shall be in sufficient detail to enable the Executive and its
affiliates to determine the nature and scope of the information proposed to be
disclosed), and the Executive covenants and agrees to cooperate with the Company
and its affiliates to deliver the minimum amount of information necessary to
comply with such order.
This Section 6 shall survive any termination of this Agreement.
SECTION 7.
COVENANT NOT TO COMPETE.
(A)
SCOPE. IN ORDER TO FULLY PROTECT THE COMPANY'S CONFIDENTIAL
INFORMATION, DURING THE EMPLOYMENT TERM AND FOR A PERIOD OF ONE YEAR THEREAFTER
(THE "NONCOMPETITION PERIOD"), THE EXECUTIVE SHALL NOT, EXCEPT AS AUTHORIZED IN
WRITING BY THE BOARD, DIRECTLY OR INDIRECTLY, RENDER SERVICES TO, ASSIST,
PARTICIPATE IN THE AFFAIRS OF, OR OTHERWISE BE CONNECTED WITH, ANY PERSON OR
ENTERPRISE (OTHER THAN THE COMPANY AND ITS SUBSIDIARIES, IF ANY), WHICH PERSON
OR ENTERPRISE IS ENGAGED IN, OR IS PLANNING TO ENGAGE IN, AND SHALL NOT
PERSONALLY ENGAGE IN, ANY BUSINESS THAT IS COMPETITIVE WITH THE BUSINESS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, IF ANY,
4
WITH RESPECT TO ANY PRODUCTS OR SERVICES OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, IF ANY, IN ANY CAPACITY WHICH WOULD UTILIZE THE EXECUTIVE'S
SERVICES WITH RESPECT TO ANY PRODUCTS OR SERVICES OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, IF ANY, THAT WERE WITHIN THE EXECUTIVE'S MANAGEMENT RESPONSIBILITY
AT ANY TIME WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE
TERMINATION DATE.
(B)
REMEDIES. THE PARTIES RECOGNIZE, ACKNOWLEDGE AND AGREE THAT
(I) ANY BREACH OR THREATENED BREACH OF THE PROVISIONS OF THIS SECTION 7 SHALL
CAUSE IRREPARABLE HARM AND INJURY TO THE COMPANY AND THAT MONEY DAMAGES WILL NOT
PROVIDE AN ADEQUATE REMEDY FOR SUCH BREACH OR THREATENED BREACH AND (II) THE
DURATION, SCOPE AND GEOGRAPHICAL APPLICATION OF THIS AGREEMENT ARE FAIR AND
REASONABLE UNDER THE CIRCUMSTANCES, AND ARE REASONABLY REQUIRED TO PROTECT THE
LEGITIMATE BUSINESS INTERESTS OF THE COMPANY. ACCORDINGLY, EXECUTIVE AGREES THAT
THE COMPANY SHALL BE ENTITLED TO HAVE THE PROVISIONS OF THIS AGREEMENT
SPECIFICALLY ENFORCED BY ANY COURT HAVING JURISDICTION, AND THAT SUCH A COURT
MAY ISSUE A TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION OR OTHER
APPROPRIATE EQUITABLE RELIEF, WITHOUT HAVING TO PROVE THE INADEQUACY OF
AVAILABLE REMEDIES AT LAW. IN ADDITION, THE COMPANY SHALL BE ENTITLED TO AVAIL
ITSELF OF ALL SUCH OTHER ACTIONS AND REMEDIES AVAILABLE TO IT OR ANY OF ITS
AFFILIATES UNDER LAW OR IN EQUITY AND SHALL BE ENTITLED TO SUCH DAMAGES AS IT
SUSTAINS BY REASON OF SUCH BREACH OR THREATENED BREACH. IT IS THE EXPRESS DESIRE
AND INTENT OF THE PARTIES THAT THE PROVISIONS OF THIS AGREEMENT BE ENFORCED TO
THE FULL EXTENT POSSIBLE.
(C)
SEVERABILITY. IF ANY PROVISION OF SECTION 7(A) IS HELD TO BE
UNENFORCEABLE BECAUSE OF THE DURATION OF SUCH PROVISION, THE AREA COVERED
THEREBY OR THE SCOPE OF THE ACTIVITY RESTRAINED, THE PARTIES HEREBY EXPRESSLY
AGREE THAT THE COURT MAKING SUCH DETERMINATION SHALL HAVE THE POWER TO REDUCE
THE DURATION AND/OR AREAS OF SUCH PROVISION AND/OR THE SCOPE OF