OR DISCLOSURE BY THE PARTICIPANT COMPELLED BY LEGAL
PROCESS OR REQUIRED BY APPLICABLE LAW OR ANY BONA-FIDE EXERCISE BY THE
PARTICIPANT OF ANY SHAREHOLDER RIGHTS HE OR SHE MAY OTHERWISE HAVE.
SECTION 5.05
REASONABLENESS.
IN THE EVENT THE PROVISIONS OF THIS
ARTICLE V SHALL EVER BE DEEMED TO EXCEED THE TIME, SCOPE OR GEOGRAPHIC
LIMITATIONS PERMITTED BY APPLICABLE LAWS, THEN SUCH PROVISIONS SHALL BE REFORMED
TO THE MAXIMUM TIME, SCOPE OR GEOGRAPHIC LIMITATIONS, AS THE CASE MAY BE,
PERMITTED BY APPLICABLE LAWS.
SECTION 5.06
ACKNOWLEDGMENT.
THE PLAN ADMINISTRATOR SHALL REQUIRE, AS
A CONDITION TO A PARTICIPANT'S PARTICIPATION IN THE PLAN, THAT SUCH PARTICIPANT
ENTER INTO A WRITTEN ACKNOWLEDGMENT OF THE TERMS OF THIS ARTICLE V (AND SUCH
OTHER PROVISIONS HEREOF AS THE PLAN ADMINISTRATOR DETERMINES APPROPRIATE), IN
SUCH FORM AS THE PLAN ADMINISTRATOR SHALL DETERMINE APPROPRIATE FROM TIME TO
TIME.
SECTION 5.07
EQUITABLE RELIEF.
(A)
BY PARTICIPATING IN THE PLAN, THE PARTICIPANT ACKNOWLEDGES THAT
THE RESTRICTIONS CONTAINED IN THIS ARTICLE V ARE REASONABLE AND NECESSARY TO
PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY, ITS SUBSIDIARIES AND ITS
AFFILIATES, THAT THE COMPANY WOULD NOT HAVE ESTABLISHED THIS PLAN IN THE ABSENCE
OF SUCH RESTRICTIONS, AND THAT ANY VIOLATION OF ANY PROVISION OF THIS ARTICLE V
WILL RESULT IN IRREPARABLE INJURY TO THE COMPANY.
BY AGREEING TO PARTICIPATE IN
THE PLAN, THE PARTICIPANT REPRESENTS THAT HIS OR HER EXPERIENCE AND CAPABILITIES
ARE SUCH THAT THE RESTRICTIONS CONTAINED IN THIS ARTICLE V WILL NOT PREVENT THE
PARTICIPANT FROM OBTAINING EMPLOYMENT OR OTHERWISE EARNING A LIVING AT THE SAME
GENERAL LEVEL OF ECONOMIC BENEFIT AS IS CURRENTLY THE CASE.
THE PARTICIPANT
FURTHER REPRESENTS AND ACKNOWLEDGES THAT (I) HE OR SHE HAS BEEN ADVISED BY THE
COMPANY TO CONSULT HIS OR HER OWN LEGAL COUNSEL IN RESPECT OF THIS PLAN, AND
(II) THAT HE OR SHE HAS HAD FULL OPPORTUNITY, PRIOR TO AGREEING TO PARTICIPATE
IN THIS PLAN, TO REVIEW THOROUGHLY THIS PLAN WITH HIS OR HER COUNSEL.
(B)
THE PARTICIPANT AGREES THAT THE COMPANY SHALL BE ENTITLED TO
PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF, WITHOUT THE NECESSITY OF PROVING
ACTUAL DAMAGES OR POSTING ANY BOND, AND A COURT OR ARBITRATION MAY ALSO ORDER AN
EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS AND OTHER BENEFITS ARISING FROM
ANY VIOLATION OF THIS ARTICLE V, WHICH RIGHTS SHALL BE CUMULATIVE AND IN
ADDITION TO ANY OTHER RIGHTS OR REMEDIES TO WHICH THE COMPANY MAY BE ENTITLED.
9
(C)
THE PARTICIPANT AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY
(I) AGREE THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF THIS
ARTICLE V, INCLUDING WITHOUT LIMITATION, ANY ACTION COMMENCED BY THE COMPANY FOR
PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF, MAY BE
BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY, OR
IF SUCH COURT DOES NOT HAVE JURISDICTION OR WILL NOT ACCEPT JURISDICTION, IN ANY
COURT OF GENERAL JURISDICTION IN NEW JERSEY, (II) CONSENT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND
(III) WAIVE