Executive receives a refund of any amount paid by the Company with respect to
such claim, Executive shall promptly pay such refund to the Company, but in no
event later than thirty (30) days after Executive receives such refund. If the
Company fails to timely notify Executive whether it will contest such claim or
the Company determines not to contest such claim, then the Company shall
immediately pay to Executive the portion of such claim, if any, which it has not
previously paid to Executive. Any 409A Gross-Up Payment or other amounts in
respect of taxes, interest or penalties that Executive becomes entitled to
receive pursuant to this Section 7(f) shall be paid to Executive (or to the
applicable taxing authority on Executive's behalf) not later than the last day
of the calendar year after the calendar year in which Executive remits the
underling taxes to the applicable taxing authority. Any amounts that Executive
becomes entitled to receive in respect of costs and expenses incurred in
connection with a contest pursuant to this Section 7(f) shall be paid not later
than (a) the last day of the calendar year after the calendar year in which
Executive remits the underlying taxes to the applicable taxing authority and
(b) the last day of the calendar year in which the applicable contest is
concluded.
8.
COMPLETE RELEASE.
AS A CONDITION OF OBTAINING BENEFITS UNDER THIS
AGREEMENT, EXECUTIVE WILL BE REQUIRED TO, WITHIN FORTY-FIVE (45) DAYS FOLLOWING
HIS TERMINATION OF EMPLOYMENT, EXECUTE AND DELIVER A FULL AND COMPLETE RELEASE
OF ANY AND ALL CLAIMS RELATED TO HIS EMPLOYMENT OR TERMINATION OF EMPLOYMENT
THAT EXECUTIVE OR HIS ESTATE, HEIRS OR ASSIGNS MAY HAVE AGAINST THE COMPANY, ITS
SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS IN A FORM ACCEPTABLE TO THE COMPANY.
IN THE EVENT THAT EXECUTIVE FAILS
TO EXECUTE AND DELIVER SUCH GENERAL RELEASE WITHIN SUCH FORTY-FIVE (45) DAY
PERIOD OR REVOKES SUCH GENERAL RELEASE (BUT ONLY TO THE EXTENT REVOCATION IS
PERMITTED UNDER THE TERMS OF SUCH GENERAL RELEASE), EXECUTIVE WILL FORFEIT ALL
ENTITLEMENT TO ANY PAYMENT, BENEFIT OR OTHER AMOUNT HEREUNDER.
9.
NON-COMPETITION.
AS A MATERIAL INDUCEMENT FOR THE COMPANY'S PROMISE TO
PROVIDE THE TRADE SECRETS AND CONFIDENTIAL AND PROPRIETARY INFORMATION DESCRIBED
IN SECTION 11 BELOW, EXECUTIVE AGREES THAT DURING THE TERM AND FOR A PERIOD
EQUAL TO THE APPLICABLE PERIOD IN WHICH EXECUTIVE RECEIVES SEVERANCE PAYMENTS
UNDER THIS AGREEMENT FROM THE DATE OF CESSATION OR TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY FOR ANY REASON WHATSOEVER, HE WILL NOT, DIRECTLY OR
INDIRECTLY, COMPETE WITH THE COMPANY BY PROVIDING SERVICES RELATING TO RETAIL
SALES OF JEWELRY TO ANY OTHER PERSON, PARTNERSHIP, ASSOCIATION, CORPORATION, OR
OTHER ENTITY THAT IS IN A "COMPETING BUSINESS." AS USED HEREIN, A "COMPETING
BUSINESS" IS ANY BUSINESS THAT ENGAGES IN WHOLE OR IN MATERIAL PART IN THE
RETAIL SALE OF JEWELRY IN THE UNITED STATES, CANADA AND/OR PUERTO RICO,
INCLUDING, BUT NOT LIMITED TO, SPECIALTY JEWELRY RETAILERS AND OTHER RETAILERS
HAVING JEWELRY DIVISIONS OR