THE COMPANY SHALL BE ENTITLED TO AN
INJUNCTION, RESTRAINING ORDER, OR SUCH OTHER EQUITABLE RELIEF (WITHOUT THE
REQUIREMENT TO POST BOND) AS A COURT OF COMPETENT JURISDICTION MAY DEEM
NECESSARY OR APPROPRIATE TO RESTRAIN THE EXECUTIVE FROM COMMITTING ANY VIOLATION
OF THE COVENANTS AND OBLIGATIONS REFERRED TO IN THIS SECTION 9.
THESE
INJUNCTIVE REMEDIES ARE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES THE COMPANY MAY HAVE AT LAW OR IN EQUITY.
(II)
IF ANY COURT OF COMPETENT JURISDICTION SHALL AT
ANY TIME DETERMINE THAT, BUT FOR THE PROVISIONS OF THIS PARAGRAPH, ANY PART OF
THIS AGREEMENT IS ILLEGAL, VOID AS AGAINST PUBLIC POLICY OR OTHERWISE
UNENFORCEABLE, THE RELEVANT PART WILL AUTOMATICALLY BE AMENDED TO THE EXTENT
NECESSARY TO MAKE IT SUFFICIENTLY NARROW IN SCOPE, TIME AND GEOGRAPHIC AREA TO
BE LEGALLY ENFORCEABLE.
ALL OTHER TERMS WILL REMAIN IN FULL FORCE AND EFFECT.
(III)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
EXECUTIVE WILL HAVE A PROMINENT ROLE IN THE MANAGEMENT OF THE BUSINESS, AND THE
DEVELOPMENT OF THE GOODWILL, OF THE COMPANY AND ITS AFFILIATES AND WILL
ESTABLISH AND DEVELOP RELATIONS AND CONTACTS WITH THE PRINCIPAL CUSTOMERS AND
SUPPLIERS OF THE COMPANY AND ITS AFFILIATES IN THE UNITED STATES OF AMERICA AND
THE REST OF THE WORLD, ALL OF WHICH CONSTITUTE VALUABLE GOODWILL OF, AND COULD
BE USED BY THE EXECUTIVE TO HARM, THE COMPANY AND ITS AFFILIATES AND THAT (I) IN
THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE WILL OBTAIN
CONFIDENTIAL INFORMATION THAT COULD BE USED TO COMPETE UNFAIRLY WITH THE COMPANY
AND ITS AFFILIATES, (II) THE COVENANTS AND RESTRICTIONS CONTAINED IN SECTION 9
ARE INTENDED TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY AND ITS
AFFILIATES IN THEIR RESPECTIVE GOODWILL, TRADE SECRETS AND OTHER CONFIDENTIAL
AND PROPRIETARY INFORMATION, (III) THE EXECUTIVE DESIRES TO BE BOUND BY SUCH
COVENANTS AND RESTRICTIONS, AND (IV) THE EXECUTIVE REPRESENTS THAT HIS ECONOMIC
MEANS AND CIRCUMSTANCES ARE SUCH THAT THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE RESTRICTIVE COVENANTS IN SECTION 9, WILL NOT PREVENT HIM FROM
PROVIDING FOR HIMSELF AND HIS FAMILY ON A BASIS SATISFACTORY TO HIM AND THEM.
10
10.
SUCCESSORS.
(A)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE
AND, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE ASSIGNABLE
BY THE EXECUTIVE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY THE EXECUTIVE'S LEGAL REPRESENTATIVES.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON HOLDING,
THE COMPANY AND ITS SUCCESSORS, INCLUDING ANY SUCCESSOR TO ALL OR SUBSTANTIALLY
ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION, ACQUISITION OF OWNERSHIP INTERESTS, OR
OTHERWISE.
THE COMPANY SHALL REQUIRE ANY SUCH SUCCESSOR TO EXPRESSLY
ACKNOWLEDGE AND AGREE IN WRITING TO ASSUME THE COMPANY'S OBLIGATIONS HEREUNDER
11.
MISCELLANEOUS.
(A)
APPLICABLE LAW AND JURISDICTION.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF