EXISTENCE OF ANY OF THE FOREGOING EVENTS OR CONDITIONS SHALL BE DETERMINED
BY THE COMPANY IN THE EXERCISE OF ITS REASONABLE JUDGMENT.
4.
TERMINATION BY EMPLOYEE
IN THE EVENT THAT EMPLOYEE VOLUNTARILY RESIGN HIS
POSITION AND TERMINATES HIS EMPLOYMENT WITH THE COMPANY, THE COMPANY SHALL HAVE
NO OBLIGATION TO PAY COMPENSATION AND PROVIDE BENEFITS TO EMPLOYEE OTHER THAN
(I) THE PAYMENT OF ALL ACCRUED AND UNPAID BASE
2
SALARY, (II) PROVIDING THE BENEFITS ACCRUED, BUT NOT YET PROVIDED, UP TO THE
EFFECTIVE DATE OF TERMINATION IN ACCORDANCE WITH THE TERMS OF ANY APPLICABLE
PLAN, (III) THE PAYMENT OF ANY OTHER UNPAID EXPENSES OR EXPENSE REIMBURSEMENTS
PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION AND (IV) POST-TERMINATION
BENEFITS REQUIRED BY LAW.
5.
GENERAL RELEASE.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, NO PAYMENTS SHALL BE MADE OR BENEFITS PROVIDED BY THE COMPANY UNDER
SECTION 2 PRIOR TO THE EXECUTION BY EMPLOYEE AT THE TIME OF TERMINATION OF A
GENERAL RELEASE IN FAVOR OF THE COMPANY AND ITS AFFILIATES, AND ITS AND THEIR
RESPECTIVE OFFICERS, EMPLOYEES AND DIRECTORS, SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT I.
6.
TAXES.
EMPLOYEE WILL BE RESPONSIBLE FOR THE PAYMENT OF ANY TAX LIABILITY
INCURRED AS A RESULT OF THIS AGREEMENT.
THE COMPANY MAY WITHHOLD TAX ON ANY
PAYMENTS OR BENEFITS PROVIDED TO EMPLOYEE AS REQUIRED BY LAW OR REGULATION.
7.
NON-COMPETITION; NON-SOLICITATION.
(A)
RESTRICTIONS.
EMPLOYEE SHALL NOT, DURING THE COURSE OF EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY OR FOR A PERIOD OF SIX (6) MONTHS THEREAFTER,
DIRECTLY OR INDIRECTLY:
(I) BE EMPLOYED BY, ENGAGED IN OR PARTICIPATE IN THE OWNERSHIP, MANAGEMENT,
OPERATION OR CONTROL OF, OR ACT IN ANY ADVISORY OR OTHER CAPACITY (INCLUDING AS
AN INDIVIDUAL, PRINCIPAL, AGENT EMPLOYEE, CONSULTANT OR OTHERWISE) FOR, ANY
COMPETING ENTITY WHICH CONDUCTS ITS BUSINESS WITHIN THE TERRITORY (AS THE TERMS
COMPETING ENTITY AND TERRITORY ARE HEREINAFTER DEFINED); PROVIDED, HOWEVER, THAT
NOTWITHSTANDING ANY OF THE FOREGOING, EMPLOYEE MAY MAKE SOLELY PASSIVE
INVESTMENTS IN ANY COMPETING ENTITY THE COMMON STOCK OF WHICH IS "PUBLICLY HELD"
AND OF WHICH EMPLOYEE SHALL NOT OWN OR CONTROL, DIRECTLY OR INDIRECTLY, IN THE
AGGREGATE SECURITIES WHICH CONSTITUTE 5% OR MORE OF THE VOTING POWER OF SUCH
COMPETING ENTITY;
(II) SOLICIT OR DIVERT ANY BUSINESS OR ANY CUSTOMER OR KNOWN PROSPECTIVE
CUSTOMER FROM THE COMPANY OR ASSIST ANY PERSON OR ENTITY IN DOING SO OR
ATTEMPTING TO DO SO;
(III) CAUSE OR SEEK TO CAUSE ANY PERSON OR ENTITY TO REFRAIN FROM DEALING OR
DOING BUSINESS WITH THE COMPANY OR ASSIST ANY PERSON OR ENTITY IN DOING SO; OR
(IV) SOLICIT FOR EMPLOYMENT, OR ADVISE OR RECOMMEND TO ANY OTHER PERSON OR
ENTITY THAT HE, SHE OR IT EMPLOY OR SOLICIT FOR EMPLOYMENT OR RETENTION AS AN
EMPLOYEE OR CONSULTANT, ANY PERSON WHO IS AN EMPLOYEE OF, OR EXCLUSIVE
CONSULTANT TO, THE COMPANY.
(B)
EFFECT ON THE COMPANY'S OBLIGATIONS.
THE COMPANY'S OBLIGATION TO MAKE
PAYMENTS AND PROVIDE THE OTHER BENEFITS PURSUANT TO SECTION 2 ABOVE SHALL
TERMINATE IN THE EVENT THAT, AND AT SUCH