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 EXECUTIVE WILLFULLY AND MATERIALLY FAILS 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,
14
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.
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) ALL
REASONABLE EXPENSES ACTUALLY INCURRED IN CONNECTION WITH EXECUTIVE'S COOPERATION
AND ASSISTANCE INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS
OF COUNSEL, IF ANY, CHOSEN BY EXECUTIVE IF EXECUTIVE REASONABLY DETERMINES IN
GOOD FAITH, ON THE ADVICE OF COUNSEL, THAT THE COMPANY'S COUNSEL MAY NOT
ETHICALLY REPRESENT EXECUTIVE IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING
DUE TO ACTUAL OR POTENTIAL CONFLICTS OF INTERESTS.
7.9
SURVIVAL.
THE PROVISIONS OF THIS SECTION 7 SHALL
SURVIVE THE TERMINATION OF THE TERM AND ANY TERMINATION OR EXPIRATION OF THIS
AGREEMENT.
7.10
COMPANY.