be of no further force and
effect.
11.
REMEDIES. THE PARTIES AGREE THAT, IN THE
EVENT OF A BREACH OF THE PROVISIONS OF SECTION 8, THE COMPANY WOULD SUFFER
IRREPARABLE HARM. ACCORDINGLY, THE EXECUTIVE AGREES THAT, IN ADDITION TO ANY
OTHER REMEDIES AVAILABLE TO THE COMPANY, THE COMPANY SHALL BE ENTITLED TO
INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE AND OTHER EQUITABLE RELIEF TO SECURE THE
ENFORCEMENT OF THEREOF. IF ANY PROVISIONS OF SECTION 7 RELATING TO THE TIME
PERIOD, SCOPE OF ACTIVITIES, GEOGRAPHIC AREA OF RESTRICTIONS OR OTHERWISE IS
DECLARED BY A COURT OF COMPETENT JURISDICTION TO EXCEED THE MAXIMUM PERMISSIBLE
TIME PERIOD, SCOPE OF ACTIVITIES, GEOGRAPHIC AREA OR OTHER MATTER OF PUBLIC
POLICY, THE MAXIMUM TIME PERIOD, SCOPE OF ACTIVITIES, GEOGRAPHIC AREA OR OTHER
MATTER, AS THE CASE MAY BE, SHALL BE REDUCED TO THE MAXIMUM WHICH SUCH COURT
DEEMS ENFORCEABLE.
12.
TERMINATION. THIS AGREEMENT MAY BE
TERMINATED PRIOR TO THE EXPIRATION OF THE TERM SET FORTH IN SECTION 2 UPON THE
OCCURRENCE OF ANY OF THE EVENTS SET FORTH IN, AND SUBJECT TO THE TERMS OF, THIS
SECTION 10.
(A)
DEATH. THIS AGREEMENT WILL TERMINATE
IMMEDIATELY AND AUTOMATICALLY UPON THE DEATH OF THE EXECUTIVE.
(B)
DISABILITY.
THIS AGREEMENT MAY BE
TERMINATED AT THE COMPANY'S OPTION, IMMEDIATELY UPON WRITTEN NOTICE TO THE
EXECUTIVE, IF THE EXECUTIVE SHALL SUFFER A PERMANENT DISABILITY. FOR THE
PURPOSES OF THIS AGREEMENT, THE TERM " PERMANENT DISABILITY" SHALL HAVE THE
MEANING SET FORTH IN THE COMPANY'S DISABILITY INSURANCE POLICY, AS IN EFFECT
FROM TIME TO TIME, OR IN THE ABSENCE OF SUCH A DEFINITION THEREIN, SHALL MEAN
THE EXECUTIVE'S INABILITY TO PERFORM ONE OR MORE OF HIS ESSENTIAL DUTIES UNDER
THIS AGREEMENT WITH REASONABLE ACCOMMODATION FOR A PERIOD OF 120 CONSECUTIVE
DAYS OR FOR AN AGGREGATE OF 150 DAYS, WHETHER OR NOT CONSECUTIVE, IN ANY TWELVE
MONTH PERIOD (THE "DISABILITY PERIOD"), DUE TO ILLNESS, ACCIDENT OR ANY OTHER
PHYSICAL OR MENTAL INCAPACITY, AS REASONABLY DETERMINED BY A PHYSICIAN SELECTED
IN GOOD FAITH BY THE BOARD.
6
(C)
CAUSE. THIS AGREEMENT MAY BE TERMINATED AT
THE COMPANY'S OPTION, IMMEDIATELY UPON WRITTEN NOTICE TO THE EXECUTIVE FOR
CAUSE. FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN EXECUTIVE'S
(I) CONVICTION FOR FRAUD OR EMBEZZLEMENT; OR (II) WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER (OTHER
THAN AS A RESULT OF TOTAL OR PARTIAL INCAPACITY DUE TO PHYSICAL OR MENTAL
ILLNESS).
FOR PURPOSES OF THIS AGREEMENT, NO ACT OR FAILURE TO ACT BY EXECUTIVE
SHALL BE DEEMED "WILLFUL" OR "NEGLIGENT" UNLESS DONE, OR ADMITTED TO BE DONE, IN
BAD FAITH OR WITHOUT THE REASONABLE BELIEF THAT THE ACT OR FAILURE TO ACT WAS IN
THE BEST INTEREST OF THE COMPANY. ANY ACT OR FAILURE TO ACT ON THE BASIS OF
AUTHORITY GIVEN BY A RESOLUTION DULY ADOPTED BY THE COMPANY'S BOARD OF DIRECTORS
OR ON THE BASIS OF ADVICE GIVEN BY LEGAL COUNSEL FOR THE COMPANY OR THE
COMPANY'S ACCOUNTANTS SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DONE, OR
OMITTED TO BE DONE,