BE PAID HIS REGULAR SALARY PLUS PERFORMANCE BONUSES AND RECEIVE HIS NORMAL
BENEFITS UP TO THE TERMINATION DATE.
(B)
EMPLOYEE MAY TERMINATE HIS EMPLOYMENT WITH THE COMPANY UNDER THIS
AGREEMENT AT ANY TIME FOR GOOD REASON (AS DEFINED BELOW).
UPON TERMINATION OF
THIS AGREEMENT PURSUANT TO THIS SECTION 10(B), EMPLOYEE SHALL BE ENTITLED TO
RECEIVE, (I) AN AMOUNT EQUAL TO EMPLOYEE'S ANNUAL SALARY ACCRUED AND UNPAID AS
OF THE TERMINATION DATE, (II) A PRO RATED PORTION OF ANY AND ALL PERFORMANCE
BONUSES TO WHICH EMPLOYEE WOULD HAVE BEEN ENTITLED AS IF EMPLOYEE HAD REMAINED
EMPLOYED BY COMPANY AND ACHIEVED ALL GOALS AND OBJECTIVES UNDER SECTION 4(C) FOR
THE YEAR AS WELL AS THE QUARTER IN WHICH SUCH TERMINATION OCCURS, (III) SALARY,
PLUS ALL PERFORMANCE BONUSES TO WHICH EMPLOYEE WOULD HAVE BEEN ENTITLED AS IF
EMPLOYEE HAD REMAINED EMPLOYED BY COMPANY AND ACHIEVED ALL GOALS AND OBJECTIVES
UNDER SECTION 4(C) AND ALL BENEFITS FOR A PERIOD OF SIX (6) MONTHS AFTER THE
TERMINATION DATE, AND (IV) CONTINUE TO PROVIDE EMPLOYEE, AT COMPANY EXPENSE,
WITH THE SAME MEDICAL COVERAGE EMPLOYEE CARRIED WHILE AN ACTIVE EMPLOYEE FOR A
PERIOD OF SIX (6) MONTHS AFTER THE TERMINATION DATE, AFTER WHICH EMPLOYEE WILL
BE ELIGIBLE UNDER THE PROVISIONS OF COBRA.
ALL OF THE FOREGOING SHALL BE
PAYABLE IN ACCORDANCE WITH THE COMPANY'S THEN EFFECTIVE PAYROLL SCHEDULE
APPLICABLE TO EMPLOYEE.
THE TERM "GOOD REASON" MEANS EMPLOYEE'S RESIGNATION AS
AN EMPLOYEE OF THE COMPANY AS A RESULT OF (I) THE COMPANY MATERIALLY VIOLATING
ANY OF ITS MATERIAL OBLIGATIONS TO EMPLOYEE UNDER THIS AGREEMENT OR ANY OTHER
AGREEMENT WITH EMPLOYEE, (II)
A SUBSTANTIAL CHANGE IN EMPLOYEE'S DUTIES TO
WHICH EMPLOYEE DOES NOT CONSENT, (III)
A DECREASE IN EMPLOYEE'S SALARY OR
PERFORMANCE BONUSES TO WHICH EMPLOYEE DOES NOT CONSENT, OR (IV) THE COMPANY
FAILING TO ENTER INTO A NEW EMPLOYMENT AGREEMENT WITH THE EMPLOYEE THIRTY (30)
DAYS PRIOR TO THE EXPIRATION OF THIS AGREEMENT, ON TERMS EQUAL TO OR GREATER
THAN THE EXISTING AGREEMENT.
SUCH TERMINATION FOR GOOD REASON SHALL ONLY BE
EFFECTIVE IF EMPLOYEE GIVES THE COMPANY A MINIMUM OF 30 DAYS' WRITTEN NOTICE,
PROVIDED THAT THE OCCURRENCE OF SUCH VIOLATION SHALL HAVE OCCURRED WITHIN THE 60
DAYS PRECEDING SUCH NOTICE AND THAT THE COMPANY SHALL HAVE FAILED TO CURE SUCH
VIOLATION WITHIN 30 DAYS AFTER RECEIPT OF SUCH NOTICE.
11.
COVENANTS OF CONFIDENTIALITY AND NON-COMPETITION.
(A)
DEFINITIONS.
FOR THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE
THE MEANINGS SPECIFIED BELOW:
(I)
"PERSON" - ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, ASSOCIATION,
UNINCORPORATED ORGANIZATION OR OTHER ENTITY.
(II)
"TERMINATION DATE" - THE LAST DAY EMPLOYEE IS EMPLOYED BY COMPANY,
WHETHER SEPARATION IS VOLUNTARY OR INVOLUNTARY AND WITH OR WITHOUT CAUSE.
(III)
"CONFIDENTIAL INFORMATION" - INFORMATION RELATING TO COMPANY'S
CUSTOMERS, SUPPLIERS, DISTRIBUTORS, OPERATIONS, FINANCES, AND BUSINESS THAT
DERIVES VALUE FROM NOT BEING GENERALLY KNOWN TO OTHER PERSONS, INCLUDING, BUT
NOT LIMITED TO, TECHNICAL OR NONTECHNICAL DATA, FORMULAS, PATTERNS, COMPILATIONS
(INCLUDING COMPILATIONS OF CUSTOMER INFORMATION), PROGRAMS (INCLUDING COMPUTER
PROGRAMS AND
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SOFTWARE), DEVICES, METHODS, TECHNIQUES, DRAWINGS, PROCESSES, FINANCIAL DATA
(INCLUDING SALES AND SALES