Payment shall be made in four equal installments, with each installment equivalent to twenty-five percent (25%) of the total Non-Compete Payment: the first payment shall be made on or before the 3-month anniversary of Employee’s termination; the second payment shall be made on or before the 6-month anniversary of Employee’s termination; the third payment shall be made on or before the 9-month anniversary of Employee’s termination; and the fourth payment shall be made on or before the 12-month anniversary of Employee’s termination. Employee acknowledges and agrees that the Non-Compete Payment and payment schedule is mutually-agreed upon consideration sufficient to support the restrictions set forth in Section 1(a). The Non-Compete Payment obligation shall become effective upon termination of the Employee’s employment. The Company shall not be required to make the Non-Compete Payment and may unilaterally discontinue the Non-Compete Payment if (i) the non-competition restrictions set forth in Section 1(a) are ineffective because the Employee is laid off or terminated without Cause; (ii) the Company, pursuant to Section 1(d), waives the non-competition restrictions set forth in this Section 1(a); or (iii) the Employee breaches his or her obligations in Section 1(a). In the event of the Employee’s breach of the obligations in Section 1(a), the Company may unilaterally discontinue or refuse to make the Non-Compete Payment, in addition to and without limiting any other available rights and remedies the Company has, in law or equity, in connection with the Employee’s breach of this Agreement. Additionally, if Company determines, in its sole and absolute discretion, that Employee violated the obligations in Section 1(a), the Company may recover from the Employee any and all of the Non-Compete Payment that was made to the Employee.
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employment or other engagement with the Company, or (ii) hire, or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Company at any time during the term of the Employee’s employment with the Company; provided, that this clause (ii) shall not apply to the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company has been terminated for a period of six months or longer.
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8.Employment At-Will. The Employee acknowledges that this Agreement does not constitute a contract of employment, does not imply that the Company will continue his or her employment for any period of time and does not change the at-will nature of his or her employment.
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15.Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
THE EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT, THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL ABOUT THIS AGREEMENT, THAT EMPLOYEE ENTERS INTO THIS AGREEMENT FREELY AND VOLUNTARILY, AND THAT EMPLOYEE UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
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