THIS SHALL NOT AFFECT EXECUTIVE'S RIGHT TO RECEIVE ANY COMPENSATION OR
CONSIDERATION UNDER ANY OTHER AGREEMENT WITH RESO OR CGI.
(C)
TERMINATION "FOR CAUSE".
RESO SHALL HAVE
THE RIGHT TO TERMINATE THE EMPLOYMENT OF EXECUTIVE UNDER THIS AGREEMENT "FOR
CAUSE," AS SUCH TERM IS DEFINED BELOW, AT ANY TIME WITHOUT FURTHER LIABILITY OR
OBLIGATIONS TO EXECUTIVE, EXCEPTING ONLY THAT EXECUTIVE SHALL BE ENTITLED TO BE
PAID VACATION PAY AND BASE SALARY EARNED OR ACCRUED THROUGH THE DATE OF
TERMINATION, AND NO SEVERANCE PAYMENT SHALL BE DUE OR PAYABLE TO EXECUTIVE IN
SUCH EVENT. FOR PURPOSES OF THIS AGREEMENT, "FOR CAUSE" SHALL REFER TO ANY OF
THE FOLLOWING EVENTS AS DETERMINED IN THE JUDGMENT OF THE BOARD: (1) EXECUTIVE'S
REPEATED GROSS NEGLECT OF OR NEGLIGENCE IN THE PERFORMANCE OF HIS DUTIES;
(2) EXECUTIVE'S FAILURE OR REFUSAL TO FOLLOW INSTRUCTIONS GIVEN TO HIM BY THE
BOARD OR THE CGI BOARD; (3) EXECUTIVE'S REPEATED VIOLATION OF ANY PROVISION OF
CGI'S OR RESO'S BYLAWS OR OF THEIR OTHER STATED POLICIES, STANDARDS, OR
REGULATIONS; (4) EXECUTIVE BEING INVESTIGATED, INDICTED, CONVICTED OR PLEA
BARGAINING IN REGARD
2
TO ANY CRIMINAL OFFENSE, OTHER THAN MINOR TRAFFIC VIOLATIONS, BASED ON
EXECUTIVE'S CONDUCT OCCURRING DURING THE TERM OF THIS AGREEMENT; OR
(5) EXECUTIVE'S VIOLATION OR BREACH OF ANY MATERIAL TERM, COVENANT OR CONDITION
CONTAINED IN THIS AGREEMENT.
(D)
ACCRUED SALARY.
IN THE EVENT THAT RESO OR
EXECUTIVE TERMINATES THIS AGREEMENT FOR ANY REASON WHATSOEVER, EXECUTIVE SHALL
BE PAID (LESS ALL APPLICABLE DEDUCTIONS) ALL EARNED AND ACCRUED BASE
COMPENSATION DUE TO EXECUTIVE FOR SERVICES RENDERED UP TO THE DATE OF
TERMINATION.
(E)
SEVERANCE PAYMENT.
EXCEPT IN THE CASE OF
TERMINATION PURSUANT TO SECTION 6(A) (DEATH OR DISABILITY OF EXECUTIVE), OR
SECTION 6(C) (FOR CAUSE), IN THE EVENT THAT RESO TERMINATES THIS AGREEMENT
EXECUTIVE SHALL BE PAID ON THE DATE OF TERMINATION A SEVERANCE AMOUNT EQUAL TO
ALL AMOUNTS OF HIS ANNUAL BASE COMPENSATION, LESS ALL APPLICABLE DEDUCTIONS,
THAT WOULD HAVE BECOME DUE AND OWING TO EXECUTIVE THROUGH THE THREE YEAR
ANNIVERSARY OF THE DATE OF THIS AGREEMENT, AS IF EXECUTIVE'S EMPLOYMENT WITH
RESO HAD NOT BEEN TERMINATED PRIOR THERETO.
7.
NON-COMPETITION AND NON-SOLICITATION.
(A)
EXECUTIVE'S ACKNOWLEDGES THAT THE SERVICES
TO BE PERFORMED BY HIM UNDER THIS AGREEMENT ARE OF A SPECIAL, UNIQUE, UNUSUAL,
EXTRAORDINARY AND INTELLECTUAL CHARACTER, AND THE PROVISIONS OF THIS SECTION 7
ARE REASONABLE AND NECESSARY TO PROTECT RESO'S BUSINESS.
(B)
IN CONSIDERATION OF THE FOREGOING
ACKNOWLEDGMENTS BY EXECUTIVE, AND IN CONSIDERATION OF THE COMPENSATION AND
BENEFITS TO BE PAID OR PROVIDED TO EXECUTIVE BY RESO, EXECUTIVE COVENANTS THAT
HE WILL NOT, DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF ONE (1) YEAR
THEREAFTER, DIRECTLY OR INDIRECTLY:
(1)
EXCEPT IN THE COURSE OF HIS EMPLOYMENT
HEREUNDER, ENGAGE OR INVEST IN, OWN, MANAGE, OPERATE, FINANCE, CONTROL, OR
PARTICIPATE IN THE OWNERSHIP, MANAGEMENT, OPERATION, FINANCING, OR CONTROL OF,
BE EMPLOYED BY, ASSOCIATED WITH, OR IN ANY MANNER CONNECTED WITH, ANY BUSINESS
WHOSE PRODUCTS OR SERVICES COMPETE IN WHOLE OR IN PART WITH THE PRODUCTS OR
SERVICES