HIS OR HER SPOUSE, CLERGY, OR ATTORNEYS, WHICH ARE SUBJECT
TO A CLAIM OF PRIVILEGE EXISTING UNDER COMMON LAW, STATUTE, OR RULE OF
PROCEDURE; (B) APPLY TO COMMUNICATIONS REQUIRED BY LAW OR MADE IN RESPONSE TO A
VALID SUBPOENA OR OTHER LAWFUL ORDER COMPELLING EXECUTIVE TO PROVIDE TESTIMONY
OR INFORMATION (SUBJECT TO THE PROVISIONS OF SECTION 2.2); OR (C) BE CONSTRUED
TO INHIBIT OR LIMIT EXECUTIVE'S ABILITY TO INITIATE OR COOPERATE WITH ANY
INVESTIGATION BY A GOVERNMENTAL OR REGULATORY AGENCY OR OFFICIAL OR OTHER
JUDICIAL OR LEGAL ACTIONS (SUBJECT TO THE PROVISIONS OF SECTION 2.2).
EXECUTIVE
SPECIFICALLY AGREES NOT TO ISSUE ANY PUBLIC STATEMENT CONCERNING HIS OR HER
EMPLOYMENT BY COMPANY AND/OR THE CESSATION OF SUCH EMPLOYMENT.
2.6
REASONABLENESS OF RESTRICTIONS.
EXECUTIVE AGREES THAT EXECUTIVE
AND COMPANY ARE ENGAGED IN A HIGHLY COMPETITIVE BUSINESS AND, DUE TO EXECUTIVE'S
POSITION WITH COMPANY AND THE NATURE OF EXECUTIVE'S WORK, EXECUTIVE'S ENGAGING
IN ANY BUSINESS THAT IS COMPETITIVE WITH THAT OF COMPANY WILL CAUSE COMPANY
GREAT AND IRREPARABLE HARM.
EXECUTIVE REPRESENTS AND WARRANTS THAT THE TIME,
SCOPE AND GEOGRAPHIC AREA RESTRICTED BY THE FOREGOING SECTIONS 2.2, 2.3, 2.4 AND
2.5 PERTAINING TO CONFIDENTIAL INFORMATION, NON-COMPETITION, NON-SOLICITATION,
AND NON-DISPARAGEMENT ARE REASONABLE, THAT THE ENFORCEMENT OF THE RESTRICTIONS
CONTAINED IN SUCH SECTIONS WOULD NOT BE UNDULY BURDENSOME TO EXECUTIVE, AND THAT
EXECUTIVE WILL BE ABLE TO EARN A REASONABLE LIVING WHILE ABIDING BY THE TERMS
INCLUDED HEREIN.
EXECUTIVE AGREES THAT THE RESTRAINTS CREATED BY THE COVENANTS
IN SECTIONS 2.2, 2.3, 2.4 AND 2.5 PERTAINING TO CONFIDENTIAL INFORMATION,
NON-COMPETITION, NON-SOLICITATION, AND NON-DISPARAGEMENT ARE NOT OUTWEIGHED BY
EITHER THE HARDSHIP TO EXECUTIVE OR ANY INJURY LIKELY TO THE PUBLIC.
IF ANY
ARBITRATOR OR COURT DETERMINES THAT ANY PORTION OF THIS ARTICLE II IS INVALID OR
UNENFORCEABLE, THE REMAINDER OF THIS ARTICLE II WILL NOT THEREBY BE AFFECTED AND
WILL BE GIVEN FULL EFFECT WITHOUT REGARD TO THE INVALID PROVISIONS.
IF ANY
COURT CONSTRUES ANY OF THE PROVISIONS OF THIS ARTICLE II, OR ANY PART THEREOF,
TO BE UNREASONABLE BECAUSE OF THE DURATION OR SCOPE OF SUCH PROVISION,
10
SUCH COURT WILL HAVE THE POWER TO REDUCE THE DURATION OR SCOPE OF SUCH PROVISION
AND TO ENFORCE SUCH PROVISION AS SO REDUCED.
2.7
ENFORCEMENT.
UPON EXECUTIVE'S EMPLOYMENT WITH AN ENTITY THAT IS
NOT AN AFFILIATE OF COMPANY (A "SUCCESSOR EMPLOYER") DURING THE PERIOD THAT THE
PROVISIONS OF THIS ARTICLE II REMAIN IN EFFECT, EXECUTIVE WILL PROVIDE SUCH
SUCCESSOR EMPLOYER WITH A COPY OF THIS AGREEMENT AND WILL NOTIFY COMPANY OF SUCH
EMPLOYMENT WITHIN THIRTY (30) DAYS THEREOF.
EXECUTIVE AGREES THAT IN THE EVENT
OF A BREACH OF THE TERMS AND CONDITIONS OF THIS ARTICLE II BY EXECUTIVE, COMPANY
WILL BE ENTITLED, IF IT SO ELECTS, TO INSTITUTE AND PROSECUTE PROCEEDINGS
PURSUANT TO ARTICLE III, EITHER IN LAW OR IN EQUITY, AGAINST EXECUTIVE, TO
OBTAIN DAMAGES FOR ANY SUCH BREACH, OR TO ENJOIN EXECUTIVE FROM ANY CONDUCT IN
VIOLATION OF THIS ARTICLE II.
IN THE EVENT COMPANY SEEKS AN INJUNCTION OR
RESTRAINING ORDER AGAINST EXECUTIVE FOR BREACH OF