THE LEGITIMATE BUSINESS
INTERESTS OF THE COMPANY.
YOU HEREBY EXPRESSLY AGREE THAT THE COMPANY SHALL BE
ENTITLED TO THE REMEDIES OF INJUNCTION, SPECIFIC PERFORMANCE AND OTHER EQUITABLE
RELIEF TO PREVENT A BREACH OF THIS AGREEMENT BY YOU.
THIS SECTION 10 SHALL NOT
BE CONSTRUED AS A WAIVER OF ANY OTHER RIGHTS OR REMEDIES WHICH THE COMPANY MAY
HAVE FOR DAMAGES OR OTHERWISE.
11
(B)
IN THE EVENT OF ANY DISPUTE OVER THE INTERPRETATION
OR APPLICATION OF THIS AGREEMENT, THE COMPANY SHALL REIMBURSE YOU FOR YOUR
REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN CONNECTION WITH THAT DISPUTE
UNLESS THE COMPANY IS DETERMINED, BY FINAL JUDGMENT OF A COURT OF COMPETENT
JURISDICTION, TO BE THE PREVAILING PARTY ON ALL OR SUBSTANTIALLY ALL OF THE
ISSUES IN DISPUTE, WHICH REIMBURSEMENT SHALL BE MADE PROMPTLY, (AND WITHIN
THIRTY (30) DAYS) FOLLOWING FINAL JUDGMENT.
11.
CONSTRUCTION AND SEVERABILITY.
THE PARTIES
HERETO AGREE THAT THE PROVISIONS OF THIS AGREEMENT SHALL BE PRESUMED TO BE
ENFORCEABLE, AND ANY READING CAUSING UNENFORCEABILITY SHALL YIELD TO A
CONSTRUCTION PERMITTING ENFORCEMENT.
IN THE EVENT A COURT SHOULD DETERMINE NOT
TO ENFORCE A PROVISION OF THIS AGREEMENT DUE TO OVERBREADTH, VIOLATION OF PUBLIC
POLICY, OR SIMILAR REASONS, THE PARTIES SPECIFICALLY AUTHORIZE SUCH REVIEWING
COURT TO ENFORCE SAID COVENANT TO THE MAXIMUM EXTENT REASONABLE, WHETHER SAID
REVISIONS BE IN TIME, TERRITORY, SCOPE OF PROHIBITED ACTIVITIES, OR OTHER
RESPECTS.
IF ANY SINGLE COVENANT, PROVISION, WORD, CLAUSE OR PHRASE IN THIS
AGREEMENT SHALL BE FOUND UNENFORCEABLE, IT SHALL BE SEVERED AND THE REMAINING
COVENANTS AND PROVISIONS ENFORCED IN ACCORDANCE WITH THE TENOR OF THE AGREEMENT.
12.
ASSIGNMENT.
THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE HEREUNDER MAY NOT BE ASSIGNED BY EITHER PARTY HERETO WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
13.
NOTICES.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN TO YOU PURSUANT TO
THIS AGREEMENT SHALL BE GIVEN IN WRITING, AND PERSONALLY DELIVERED OR MAILED TO
YOU BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SET FORTH BELOW
YOUR SIGNATURE ON THIS AGREEMENT OR AT SUCH OTHER ADDRESS AS YOU SHALL DESIGNATE
BY WRITTEN NOTICE TO THE COMPANY GIVEN IN ACCORDANCE WITH THIS SECTION 13, AND
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN TO THE COMPANY, THE CHAIRMAN OF THE
BOARD OF DIRECTORS OR THE CHAIRMAN OF THE LEADERSHIP AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS SHALL BE GIVEN IN WRITING, AND PERSONALLY DELIVERED OR
MAILED TO THAT RECIPIENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO THE APPROPRIATE RECIPIENT AT THE ADDRESS SET FORTH UNDER THE SIGNATURE OF THE
CHIEF EXECUTIVE OFFICER OF THE COMPANY OR HIS DESIGNEE ON THIS AGREEMENT OR AT
SUCH OTHER ADDRESS AS THE COMPANY SHALL DESIGNATE BY WRITTEN NOTICE TO YOU GIVEN
IN ACCORDANCE WITH THIS SECTION 13.
ANY NOTICE COMPLYING WITH THIS SECTION 13
SHALL BE DEEMED RECEIVED UPON ACTUAL RECEIPT BY THE ADDRESSEE.
14.
WAIVER.
THE WAIVER BY EITHER PARTY HERETO OF
ANY BREACH OF THIS AGREEMENT BY THE OTHER