BY EXECUTIVE OF ANY OF THE
PROVISIONS OF THIS SECTION 6, THE COMPANY WOULD SUFFER IRREPARABLE HARM, AND IN
ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES EXISTING IN ITS FAVOR,
THE COMPANY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER
EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN ORDER TO ENFORCE OR
PREVENT ANY VIOLATIONS OF THE PROVISIONS HEREOF.
IN ADDITION, IN THE EVENT OF A
BREACH OR VIOLATION BY EXECUTIVE OF THIS SECTION 6, THE NONCOMPETE PERIOD SHALL
BE AUTOMATICALLY EXTENDED BY THE AMOUNT OF TIME BETWEEN THE INITIAL OCCURRENCE
OF THE BREACH OR VIOLATION AND WHEN SUCH BREACH OR VIOLATION HAS BEEN DULY
CURED. EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN THIS SECTION 6
ARE REASONABLE AND THAT HE HAS REVIEWED THE PROVISIONS OF THIS AGREEMENT WITH
HIS LEGAL COUNSEL.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COVENANTS
CONTAINED IN THIS SECTION 6 ARE IN ADDITION TO, RATHER THAN IN LIEU OF, ANY
SIMILAR OR RELATED COVENANTS TO WHICH EXECUTIVE IS A PARTY OR BY WHICH HE IS
BOUND.
(D)
EXECUTIVE AGREES THAT EXECUTIVE SHALL NOT, AT ANY TIME, WHETHER DURING OR
AFTER EXECUTIVE CEASES TO PROVIDE SERVICES TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, MAKE OR PUBLISH ANY UNTRUTHFUL STATEMENT (ORALLY OR IN WRITING)
THAT INTENTIONALLY LIBELS, SLANDERS, DISPARAGES OR OTHERWISE DEFACES THE
GOODWILL OR REPUTATION (WHETHER OR NOT SUCH DISPARAGEMENT LEGALLY CONSTITUTES
LIBEL OR SLANDER) OF THE COMPANY, ANY SUBSIDIARY OR ANY OF THEIR AFFILIATES, OR
ITS OTHER OFFICERS, MANAGERS, DIRECTORS, PARTNERS OR INVESTMENT PROFESSIONALS.
EXECUTIVE ACKNOWLEDGES THAT HE, AS PART OF HIS EMPLOYMENT, IS RESPONSIBLE FOR
PRESERVING THE GOODWILL OR REPUTATION OF THE AFOREMENTIONED PARTIES.
7.
CONFIDENTIAL INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT THE
CONFIDENTIAL INFORMATION IS THE PROPERTY OF THE COMPANY OR SUCH SUBSIDIARY.
THEREFORE, EXECUTIVE AGREES THAT HE SHALL NOT DISCLOSE TO ANY PERSON OR ENTITY
OR USE FOR ANY PURPOSE (OTHER THAN FOR THE BENEFIT OF THE COMPANY AND ITS
SUBSIDIARIES) ANY CONFIDENTIAL INFORMATION OR ANY CONFIDENTIAL OR PROPRIETARY
INFORMATION OF OTHER PERSONS OR ENTITIES IN THE POSSESSION OF THE COMPANY AND
ITS SUBSIDIARIES ("THIRD PARTY INFORMATION"), WITHOUT THE
6
PRIOR WRITTEN CONSENT OF THE BOARD, UNLESS AND TO THE EXTENT THAT THE
CONFIDENTIAL INFORMATION OR THIRD PARTY INFORMATION BECOMES GENERALLY KNOWN TO
AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF EXECUTIVE'S ACTS
OR OMISSIONS.
EXECUTIVE SHALL DELIVER TO THE COMPANY AT THE TERMINATION OR
EXPIRATION OF THE EMPLOYMENT PERIOD, OR AT ANY OTHER TIME THE COMPANY MAY
REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER TAPES,
PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND COPIES THEREOF)
EMBODYING OR RELATING TO THE CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED
BELOW) OR THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY WHICH HE MAY THEN
POSSESS OR HAVE UNDER HIS CONTROL.
8.
DEFINITIONS.
"1933 Act" means the Securities Act of 1933, as amended from time to time.
"Board" means the board of directors of the Company.
"Cause" means, with respect to Executive, one or more of