TERM OF HER EMPLOYMENT UNDER THIS AGREEMENT AND
THEREAFTER, FOR ANY REASON WHATSOEVER, SHE SHALL NOT, DIRECTLY OR INDIRECTLY,
EXCEPT IN THE PROPER COURSE OF EXERCISING HER DUTIES UNDER THIS AGREEMENT, USE
FOR HER OR ANOTHER THIRD PARTY'S BENEFIT, DISCLOSE, FURNISH, OR MAKE AVAILABLE
TO ANY PERSON, ASSOCIATION OR ENTITY, THE INFORMATION. IN THE EVENT OF A BREACH
OR THREATENED BREACH BY MASKAL OF THE PROVISIONS OF THIS PARAGRAPH, THE
CORPORATION SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING HER FROM VIOLATING
THE PROVISIONS OF THIS PARAGRAPH. NOTWITHSTANDING THE FOREGOING, NOTHING
CONTAINED HEREIN SHALL BE CONSTRUED AS PROHIBITING THE CORPORATION FROM PURSUING
ANY OTHER REMEDIES AVAILABLE TO IT FOR SUCH BREACH OR THREATENED BREACH. FOR
PURPOSES OF THIS PARAGRAPH, "INFORMATION" INCLUDES ANY AND ALL VERBAL OR WRITTEN
MATERIALS, DOCUMENTS, INFORMATION, PRODUCTS, PROCESSES, TECHNOLOGIES, PROGRAMS,
TRADE SECRETS, CUSTOMER LISTS OR OTHER DATA RELATING TO THE BUSINESS, AND
OPERATIONS OF THE CORPORATION AND/OR ITS SUBSIDIARIES OR OTHER AFFILIATES.
12.
SUPERSEDING AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND CONTAINS ALL THE AGREEMENTS BETWEEN THEM WITH
RESPECT TO THE SUBJECT MATTER HEREOF. IT ALSO SUPERSEDES ANY AND ALL OTHER
AGREEMENTS OR CONTRACTS, EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
13.
AGREEMENT AMENDMENTS.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED,
THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE AMENDED AT ANY TIME BY MUTUAL
AGREEMENT OF THE PARTIES, PROVIDED THAT BEFORE ANY AMENDMENT SHALL BE VALID OR
EFFECTIVE, IT SHALL HAVE BEEN REDUCED TO WRITING, APPROVED BY THE BOARD OF
DIRECTORS OR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, AND SIGNED BY
THE CHAIRPERSON OF THE BOARD OF DIRECTORS OR THE CHIEF EXECUTIVE OFFICER AND
MASKAL.
7
14.
INVALIDITY OR UNENFORCEABILITY PROVISION.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PARTICULAR PROVISION OF THIS AGREEMENT SHALL NOT AFFECT
ITS OTHER PROVISIONS AND THIS AGREEMENT SHALL BE CONSTRUED IN ALL ASPECTS AS IF
SUCH INVALID OR UNENFORCEABLE PROVISION HAD BEEN OMITTED.
15.
BINDING AGREEMENT; ASSIGNMENT. THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE CORPORATION AND MASKAL, THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. THE PARTIES RECOGNIZE AND ACKNOWLEDGE THAT
THIS AGREEMENT IS A CONTRACT FOR THE PERSONAL SERVICES OF MASKAL AND THAT THIS
AGREEMENT MAY NOT BE ASSIGNED BY HER NOR MAY THE SERVICES REQUIRED OF HER
HEREUNDER BE PERFORMED BY ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF
THE CORPORATION.
16.
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES.
17.
ENFORCING COMPLIANCE. IF MASKAL NEEDS TO RETAIN LEGAL COUNSEL TO
ENFORCE ANY OF THE TERMS OF THIS AGREEMENT EITHER AS A RESULT OF NONCOMPLIANCE
BY THE CORPORATION OR A LEGITIMATE DISPUTE AS TO THE PROVISIONS OF THE
AGREEMENT, THEN ANY FEES INCURRED IN SUCH EXPENSE BY MASKAL SHALL BE REIMBURSED
WHOLLY AND COMPLETELY BY THE CORPORATION IF MASKAL PREVAILS IN SUCH LEGAL
PROCEEDINGS.
18.
NOTICES. ALL NOTICES, REQUESTS, DEMANDS AND