OF ANY OF THE PROVISIONS OF THIS SECTION 4
(INCLUDING SECTION 4(E)(I)), THE COMPANY AND/OR ITS RELATED ENTITIES WOULD
SUFFER IRREPARABLE HARM, THE DAMAGES SUFFERED BY THE COMPANY AND/OR ITS RELATED
ENTITIES MAY BE DIFFICULT TO ASCERTAIN, AND THE COMPANY AND/OR ITS RELATED
ENTITIES MAY NOT HAVE AN ADEQUATE REMEDY AT LAW.
ACCORDINGLY, THE PARTIES AGREE
THAT IN THE EVENT OF SUCH A BREACH BY EXECUTIVE, IF THE COMPANY SO ELECTS, THE
COMPANY AND/OR ITS RELATED ENTITIES SHALL BE ENTITLED, IN ADDITION TO ALL OTHER
REMEDIES AVAILABLE TO IT, TO ENFORCE THIS SECTION 4 BY SEEKING AN INJUNCTION,
RESTRAINING ORDER, SPECIFIC PERFORMANCE OR OTHER INJUNCTIVE RELIEF, WITHOUT
BOND.
NOTWITHSTANDING THE PROVISIONS OF SECTION 13(E) BELOW, AN ACTION BY THE
COMPANY AND/OR ITS RELATED ENTITIES SEEKING TO IMPOSE ANY OF SUCH REMEDIES MAY
BE BROUGHT IN A COURT OF LAW.
SUCH REMEDIES SHALL NOT BE DEEMED TO BE EXCLUSIVE
OF ANY OTHER REMEDIES AVAILABLE TO THE COMPANY AND/OR ITS RELATED ENTITIES, BY
JUDICIAL OR ARBITRAL PROCEEDINGS OR OTHERWISE.
(III)
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY'S
AGREEMENT TO PROVIDE THE BENEFITS PAYABLE TO EXECUTIVE UPON TERMINATION OF
EMPLOYMENT PURSUANT TO SECTION 5 ARE ADDITIONAL CONSIDERATION FOR EXECUTIVE'S
AGREEMENT TO ABIDE BY THE RESTRICTIVE COVENANTS CONTAINED IN THIS SECTION 4
INCLUDING, WITHOUT LIMITATION, THE NON-SOLICITATION AND NON-COMPETITION
PROVISIONS OF SECTION 4(D) AND THE COMPANY SHALL BE RELEASED FROM ANY OBLIGATION
TO PROVIDE SUCH BENEFITS IN THE EVENT OF EXECUTIVE'S VIOLATION OF ANY OF THESE
COVENANTS.
5.
TERMINATION OF EMPLOYMENT.
(A)
THE TERM AND EXECUTIVE'S EMPLOYMENT BY THE
COMPANY AND ITS RELATED ENTITIES (I) MAY BE TERMINATED (A) BY THE COMPANY AT ANY
TIME WITH CAUSE IN ACCORDANCE WITH SECTION 5(F)(I) OR WITHOUT CAUSE OR DUE TO
EXECUTIVE'S DISABILITY, (B) BY EXECUTIVE AT ANY TIME OUTSIDE THE PROTECTION
PERIOD (AS DEFINED BELOW) FOR ANY OR NO REASON UPON NOT LESS THAN 90 DAYS
WRITTEN NOTICE OR (C) DURING THE PROTECTION PERIOD (I) BY EXECUTIVE FOR GOOD
REASON IN ACCORDANCE WITH SECTION 5(F)(III) AND (II) BY EXECUTIVE WITHOUT GOOD
REASON UPON NOT LESS THAN 90 DAYS WRITTEN
8
NOTICE AND (II) SHALL AUTOMATICALLY TERMINATE UPON EXECUTIVE'S DEATH.
UPON ANY
TERMINATION OF EXECUTIVE'S EMPLOYMENT, EXECUTIVE AGREES TO AUTOMATICALLY RESIGN,
AND IS DEEMED TO HAVE AUTOMATICALLY RESIGNED FROM, ALL POSITIONS WITH THE
COMPANY AND ITS RELATED ENTITIES, INCLUDING AS A MEMBER OF THE BOARD OR THE
BOARD OF ANY SUBSIDIARY.
IN THE EVENT EXECUTIVE PROVIDES NOTICE OF HIS INTENT
TO TERMINATE HIS EMPLOYMENT WITHOUT GOOD REASON, THE COMPANY MAY PLACE EXECUTIVE
ON GARDEN LEAVE DURING ALL OR A PORTION OF THE 90-DAY NOTICE PERIOD, WHICH MAY
ENTAIL, WITHOUT LIMITATION, RELIEVING EXECUTIVE OF HIS POSITIONS AND/OR DUTIES
WITH THE COMPANY AND ITS RELATED ENTITIES OR PREVENTING EXECUTIVE FROM
PERFORMING HIS SERVICES AT A COMPANY LOCATION AND ANY SUCH ACTIONS SHALL NOT BE
A BREACH OF THIS AGREEMENT, BE CONSIDERED TO BE A TERMINATION OF EXECUTIVE
WITHOUT CAUSE OR CONSTITUTE AN EVENT OF "GOOD REASON". THE COMPANY SHALL
CONTINUE TO COMPLY WITH ITS OBLIGATIONS UNDER SECTION 3 DURING ANY