ORDER TO ENFORCE, OR PREVENT ANY VIOLATIONS OF, THE PROVISIONS
HEREOF.
6
9.
EXECUTIVE'S REPRESENTATIONS.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE PROVISIONS OF PARAGRAPHS 5, 6 AND
7 ARE IN CONSIDERATION OF HIS EMPLOYMENT WITH THE COMPANY AND ADDITIONAL GOOD
AND VALUABLE CONSIDERATION SET FORTH IN THIS AGREEMENT.
IN ADDITION, EXECUTIVE
AGREES AND ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN PARAGRAPHS 5, 6 AND 7
DO NOT PRECLUDE EXECUTIVE FROM EARNING A LIVELIHOOD, NOR DO THEY UNREASONABLY
IMPOSE LIMITATIONS ON EXECUTIVE'S ABILITY TO EARN A LIVING.
IN ADDITION,
EXECUTIVE ACKNOWLEDGES (A) THAT THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES
WILL INCLUDE ALL OF NORTH AMERICA, (B) NOTWITHSTANDING THE STATE OF
INCORPORATION OR PRINCIPAL OFFICE OF THE COMPANY OR ITS SUBSIDIARIES, OR ANY OF
THEIR RESPECTIVE EXECUTIVES OR EMPLOYEES (INCLUDING EXECUTIVE), IT IS EXPECTED
THAT THE COMPANY WILL HAVE BUSINESS ACTIVITIES AND HAVE VALUABLE BUSINESS
RELATIONSHIPS WITHIN ITS INDUSTRY THROUGHOUT NORTH AMERICA, AND (C) AS PART OF
HIS RESPONSIBILITIES, EXECUTIVE MAY TRAVEL AROUND NORTH AMERICA IN FURTHERANCE
OF THE COMPANY'S BUSINESS AND ITS RELATIONSHIPS.
(B)
EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AND PARENT
THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY EXECUTIVE
DO NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY
CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH EXECUTIVE IS
A PARTY OR BY WHICH HE IS BOUND, (II) EXCEPT FOR THE EXISTING AGREEMENT (WHICH
SHALL BE DEEMED TO BE SUPERCEDED AND PREEMPTED EFFECTIVE AS OF THE EFFECTIVE
DATE, EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT,
NONCOMPETE AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR
ENTITY AND (III) UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
COMPANY AND PARENT, THIS AGREEMENT SHALL BE THE VALID AND BINDING OBLIGATION OF
EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
EXECUTIVE HEREBY
ACKNOWLEDGES AND REPRESENTS THAT HE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL
REGARDING HIS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THAT HE FULLY
UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN.
10.
CALL.
(A)
IN THE EVENT (I) EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ITS
SUBSIDIARIES IS TERMINATED BY THE COMPANY FOR CAUSE, (II) EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY AND ITS SUBSIDIARIES IS TERMINATED BY EXECUTIVE FOR ANY REASON
(OTHER THAN A TERMINATION OF EMPLOYMENT BY EXECUTIVE FOR GOOD REASON) OR (III)
THE EMPLOYMENT PERIOD IS TERMINATED DUE TO EXECUTIVE'S DEATH OR DISABILITY, THEN
IN THE CASE OF ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT DESCRIBED ABOVE, 100%
OF THE SHARES OF COMMON STOCK AND 100% OF THE SHARES OF SERIES A PREFERRED STOCK
ACQUIRED BY EXECUTIVE PURSUANT TO THE STOCK PURCHASE AGREEMENT (COLLECTIVELY,
THE "CALL OPTION SHARES") HELD BY EXECUTIVE (OR ANY OF HIS TRANSFEREES) SHALL BE
SUBJECT TO REPURCHASE BY PARENT AND THE INVESTOR PURSUANT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS PARAGRAPH 10 (THE "CALL OPTION").
FOR PURPOSES
HEREOF, "INVESTOR" SHALL MEAN OLYMPUS GROWTH FUND IV, L.P. AND ITS AFFILIATES.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "ORIGINAL COST" FOR