DAY FOLLOWING THE SIX-MONTH ANNIVERSARY OF THE TERMINATION DATE.
SUCH PAYMENTS DUE TO YOU (OR YOUR ESTATE) FOR THE PERIOD AFTER THE SIX-MONTH
ANNIVERSARY OF THE TERMINATION DATE WILL BE PAID IN REGULAR SEMI-MONTHLY
INSTALLMENTS; AND
(2)
HAVE THE COMPANY PAY TO YOU AND/OR YOUR SPOUSE SUMS OF MONEY TO
REIMBURSE YOU AND/OR HER FOR THE COST OF PREMIUMS ON MEDICAL AND DENTAL BENEFITS
THAT YOU AND/OR YOUR SPOUSE CARRY FOR A PERIOD OF 18 MONTHS FROM THE TERMINATION
DATE.
A PAYMENT FOR THE PERIOD BEGINNING FROM THE TERMINATION DATE THROUGH THE
SIX-MONTH ANNIVERSARY OF THE TERMINATION DATE WILL BE PAID DIRECTLY TO YOU IN A
LUMP-SUM PAYMENT $5,000 ON THE FIRST BUSINESS DAY FOLLOWING THE SIX-MONTH
ANNIVERSARY OF THE TERMINATION DATE.
SUCH PAYMENTS FOR THE PERIOD AFTER THE
SIX-MONTH ANNIVERSARY OF THE TERMINATION DATE WILL BE PAID TO YOU OR YOUR SPOUSE
IN REGULAR SEMI-MONTHLY INSTALLMENTS OF $417.
(B)
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 3 AND IN SECTION 9
HEREOF, AFTER THE TERMINATION DATE THE COMPANY SHALL HAVE NO OTHER OBLIGATIONS
TO YOU WITH RESPECT TO YOUR EMPLOYMENT.
(C)
YOU HEREBY EXPRESSLY WAIVE ANY RIGHT OR ENTITLEMENT TO RESTRICTED
STOCK, RESTRICTED STOCK UNITS, STOCK OPTIONS OR ANY OTHER INCENTIVE COMPENSATION
AWARDED TO YOU BY THE COMPANY IN 2007.
THIS WAIVER EXPRESSLY EXCLUDES ALL
RESTRICTED STOCK, RESTRICTED STOCK UNITS, OPTIONS AND INCENTIVE COMPENSATION
LISTED ON SCHEDULE A, ATTACHED HERETO AND INCORPORATED HEREIN, ALL OF WHICH
BECOME NON-FORFEITABLE AND FULLY VESTED ON THE TERMINATION DATE.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION NOT SET FORTH IN
THIS AGREEMENT.
YOU REPRESENT THAT YOU ARE FREE TO ENTER INTO THIS EMPLOYMENT
ARRANGEMENT AND THAT YOU ARE NOT BOUND BY ANY RESTRICTIVE COVENANTS OR SIMILAR
PROVISIONS RESTRICTING THE PERFORMANCE OF YOUR DUTIES HEREUNDER.
4.
NON-COMPETITION.
DURING THE TERM OF THIS AGREEMENT AND FOR A
PERIOD OF TWO (2) YEARS FOLLOWING THE TERMINATION DATE (THE "NONCOMPETE
PERIOD"), YOU AGREE THAT YOU MAY NOT, ANYWHERE IN THE UNITED STATES OR ELSEWHERE
IN THE WORLD, DIRECTLY OR INDIRECTLY, ENGAGE, PARTICIPATE OR ASSIST IN LINES OF
BUSINESS COMPETITIVE TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES.
THE
FOREGOING COVENANT IS INTENDED TO PROHIBIT YOU FROM ENGAGING IN SUCH ACTIVITIES
AS OWNER, CREDITOR, PARTNER, STOCKHOLDER, CONSULTANT, ADVISOR OR LENDER (EXCEPT
AS A HOLDER OF EQUITY SECURITIES THAT ARE PUBLICLY TRADED ON A STOCK EXCHANGE OR
THE RECOGNIZED OVER-THE-COUNTER MARKET, AND THEN ONLY TO THE EXTENT OF OWNING
NOT MORE THAN THREE PERCENT (3%) OF THE ISSUED AND OUTSTANDING EQUITY SECURITIES
OF THE RELEVANT ISSUER SO LONG YOU ARE NOT AN AFFILIATE (AS DEFINED BELOW) OF
SUCH ISSUER), CONTRACTOR OR AGENT FOR ANY PERSON, FIRM OR CORPORATION THAT
COMPETES WITH THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES.
AS USED IN THIS
AGREEMENT, "AFFILIATE" SHALL HAVE THE MEANING OF AN "AFFILIATE" AND AN
"ASSOCIATE" AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
5.
NON-SOLICITATION.
DURING THE NONCOMPETE PERIOD, YOU AGREE THAT
YOU MAY NOT, DIRECTLY OR INDIRECTLY, (I) SOLICIT,