A
COURT OF COMPETENT JURISDICTION THAT ANY SUCH RESTRICTION OR REMEDY IS
UNENFORCEABLE BUT WOULD BE ENFORCEABLE IF SOME PART THEREOF WERE DELETED OR THE
PERIOD OR AREA OF APPLICATION REDUCED, THEN SUCH RESTRICTION OR REMEDY SHALL
APPLY WITH SUCH MODIFICATION AS SHALL BE NECESSARY TO MAKE IT ENFORCEABLE.
(II)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT IN THE EVENT OF A VIOLATION OF ANY OF THE PROVISIONS OF THIS SECTION 4
(INCLUDING SECTION 4(E)(I)), THE COMPANY AND/OR ITS RELATED ENTITIES WOULD
SUFFER IRREPARABLE HARM, THE DAMAGES SUFFERED BY THE COMPANY AND/OR ITS RELATED
ENTITIES MAY BE DIFFICULT TO ASCERTAIN, AND THE COMPANY AND/OR ITS RELATED
ENTITIES MAY NOT HAVE AN ADEQUATE REMEDY AT LAW.
ACCORDINGLY, THE PARTIES AGREE
THAT IN THE EVENT OF SUCH A BREACH BY EXECUTIVE, IF THE COMPANY SO ELECTS, THE
COMPANY AND/OR ITS RELATED ENTITIES SHALL BE ENTITLED, IN ADDITION TO ALL OTHER
REMEDIES AVAILABLE TO IT, TO ENFORCE THIS SECTION 4 BY SEEKING AN INJUNCTION,
RESTRAINING ORDER, SPECIFIC PERFORMANCE OR OTHER INJUNCTIVE RELIEF, WITHOUT
BOND.
NOTWITHSTANDING THE PROVISIONS OF SECTION 13(E) BELOW, AN ACTION BY THE
COMPANY AND/OR ITS RELATED ENTITIES SEEKING TO IMPOSE ANY OF SUCH REMEDIES MAY
BE BROUGHT IN A COURT OF LAW.
SUCH REMEDIES SHALL NOT BE DEEMED TO BE EXCLUSIVE
OF ANY OTHER REMEDIES AVAILABLE TO THE COMPANY AND/OR ITS RELATED ENTITIES, BY
JUDICIAL OR ARBITRAL PROCEEDINGS OR OTHERWISE.
(III)
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY'S
AGREEMENT TO PROVIDE THE BENEFITS PAYABLE TO EXECUTIVE UPON TERMINATION OF
EMPLOYMENT PURSUANT TO SECTION 5 ARE ADDITIONAL CONSIDERATION FOR EXECUTIVE'S
AGREEMENT TO ABIDE
8
BY THE RESTRICTIVE COVENANTS CONTAINED IN THIS SECTION 4 INCLUDING, WITHOUT
LIMITATION, THE NON-SOLICITATION AND NON-COMPETITION PROVISIONS OF SECTION 4(D)
AND THE COMPANY SHALL BE RELEASED FROM ANY OBLIGATION TO PROVIDE SUCH BENEFITS
IN THE EVENT THE COMPANY DETERMINES REASONABLY AND IN GOOD FAITH THAT EXECUTIVE
HAS VIOLATED ANY OF THESE COVENANTS.
5.
TERMINATION OF EMPLOYMENT.
(A)
THE TERM AND THE EXECUTIVE'S EMPLOYMENT BY
THE COMPANY AND ITS RELATED ENTITIES (I) MAY BE TERMINATED (A) BY THE COMPANY AT
ANY TIME WITH CAUSE IN ACCORDANCE WITH SECTION 5(F)(I) OR WITHOUT CAUSE OR DUE
TO EXECUTIVE'S DISABILITY, (B) BY THE EXECUTIVE FOR GOOD REASON IN ACCORDANCE
WITH SECTION 5(F)(III) AND (C) BY THE EXECUTIVE WITHOUT GOOD REASON UPON NOT
LESS THAN 90 DAYS WRITTEN NOTICE AND (II) SHALL AUTOMATICALLY TERMINATE UPON
EXECUTIVE'S DEATH.
UPON ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT, EXECUTIVE
AGREES TO AUTOMATICALLY RESIGN, AND IS DEEMED TO HAVE AUTOMATICALLY RESIGNED
FROM, ALL POSITIONS WITH THE COMPANY AND ITS RELATED ENTITIES, INCLUDING AS A
MEMBER OF THE BOARD OR THE BOARD OF ANY SUBSIDIARY.
IN THE EVENT EXECUTIVE
PROVIDES NOTICE OF HIS INTENT TO TERMINATE HIS EMPLOYMENT WITHOUT GOOD REASON,
THE COMPANY MAY PLACE EXECUTIVE ON GARDEN LEAVE DURING ALL OR A PORTION OF THE
90-DAY NOTICE PERIOD, WHICH MAY ENTAIL, WITHOUT LIMITATION, RELIEVING EXECUTIVE
OF HIS POSITIONS AND/OR DUTIES WITH THE COMPANY AND ITS RELATED ENTITIES OR
PREVENTING EXECUTIVE FROM PERFORMING HIS SERVICES AT A COMPANY LOCATION AND