(6) MONTHS OR THE
REMAINDER OF THE TERM, WHEREUPON THE COMPANY SHALL HAVE NO FURTHER LIABILITY OR
OBLIGATION TO EMPLOYEE UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT EMPLOYEE
SHALL HAVE A DUTY TO MITIGATE DAMAGES BY SEEKING OTHER EMPLOYMENT.
IF EMPLOYEE
SHALL OBTAIN OTHER EMPLOYMENT, PERFORM CONSULTING SERVICES OR BECOME ENTITLED TO
UNEMPLOYMENT BENEFITS, EMPLOYEE SHALL IMMEDIATELY NOTIFY THE COMPANY IN WRITING
AND THE COMPANY SHALL HAVE THE RIGHT TO OFFSET ON A DOLLAR FOR DOLLAR BASIS ANY
AMOUNTS PAYABLE TO EMPLOYEE UNDER THIS CLAUSE (II) BY ANY AMOUNTS EARNED BY
EMPLOYEE THROUGH OTHER EMPLOYMENT, CONSULTING ACTIVITIES OR UNEMPLOYMENT
BENEFITS.
EMPLOYEE AGREES TO KEEP THE COMPANY INFORMED OF WHETHER EMPLOYEE'S
EMPLOYMENT OR CONSULTING ACTIVITIES ARE ON A FULL OR PART-TIME BASIS, AND TO
PROVIDE THE COMPANY WITH SUCH OTHER DETAILS AS THE COMPANY SHALL REQUEST.
D.
EMPLOYEE MAY TERMINATE HIS OR HER
EMPLOYMENT FOR ANY REASON UPON SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO THE
COMPANY.
IF EMPLOYEE TERMINATES HIS OR HER EMPLOYMENT PURSUANT TO THIS SECTION
4D, THE COMPANY SHALL AS SOON AS ADMINISTRATIVELY FEASIBLE FOLLOWING TERMINATION
PAY EMPLOYEE THE BASE COMPENSATION EARNED THROUGH THE DATE OF TERMINATION,
WHEREUPON THE COMPANY SHALL HAVE NO FURTHER LIABILITY OR OBLIGATION TO EMPLOYEE
UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING OBLIGATIONS TO PAY EMPLOYEE
POST-TERMINATION SEVERANCE COMPENSATION.
E.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT
THE PAYMENTS SET FORTH IN THIS SECTION 4 CONSTITUTE LIQUIDATED DAMAGES FOR
TERMINATION OF EMPLOYEE'S EMPLOYMENT DURING THE TERM AND SUCH LIQUIDATED DAMAGES
SHALL BE HIS ONLY REMEDY WITH RESPECT TO ANY CLAIM, INCLUDING, WITHOUT
LIMITATION, BREACH OF CONTACT, HE MAY HAVE UNDER THIS AGREEMENT AND THAT PRIOR
TO RECEIVING ANY SUCH PAYMENTS UNDER SECTION 4 AND AS A MATERIAL CONDITION
THEREOF, EMPLOYEE SHALL SIGN AND AGREE TO BE BOUND BY A GENERAL RELEASE OF
CLAIMS IN FAVOR OF THE COMPANY AND ITS AFFILIATES RELATED TO
3
EMPLOYEE'S EMPLOYMENT (AND TERMINATION OF EMPLOYMENT) WITH THE COMPANY AND, IF
APPLICABLE, ANY AFFILIATES IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT
B AS MAY BE MODIFIED BY THE COMPANY IN GOOD FAITH TO REFLECT CHANGES IN LAW OR
ITS EMPLOYMENT PRACTICES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT
TO THE CONTRARY, EMPLOYEE ACKNOWLEDGES AND AGREES THAT OTHER THAN ANY CLAIM FOR
THE LIQUIDATED DAMAGES CONTEMPLATED HEREUNDER, EMPLOYEE WAIVES ANY RIGHTS TO BE
AWARDED ANY OTHER DAMAGES WITH RESPECT TO ANY CLAIM EMPLOYEE MAY HAVE UNDER THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY OR PUNITIVE DAMAGES.
5.
RESTRICTIVE COVENANTS
For purposes of this section 5, the term "Company" shall include, in addition to
the Company, its affiliates and any of their respective predecessors,
successors, and assigns.
A.
EMPLOYEE ACKNOWLEDGES THAT:
(I) AS A
RESULT OF EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY, EMPLOYEE WILL OBTAIN SECRET,
PROPRIETARY AND CONFIDENTIAL INFORMATION CONCERNING THE BUSINESS OF THE COMPANY,
INCLUDING, WITHOUT LIMITATION, BUSINESS AND MARKETING PLANS, STRATEGIES,
EMPLOYEE LISTS, PATRON LISTS, OPERATING PROCEDURES, BUSINESS RELATIONSHIPS
(INCLUDING PERSONS, CORPORATIONS OR OTHER ENTITIES PERFORMING SERVICES ON BEHALF
OF OR OTHERWISE ENGAGED IN BUSINESS TRANSACTIONS WITH THE COMPANY), ACCOUNTS,
FINANCIAL DATA, KNOW-HOW,