THE INVALIDITY OR UNENFORCEABILITY OF THAT PROVISION SHALL
NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS
AGREEMENT, ALL OF WHICH SHALL BE CONSTRUED AND ENFORCED AS IF THAT INVALID OR
UNENFORCEABLE PROVISION WERE OMITTED, NOR SHALL THE INVALIDITY OR
UNENFORCEABILITY OF THAT PROVISION IN ONE JURISDICTION AFFECT ITS VALIDITY OR
ENFORCEABILITY IN ANY OTHER JURISDICTION.
THE COMPANY AND THE EXECUTIVE AGREE
THAT THE PERIOD OF TIME AND THE GEOGRAPHICAL AREA DESCRIBED IN SECTION 1 ARE
REASONABLE IN VIEW OF THE NATURE OF THE BUSINESS IN WHICH THE COMPANY IS ENGAGED
AND PROPOSES TO BE ENGAGED, AND THE EXECUTIVE'S UNDERSTANDING OF HIS PROSPECTIVE
FUTURE EMPLOYMENT OPPORTUNITIES.
HOWEVER, IF THE TIME PERIOD OR THE
GEOGRAPHICAL AREA, OR BOTH, DESCRIBED IN SECTION 1 SHOULD BE JUDGED UNREASONABLE
IN ANY JUDICIAL PROCEEDING, THEN THE PERIOD OF TIME SHALL BE REDUCED BY THAT
NUMBER OF MONTHS AND THE GEOGRAPHICAL AREA SHALL BE REDUCED BY ELIMINATION OF
THAT PORTION, OR BOTH, AS ARE DEEMED UNREASONABLE, SO THAT THE RESTRICTION
COVENANT OF SECTION 1 MAY BE ENFORCED DURING THE LONGEST PERIOD OF TIME AND IN
THE FULLEST GEOGRAPHICAL AREA AS IS ADJUDGED TO BE REASONABLE.
(F)
ARBITRATION.
(I)
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION IN CHICAGO,
ILLINOIS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
ARBITRATION ASSOCIATION.
JUDGMENT UPON THE AWARD RENDERED IN THE ARBITRATION
MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.
(II)
NOTWITHSTANDING THE CLAUSE (I) ABOVE, THE EXECUTIVE ACKNOWLEDGES
AND UNDERSTANDS THAT THE PROVISIONS OF THIS AGREEMENT ARE OF A SPECIAL AND
UNIQUE NATURE,
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THE LOSS OF WHICH CANNOT BE ACCURATELY COMPENSATED FOR IN DAMAGES BY AN ACTION
AT LAW, AND THAT THE BREACH OR THREATENED BREACH OF THE PROVISIONS OF THIS
AGREEMENT WOULD CAUSE THE COMPANY IRREPARABLE HARM.
IN THE EVENT OF A BREACH OR
THREATENED BREACH BY THE EXECUTIVE OF THE PROVISIONS OF SECTION 1, THE COMPANY
SHALL BE ENTITLED TO SEEK TO OBTAIN A COURT-ORDERED INJUNCTION RESTRAINING THE
EXECUTIVE FROM THE BREACH OR THREATENED BREACH UPON THE TERMS AND CONDITIONS AS
THE COURT ORDERING THE INJUNCTION MAY IMPOSE.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
Florists' Transworld Delivery Inc.
By:
[Signature of Executive]
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