TO HAVE OCCURRED AFTER (A) THE SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY, WHETHER IN A SINGLE TRANSACTION
OR IN A SERIES OF TRANSACTIONS OCCURRING WITHIN ANY SINGLE 12 MONTH PERIOD,
(B) THE SALE BY ONE OR MORE SHAREHOLDERS OF THE COMPANY, IN A SINGLE TRANSACTION
OR IN A SERIES OF TRANSACTIONS OCCURRING WITHIN ANY SINGLE 12 MONTH PERIOD, OF
MORE THAN 50% OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE COMPANY TO ANY
INDIVIDUAL, CORPORATION, TRUST OR OTHER ENTITY; OR (C) A MERGER, REORGANIZATION,
EXCHANGE OF STOCK OR OTHER SECURITIES, OR OTHER BUSINESS COMBINATION BETWEEN THE
COMPANY AND ANOTHER INDIVIDUAL, CORPORATION, TRUST OR OTHER ENTITY COMPRISED OF
A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS OCCURRING WITHIN ANY SINGLE 12
MONTH PERIOD, RESULTING IN ANY INDIVIDUAL, CORPORATION, TRUST OR OTHER ENTITY
OWNING MORE THAN 50% OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE COMPANY.
INTERPRETATION; SEVERABILITY.
RIGHTS AND RESTRICTIONS IN THIS AGREEMENT MAY BE
EXERCISED AND ARE APPLICABLE ONLY TO THE EXTENT THEY DO NOT VIOLATE ANY
APPLICABLE LAWS, AND ARE INTENDED TO BE LIMITED TO THE EXTENT NECESSARY SO THEY
WILL NOT RENDER THIS AGREEMENT ILLEGAL, INVALID OR UNENFORCEABLE. IF ANY TERM
SHALL BE HELD ILLEGAL, INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION, THE REMAINING TERMS SHALL REMAIN IN FULL FORCE AND EFFECT. THIS
AGREEMENT DOES NOT IN ANY WAY LIMIT COMPANY'S RIGHTS UNDER THE LAWS OF AGENCY,
FIDUCIARY OBLIGATION, UNFAIR COMPETITION, TRADE SECRET, COPYRIGHT, PATENT,
TRADEMARK OR ANY OTHER APPLICABLE LAW(S), OR UNDER ANY OTHER AGREEMENT OR
INSTRUMENT, ALL OF WHICH ARE IN ADDITION TO RIGHTS UNDER THIS AGREEMENT. THE
EXISTENCE OF A CLAIM BY EMPLOYEE, WHETHER PREDICATED ON THIS AGREEMENT OR
OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO COMPANY'S ENFORCEMENT OF THIS
AGREEMENT.
REMEDIES FOR BREACH.
EMPLOYEE UNDERSTANDS AND AGREES THAT ANY BREACH OF THIS
AGREEMENT MAY CAUSE THE COMPANY GREAT AND IRREPARABLE HARM AND THAT IT WOULD BE
DIFFICULT OR IMPOSSIBLE TO ESTABLISH THE FULL MONETARY VALUE OF SUCH DAMAGE.
CONSEQUENTLY:
EMPLOYEE COVENANTS AND AGREES THAT ANY BREACH BY EMPLOYEE OF THE AGREEMENT
DURING EMPLOYEE'S EMPLOYMENT WITH THE COMPANY SHALL BE GROUNDS FOR DISCIPLINARY
ACTIONS UP TO AND INCLUDING DISMISSAL OF EMPLOYEE FOR CAUSE.
EMPLOYEE FURTHER COVENANTS AND AGREES THAT IN THE EVENT OF ANY EMPLOYEE BREACH
OF THIS AGREEMENT, EMPLOYEE CONSENTS TO THE ENTRY OF APPROPRIATE PRELIMINARY AND
PERMANENT INJUNCTIONS IN A COURT OF APPROPRIATE JURISDICTION, WITHOUT THE
POSTING OF A BOND OR OTHER SECURITY, IN ADDITION TO WHATEVER OTHER REMEDIES THE
COMPANY MAY HAVE. INJUNCTIVE RELIEF IS IN ADDITION TO ANY OTHER AVAILABLE
REMEDY, INCLUDING DAMAGES.
EMPLOYEE AGREES THAT EMPLOYEE WILL INDEMNIFY AND HOLD THE COMPANY HARMLESS FROM
ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING ATTORNEYS' FEES) INCURRED BY THE
COMPANY ARISING OUT OF EMPLOYEE'S BREACH OF ANY PORTION OF THIS AGREEMENT,
WHETHER OR NOT SUCH BREACH RESULTS IN LITIGATION OR OTHER FORMAL PROCEEDINGS.
MISCELLANEOUS.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS EACH OF
WHICH IS AN ORIGINAL.
THIS AGREEMENT AND