IN THIS SECTION 8(A) SHALL BE CONSTRUED AS RESTRICTING THE EMPLOYEE'S RIGHT TO
SELL OR OTHERWISE DISPOSE OF ANY BUSINESS OR INVESTMENTS OWNED OR OPERATED BY
EMPLOYEE AS OF THE DATE HEREOF.
(B)
TERMINATION WITHOUT CAUSE OR FOR DISABILITY;
CONSTRUCTIVE TERMINATION.
IN THE EVENT THAT THE EMPLOYMENT OF EMPLOYEE IS
TERMINATED BY EMPLOYERS WITHOUT CAUSE OR THE NON-RENEWAL OF THE EMPLOYMENT
PERIOD BY EMPLOYERS OR AS A RESULT OF THE TOTAL DISABILITY OF EMPLOYEE OR BY
EMPLOYEE AS A CONSTRUCTIVE TERMINATION WITHOUT CAUSE, EMPLOYEE HEREBY AGREES
THAT DURING THE PERIOD THAT THE EMPLOYERS ARE REQUIRED TO MAKE PAYMENT TO
EMPLOYEE (REGARDLESS OF WHETHER EMPLOYEE ACCEPTS SUCH PAYMENT, ELECTS TO RECEIVE
A LUMP SUM OF SUCH PAYMENT, REFUSES TO EXECUTE AND DELIVER A GENERAL RELEASE AS
REQUIRED HEREUNDER OR IF SUCH OBLIGATION IS REDUCED IN ANY WAY DUE TO EMPLOYEE'S
EMPLOYMENT ELSEWHERE) PURSUANT TO SECTION 4(B), SECTION 4(C) OR SECTION 4(D)
ABOVE, AS APPLICABLE, NEITHER HE NOR ANY AFFILIATE SHALL, EITHER IN HIS OWN
BEHALF OR AS A PARTNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT OR SHAREHOLDER (OTHER
THAN AS THE HOLDER OF LESS THAN 5% OF THE OUTSTANDING CAPITAL STOCK OF ANY,
CORPORATION WITH A CLASS OF EQUITY SECURITY REGISTERED UNDER SECTION 12(B) OR
SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) ENGAGE IN,
INVEST IN OR RENDER SERVICES TO ANY PERSON OR ENTITY ENGAGED IN THE BUSINESSES
IN WHICH EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS IS THEN ENGAGED AND SITUATED
WITHIN ANY COUNTRY.
NOTHING CONTAINED IN THIS SECTION 8(B) SHALL BE CONSTRUED
AS RESTRICTING THE EMPLOYEE'S RIGHT TO SELL OR OTHERWISE DISPOSE OF ANY BUSINESS
OR INVESTMENTS OWNED OR OPERATED BY EMPLOYEE AS OF THE DATE HEREOF.
SECTION 9.
AGREEMENT NOT TO SOLICIT EMPLOYEES.
EMPLOYEE AGREES THAT, FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE TERMINATION BY
REASON OF VOLUNTARY TERMINATION BY EMPLOYEE OR TERMINATION FOR CAUSE, NEITHER HE
NOR ANY AFFILIATE SHALL, ON BEHALF OF ANY BUSINESS ENGAGED IN A BUSINESS
COMPETITIVE WITH EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS, SOLICIT OR INDUCE, OR
IN ANY MANNER ATTEMPT TO SOLICIT OR INDUCE ANY PERSON EMPLOYED BY, OR ANY AGENT
OF, ANY EMPLOYERS OR
7
ANY SUBSIDIARY OF EMPLOYERS TO TERMINATE HIS EMPLOYMENT OR AGENCY, AS THE CASE
MAY BE, WITH ANY EMPLOYERS OR SUCH SUBSIDIARY; PROVIDED THAT SUCH LIMITATIONS
SHALL NOT APPLY IF THE CONTACT WITH THE EMPLOYEE, AGENT OR CONSULTANT IS
INITIATED BY A THIRD PARTY, NOT ENGAGED OR HIRED BY EMPLOYEE OR ANY AFFILIATE OF
EMPLOYEE, ON A "BLIND BASIS" SUCH AS THROUGH A HEAD HUNTER.
SECTION 10.
INJUNCTIVE RELIEF AND OTHER REMEDIES.
(A)
EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE
COVENANTS, OBLIGATIONS AND AGREEMENTS OF EMPLOYEE CONTAINED IN SECTION 7,
SECTION 8, SECTION 9 AND THIS SECTION 10 RELATE TO SPECIAL, UNIQUE AND
EXTRAORDINARY MATTERS AND THAT A VIOLATION OF ANY OF THE TERMS OF SUCH
COVENANTS, OBLIGATIONS OR AGREEMENTS WILL CAUSE EMPLOYERS IRREPARABLE INJURY FOR
WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
THEREFORE, EMPLOYEE AGREES
THAT EMPLOYERS SHALL BE ENTITLED TO AN