OR ANY OF ITS AFFILIATES HAS COMMENCED
OR HAS MADE PLANS TO COMMENCE OPERATIONS DURING THE EMPLOYMENT PERIOD, (I)
SOLICIT FOR EMPLOYMENT, EMPLOY, ENGAGE TO PERFORM SERVICES OR OTHERWISE
INTERFERE WITH THE RELATIONSHIP OF THE COMPANY OR ANY OF ITS AFFILIATES WITH ANY
NATURAL PERSON THROUGHOUT THE WORLD WHO IS OR WAS EMPLOYED BY
FOR THE COMPANY
OR ANY OF ITS AFFILIATES AT ANY TIME DURING THE EMPLOYMENT PERIOD (IN THE CASE
OF ANY SUCH ACTIVITY DURING SUCH TIME) OR DURING THE TWELVE-MONTH PERIOD
PRECEDING SUCH SOLICITATION, EMPLOYMENT OR INTERFERENCE (IN THE CASE OF ANY SUCH
ACTIVITY AFTER THE DATE OF TERMINATION OR OTHERWISE AS OF THE DATE OF
EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH COMPANY), OTHER THAN ANY SUCH
SOLICITATION OR EMPLOYMENT ON BEHALF OF THE COMPANY OR ANY OF ITS AFFILIATES
DURING THE EMPLOYMENT PERIOD, OR (II) INDUCE ANY EMPLOYEE OF THE COMPANY OR ANY
OF ITS AFFILIATES WHO IS A MEMBER OF MANAGEMENT TO ENGAGE IN ANY ACTIVITY WHICH
THE EXECUTIVE IS PROHIBITED FROM ENGAGING IN
8
UNDER ANY OF THE PARAGRAPHS OF THIS SECTION 9 OR TO TERMINATE HIS OR HER
EMPLOYMENT WITH THE COMPANY.
(E)
NON-DISPARAGEMENT.
DURING THE EMPLOYMENT PERIOD AND THE CONTINUATION
PERIOD, THE EXECUTIVE SHALL NOT TAKE ANY ACTION OR MAKE ANY STATEMENT THAT
DISPARAGES OR CRITICIZES COMPANY OR ANY OF ITS AFFILIATES.
(F)
INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS; CERTAIN ACKNOWLEDGEMENTS AND
AGREEMENTS.
(I)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT
THE COVENANTS AND OBLIGATIONS OF THE EXECUTIVE WITH RESPECT TO CONFIDENTIALITY,
OWNERSHIP OF DEVELOPMENTS, NON-COMPETITION, NON-DISPARAGEMENT, AND
NON-SOLICITATION RELATE TO SPECIAL, UNIQUE, AND EXTRAORDINARY MATTER AND THAT A
VIOLATION OF ANY OF THE TERMS OF SUCH COVENANTS AND OBLIGATIONS WILL CAUSE THE
COMPANY IRREPARABLE INJURY FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT
LAW.
THEREFORE, THE EXECUTIVE AGREES THAT 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