SECTION 4(C), THEN THE COMPANY SHALL:
(I)
AS SOON AS PRACTICABLE PAY THE EXECUTIVE
ANY BASE SALARY ACCRUED AND DUE TO THE EXECUTIVE UNDER SECTION 3(A) THROUGH HIS
DATE OF TERMINATION;
(ii)
continue to pay the Executive his Base
Salary in effect as of his date of termination for the lesser of the then
remainder of the Term or one (1) year (or until such earlier time that the
Executive violates the provisions of Section 6(a)), at the times such payments
would otherwise have been made under Section 3(a); and
(III)
PROVIDE THE EXECUTIVE FOR THE LESSER OF THE
THEN REMAINDER OF THE TERM OR ONE (1) YEAR (OR UNTIL SUCH EARLIER TIME THAT THE
EXECUTIVE VIOLATES THE PROVISIONS OF SECTION 6(A)), WITH CONTINUED PARTICIPATION
IN THE COMPANY'S EMPLOYEE HEALTH AND DENTAL BENEFIT PLAN, TO THE EXTENT THAT
SUCH A PLAN SHALL THEN CONTINUE TO BE IN EFFECT.
Other than the foregoing, the Company shall have no further obligations to the
Executive hereunder.
6.
RESTRICTIVE COVENANT.
(A)
REASONABLE COVENANT.
IT IS EXPRESSLY
UNDERSTOOD BY AND BETWEEN THE COMPANY AND THE EXECUTIVE THAT THE COVENANT
CONTAINED IN SECTION 6(B) IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT BUT
FOR THE AGREEMENT BY THE EXECUTIVE TO COMPLY WITH SUCH COVENANT AND THEREBY NOT
TO DIMINISH THE VALUE OF THE ORGANIZATION AND GOODWILL OF THE COMPANY OR ANY
AFFILIATE OR SUBSIDIARY OF THE COMPANY, INCLUDING RELATIONS WITH THEIR
EMPLOYEES, CLIENTS, CUSTOMERS AND ACCOUNTS, THE COMPANY WOULD NOT ENTER INTO
THIS AGREEMENT.
THE EXECUTIVE HAS INDEPENDENTLY CONSULTED WITH HIS LEGAL
COUNSEL AND AFTER SUCH CONSULTATION AGREES THAT SUCH COVENANT IS REASONABLE AND
PROPER.
(B)
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
THE EXECUTIVE SHALL KEEP SECRET AND CONFIDENTIAL AND SHALL NOT DISCLOSE TO ANY
THIRD PARTY IN ANY FASHION OR FOR ANY PURPOSE WHATSOEVER, ANY INFORMATION
REGARDING THIS AGREEMENT, OR ANY OTHER INFORMATION REGARDING THE COMPANY OR ITS
AFFILIATES OR SUBSIDIARIES WHICH IS NOT AVAILABLE TO THE GENERAL PUBLIC, AND/OR
NOT GENERALLY KNOWN OUTSIDE THE COMPANY OR ANY SUCH AFFILIATE OR SUBSIDIARY, TO
WHICH HE HAS OR SHALL HAVE HAD ACCESS AT ANY TIME DURING THE COURSE OF HIS
EMPLOYMENT WITH THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION
RELATING TO THE COMPANY'S (AND ITS AFFILIATES' OR SUBSIDIARIES'):
3
(I)
BUSINESS, OPERATIONS, PLANS, STRATEGIES,
PROSPECTS OR OBJECTIVES;
(II)
PRODUCTS, TECHNOLOGIES, PROCESSES,
SPECIFICATIONS, RESEARCH AND DEVELOPMENT OPERATIONS AND PLANS;
(III)
CUSTOMERS AND CUSTOMER LISTS;
(IV)
DISTRIBUTION, SALES, SERVICE, SUPPORT AND
MARKETING PRACTICES AND OPERATIONS;
(V)
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS;
(VI)
OPERATIONAL STRENGTHS AND WEAKNESSES; AND
(VII)
PERSONNEL AND COMPENSATION POLICIES AND
PROCEDURES.
Notwithstanding the foregoing provisions of this Section 6, the Executive may
discuss this Agreement with the members of his immediate family and with his
personal legal and tax advisors and may disclose the existence of his employment
with the Company to any third party.
(C)
SPECIFIC PERFORMANCE.
WITHOUT INTENDING TO
LIMIT THE REMEDIES AVAILABLE TO THE COMPANY OR ITS AFFILIATES OR SUBSIDIARIES,
THE EXECUTIVE HEREBY AGREES THAT DAMAGES AT LAW WOULD BE AN