ANY INVESTIGATION OF THE COMPANY OR ITS AFFILIATES (OR THEIR ACTIONS),
REGARDLESS OF WHETHER A LAWSUIT OR OTHER PROCEEDING HAS THEN BEEN FILED AGAINST
THE COMPANY OR ITS AFFILIATES WITH RESPECT TO SUCH INVESTIGATION, AND SHALL NOT
DO SO UNLESS LEGALLY REQUIRED.
10.
ENFORCEMENT. IF, AT THE TIME OF ENFORCEMENT OF PARAGRAPHS 7, 8 OR
9 HEREOF, A COURT HOLDS THAT THE RESTRICTIONS STATED HEREIN ARE UNREASONABLE
UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES HERETO AGREE THAT THE MAXIMUM
PERIOD, SCOPE OR GEOGRAPHICAL AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE
SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA. BECAUSE EXECUTIVE'S SERVICES
ARE UNIQUE AND BECAUSE EXECUTIVE HAS ACCESS TO CONFIDENTIAL INFORMATION AND WORK
PRODUCT, THE PARTIES HERETO AGREE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE
REMEDY FOR ANY BREACH OF PARAGRAPHS 7, 8 OR 9 HEREOF. THEREFORE, IN THE EVENT OF
A BREACH OR THREATENED BREACH OF PARAGRAPHS 7, 8 OR 9 HEREOF, THE COMPANY OR ITS
SUCCESSOR OR ASSIGNS MAY, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES EXISTING
IN THEIR FAVOR, APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER RELIEF IN ORDER TO ENFORCE, OR PREVENT
ANY VIOLATIONS OF, THE PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER
SECURITY). IN ADDITION, IN THE EVENT OF AN ALLEGED BREACH OR VIOLATION BY
EXECUTIVE OF PARAGRAPH 9 HEREOF, THE NONCOMPETE PERIOD SHALL BE TOLLED UNTIL
SUCH BREACH OR VIOLATION HAS BEEN DULY CURED. EXECUTIVE AGREES THAT THE
RESTRICTIONS CONTAINED IN PARAGRAPH 9 HEREOF ARE REASONABLE.
10
11.
OTHER BUSINESSES. AS LONG AS EXECUTIVE IS EMPLOYED BY THE COMPANY
OR AN AFFILIATE, EXECUTIVE SHALL NOT, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE
BOARD OR THE CHIEF EXECUTIVE OFFICER, BECOME ENGAGED IN OR RENDER SERVICES FOR,
ANY BUSINESS OTHER THAN THE BUSINESS OF THE COMPANY, ANY AFFILIATE OR ANY
CORPORATION OR PARTNERSHIP IN WHICH THE COMPANY OR AN AFFILIATE HAS AN EQUITY
INTEREST; PROVIDED, THAT EXECUTIVE MAY BE A PASSIVE OWNER OF NOT MORE THAN 1% OF
THE EQUITY SECURITIES OF AN ENTERPRISE ENGAGED IN SUCH BUSINESS, SO LONG AS
EXECUTIVE HAS NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH ENTERPRISE, IF
SUCH ACTIVITIES DO NOT IN ANY MATERIAL WAY INTERFERE WITH THE PERFORMANCE BY
EXECUTIVE OF EXECUTIVE'S OBLIGATIONS HEREUNDER AND SUCH ACTIVITIES DO NOT IN ANY
WAY MATERIALLY AND ADVERSELY AFFECT THE COMPANY OR AN AFFILIATE OR CREATE A
POTENTIAL BUSINESS CONFLICT OR THE APPEARANCE THEREOF. IF AT ANY TIME SUCH
SERVICES CONFLICT WITH EXECUTIVE'S FIDUCIARY DUTY TO THE COMPANY OR AN AFFILIATE
OR CREATE ANY APPEARANCE THEREOF, EXECUTIVE SHALL PROMPTLY CEASE PROVIDING SUCH
SERVICES AFTER WRITTEN NOTICE OF THE CONFLICT IS RECEIVED FROM THE COMPANY.
EXECUTIVE SHALL NOTIFY THE COMPANY PRIOR TO ENGAGING IN ANY SUCH ACTIVITIES.
NOTHING CONTAINED IN THIS PARAGRAPH 11 SHALL LIMIT THE PROVISIONS OF PARAGRAPH 9
HEREOF.
12.
EXECUTIVE'S REPRESENTATIONS. EXECUTIVE HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY EXECUTIVE DO NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE