PROPRIETARY RIGHTS TO THE COMPANY OR ITS DESIGNEES. EXECUTIVE'S
OBLIGATION TO ASSIST THE COMPANY WITH RESPECT TO PROPRIETARY RIGHTS RELATING TO
SUCH INVENTIONS IN ANY AND ALL COUNTRIES SHALL CONTINUE BEYOND THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, PROVIDED THAT THE COMPANY SHALL
COMPENSATE EXECUTIVE AT A REASONABLE RATE AFTER SUCH TERMINATION FOR THE TIME
ACTUALLY SPENT BY EXECUTIVE AT THE COMPANY'S REQUEST ON SUCH ASSISTANCE.
(C)
IN THE EVENT THE COMPANY IS UNABLE FOR ANY REASON, AFTER REASONABLE EFFORT,
TO SECURE EXECUTIVE'S SIGNATURE ON ANY DOCUMENT REQUIRED IN CONNECTION WITH THE
ACTIONS SPECIFIED IN SECTION 9(B), EXECUTIVE HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS THE COMPANY AND ITS DULY AUTHORIZED OFFICERS AND AGENTS AS EXECUTIVE'S
AGENT AND ATTORNEY IN FACT, TO ACT FOR AND IN EXECUTIVE'S BEHALF TO EXECUTE,
VERIFY AND DELIVER ANY SUCH DOCUMENTS AND TO DO ALL OTHER LAWFULLY PERMITTED
ACTS TO FURTHER THE PURPOSES OF SECTION 9(B) WITH THE SAME LEGAL FORCE AND
EFFECT AS IF EXECUTED BY EXECUTIVE. EXECUTIVE HEREBY WAIVES AND QUITCLAIMS TO
THE COMPANY ANY AND ALL CLAIMS, OF ANY NATURE WHATSOEVER, THAT EXECUTIVE NOW OR
MAY HEREAFTER HAVE FOR INFRINGEMENT OF ANY PROPRIETARY RIGHTS ASSIGNED HEREUNDER
TO THE COMPANY.
10. NOTIFICATION OF SUBSEQUENT EMPLOYER. EXECUTIVE HEREBY AGREES THAT PRIOR TO
ACCEPTING EMPLOYMENT WITH ANY OTHER PERSON DURING ANY PERIOD DURING WHICH
EXECUTIVE REMAINS SUBJECT TO ANY OF THE COVENANTS SET FORTH IN SECTION 6,
EXECUTIVE SHALL PROVIDE SUCH PROSPECTIVE EMPLOYER WITH WRITTEN NOTICE OF SUCH
PROVISIONS OF THIS AGREEMENT, WITH A COPY OF SUCH NOTICE DELIVERED TO THE
COMPANY WITHIN A REASONABLE TIME THEREAFTER.
11. REMEDIES AND INJUNCTIVE RELIEF. THE PARTIES ACKNOWLEDGES THAT A VIOLATION BY
EXECUTIVE OR THE COMPANY OF ANY OF THE COVENANTS APPLICABLE TO EXECUTIVE OR THE
COMPANY AND CONTAINED IN SECTION 6, 7, 8, 9 OR 12 WOULD CAUSE IRREPARABLE DAMAGE
TO EXECUTIVE OR THE COMPANY IN AN AMOUNT THAT WOULD BE MATERIAL BUT NOT READILY
ASCERTAINABLE, AND THAT ANY REMEDY AT LAW (INCLUDING THE PAYMENT OF DAMAGES)
WOULD BE INADEQUATE. ACCORDINGLY, THE PARTIES AGREE THAT, NOTWITHSTANDING ANY
PROVISION OF THIS AGREEMENT TO THE CONTRARY, EACH PARTY SHALL BE ENTITLED
(WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS OR OTHER ACTUAL DAMAGE) TO
INJUNCTIVE RELIEF (INCLUDING TEMPORARY RESTRAINING ORDERS, PRELIMINARY
INJUNCTIONS AND/OR PERMANENT INJUNCTIONS) IN
13
ANY COURT OF COMPETENT JURISDICTION FOR ANY ACTUAL OR THREATENED BREACH OF ANY
OF THE COVENANTS SET FORTH IN SECTION 6, 7, 8, 9 OR 12 IN ADDITION TO ANY OTHER
LEGAL OR EQUITABLE REMEDIES EITHER MAY HAVE. THE PRECEDING SENTENCE SHALL NOT BE
CONSTRUED AS A WAIVER OF THE RIGHTS THAT THE PARTIES MAY HAVE FOR DAMAGES UNDER
THIS AGREEMENT OR OTHERWISE, AND ALL OF THE RIGHTS HELD BY EITHER EXECUTIVE OR
THE COMPANY SHALL BE UNRESTRICTED.
12. NONDISPARAGEMENT. EXECUTIVE SHALL NOT, WHETHER IN WRITING OR ORALLY,
DIRECTLY OR INDIRECTLY, CRITICIZE, DENIGRATE OR DISPARAGE RIPPLEWOOD, THE
COMPANY, ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE PREDECESSORS AND
SUCCESSORS, OR ANY OF THE CURRENT OR FORMER DIRECTORS, OFFICERS, EMPLOYEES, OR,
IN THEIR CAPACITY AS