THE EMPLOYMENT PERIOD AND THEREAFTER,
EXECUTIVE SHALL COOPERATE WITH THE COMPANY, EMPLOYER AND THEIR RESPECTIVE
SUBSIDIARIES AND AFFILIATES IN ANY DISPUTES WITH THIRD PARTIES, INTERNAL
INVESTIGATION OR ADMINISTRATIVE, REGULATORY OR JUDICIAL PROCEEDING AS REASONABLY
REQUESTED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, EXECUTIVE BEING
AVAILABLE TO THE COMPANY UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL
INVESTIGATIONS, APPEARING AT THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT
REQUIRING SERVICE OF A SUBPOENA OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE
COMPANY ALL PERTINENT INFORMATION AND TURNING OVER TO THE COMPANY ALL RELEVANT
DOCUMENTS WHICH ARE OR MAY COME INTO EXECUTIVE'S POSSESSION, ALL AT TIMES AND ON
SCHEDULES THAT ARE REASONABLY CONSISTENT WITH EXECUTIVE'S OTHER PERMITTED
ACTIVITIES AND COMMITMENTS). IN THE EVENT THE COMPANY REQUIRES EXECUTIVE'S
COOPERATION IN ACCORDANCE WITH THIS PARAGRAPH DURING THE EMPLOYMENT PERIOD OR
THE SEVERANCE PERIOD, THE COMPANY SHALL REIMBURSE EXECUTIVE SOLELY FOR
REASONABLE TRAVEL EXPENSES (INCLUDING LODGING AND MEALS, UPON SUBMISSION OF
RECEIPTS).
IN THE EVENT THE COMPANY REQUIRES EXECUTIVE'S
22
COOPERATION IN ACCORDANCE WITH THIS PARAGRAPH AFTER THE SEVERANCE PERIOD, THE
COMPANY SHALL REIMBURSE EXECUTIVE FOR REASONABLE TRAVEL EXPENSES (INCLUDING
LODGING AND MEALS, UPON SUBMISSION OF RECEIPTS) AND COMPENSATE EXECUTIVE AT A
REASONABLE RATE FOR SUCH COOPERATION, AS DETERMINED BY MUTUAL AGREEMENT OF THE
COMPANY AND EXECUTIVE.
(J)
REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT (AND THE INVESTORS AS
THIRD-PARTY BENEFICIARIES) WILL BE ENTITLED TO ENFORCE ITS RIGHTS UNDER THIS
AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND COSTS (INCLUDING ATTORNEY'S FEES)
CAUSED BY ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO EXERCISE ALL
OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES HERETO AGREE AND ACKNOWLEDGE
THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF THE
PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS SOLE DISCRETION APPLY
TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION (WITHOUT POSTING ANY
BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN
ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
(K)
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED AND
WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, EMPLOYER, EXECUTIVE
AND THE MAJORITY HOLDERS (AS DEFINED IN THE PURCHASE AGREEMENT).
(L)
INSURANCE.
THE COMPANY, AT ITS DISCRETION, MAY APPLY FOR AND PROCURE IN
ITS OWN NAME AND FOR ITS OWN BENEFIT LIFE AND/OR DISABILITY INSURANCE ON
EXECUTIVE IN ANY AMOUNT OR AMOUNTS CONSIDERED AVAILABLE.
EXECUTIVE AGREES TO
COOPERATE IN ANY REASONABLE MEDICAL OR OTHER EXAMINATION, SUPPLY ANY
INFORMATION, AND TO EXECUTE AND DELIVER ANY APPLICATIONS OR OTHER INSTRUMENTS IN
WRITING AS MAY BE REASONABLY NECESSARY TO OBTAIN AND CONSTITUTE SUCH INSURANCE.
EXECUTIVE HEREBY REPRESENTS THAT HE HAS NO REASON TO BELIEVE THAT HIS LIFE IS
NOT INSURABLE AT RATES NOW PREVAILING FOR HEALTHY MEN OF HIS AGE.
(M)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING ACTION
HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR HOLIDAY IN THE STATE
IN WHICH THE COMPANY'S CHIEF EXECUTIVE