rights to any compensation or any other benefits under this Agreement.
D.
NOTICE OF TERMINATION.
ANY PURPORTED
TERMINATION OF EMPLOYMENT BY THE EMPLOYER OR BY EXECUTIVE (OTHER THAN DUE TO
EXECUTIVE'S DEATH) SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE
OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 12(H) HEREOF.
FOR PURPOSES OF
THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL
INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND
SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO
PROVIDE A BASIS FOR TERMINATION OF EMPLOYMENT UNDER THE PROVISION SO INDICATED.
E.
BOARD/COMMITTEE RESIGNATION; EXECUTION
OF RELEASE OF ALL CLAIMS.
(I)
UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE AGREES
TO RESIGN, AS OF THE DATE OF SUCH TERMINATION AND TO THE EXTENT APPLICABLE, FROM
THE BOARD (AND ANY COMMITTEES THEREOF) AND THE BOARD OF DIRECTORS (AND ANY
COMMITTEES THEREOF) OF ANY OF THE COMPANY'S AFFILIATES.
(II)
UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE
AGREES TO EXECUTE A RELEASE OF ALL CLAIMS AGAINST THE COMPANY, ITS SUBSIDIARIES,
AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS,
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT 1.
NOTWITHSTANDING
ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, UPON TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE SHALL NOT RECEIVE ANY PAYMENTS
OR BENEFITS TO WHICH HE MAY BE ENTITLED HEREUNDER (OTHER THAN THOSE WHICH BY LAW
CANNOT BE SUBJECT TO THE EXECUTION OF A RELEASE) (A) IF EXECUTIVE REVOKES SUCH
RELEASE OR (B) UNTIL EIGHT (8) DAYS AFTER THE DATE EXECUTIVE SIGNS SUCH RELEASE
(OR UNTIL SUCH OTHER DATE AS APPLICABLE LAW MAY PROVIDE THAT EXECUTIVE CANNOT
REVOKE SUCH RELEASE).
8.
NON-COMPETITION.
A.
EXECUTIVE ACKNOWLEDGES AND RECOGNIZES
THE HIGHLY COMPETITIVE NATURE OF THE BUSINESSES OF THE EMPLOYER AND ITS
AFFILIATES AND ACCORDINGLY AGREES AS FOLLOWS:
(I)
DURING THE EMPLOYMENT TERM AND, FOR A PERIOD OF EIGHTEEN (18) MONTHS
FOLLOWING THE DATE EXECUTIVE CEASES TO BE EMPLOYED BY THE EMPLOYER (THE
"RESTRICTED PERIOD"), EXECUTIVE WILL NOT, WHETHER ON EXECUTIVE'S OWN BEHALF OR
ON BEHALF OF OR IN CONJUNCTION WITH ANY PERSON, FIRM, PARTNERSHIP, JOINT
VENTURE, ASSOCIATION, CORPORATION OR OTHER BUSINESS ORGANIZATION, ENTITY OR
ENTERPRISE WHATSOEVER ("PERSON"), DIRECTLY OR INDIRECTLY SOLICIT OR ASSIST IN
SOLICITING IN COMPETITION WITH THE EMPLOYER, THE BUSINESS OF ANY CUSTOMER OR
PROSPECTIVE CUSTOMER:
6
(A)
WITH WHOM EXECUTIVE HAD PERSONAL CONTACT OR
DEALINGS ON BEHALF OF THE EMPLOYER DURING THE ONE-YEAR PERIOD PRECEDING
EXECUTIVE'S TERMINATION OF EMPLOYMENT;
(B)
WITH WHOM EMPLOYEES REPORTING TO EXECUTIVE
HAVE HAD PERSONAL CONTACT OR DEALINGS ON BEHALF OF THE EMPLOYER DURING THE ONE
YEAR IMMEDIATELY PRECEDING EXECUTIVE'S TERMINATION OF EMPLOYMENT; OR
(C)
FOR WHOM EXECUTIVE HAD DIRECT OR INDIRECT
RESPONSIBILITY DURING THE ONE YEAR IMMEDIATELY PRECEDING EXECUTIVE'S TERMINATION
OF EMPLOYMENT.
(II)
DURING THE RESTRICTED PERIOD, EXECUTIVE WILL NOT DIRECTLY OR INDIRECTLY:
(A)
ENGAGE IN ANY BUSINESS THAT DIRECTLY OR
INDIRECTLY COMPETES WITH THE BUSINESS OF THE COMPANY IN, 1) THE SALE OR LEASE
OF, OR THE PROVISION OF SATELLITE SERVICES VIA TRANSPONDER