SECTION 2.4 HEREOF.
UPON
TERMINATION BY THE COMPANY OF YOUR EMPLOYMENT FOR CAUSE OR TERMINATION FOR
REASON OTHER THAN GOOD REASON BY YOU, ALL OF YOUR RIGHTS UNDER THIS AGREEMENT
(EXCEPT AS OTHERWISE SET FORTH HEREIN) SHALL IMMEDIATELY TERMINATE AND THE
COMPANY SHALL HAVE NO FURTHER OBLIGATION TO YOU.
(C)
TERMINATION UPON DEATH OR DISABILITY.
IN
THE EVENT THAT YOUR EMPLOYMENT SHALL BE TERMINATED PURSUANT TO SECTION 3.1(C) OR
3.1(D) HEREOF, THE COMPANY SHALL PAY YOU (OR YOUR ESTATE OR TRUST OR LEGAL
REPRESENTATIVES) ALL BASE SALARY EARNED, BUT UNPAID, THROUGH THE DATE OF
TERMINATION, AND SHALL REIMBURSE YOU (OR YOUR ESTATE OR TRUST OR LEGAL
REPRESENTATIVES) FOR ANY EXPENSES INCURRED THROUGH THE DATE OF SUCH TERMINATION
IN ACCORDANCE WITH SECTION 3.5 HEREOF.
IN ADDITION, THE COMPANY WILL PROVIDE
YOU (OR YOUR ESTATE OR TRUST OR LEGAL REPRESENTATIVES).
4.3
NATURE OF PAYMENTS.
ALL AMOUNTS TO BE PAID
BY THE COMPANY TO YOU PURSUANT TO THIS AGREEMENT (OTHER THAN BASE SALARY,
BENEFITS, BONUS OR REIMBURSEMENT OF EXPENSES) SHALL BE CONSIDERED BY THE PARTIES
TO BE SEVERANCE PAYMENTS.
IN THE EVENT THAT SUCH PAYMENTS SHALL BE TREATED AS
DAMAGES, IT IS EXPRESSLY ACKNOWLEDGED BY THE PARTIES HERETO THAT DAMAGES TO YOU
FOR TERMINATION OF EMPLOYMENT WOULD BE DIFFICULT TO ASCERTAIN AND THE ABOVE
AMOUNTS ARE REASONABLE ESTIMATES THEREOF AND ARE NOT A PENALTY.
4.4
RELEASE.
NOTWITHSTANDING THE FOREGOING, AS
A CONDITION FOR THE PROVISION OF THE COMPENSATION AND BENEFITS SET FORTH IN THIS
SECTION 4, YOU WILL BE REQUIRED TO SIGN A RELEASE OF ALL CLAIMS AGAINST THE
COMPANY, ITS OFFICERS, AGENTS, EMPLOYEES AND THE MEMBERS OF THE BOARD, ON SUCH
TERMS AND FORM PROVIDED BY THE COMPANY,
7
WHICH SHALL BE BINDING ON YOUR ESTATE, HEIRS, ASSIGNEES, ATTORNEYS, AGENTS AND
PERSONAL REPRESENTATIVES AS PROVIDED THEREIN.
4.5
RELOCATION.
THE COMPANY WILL PAY ALL TRAVEL
EXPENSES RELATED TO THIS TRAVEL AND LODGING WHILE THE COMPANY IS FORMULATING AND
BEGINNING THE IMPLEMENTATION OF ITS NEW STRATEGY.
RELOCATION OF THE CEO
INCLUDING TIMELINES AND EXPECTATIONS WILL BE DECIDED BY THE BOARD IN ITS SOLE
DISCRETION DURING THE FIRST EIGHT MONTHS OF THE CEO'S EMPLOYMENT.
THE DECISION
TO RELOCATE WILL BE BASED UPON THE BUSINESS AND STRATEGIC NEEDS OF THE COMPANY,
THE FINANCIAL STABILITY OF THE COMPANY AND THE PERFORMANCE OF THE CEO IN
COMPLETING HIS ASSIGNED GOALS.
IN THE EVENT THE BOARD DECIDES TO RELOCATE THE
CEO, THE BOARD WILL DISCUSS AND APPROVE A RELOCATION EXPENSE ALLOWANCE.
Confidentiality and Non-Competition
Subject to any provisions of any confidentiality agreement into which you and
the Company may enter, you agree that you will not, during the term of the
service on the Board and at any time thereafter, divulge or use, directly or
indirectly, except in the course of your directorship, any Confidential
Information (as defined below) or without the prior written approval of the
Company.
In addition, you hereby agree that you will not, directly or indirectly, as an
as an individual proprietor, partner, stockholder, officer, employee, director,
joint venturer, investor, lender, or in any