iHeartMedia 2003 Annual Report Download - page 156

business relationship within the six-month period preceding the Employee’s last
day of employment with the Company; or (iii) has included as a prospect in its
applicable pipeline) of the Company, or any subsidiary or affiliate of the
Company.
The Company and the Employee agree that the restrictions contained in this
noncompetition covenant are reasonable in scope and duration and are necessary
to protect the Company’s business interests and Confidential Information. If any
provision of this noncompetition covenant as applied to any party or to any
circumstance is adjudged by a court or arbitrator to be invalid or
unenforceable, the same will in no way affect any other circumstance or the
validity or enforceability of this Agreement. If any such provision, or any part
thereof, is held to be unenforceable because of the scope, duration, or
geographic area covered thereby, the parties agree that the court or arbitrator
making such determination shall have the power to reduce the scope and/or
duration and/or geographic area of such provision, and/or to delete specific
words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced. The parties agree and acknowledge that the
breach of this noncompetition covenant will cause irreparable damage to the
Company, and upon breach of any provision of this noncompetition covenant, the
Company shall be entitled to injunctive relief, specific performance, or other
equitable relief; provided, however, that this shall in no way limit any other
remedies which the Company may have (including, without limitation, the right to
seek monetary damages).
Should the Employee violate the provisions of this noncompetition covenant, then
in addition to all other rights and remedies available to the Company at law or
in equity, the duration of this covenant shall automatically be extended for the
period of time from which the Employee began such violation until he permanently
ceases such violation
7. TERMINATION.
The Employee’s employment with the Company may be terminated under the
following circumstances:
(A) DEATH. The Employee’s employment with the Company shall terminate upon
his death.
(B) DISABILITY. The Company may terminate the Employee’s employment with
the Company if, as a result of the Employee’s incapacity due to physical or
mental illness, the Employee is unable to perform his duties under this
Agreement on a full-time basis for more than 90 days in any 12 month period, as
determined by the Company.
(C) TERMINATION BY THE COMPANY. The Company may terminate the Employee’s
employment with the Company for any reason at any time upon one year’s written
notice. The Company may also terminate his employment for Cause. A termination
for Cause must be for one or more of the following reasons: (i) conduct by the
Employee constituting a material act of willful misconduct in connection with
the performance of his duties, including, without limitation, violation of the
Company’s policy on sexual harassment, misappropriation of funds or property of
the Company or any of its affiliates other than the occasional, customary and de
minimis use of Company property for personal purposes, or other willful
misconduct as determined in the sole reasonable discretion of the Company; (ii)
continued, willful and deliberate non-performance by the Employee of his duties
hereunder (other than by reason of the
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