USE, ATTEMPT TO USE, DISCLOSE, OR
OTHERWISE MAKE KNOWN TO ANY PERSON OR ENTITY (OTHER THAN THE BOARD OF DIRECTORS
OF THE COMPANY):
(I)
ANY CONFIDENTIAL OR PROPRIETARY
KNOWLEDGE OR INFORMATION, INCLUDING WITHOUT LIMITATION, LISTS OF CUSTOMERS,
PROCESSES, AND SYSTEMS, AS WELL AS ANY DATA AND RECORDS PERTAINING THERETO,
WHICH THE EXECUTIVE MAY ACQUIRE IN THE COURSE OF HIS EMPLOYMENT.
(II)
ANY CONFIDENTIAL OR PROPRIETARY KNOWLEDGE
OR INFORMATION OF A CONFIDENTIAL NATURE (INCLUDING BUT NOT LIMITED TO ALL
UNPUBLISHED MATTERS) RELATING TO, WITHIN LIMITATION, THE BUSINESS, PROPERTIES,
ACCOUNTING, BOOKS AND RECORDS, COMPUTER SYSTEMS AND PROGRAMS, OR MEMORANDA OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES.
5.2.
ACKNOWLEDGMENT OF COVENANTS.
THE PARTIES HERETO ACKNOWLEDGE THAT
THE EXECUTIVE'S SERVICES ARE OF A SPECIAL, EXTRAORDINARY, AND INTELLECTUAL
CHARACTER WHICH GIVES HIM UNIQUE VALUE, AND THAT THE BUSINESS OF THE COMPANY AND
ITS SUBSIDIARIES IS HIGHLY COMPETITIVE, AND THAT VIOLATION OF ANY OF THE
COVENANTS PROVIDED IN THIS SECTION 5 WOULD CAUSE IMMEDIATE, IMMEASURABLE, AND
IRREPARABLE HARM, LOSS AND DAMAGE TO THE COMPANY NOT ADEQUATELY COMPENSABLE BY A
MONETARY AWARD.
THE EXECUTIVE ACKNOWLEDGES THAT THE TIME AND SCOPE OF ACTIVITY
RESTRAINED BY THE PROVISIONS OF THIS SECTION 5 ARE REASONABLE AND DO NOT IMPOSE
A GREATER RESTRAINT THAN IS NECESSARY TO PROTECT THE GOODWILL OF THE COMPANY'S
BUSINESS.
THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE AND THE COMPANY HAVE
NEGOTIATED AND BARGAINED FOR THE TERMS OF THIS AGREEMENT AND THAT THE EXECUTIVE
HAS RECEIVED ADEQUATE CONSIDERATION FOR ENTERING INTO THE AGREEMENT.
IN THE
EVENT OF ANY SUCH BREACH OR THREATENED BREACH BY THE EXECUTIVE OF ANY ONE OR
MORE OF SUCH COVENANTS, THE COMPANY SHALL BE ENTITLED TO SUCH EQUITABLE AND
INJUNCTIVE RELIEF AS MAY BE AVAILABLE TO RESTRAIN THE EXECUTIVE FROM VIOLATING
THE PROVISIONS HEREOF.
NOTHING HEREIN SHALL BE CONSTRUED AS PROHIBITING THE
COMPANY FROM PURSUING ANY OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY FOR SUCH
BREACH OR THREATENED BREACH, INCLUDING THE RECOVERY OF DAMAGES AND THE IMMEDIATE
TERMINATION OF THE EMPLOYMENT OF THE EXECUTIVE HEREUNDER.
SECTION 6.
MISCELLANEOUS
6.1.
ADMINISTRATION.
(A)
ADMINISTRATION.
THIS AGREEMENT SHALL BE ADMINISTERED BY THE BOARD
OF DIRECTORS OF THE COMPANY, OR BY A COMMITTEE OF THE BOARD CONSISTING OF BOARD
MEMBERS DESIGNATED BY THE BOARD (THE "COMPENSATION COMMITTEE").
THE
COMPENSATION COMMITTEE (WITH THE APPROVAL OF THE BOARD, IF THE BOARD IS NOT THE
COMPENSATION COMMITTEE) IS AUTHORIZED TO INTERPRET THIS AGREEMENT, TO PRESCRIBE
AND RESCIND RULES AND REGULATIONS, AND TO MAKE ALL OTHER DETERMINATIONS
NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THIS AGREEMENT.
IN FULFILLING
ITS
7
ADMINISTRATIVE DUTIES HEREUNDER, THE COMPENSATION COMMITTEE MAY RELY ON OUTSIDE
COUNSEL, INDEPENDENT ACCOUNTANTS, OR OTHER CONSULTANTS TO RENDER ADVICE OR
ASSISTANCE.
(B)
CLAIMS PROCEDURE.
IF THE EXECUTIVE BELIEVES THAT HE IS BEING
DENIED A BENEFIT TO WHICH HE IS ENTITLED UNDER THE AGREEMENT, HE MAY FILE A
WRITTEN REQUEST FOR SUCH BENEFIT WITH THE COMPANY, SETTING FORTH HIS CLAIM.
UPON RECEIPT OF THE CLAIM, THE COMPANY SHALL ADVISE THE EXECUTIVE THAT A REPLY
WILL BE FORTHCOMING WITHIN 15 DAYS