PERSON
WHO HAS BEEN AN EMPLOYEE, SALES REPRESENTATIVE OR AGENT OF BUYER AT ANY TIME
WITHIN THE ONE-YEAR PERIOD PRIOR TO THE DATE HEREOF OR DURING THE TERM OF THE
NON-COMPETE PERIOD (THE "NON-SOLICITATION TIME PERIOD"), NOR DURING THE
NON-COMPETE PERIOD WILL SELLER, LESLEY, OR PETRIE CONTACT OR SOLICIT ANY
RESTRICTED BUSINESS (AS DEFINED HEREIN) FROM ANY PERSON OR ENTITY THAT HAS BEEN
OR IS A CUSTOMER OR CLIENT OF SELLER OR BUYER AT ANY TIME DURING THE
NON-SOLICITATION TIME PERIOD.
8.3
CERTAIN DEFINITIONS. THE FOLLOWING CAPITALIZED TERMS SHALL HAVE,
FOR PURPOSES OF THIS AGREEMENT, THE MEANINGS SET FORTH BELOW.
(A)
THE TERM "RESTRICTED BUSINESS" MEANS ANY BUSINESS ANY PART OF
WHICH CONSISTS OF THE MANUFACTURE, SALE OR DELIVERY OF PRODUCTS THAT ARE IN
DIRECT OR INDIRECT COMPETITION WITH THE PRODUCTS OF BUYER AND RELATED
CUT-AND-SEW OPERATIONS AND SEWING FOR PARACHUTES. THE TERM "RESTRICTED BUSINESS"
INCLUDES THE BUSINESS AS IT IS CONDUCTED AFTER THE EFFECTIVE DATE, BUT SHALL NOT
INCLUDE THE MERE PASSIVE OWNERSHIP OF UP TO 1% IN A PUBLICLY TRADED COMPANY
THROUGH A MUTUAL FUND OR SIMILAR INVESTMENT VEHICLE. THE TERM "RESTRICTED
BUSINESS" SHALL NOT INCLUDE THE EXCLUDED BUSINESS.
(B)
THE TERM "RESTRICTED AREA" MEANS THE UNITED STATES OF AMERICA AND
ANY COUNTRIES IN WHICH SELLER HAS TRANSACTED BUSINESS WITHIN THE ONE YEAR
PRECEDING THE EFFECTIVE DATE.
(C)
THE TERM "ENGAGE OR BE INTERESTED, DIRECTLY OR INDIRECTLY" SHALL
INCLUDE GIVING ADVICE OR TECHNICAL OR FINANCIAL ASSISTANCE, BY LOAN, GUARANTEES,
STOCK TRANSACTIONS OR IN ANY OTHER MANNER TO ANY PERSON, FIRM, ASSOCIATION,
TRUST, VENTURE OR CORPORATION DOING OR PROPOSING TO UNDERTAKE SUCH "RESTRICTED
BUSINESS" IN THE RESTRICTED AREA.
8.4
INJUNCTIVE RELIEF. IN THE EVENT THAT THE COVENANT SET FORTH IN
SECTIONS ARTICLE 8 AND 8.1 IS CONSIDERED BY A COURT OF COMPETENT JURISDICTION TO
BE EXCESSIVE IN ITS DURATION OR IN THE AREA TO WHICH IT APPLIES, IT SHALL BE
CONSIDERED MODIFIED AND VALID FOR SUCH DURATION AND FOR SUCH AREA AS SAID COURT
MAY DETERMINE REASONABLE UNDER THE CIRCUMSTANCES. IN RECOGNITION OF THE
IRREPARABLE HARM THAT A VIOLATION OF SAID COVENANTS WOULD CAUSE TO BUYER, SELLER
AGREES THAT BUYER SHALL HAVE THE RIGHT TO ENFORCE THIS AGREEMENT BY SPECIFIC
REMEDIES, WHICH SHALL INCLUDE, AMONG OTHER THINGS, TEMPORARY RESTRAINING ORDERS
AND TEMPORARY AND PERMANENT INJUNCTIONS. IN THE EVENT OF ANY SUCH VIOLATION,
LESLEY AND PETRIE (AS THE CASE MAY BE) AGREE TO PAY THE REASONABLE ATTORNEYS'
FEES INCURRED BY BUYER IN PURSUING ANY OF ITS RIGHTS WITH RESPECT TO SUCH
VIOLATION OR VIOLATIONS IN ADDITION TO THE ACTUAL DAMAGES SUSTAINED BY BUYER AS
A RESULT THEREOF. BUYER'S RIGHTS UNDER THIS SECTION 8.4 SHALL NOT BE EXCLUSIVE
AND SHALL NOT LIMIT BUYER'S RIGHT TO OBTAIN ANY OTHER REMEDY AVAILABLE TO IT.
8.5
OTHER REMEDIES. IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES
AVAILABLE TO BUYER AT LAW OR IN EQUITY, IN THE EVENT SELLER, LESLEY OR PETRIE
BREACH THE TERMS OF THIS ARTICLE 8, BUYER SHALL BE ENTITLED TO REDEEM OR OFFSET
ALL OR ANY PORTION OF THE SHARES OF