THAN ONE PERCENT (1%) OF THE OUTSTANDING SECURITIES OF ANY CLASS OF ANY
PUBLICLY-TRADED SECURITIES OF A COMPANY THAT IS ENGAGED IN ACTIVITIES REFERENCED
IN SECTION 8.1 HEREOF;
3
8.3.
SOLICIT OR CALL ON, EITHER DIRECTLY OR
INDIRECTLY, ANY SUPPLIER WITH WHOM THE COMPANY SHALL HAVE DEALT AT ANY TIME
DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE TERMINATION OF
EMPLOYEE'S EMPLOYMENT HEREUNDER;
8.4.
INFLUENCE OR ATTEMPT TO INFLUENCE ANY SUPPLIER
OR POTENTIAL SUPPLIER OF THE COMPANY TO TERMINATE OR MODIFY ANY WRITTEN OR ORAL
AGREEMENT OR COURSE OF DEALING WITH THE COMPANY; OR
8.5.
INFLUENCE OR ATTEMPT TO INFLUENCE ANY PERSON
TO EITHER (I) TERMINATE OR MODIFY HIS EMPLOYMENT, CONSULTING, AGENCY,
DISTRIBUTORSHIP OR OTHER ARRANGEMENT WITH THE COMPANY, OR (II) EMPLOY OR RETAIN,
OR ARRANGE TO HAVE ANY OTHER PERSON OR ENTITY EMPLOY OR RETAIN, ANY PERSON WHO
HAS BEEN EMPLOYED OR RETAINED BY THE COMPANY AS AN EMPLOYEE, CONSULTANT, AGENT
OR DISTRIBUTOR OF THE COMPANY AT ANY TIME DURING THE ONE (1) YEAR PERIOD
IMMEDIATELY PRECEDING THE TERMINATION OF EMPLOYEE'S EMPLOYMENT HEREUNDER.
The term "Prohibited Business" shall mean both (i) the manufacturer, marketing
and/or sale of maternity clothing, and (ii) any other specialty apparel retail
niche market in which the Company is conducting or currently implementing plans
to conduct its vertically integrated operating strategy (it being agreed that
the scope of any such niche market will be made by reference to the relevant
characteristics upon which such specific market is defined (e.g. identifiable
target customer base, price point, fashion point-of-view, styling and retail
distribution locations)).
9.
TERMINATION.
EMPLOYEE'S EMPLOYMENT
HEREUNDER MAY BE TERMINATED DURING THE TERM UPON THE OCCURRENCE OF ANY ONE OF
THE EVENTS DESCRIBED IN THIS SECTION 9.
UPON TERMINATION, EMPLOYEE SHALL BE
ENTITLED ONLY TO SUCH COMPENSATION AND BENEFITS AS DESCRIBED IN THE APPLICABLE
SUBSECTION OF THIS SECTION 9.
9.1.
TERMINATION BY DEATH.
IN THE EVENT THAT
EMPLOYEE DIES DURING THE TERM, EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL BE
TERMINATED THEREBY AND THE COMPANY SHALL PAY TO EMPLOYEE'S EXECUTORS, LEGAL
REPRESENTATIVES OR ADMINISTRATORS AN AMOUNT EQUAL TO THE ACCRUED AND UNPAID
PORTION OF HIS BASE SALARY, BENEFITS, CASH BONUS AND OPTION COMPENSATION ("CASH
BONUS" AND "OPTION COMPENSATION" COLLECTIVELY, THE "BONUSES") THROUGH THE END OF
THE MONTH IN WHICH HE DIES, IN ADDITION TO THE SEVERANCE PAY (AS DEFINED
HEREIN).
ALL OUTSTANDING OPTIONS SHALL BECOME IMMEDIATELY VESTED AND
EXERCISABLE.
FOR PURPOSES OF THIS AGREEMENT, ACCRUED BUT UNPAID CASH BONUSES
AND OPTION COMPENSATION MEANS ANY BONUSES PAYABLE WITH RESPECT TO A YEAR ENDING
PRIOR TO THE DATE OF TERMINATION, AS WELL AS A PRO-RATA PORTION OF ANY BONUSES
THAT WOULD HAVE BEEN PAID FOR THE YEAR OF TERMINATION, BUT FOR THAT
TERMINATION.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE AMOUNT OF SUCH BONUSES
WILL BE DETERMINED AND PAID IN THE SAME MANNER AND AS OF THE SAME DATE THAT
BONUSES WOULD OTHERWISE HAVE BEEN DETERMINED AND PAID FOR THE APPLICABLE YEAR,
BUT FOR THE TERMINATION (THE "CUSTOMARY PAYMENT DATE") AND WILL BE PRO-RATED, AS
APPLICABLE, BASED ON THE