moral
turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the
Employee of any act which could reasonably affect or impact to a material degree
the interests of the Company or Related Entities or in some manner injure the
reputation, business, or business relationships of the Company or Related
Entities; (7) the Employee's inability to perform an essential function of
Employee's position; or (8) any material breach by Employee of this Agreement.
The Company may terminate this Agreement for Cause at any time without notice.
In the event of a termination for Cause, the Company shall be relieved of all
its obligations to the Employee provided for by this Agreement as of the
effective date of termination, and all payments to the Employee hereunder shall
immediately cease and terminate as of such date, except that Employee shall be
entitled to the annual base salary hereunder up to and including the effective
date of termination, provided, however, that the Employee's obligations under
Sections 6 and 7 shall survive such a Termination for Cause and any liabilities
or obligations which have accrued and are owed by the Employee to the Company
shall not be extinguished or released thereby.
6.
NONSOLICITATION AND NONDISCLOSURE
COVENANTS.
(A)
RATIONALE FOR RESTRICTIONS.
EMPLOYEE
ACKNOWLEDGES THAT EMPLOYEE'S SERVICES HEREUNDER ARE OF A SPECIAL, UNIQUE, AND
EXTRAORDINARY CHARACTER, AND EMPLOYEE'S POSITION WITH THE COMPANY PLACES
EMPLOYEE IN A POSITION OF CONFIDENCE AND TRUST WITH CUSTOMERS, SUPPLIERS, AND
OTHER PERSONS AND ENTITIES WITH WHOM THE COMPANY AND ITS RELATED ENTITIES HAVE A
BUSINESS RELATIONSHIP.
THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE RENDERING OF
SERVICES UNDER THIS AGREEMENT WILL LIKELY REQUIRE THE DISCLOSURE TO EMPLOYEE OF
CONFIDENTIAL INFORMATION (AS DEFINED BELOW) INCLUDING TRADE SECRETS OF THE
COMPANY RELATING TO THE COMPANY AND/OR RELATED ENTITIES.
AS A CONSEQUENCE, THE
EMPLOYEE AGREES THAT IT IS REASONABLE AND NECESSARY FOR THE PROTECTION OF THE
GOODWILL AND LEGITIMATE BUSINESS INTERESTS OF THE COMPANY AND RELATED ENTITIES
THAT THE EMPLOYEE MAKE THE COVENANTS CONTAINED IN THIS SECTION 6, THAT SUCH
COVENANTS ARE A MATERIAL INDUCEMENT FOR THE COMPANY TO EMPLOY THE EMPLOYEE AND
TO ENTER INTO THIS AGREEMENT, AND THAT THE COVENANTS ARE GIVEN AS AN INTEGRAL
PART OF AND INCIDENT TO THIS AGREEMENT.
(B)
NONSOLICITATION COVENANTS.
AS USED HEREIN,
THE TERM "RESTRICTIVE PERIOD" MEANS THE TIME PERIOD COMMENCING ON THE DATE OF
THIS AGREEMENT AND ENDING ON THE SECOND (2ND) ANNIVERSARY OF THE DATE ON WHICH
THE EMPLOYEE'S EMPLOYMENT BY THE COMPANY (OR ANY RELATED ENTITY) EXPIRES OR IS
TERMINATED FOR ANY REASON, INCLUDING BOTH A TERMINATION BY THE COMPANY FOR CAUSE
AND NOT FOR CAUSE.
IN ADDITION, THE TERM "COVERED BUSINESS" MEANS ANY BUSINESS
WHICH IS THE SAME AS, OR SIMILAR TO, ANY BUSINESS CONDUCTED BY THE COMPANY OR
ANY OF THE RELATED ENTITIES AT ANY TIME DURING THE RESTRICTIVE PERIOD.
THE
EMPLOYEE AGREES THAT THE EMPLOYEE WILL NOT ENGAGE IN ANY OF THE FOLLOWING ACTS
ANYWHERE IN THE WORLD DURING THE RESTRICTIVE PERIOD:
(I)
DIRECTLY OR INDIRECTLY ASSIST, PROMOTE
OR ENCOURAGE ANY EXISTING OR