WITH THE CORPORATION.
7.4
DURING EXECUTIVE'S EMPLOYMENT AND FOR A PERIOD OF ONE YEAR AFTER
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION FOR ANY REASON AND BY
EITHER PARTY, WHETHER VOLUNTARY OR INVOLUNTARY, EXECUTIVE WILL NOT SOLICIT,
ENGAGE, OR INDUCE (OR ATTEMPT TO DO SO, DIRECTLY OR INDIRECTLY) ANY SUPPLIER,
SALES AGENT OR BUYING AGENT OF THE COMPANY TO COMMENCE WORK ON BEHALF OF OR TO
ESTABLISH A RELATIONSHIP WITH A COMPETITOR.
THE POST TERMINATION OBLIGATIONS OF
THIS ARTICLE 7.4 SHALL APPLY TO THE SUPPLIERS, SALES AGENTS, AND BUYING AGENTS
OF THE COMPANY AS OF THE DATE OF EXECUTIVE'S TERMINATION AND AT ANY TIME IN THE
ONE-YEAR PERIOD IMMEDIATELY PRIOR TO EXECUTIVE'S TERMINATION DATE.
7.5
IF EXECUTIVE IS INVOLUNTARILY TERMINATED BY THE CORPORATION OTHER
THAN FOR CAUSE, THE CORPORATION SHALL CONTINUE TO PAY EXECUTIVE'S BASE SALARY
FOR UP TO 12 MONTHS, PAID ACCORDING TO THE CORPORATION'S NORMAL PAYROLL SCHEDULE
AND PRACTICES AND SUBJECT TO APPLICABLE WITHHOLDINGS, DEDUCTIONS, AND TAX
REPORTING REQUIREMENT, PROVIDED THAT EXECUTIVE EXECUTES AND DOES NOT RESCIND A
GENERAL RELEASE OF CLAIMS AS PREPARED BY THE CORPORATION AND IN FAVOR OF THE
COMPANY.
IF, HOWEVER, EXECUTIVE SHALL SECURE OTHER EMPLOYMENT, SELF-EMPLOYMENT
OR A CONSULTING POSITION DURING THE TWELVE (12) MONTH SEVERANCE PERIOD THE
SEVERANCE AMOUNT PAYABLE TO OR ON BEHALF OF EXECUTIVE SHALL BE OFFSET AND
REDUCED BY SUCH OTHER CASH COMPENSATION EARNED AND/OR PAID OR PAYABLE TO
EXECUTIVE THROUGH SUCH EMPLOYMENT, SELF-EMPLOYMENT OR CONSULTING ARRANGEMENTS
DURING THE SEVERANCE PERIOD. EXECUTIVE AGREES TO IMMEDIATELY NOTIFY THE
CORPORATION OF THE AMOUNT OF COMPENSATION EARNED OR TO BE EARNED BY HIM THROUGH
SUCH EMPLOYMENT, SELF-EMPLOYMENT OR CONSULTING DURING THE SEVERANCE PERIOD
HEREUNDER.
FURTHER, IN THE ABSENCE OF AN APPLICABLE GOVERNMENT SUBSIDY WITH
RESPECT TO COBRA COVERAGE AND PROVIDED THAT EXECUTIVE TIMELY ELECTS COBRA, THE
COMPANY SHALL CONTINUE TO PAY FOR THE TWELVE (12) MONTHS FOLLOWING EXECUTIVE'S
TERMINATION THE EMPLOYER PORTION OF THE PREMIUMS FOR HEALTH AND DENTAL INSURANCE
COVERAGE UNDER THE COMPANY'S GROUP HEALTH AND DENTAL INSURANCE PLANS.
EXECUTIVE
WILL CONTINUE TO BE RESPONSIBLE TO PAY HIS PORTION OF THE PREMIUMS, IF ANY, FOR
SUCH INSURANCE COVERAGE DURING THIS PERIOD.
THE COMPANY WILL DISCONTINUE
PAYMENTS UNDER THIS ARTICLE 7.5 IF, AND AT SUCH TIME, EXECUTIVE (I) IS COVERED
OR ELIGIBLE TO BE COVERED UNDER THE HEALTH AND/OR DENTAL INSURANCE POLICY OF A
NEW EMPLOYER, OR (II) CEASES TO PARTICIPATE, FOR WHATEVER REASON, IN THE
COMPANY'S GROUP INSURANCE PLANS.
BY HIS SIGNATURE BELOW, EXECUTIVE ACKNOWLEDGES
AND AGREES THAT THE COMPANY MAY MODIFY OR TERMINATE ITS GROUP INSURANCE PLANS AT
ANY TIME AND THAT EXECUTIVE SHALL HAVE THE SAME RIGHT TO PARTICIPATE IN THE
COMPANY'S GROUP
4
INSURANCE PLANS ONLY AS IS PROVIDED ON AN EQUIVALENT BASIS TO THE COMPANY'S
EMPLOYEES.
EXECUTIVE FURTHER AGREES TO PROMPTLY PROVIDE THE COMPANY NOTICE IF
HE BECOMES COVERED OR ELIGIBLE TO BE COVERED UNDER THE HEALTH AND/OR DENTAL
INSURANCE POLICY OF A NEW EMPLOYER.
IN THE EVENT THERE IS A GOVERNMENT SUBSIDY
WITH RESPECT TO COBRA FOR WHICH THE COMPANY AND/OR EXECUTIVE IS ELIGIBLE AT