OR POTENTIAL CUSTOMER, SUPPLIER, VENDOR OR OTHER BUSINESS
CONTACT OF THE COMPANY TO CANCEL, CURTAIL, OR OTHERWISE CHANGE ITS RELATIONSHIP
ADVERSELY TO THE COMPANY,
4
OR INTERFERE IN ANY MANNER WITH THE RELATIONSHIP BETWEEN THE COMPANY AND ANY OF
ITS CUSTOMERS, SUPPLIERS, VENDORS OR OTHER BUSINESS CONTACTS.
(C)
MODIFICATION.
IF THE DURATION OF, THE SCOPE OF, OR ANY BUSINESS
ACTIVITY COVERED BY, ANY PROVISION OF THIS SECTION 7 EXCEEDS THAT WHICH IS VALID
AND ENFORCEABLE UNDER APPLICABLE LAW, SUCH PROVISION WILL BE CONSTRUED TO COVER
ONLY THAT DURATION, SCOPE, OR ACTIVITY THAT IS DETERMINED TO BE VALID AND
ENFORCEABLE.
EXECUTIVE HEREBY ACKNOWLEDGES THAT THIS SECTION 7 WILL BE
CONSTRUED SO THAT ITS PROVISIONS ARE VALID AND ENFORCEABLE TO THE MAXIMUM
EXTENT, NOT EXCEEDING ITS EXPRESS TERMS, POSSIBLE UNDER APPLICABLE LAW.
(D)
NO ADEQUATE REMEDY AT LAW.
EXECUTIVE HEREBY ACKNOWLEDGES THAT THE
PROVISIONS OF THIS SECTION 7 ARE REASONABLE AND NECESSARY TO PROTECT THE
LEGITIMATE INTERESTS OF THE COMPANY AND THAT ANY VIOLATION OF THIS SECTION 7 BY
EXECUTIVE WILL CAUSE SUBSTANTIAL AND IRREPARABLE HARM TO THE COMPANY TO SUCH AN
EXTENT THAT MONETARY DAMAGES ALONE WOULD BE AN INADEQUATE REMEDY THEREFOR.
ACCORDINGLY, IN THE EVENT OF ANY ACTUAL OR THREATENED BREACH OF ANY SUCH
PROVISIONS, THE COMPANY WILL, IN ADDITION TO ANY OTHER REMEDIES IT MAY HAVE, BE
ENTITLED TO INJUNCTIVE AND OTHER EQUITABLE RELIEF TO ENFORCE SUCH PROVISIONS,
AND SUCH RELIEF MAY BE GRANTED WITHOUT THE NECESSITY OF PROVING ACTUAL MONETARY
DAMAGES.
8.
TERMINATION OF EMPLOYMENT.
(A)
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY UNDER THIS AGREEMENT WILL
TERMINATE UPON:
(I)
THE COMPANY PROVIDING WRITTEN NOTICE TO EXECUTIVE OF THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT, EFFECTIVE AS OF THE DATE STATED IN SUCH
NOTICE;
(II)
THE COMPANY'S RECEIPT OF EXECUTIVE'S WRITTEN RESIGNATION FROM THE
COMPANY, EFFECTIVE NOT EARLIER THAN 30 DAYS AFTER DELIVERY OF SUCH WRITTEN
NOTICE OF RESIGNATION, PROVIDED THAT THE BOARD MAY WAIVE SUCH NOTICE OR RELIEVE
EXECUTIVE OF EXECUTIVE'S DUTIES DURING SUCH NOTICE PERIOD;
(III)
EXECUTIVE'S DISABILITY; OR
(IV)
EXECUTIVE'S DEATH.
(B)
THE DATE UPON WHICH EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE
COMPANY IS EFFECTIVE IS THE "TERMINATION DATE."
FOR PURPOSES OF SECTION 9 OF
THIS AGREEMENT ONLY, THE TERMINATION DATE SHALL MEAN THE DATE ON WHICH A
"SEPARATION FROM SERVICE" HAS OCCURRED FOR PURPOSES OF SECTION 409A OF THE
INTERNAL REVENUE CODE AND THE REGULATIONS AND GUIDANCE THEREUNDER (THE "CODE").
9.
PAYMENT UPON INVOLUNTARY TERMINATION WITHOUT CAUSE.
If
Executive's employment with the Company is terminated involuntarily at the
initiative of the Company without Cause (as defined in Section 12 below), then,
in addition to such Base Salary and any other compensation that has been earned
but not paid to Executive as of the Termination
5
Date, the Company shall, subject to the conditions in Section 10, pay to
Executive (A) all Base Salary and the Bonus Plan payment set forth in
Section 3(b) above that would have been paid to Executive had Executive remained
employed by the Company for the remainder of the Term, regardless of