THIS PURPOSE ANY SUCH CHANGE THAT IS AN ISOLATED AND INADVERTENT ACTION NOT
TAKEN IN BAD FAITH AND THAT IS REMEDIED BY THE COMPANY PROMPTLY AFTER RECEIPT OF
NOTICE THEREOF GIVEN BY THE EMPLOYEE OR THAT IS AUTHORIZED PURSUANT TO THIS
AGREEMENT OR THAT RELATE TO NEW BUSINESSES NOT OPERATED BY THE COMPANY AS OF THE
DATE OF THIS AGREEMENT, (II) A MATERIAL REDUCTION IN EMPLOYEE'S ANNUAL BASE
SALARY, OR (III) A RELOCATION OF EMPLOYEE'S PRINCIPAL PLACE OF BUSINESS MORE
THAN 25 MILES FROM THE NEW YORK, NEW YORK METROPOLITAN AREA.
(D)
TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR
CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. UPON TERMINATION OF EMPLOYEE'S
EMPLOYMENT PRIOR TO EXPIRATION OF THE TERM (I) BY THE COMPANY WITHOUT CAUSE
(OTHER THAN FOR DEATH OR DISABILITY) OR (II) UPON EMPLOYEE'S RESIGNATION FOR
GOOD REASON, SUBJECT TO EMPLOYEE'S EXECUTION AND NON-REVOCATION OF A GENERAL
RELEASE OF THE COMPANY AND ITS AFFILIATES SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT B AND EMPLOYEE'S COMPLIANCE WITH SECTIONS 2(A) THROUGH 2(E),
(A) THE COMPANY SHALL PAY EMPLOYEE THE BASE SALARY THROUGH THE REMAINDER OF THE
TERM; AND (B) THE COMPANY SHALL PAY EMPLOYEE WITHIN 30 DAYS OF THE DATE OF SUCH
TERMINATION IN A LUMP SUM IN CASH ANY ACCRUED OBLIGATIONS (AS DEFINED IN
PARAGRAPH 1(F) BELOW).
(E)
MITIGATION; OFFSET. IN THE EVENT OF TERMINATION OF EMPLOYEE'S
EMPLOYMENT PRIOR TO THE END OF THE TERM, IN NO EVENT SHALL EMPLOYEE BE OBLIGATED
TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF MITIGATION OF
SEVERANCE BENEFITS OR OTHER COMPENSATION OR BENEFITS. IF EMPLOYEE OBTAINS OTHER
EMPLOYMENT DURING THE TERM, THE AMOUNT OF ANY SEVERANCE PAYMENTS TO BE MADE TO
EMPLOYEE UNDER SECTION 1(D) HEREOF AFTER THE DATE SUCH EMPLOYMENT IS SECURED
SHALL BE OFFSET BY THE AMOUNT OF COMPENSATION EARNED BY EXECUTIVE FROM SUCH
EMPLOYMENT THROUGH THE END OF THE TERM. FOR PURPOSES OF THIS SECTION 1(E),
EMPLOYEE SHALL HAVE AN OBLIGATION TO INFORM THE COMPANY PROMPTLY REGARDING
EMPLOYEE'S EMPLOYMENT STATUS FOLLOWING TERMINATION AND DURING THE PERIOD
ENCOMPASSING THE TERM.
(F)
ACCRUED OBLIGATIONS. AS USED IN THIS AGREEMENT, "ACCRUED
OBLIGATIONS" SHALL MEAN THE SUM OF (I) ANY PORTION OF EMPLOYEE'S ACCRUED BUT
UNPAID BASE SALARY THROUGH THE DATE OF DEATH OR TERMINATION OF EMPLOYMENT FOR
ANY REASON, AS THE CASE MAY BE; AND (II) ANY COMPENSATION PREVIOUSLY EARNED BUT
DEFERRED BY EMPLOYEE (TOGETHER WITH ANY INTEREST OR EARNINGS THEREON) THAT HAS
NOT YET BEEN PAID.
2.
CONFIDENTIAL INFORMATION; NON-COMPETE; NON-SOLICITATION; AND
PROPRIETARY RIGHTS.
(A)
CONFIDENTIALITY. EMPLOYEE ACKNOWLEDGES THAT WHILE EMPLOYED BY THE
COMPANY EMPLOYEE WILL OCCUPY A POSITION OF TRUST AND CONFIDENCE. EMPLOYEE SHALL
NOT, EXCEPT AS MAY BE REQUIRED TO PERFORM EMPLOYEE'S DUTIES HEREUNDER OR AS
REQUIRED BY APPLICABLE LAW, DISCLOSE TO OTHERS OR USE, WHETHER DIRECTLY OR
INDIRECTLY, ANY CONFIDENTIAL INFORMATION. "CONFIDENTIAL INFORMATION" SHALL MEAN
INFORMATION ABOUT THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, AND
THEIR CLIENTS AND CUSTOMERS THAT IS NOT DISCLOSED BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR