justifiable cause (including by reason of non-renewal of this Agreement) or by
the Executive for good reason at a time when the Partnership, the General
Partner or Parent is in negotiations regarding a transaction that would, if
consummated, constitute a change of control and such transaction is consummated
within one year following Executive's termination of employment, then
Executive's severance shall be calculated and paid as if such termination had
occurred within two years following a change of control, and the Company shall,
upon consummation of such transaction, pay to Executive an amount equal to the
difference between the amount he would be entitled to receive pursuant to this
sentence and the amount of severance payments Executive has received through
such date.
(F)
UPON EXECUTIVE'S TERMINATION OF HIS EMPLOYMENT HEREUNDER OR HIS
ELECTION NOT TO RENEW THIS AGREEMENT, THIS AGREEMENT (OTHER THAN SECTIONS 5, 9,
10, 11, 12 AND 15 WHICH SHALL SURVIVE IN ACCORDANCE WITH THEIR TERMS) SHALL
TERMINATE.
IN SUCH EVENT, EXECUTIVE SHALL BE ENTITLED TO RECEIVE SUCH PORTION
OF EXECUTIVE'S ANNUAL SALARY AND BONUS, IF ANY, AS HAS BEEN ACCRUED TO DATE.
EXECUTIVE SHALL BE ENTITLED TO REIMBURSEMENT OF EXPENSES PURSUANT TO SECTION 4
HEREOF AND TO CONTINUE TO PARTICIPATE IN THE BENEFIT PLANS TO THE EXTENT
PARTICIPATION BY FORMER EMPLOYEES IS REQUIRED BY LAW OR PERMITTED BY SUCH PLANS,
WITH THE EXPENSE OF SUCH PARTICIPATION TO BE AS SPECIFIED IN SUCH PLANS FOR
FORMER EMPLOYEES.
EXECUTIVE SHALL ALSO BE ENTITLED TO ANY AMOUNTS OR BENEFITS
PAYABLE UNDER THE TERMS OF THE BENEFIT PLANS.
8.
REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE.
(A)
EXECUTIVE REPRESENTS AND WARRANTS THAT HE IS FREE TO ENTER INTO
THIS AGREEMENT AND TO PERFORM THE DUTIES REQUIRED HEREUNDER, AND THAT THERE ARE
NO EMPLOYMENT CONTRACTS OR UNDERSTANDINGS, RESTRICTIVE COVENANTS OR OTHER
RESTRICTIONS, WHETHER WRITTEN OR ORAL, PREVENTING THE PERFORMANCE OF HIS DUTIES
HEREUNDER.
(B)
EXECUTIVE AGREES TO SUBMIT TO A MEDICAL EXAMINATION AND TO
COOPERATE AND SUPPLY SUCH OTHER INFORMATION AND DOCUMENTS AS MAY BE REASONABLY
REQUIRED BY ANY INSURANCE COMPANY IN CONNECTION WITH THE COMPANY'S OBTAINING
LIFE INSURANCE ON THE LIFE OF EXECUTIVE, AND ANY OTHER TYPE OF INSURANCE OR
FRINGE BENEFIT AS THE COMPANY SHALL DETERMINE FROM TIME TO TIME TO OBTAIN.
9.
NON-COMPETITION.
(A)
IN VIEW OF THE UNIQUE AND VALUABLE SERVICES EXPECTED TO BE
RENDERED BY EXECUTIVE TO THE US SHIPPING GROUP, EXECUTIVE'S KNOWLEDGE OF THE
TRADE SECRETS AND OTHER PROPRIETARY INFORMATION RELATING TO THE BUSINESS AND IN
CONSIDERATION OF THE COMPENSATION TO BE RECEIVED HEREUNDER AND EXECUTIVE'S
DIRECT OWNERSHIP INTEREST IN THE PARENT AND INDIRECT OWNERSHIP IN THE
PARTNERSHIP, EXECUTIVE AGREES THAT DURING HIS EMPLOYMENT BY THE COMPANY AND,
FOLLOWING THE TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER, DURING THE
NON-COMPETITION PERIOD (AS DEFINED BELOW), EXECUTIVE SHALL NOT, DIRECTLY OR
INDIRECTLY, AS OWNER, PARTNER, JOINT VENTURER, STOCKHOLDER, EMPLOYEE, BROKER,
AGENT, PRINCIPAL, TRUSTEE, CORPORATE OFFICER, DIRECTOR, LICENSOR, OR IN ANY
CAPACITY WHATSOEVER ENGAGE IN, BECOME FINANCIALLY INTERESTED IN, BE EMPLOYED BY,
RENDER ANY CONSULTATION OR BUSINESS ADVICE WITH RESPECT TO, OR HAVE ANY