OR INCREASE ITS RELATIONSHIP WITH ANY
COMPETITOR.
(B)
PERSONNEL.
DURING THE RESTRICTION PERIOD, EXECUTIVE SHALL NOT,
DIRECTLY OR INDIRECTLY, RECRUIT, SOLICIT OR OTHERWISE INDUCE OR INFLUENCE ANY
PERSONNEL OF THE COMPANY TO DISCONTINUE, REDUCE THE EXTENT OF, DISCOURAGE THE
DEVELOPMENT OF OR OTHERWISE HARM ITS RELATIONSHIP OR COMMITMENT TO THE COMPANY.
CONDUCT PROHIBITED UNDER THIS SECTION 5.4(B) SHALL INCLUDE, WITHOUT LIMITATION,
EMPLOYING, SEEKING TO EMPLOY OR CAUSING, AIDING, INDUCING OR INFLUENCING A
COMPETITOR TO EMPLOY OR SEEK TO EMPLOY ANY PERSONNEL OF THE COMPANY.
5.5.
EQUITABLE RELIEF.
EACH OF THE PARTIES ACKNOWLEDGES THAT THE
PROVISIONS AND RESTRICTIONS OF THIS SECTION 5 ARE REASONABLE AND NECESSARY FOR
THE PROTECTION OF THE LEGITIMATE INTERESTS OF COMPANY.
EACH OF THE PARTIES
FURTHER ACKNOWLEDGES THAT THE PROVISIONS AND RESTRICTIONS OF THIS SECTION 5 ARE
UNIQUE AND THAT ANY BREACH OR THREATENED BREACH OF ANY SUCH PROVISIONS OR
RESTRICTIONS WILL PROVIDE COMPANY WITH NO ADEQUATE REMEDY AT LAW, AND THE RESULT
WILL BE IRREPARABLE HARM TO COMPANY.
THEREFORE, THE PARTIES HERETO AGREE THAT
UPON A BREACH OR THREATENED BREACH OF THE PROVISIONS OR RESTRICTIONS OF THIS
SECTION 5, COMPANY SHALL BE ENTITLED, IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES WHICH MAY BE AVAILABLE TO IT, TO INSTITUTE AND MAINTAIN PROCEEDINGS AT
LAW OR IN EQUITY, TO RECOVER DAMAGES, TO OBTAIN AN EQUITABLE ACCOUNTING OF ALL
EARNINGS, PROFITS OR OTHER BENEFITS RESULTING FROM SUCH BREACH OR THREATENED
BREACH AND TO OBTAIN SPECIFIC PERFORMANCE OR A TEMPORARY AND PERMANENT
INJUNCTION.
5.6.
FULL RESTRICTION PERIOD.
IF EXECUTIVE VIOLATES ANY RESTRICTIVE
COVENANT CONTAINED HEREIN AND COMPANY INSTITUTES ACTION FOR EQUITABLE RELIEF,
COMPANY, AS A RESULT OF THE TIME INVOLVED IN OBTAINING SUCH RELIEF, SHALL NOT BE
DEPRIVED OF THE BENEFIT OF THE FULL NON-COMPETITION PERIOD OR RESTRICTION
PERIOD, AS THE CASE MAY BE.
ACCORDINGLY, THE NON-
6
COMPETITION PERIOD AND THE RESTRICTION PERIOD SHALL BE DEEMED TO HAVE THE
RESPECTIVE DURATIONS SPECIFIED IN SECTION 5.1, COMPUTED FROM AND COMMENCING ON
THE DATE ON WHICH RELIEF IS GRANTED BY A FINAL ORDER FROM WHICH THERE IS NO
APPEAL, BUT REDUCED, IF APPLICABLE, BY THE LENGTH OF TIME BETWEEN THE DATE SUCH
PERIOD COMMENCED AND THE DATE OF THE FIRST VIOLATION OF ANY RESTRICTIVE COVENANT
BY EXECUTIVE.
5.7.
EQUITABLE ACCOUNTING.
COMPANY SHALL HAVE THE RIGHT TO DEMAND AND
RECEIVE EQUITABLE ACCOUNTING WITH RESPECT TO ANY CONSIDERATION RECEIVED BY
EXECUTIVE IN CONNECTION WITH ACTIVITIES IN BREACH OF THE RESTRICTIVE COVENANTS
HEREIN, AND COMPANY SHALL BE ENTITLED TO PAYMENT FROM EXECUTIVE OF SUCH
CONSIDERATION ON DEMAND.
5.8.
PRIOR BREACHES.
NEITHER THE EXPIRATION OF THE RESTRICTION PERIOD
NOR THE TERMINATION OF THE STATUS OF ANY CUSTOMER OR PERSONNEL AS SUCH (WHETHER
OR NOT DUE TO A BREACH HEREOF BY EXECUTIVE) SHALL PRECLUDE, LIMIT OR OTHERWISE
AFFECT THE RIGHTS AND REMEDIES OF COMPANY AGAINST EXECUTIVE BASED UPON ANY
BREACH HEREOF DURING THE RESTRICTION PERIOD OR BEFORE SUCH STATUS OF CUSTOMER OR
PERSONNEL TERMINATED.
5.9.
NONCIRCUMVENTION OF COVENANTS.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT, FOR PURPOSES OF THIS AGREEMENT, AN ACTION SHALL BE CONSIDERED TO