TIME
OF EXECUTIVE'S TERMINATION, THEN SUCH SUBSIDY SHALL TAKE PRECEDENCE AND BE
CONTROLLING AND THE COMPANY SHALL NOT BE OBLIGATED TO PAY THE EMPLOYER PORTION
OF PREMIUMS AS DESCRIBED ABOVE BUT ONLY TO COMPLY WITH THE SUBSIDY CRITERIA.
ARTICLE 8
CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS
8.1
EXCEPT IN THE COURSE OF PERFORMING HIS DUTIES FOR AND ON BEHALF OF
THE COMPANY, EXECUTIVE WILL NOT DIRECTLY OR INDIRECTLY DIVULGE, EITHER DURING OR
AFTER THE TERM OF EXECUTIVE'S EMPLOYMENT, OR UNTIL SUCH INFORMATION BECOMES
GENERALLY KNOWN, TO ANY PERSON NOT AUTHORIZED BY THE COMPANY TO RECEIVE OR USE
IT, ANY CONFIDENTIAL INFORMATION FOR ANY PURPOSE WHATSOEVER.
8.2
ALL DOCUMENTS OR OTHER TANGIBLE PROPERTY RELATING IN ANY WAY TO
THE BUSINESS OF THE COMPANY WHICH ARE CONCEIVED BY EXECUTIVE OR COME INTO
EXECUTIVE'S POSSESSION DURING EXECUTIVE'S EMPLOYMENT SHALL BE AND REMAIN THE
EXCLUSIVE PROPERTY OF THE CORPORATION AND EXECUTIVE AGREES TO RETURN ALL SUCH
DOCUMENTS AND TANGIBLE PROPERTY TO THE CORPORATION UPON TERMINATION OF
EXECUTIVE'S EMPLOYMENT OR AT SUCH EARLIER TIME AS THE CORPORATION MAY REQUEST OF
EXECUTIVE IN WRITING.
ARTICLE 9
JUDICIAL CONSTRUCTION
9.1
EXECUTIVE BELIEVES AND ACKNOWLEDGES THAT THE PROVISIONS CONTAINED
IN THIS AGREEMENT, INCLUDING THE COVENANTS CONTAINED IN ARTICLES 7 AND 8 OF THIS
AGREEMENT, ARE FAIR AND REASONABLE.
NONETHELESS, IT IS AGREED THAT IF A COURT
FINDS ANY OF THESE PROVISIONS TO BE INVALID IN WHOLE OR IN PART, SUCH FINDING
SHALL NOT INVALIDATE THE COVENANTS, NOR THE AGREEMENT IN ITS ENTIRETY, BUT
RATHER THE COVENANTS SHALL BE CONSTRUED AND/OR BLUELINED, REFORMED OR REWRITTEN
BY THE COURT AS IF THE MOST RESTRICTIVE COVENANTS PERMISSIBLE UNDER APPLICABLE
LAW WERE CONTAINED HEREIN.
ARTICLE 10
RIGHT TO INJUNCTIVE RELIEF
10.1
EXECUTIVE ACKNOWLEDGES THAT A BREACH BY EXECUTIVE OF ANY OF THE
TERMS OF ARTICLES 7 AND 8 OF THIS AGREEMENT WILL RENDER IRREPARABLE HARM TO THE
CORPORATION OR ITS RELATED ENTITIES.
ACCORDINGLY, THE CORPORATION SHALL
THEREFORE BE ENTITLED TO ANY AND ALL EQUITABLE RELIEF, INCLUDING, BUT NOT
LIMITED TO, INJUNCTIVE RELIEF, AND TO ANY OTHER REMEDY THAT MAY BE AVAILABLE
UNDER ANY APPLICABLE LAW OR AGREEMENT BETWEEN THE PARTIES, AND TO RECOVER FROM
EXECUTIVE ALL COSTS OF LITIGATION INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES
AND COURT COSTS.
5
ARTICLE 11
ASSIGNMENT
11.1
EXECUTIVE CONSENTS TO AND THE CORPORATION SHALL HAVE THE RIGHT TO
ASSIGN THIS AGREEMENT TO ITS SUCCESSORS OR ASSIGNS.
ADDITIONALLY, EXECUTIVE
CONSENTS TO AND THE CORPORATION SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT TO
ANY SUBSIDIARY, AND ALL COVENANTS OR AGREEMENTS HEREUNDER SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY OR AGAINST ITS SUCCESSORS OR ASSIGNS.
11.2
FOR PURPOSES OF ARTICLE 11.1 AND THE POSSIBLE ASSIGNMENT OF THIS
AGREEMENT, THE TERMS "SUCCESSORS" AND "ASSIGNS" SHALL INCLUDE ANY CORPORATION
WHICH BUYS ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS, OR A
CONTROLLING PORTION OF ITS STOCK, OR WITH WHICH IT MERGES OR CONSOLIDATES.
ARTICLE 12
FAILURE TO DEMAND PERFORMANCE AND WAIVER
12.1
THE CORPORATION'S FAILURE TO DEMAND STRICT PERFORMANCE AND
COMPLIANCE WITH ANY PART OF THIS