NOT DIRECTLY OR INDIRECTLY THROUGH ANOTHER ENTITY (I) INDUCE OR ATTEMPT TO
INDUCE ANY EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE EMPLOY OF THE
COMPANY OR SUCH SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP
BETWEEN THE COMPANY OR ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF, (II) HIRE ANY
PERSON WHO WAS AN EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY TIME DURING
THE EMPLOYMENT PERIOD OR (III) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER,
SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF THE
COMPANY OR ANY SUBSIDIARY TO CEASE DOING BUSINESS WITH THE COMPANY OR SUCH
SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH
CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION AND THE COMPANY OR ANY
SUBSIDIARY (INCLUDING, WITHOUT LIMITATION, MAKING ANY NEGATIVE STATEMENTS OR
COMMUNICATIONS ABOUT THE COMPANY OR ITS SUBSIDIARIES).
(C)
IF, AT THE TIME OF ENFORCEMENT OF THIS
PARAGRAPH 6, A COURT SHALL HOLD THAT THE DURATION, SCOPE OR AREA RESTRICTIONS
STATED HEREIN ARE UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES
AGREE THAT THE MAXIMUM DURATION, SCOPE OR AREA REASONABLE UNDER SUCH
CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED DURATION, SCOPE OR AREA AND
THAT THE COURT SHALL BE ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO
COVER THE MAXIMUM PERIOD, SCOPE AND AREA PERMITTED BY LAW.
EXECUTIVE AGREES
THAT THE RESTRICTIONS CONTAINED IN THIS PARAGRAPH 6 ARE REASONABLE.
(D)
BECAUSE EXECUTIVE'S SERVICES ARE UNIQUE AND
BECAUSE EXECUTIVE HAS ACCESS TO CONFIDENTIAL INFORMATION, THE PARTIES HERETO
AGREE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF THIS
AGREEMENT.
IN THE EVENT OF THE BREACH OR A THREATENED BREACH BY EXECUTIVE OF
ANY OF THE PROVISIONS OF THIS PARAGRAPH 6, THE COMPANY, IN ADDITION AND
SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES EXISTING IN ITS FAVOR, MAY APPLY TO
ANY COURT OF LAW OR EQUITY 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 THIS
PARAGRAPH 6, THE NONCOMPETE PERIOD SHALL BE TOLLED UNTIL SUCH BREACH OR
VIOLATION HAS BEEN DULY CURED.
6
7.
BOARD MEMBERSHIP.
EXECUTIVE IS
CURRENTLY A MEMBER OF THE BOARD.
WITH RESPECT TO ALL REGULAR ELECTIONS OF
DIRECTORS DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL NOMINATE, AND USE ITS
REASONABLE EFFORTS TO CAUSE THE ELECTION OF, EXECUTIVE TO SERVE AS A MEMBER OF
THE BOARD.
UPON THE TERMINATION OF THE EMPLOYMENT PERIOD, EXECUTIVE SHALL
RESIGN AS A DIRECTOR OF THE COMPANY.
8.
EXECUTIVE'S REPRESENTATIONS.
EXECUTIVE
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT (A) THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT BY EXECUTIVE DO NOT AND SHALL NOT CONFLICT
WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT,
INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH EXECUTIVE IS A PARTY OR BY WHICH
SHE IS BOUND, (B) EXECUTIVE IS NOT A PARTY TO OR