THE FOREGOING,
NOTHING IN THIS AGREEMENT SHALL PRECLUDE EXECUTIVE OR THE COMPANY
REPRESENTATIVES FROM MAKING TRUTHFUL STATEMENTS THAT ARE REQUIRED BY APPLICABLE
LAW, REGULATION OR LEGAL PROCESS.
14
7.5
NO OTHER OBLIGATIONS.
EXECUTIVE REPRESENTS THAT EXECUTIVE IS NOT
PRECLUDED OR LIMITED IN EXECUTIVE'S ABILITY TO UNDERTAKE OR PERFORM THE DUTIES
DESCRIBED HEREIN BY ANY CONTRACT, AGREEMENT OR RESTRICTIVE COVENANT. EXECUTIVE
COVENANTS THAT EXECUTIVE SHALL NOT EMPLOY THE TRADE SECRETS OR PROPRIETARY
INFORMATION OF ANY OTHER PERSON IN CONNECTION WITH EXECUTIVE'S EMPLOYMENT BY THE
COMPANY WITHOUT SUCH PERSON'S AUTHORIZATION.
7.6
FORFEITURE OF OUTSTANDING OPTIONS.
THE PROVISIONS OF SECTION 6
NOTWITHSTANDING, IF A COURT OF COMPETENT JURISDICTION OR AN ARBITRATOR
DETERMINES THAT EXECUTIVE WILLFULLY AND MATERIALLY FAILED TO COMPLY WITH ANY
RESTRICTIVE COVENANT UNDER SECTION 7.1(A) (OTHER THAN THE FIRST SENTENCE
THEREOF), 7.1(B), 7.2 (OTHER THAN THE FIRST SENTENCE OF 7.2(A)), 7.3, 7.4, OR
7.8, ALL OPTIONS (WHETHER GRANTED PRIOR TO, CONTEMPORANEOUS WITH, OR SUBSEQUENT
TO THIS AGREEMENT) TO PURCHASE COMMON STOCK GRANTED BY THE COMPANY AND HELD BY
EXECUTIVE OR A TRANSFEREE OF EXECUTIVE SHALL BE IMMEDIATELY FORFEITED AND
CANCELLED; PROVIDED HOWEVER, THAT EXECUTIVE'S ABILITY TO EXERCISE SUCH OPTIONS
SHALL BE SUSPENDED DURING THE PENDENCY OF SUCH COURT OR ARBITRATION PROCEEDING.
7.7
ENFORCEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT, BY VIRTUE OF
EXECUTIVE'S POSITION, SERVICES AND ACCESS TO AND USE OF CONFIDENTIAL RECORDS AND
PROPRIETARY INFORMATION, ANY VIOLATION BY EXECUTIVE OF ANY OF THE UNDERTAKINGS
CONTAINED IN THIS SECTION 7 WOULD CAUSE THE COMPANY IMMEDIATE, SUBSTANTIAL AND
IRREPARABLE INJURY FOR WHICH IT HAS NO ADEQUATE REMEDY AT LAW. ACCORDINGLY,
EXECUTIVE AGREES AND CONSENTS TO THE ENTRY OF AN INJUNCTION OR OTHER EQUITABLE
RELIEF BY A COURT OF COMPETENT JURISDICTION RESTRAINING ANY VIOLATION OR
THREATENED VIOLATION OF ANY UNDERTAKING CONTAINED IN THIS SECTION 7. EXECUTIVE
WAIVES POSTING OF ANY BOND OTHERWISE NECESSARY TO SECURE SUCH INJUNCTION OR
OTHER EQUITABLE RELIEF. RIGHTS AND REMEDIES PROVIDED FOR IN THIS SECTION 7 ARE
CUMULATIVE AND SHALL BE IN ADDITION TO RIGHTS AND REMEDIES OTHERWISE AVAILABLE
TO THE PARTIES HEREUNDER OR UNDER ANY OTHER AGREEMENT OR APPLICABLE LAW.
7.8
COOPERATION WITH REGARD TO LITIGATION.
EXECUTIVE AGREES TO COOPERATE
REASONABLY WITH THE COMPANY, DURING THE TERM AND THEREAFTER (INCLUDING FOLLOWING
EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON), BY BEING AVAILABLE TO
TESTIFY ON BEHALF OF THE COMPANY IN ANY ACTION, SUIT, OR PROCEEDING, WHETHER
CIVIL, CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE. IN ADDITION, EXCEPT TO THE
EXTENT THAT EXECUTIVE HAS OR INTENDS TO ASSERT IN GOOD FAITH AN INTEREST OR
POSITION ADVERSE TO OR INCONSISTENT WITH THE INTEREST OR POSITION OF THE
COMPANY, EXECUTIVE AGREES TO COOPERATE REASONABLY WITH THE COMPANY, DURING THE
TERM AND THEREAFTER (INCLUDING FOLLOWING EXECUTIVE'S TERMINATION OF EMPLOYMENT
FOR ANY REASON), TO ASSIST THE COMPANY IN ANY SUCH ACTION, SUIT, OR PROCEEDING
BY PROVIDING INFORMATION AND MEETING AND CONSULTING WITH THE BOARD OR ITS
REPRESENTATIVES OR COUNSEL, OR REPRESENTATIVES OR COUNSEL TO THE COMPANY, IN
EACH CASE, AS REASONABLY REQUESTED BY THE COMPANY. THE COMPANY AGREES TO PAY (OR
REIMBURSE, IF ALREADY PAID BY EXECUTIVE)