ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, IF AT
THE TIME OF ENFORCEMENT OF SECTIONS 5, 6 OR 7 OF THIS AGREEMENT, A COURT HOLDS
THAT THE RESTRICTIONS STATED THEREIN 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 AND THAT THE FAILURE OF ALL OR ANY OF SUCH
PROVISIONS TO BE ENFORCEABLE SHALL NOT IMPAIR OR AFFECT THE OBLIGATIONS OF THE
COMPANY TO PAY COMPENSATION OR SEVERANCE OBLIGATIONS UNDER THIS AGREEMENT.
(II)
BECAUSE THE EXECUTIVE'S SERVICES ARE
UNIQUE AND BECAUSE THE EXECUTIVE HAS ACCESS TO CONFIDENTIAL INFORMATION AND WORK
PRODUCT, THE PARTIES HERETO AGREE THAT MONEY DAMAGES WOULD BE AN INADEQUATE
REMEDY FOR ANY BREACH OF THIS AGREEMENT BY THE EXECUTIVE.
THEREFORE, IN THE
EVENT OF A BREACH OR THREATENED BREACH OF THIS AGREEMENT, THE COMPANY OR ITS
SUCCESSORS OR ASSIGNS MAY, IN ADDITION TO 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).
(III)
IN ADDITION TO THE FOREGOING, AND NOT IN ANY
WAY IN LIMITATION THEREOF, OR IN LIMITATION OF ANY RIGHT OR REMEDY OTHERWISE
AVAILABLE TO THE COMPANY, IF THE EXECUTIVE MATERIALLY VIOLATES ANY PROVISION OF
SECTIONS 5, 6 OR 7 (AND SUCH VIOLATION, IF UNINTENTIONAL ON THE PART OF THE
EXECUTIVE, CONTINUES FOR A PERIOD OF 30 DAYS FOLLOWING RECEIPT OF WRITTEN NOTICE
FROM THE COMPANY), ANY SEVERANCE PAYMENTS THEN OR THEREAFTER DUE FROM THE
COMPANY TO THE EXECUTIVE MAY BE TERMINATED FORTHWITH AND UPON SUCH ELECTION BY
THE COMPANY, THE COMPANY'S OBLIGATION TO PAY AND THE EXECUTIVE'S RIGHT TO
RECEIVE SUCH SEVERANCE PAYMENTS SHALL TERMINATE AND BE OF NO FURTHER FORCE OR
EFFECT.
THE EXECUTIVE'S OBLIGATIONS UNDER SECTIONS 5, 6 OR 7 OF THIS AGREEMENT
SHALL NOT BE LIMITED OR AFFECTED BY, AND SUCH PROVISIONS SHALL REMAIN IN FULL
FORCE AND EFFECT NOTWITHSTANDING THE TERMINATION OF ANY SEVERANCE PAYMENTS BY
THE COMPANY IN ACCORDANCE WITH THIS SECTION 12(A)(III).
THE EXERCISE OF THE
RIGHT TO TERMINATE SUCH PAYMENTS SHALL NOT BE DEEMED TO BE AN ELECTION OF
REMEDIES BY THE COMPANY AND SHALL
11
not in any manner modify, limit or preclude the Company from exercising any
other rights or seeking any other remedies available to it at law or in equity.
(B)
COMPLETE AGREEMENT.
THIS AGREEMENT, THOSE
DOCUMENTS EXPRESSLY REFERRED TO HEREIN AND ALL OTHER DOCUMENTS OF EVEN DATE
HEREWITH EMBODY THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AND
SUPERSEDE AND PREEMPT ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY
OR AMONG THE PARTIES, WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT
MATTER HEREOF IN ANY WAY; PROVIDED, HOWEVER, THAT ANY RIGHTS OF EXECUTIVE
HEREUNDER ARE IN ADDITION TO ANY RIGHTS EXECUTIVE MAY HAVE UNDER BENEFIT