OTHER REMEDIES SPECIFIED IN SECTION
9 (ENTITLED "REMEDY") OF YOUR EMPLOYMENT AGREEMENT, THE PAYMENTS AND BENEFITS
UNDER SECTION 5(C)(I) AND (II) OF YOUR EMPLOYMENT AGREEMENT WILL BE SUBJECT TO
YOUR CONTINUED COMPLIANCE WITH THE RESTRICTIVE COVENANTS SET FORTH IN SECTION 7
OF YOUR EMPLOYMENT AGREEMENT (ENTITLED "CONFIDENTIAL INFORMATION, REMOVAL OF
DOCUMENTS AND CERTAIN POST EMPLOYMENT UNDERTAKINGS") AND SECTION 8(B) OF YOUR
EMPLOYMENT AGREEMENT (RELATING TO THE SOLICITATION AND HIRING OF EMPLOYEES).
(2)
YOUR RIGHT TO THE IMMEDIATE VESTING OF YOUR STOCK OPTIONS AND
RIGHTS IN CONNECTION WITH TERMINATION WITHOUT "CAUSE" TREATMENT UNDER THE EQUITY
AWARD AGREEMENTS GOVERNING YOUR RESTRICTED STOCK UNITS SHALL BE CONDITIONED UPON
YOUR CONTINUED COMPLIANCE WITH
SECTIONS 7 AND 8(B) AND THE NON-COMPETITION
RESTRICTION SET FORTH IN SECTION 4(A)(3) BELOW.
(3)
DURING THE 12 MONTH PERIOD FOLLOWING YOUR RESIGNATION DATE,
YOU WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, PARTICIPATE IN
THE OWNERSHIP, MANAGEMENT, OPERATION OR CONTROL OF A "COMPETITOR" (AS DEFINED
BELOW) OR BE EMPLOYED BY OR PERFORM SERVICES FOR A COMPETITOR IN A POSITION
SUBSTANTIALLY SIMILAR TO YOUR POSITION WITH THE COMPANY; PROVIDED, HOWEVER, THAT
YOU MAY OWN, SOLELY AS A PASSIVE INVESTMENT, SECURITIES OF ANY ENTITY TRADED ON
A NATIONAL SECURITIES EXCHANGE IF YOU ARE NOT A CONTROLLING PERSON OF (NOR OWN
INDIVIDUALLY OR AS A MEMBER OF A GROUP, 5% OR MORE OF) SUCH ENTITY.
FOR
PURPOSES HEREOF, "COMPETITOR" MEANS ANY BROKER-DEALER OR FINANCIAL ADVISORY FIRM
WHOSE PRINCIPAL PLACE OF BUSINESS IS IN THE UNITED STATES.
THE FOREGOING
NOTWITHSTANDING, IN NO EVENT WILL SERVING AS AN EMPLOYEE, PRINCIPAL, CONSULTANT
OR ADVISOR TO A PRIVATE EQUITY FIRM OR ASSET MANAGEMENT FIRM CONSTITUTE A BREACH
OF THE FOREGOING NON-COMPETITION COVENANT.
IN ADDITION TO THE REMEDY SET FORTH
HEREIN RELATING TO THE EQUITY AWARDS, THE REMEDIES UNDER SECTION 9 OF THE
EMPLOYMENT AGREEMENT SHALL APPLY TO THIS NON-COMPETITION RESTRICTION AS IF SET
FORTH HEREIN.
-2-
(B)
FORFEITURE.
IF YOU FAIL TO FULFILL THE APPLICABLE OBLIGATIONS
UNDER SECTION 4(A) HEREOF, YOU WILL FORFEIT THE RIGHTS IN RESPECT OF ANY UNPAID
PAYMENTS AND BENEFITS UNDER YOUR EMPLOYMENT AGREEMENT AND YOUR RIGHTS IN RESPECT
OF YOUR EQUITY AWARDS THAT HAVE NOT VESTED, BEEN EXERCISED OR SETTLED, AS
APPLICABLE, PRIOR TO THE DATE ANY SUCH BREACH IS DETERMINED TO HAVE OCCURRED.
AS A CONDITION TO THE NON-FORFEITURE OF YOUR EQUITY AWARDS AND TO THE CONTINUED
RIGHTS IN RESPECT THEREOF, THE COMPANY MAY REQUIRE YOU TO DELIVER A WRITTEN
CERTIFICATION TO THE COMPANY, IN THE FORM
REQUESTED BY THE COMPANY FROM TIME TO
TIME, IN WHICH YOU REPRESENT THAT YOU HAVE COMPLIED WITH THE APPLICABLE
COVENANTS AND THAT NO FORFEITURE EVENT HAS OCCURRED.
5.
COOPERATION; RETURN OF PROPERTY.
YOU WILL MAKE YOURSELF AVAILABLE TO THE COMPANY FOLLOWING THE
RESIGNATION DATE TO ASSIST, AS MAY BE REQUESTED BY THE COMPANY AT MUTUALLY
CONVENIENT TIMES AND PLACES, WITH RESPECT TO PENDING AND FUTURE LITIGATIONS,
ARBITRATIONS, GOVERNMENTAL INVESTIGATIONS OR OTHER DISPUTE RESOLUTIONS RELATING
TO OR IN CONNECTION WITH MATTERS THAT AROSE DURING YOUR EMPLOYMENT WITH THE
COMPANY.
IN ADDITION, YOU SHALL