOR THE PURPOSES OF THIS AGREEMENT, THE TERM "FOR CAUSE" SHALL MEAN:
(I)
ANY ACT OF FRAUD OR EMBEZZLEMENT MATERIALLY ADVERSELY AFFECTING
THE FINANCIAL, MARKET, REPUTATION OR OTHER INTERESTS OF THE COMPANY;
(II)
IN THE EVENT OF A CONVICTION OF EXECUTIVE OF, OR A PLEA OF NOLO
CONTENDERE TO, (A) ANY VIOLENT FELONY OR MISDEMEANOR RESULTING IN A JAIL
SENTENCE, (B) ANY FELONY INVOLVING MORAL TURPITUDE OR (C) A CRIMINAL VIOLATION
OF FEDERAL OR STATE SECURITIES LAWS;
(III)
ANY MATERIAL FAILURE TO PERFORM EXECUTIVE'S DUTIES AS SET FORTH
IN THIS AGREEMENT WHICH RESULTS IN MATERIAL HARM TO THE COMPANY, AFTER
REASONABLE NOTICE AND THE OPPORTUNITY TO CURE; OR
(IV)
THE DEATH OF EXECUTIVE.
(B)
EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE ANY FURTHER
COMPENSATION (OTHER THAN HIS COMPENSATION THROUGH THE EFFECTIVE DATE OF SUCH
TERMINATION FOR CAUSE) UNDER THIS AGREEMENT IN HIS CAPACITY AS AN EMPLOYEE OF
THE COMPANY, IN THE EVENT THAT THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT BY
THE COMPANY FOR CAUSE.
(C)
THE COMPANY MAY ALSO TERMINATE THIS AGREEMENT AND THE EMPLOYMENT
OF EXECUTIVE BY THE COMPANY OTHER THAN FOR CAUSE.
IF THE COMPANY SHALL
TERMINATE THIS AGREEMENT AND THE EMPLOYMENT OF EXECUTIVE BY THE COMPANY WITHOUT
CAUSE OR IF THE COMPANY SHALL FAIL TO ENTER INTO A NEW EMPLOYMENT AGREEMENT WITH
EXECUTIVE