WITH THE
COMPANY OR OTHERWISE CHANGE ITS RELATIONSHIP WITH THE COMPANY, OR (III) SOLICIT,
LURE OR ATTEMPT TO HIRE AWAY ANY OF THE EMPLOYEES OF THE COMPANY WITH WHOM THE
EXECUTIVE INTERACTED DIRECTLY OR INDIRECTLY, WHILE EMPLOYED WITH THE COMPANY.
(E)
EXECUTIVE ACKNOWLEDGES THAT IF HE BREACHES
OR THREATENS TO BREACH THIS SECTION 3, HIS ACTIONS MAY CAUSE IRREPARABLE HARM
AND DAMAGE TO THE COMPANY THAT COULD NOT BE COMPENSATED IN DAMAGES.
ACCORDINGLY, IF EXECUTIVE BREACHES OR THREATENS TO BREACH THIS SECTION 3, THE
COMPANY SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF, IN ADDITION TO ANY OTHER
RIGHTS OR REMEDIES AVAILABLE TO THE COMPANY.
THE EXISTENCE OF ANY CLAIM OR
CAUSE OF ACTION BY EXECUTIVE AGAINST THE COMPANY, WHETHER PREDICATED ON THIS
AGREEMENT OR OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO THE ENFORCEMENT BY THE
COMPANY OF EXECUTIVE'S AGREEMENT UNDER THIS SECTION 3(E).
4.
TERMINATION.
4.1
BY EXECUTIVE.
EXECUTIVE SHALL HAVE THE
RIGHT TO TERMINATE HIS EMPLOYMENT HEREUNDER AT ANY TIME BY NOTICE OF TERMINATION
(AS DESCRIBED IN SECTION 6).
IF EXECUTIVE TERMINATES HIS EMPLOYMENT BECAUSE (I)
THE COMPANY HAS MATERIALLY BREACHED THIS AGREEMENT, AND SUCH BREACH HAS NOT BEEN
CURED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF SUCH BREACH IS GIVEN BY
EXECUTIVE TO THE COMPANY; OR (II) EXECUTIVE HAS DETERMINED THAT HIS TERMINATION
IS FOR GOOD REASON (AS DEFINED IN SECTION 5.7), EXECUTIVE SHALL BE ENTITLED TO
RECEIVE THE COMPENSATION AND BENEFITS SET
8
FORTH IN SUBSECTIONS (A) THROUGH (G) BELOW.
IF EXECUTIVE TERMINATES HIS
EMPLOYMENT OTHER THAN PURSUANT TO CLAUSES (I) OR (II) OF THIS SECTION 4.1, THE
COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT SHALL CEASE AS OF THE DATE OF SUCH
TERMINATION.
UNLESS SPECIFIED OTHERWISE, THE TIME PERIOD (SUCH TIME PERIOD IS
HEREINAFTER REFERRED TO AS THE "SEVERANCE PERIOD") IN (A) THROUGH (G) BELOW
SHALL BE THE LESSER OF (I) (A) IF EXECUTIVE TERMINATES HIS EMPLOYMENT WITHIN 24
MONTHS OF THE EFFECTIVE DATE, THE 24-MONTH PERIOD COMMENCING ON EXECUTIVE'S DATE
OF TERMINATION OR (B) IF EXECUTIVE TERMINATES HIS EMPLOYMENT MORE THAN 24 MONTHS
AFTER THE EFFECTIVE DATE, THE 36-MONTH PERIOD COMMENCING ON EXECUTIVE'S DATE OF
TERMINATION, OR (II) THE TIME PERIOD REMAINING FROM THE EXECUTIVE'S DATE OF
TERMINATION UNTIL THE DATE HE ATTAINS AGE 65.
THE COMPANY AGREES THAT IF
EXECUTIVE TERMINATES EMPLOYMENT AND IS ENTITLED TO COMPENSATION AND BENEFITS
UNDER THIS SECTION 4.1, HE SHALL NOT BE REQUIRED TO MITIGATE DAMAGES BY SEEKING
OTHER EMPLOYMENT, NOR SHALL ANY AMOUNT HE EARNS REDUCE THE AMOUNT PAYABLE BY THE
COMPANY HEREUNDER.
(A)
BASE SALARY - EXECUTIVE WILL CONTINUE TO
RECEIVE HIS BASE SALARY AS THEN IN EFFECT (SUBJECT TO WITHHOLDING OF ALL
APPLICABLE TAXES) FOR THE SEVERANCE PERIOD IN THE SAME MANNER AS IT WAS BEING
PAID AS OF THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT THE SALARY PAYMENTS
PROVIDED FOR HEREUNDER SHALL BE PAID IN A SINGLE LUMP SUM PAYMENT, TO BE PAID
NOT LATER THAN 30 DAYS AFTER HIS TERMINATION OF EMPLOYMENT; PROVIDED, FURTHER,
THAT THE AMOUNT OF SUCH LUMP SUM PAYMENT SHALL BE