CONNECTED IN ANY MANNER WITH, INCLUDING BUT NOT LIMITED TO
HOLDING ANY POSITION AS A SHAREHOLDER, DIRECTOR, OFFICER, CONSULTANT,
INDEPENDENT CONTRACTOR, EMPLOYEE, PARTNER, OR INVESTOR IN, ANY RESTRICTED
ENTERPRISE (AS DEFINED BELOW); PROVIDED, HOWEVER, THAT IN NO EVENT SHALL
OWNERSHIP OF LESS THAN ONE PERCENT OF THE OUTSTANDING EQUITY SECURITIES OF ANY
ISSUER WHOSE SECURITIES ARE REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"), STANDING ALONE, BE PROHIBITED BY THIS
SECTION 7.
FOR PURPOSES OF THIS PARAGRAPH, THE TERM "RESTRICTED ENTERPRISE"
SHALL MEAN ANY PERSON, CORPORATION, PARTNERSHIP OR OTHER ENTITY THAT IS ENGAGED
IN THE PRECISION SYSTEMS OR INDUSTRIAL COMPONENTS BUSINESS OR OTHERWISE
COMPETES, DIRECTLY OR INDIRECTLY, WITH ANY BUSINESS OR ACTIVITY CONDUCTED OR
PROPOSED TO BE CONDUCTED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES
AS OF THE DATE OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT.
FOLLOWING
TERMINATION OF EMPLOYMENT, UPON REQUEST OF THE COMPANY, THE EXECUTIVE SHALL
NOTIFY THE COMPANY OF THE EXECUTIVE'S THEN CURRENT EMPLOYMENT STATUS.
FOR
PURPOSES OF THIS AGREEMENT, THE "NON-COMPETITION TERM" SHALL MEAN THE PERIOD
BEGINNING ON THE TERMINATION DATE AND ENDING ON THE FIRST ANNIVERSARY OF SUCH
DATE. ANY MATERIAL BREACH OF THE TERMS OF THIS PARAGRAPH SHALL BE CONSIDERED
CAUSE UNDER SECTION 16.4.
(B)
THE EXECUTIVE AGREES THAT ANY BREACH OF THE TERMS OF THIS
SECTION 7 WOULD RESULT IN IRREPARABLE INJURY AND DAMAGE TO THE COMPANY AND/OR
ITS SUBSIDIARIES OR AFFILIATES FOR
5
WHICH THE COMPANY AND/OR ITS SUBSIDIARIES OR AFFILIATES WOULD HAVE NO ADEQUATE
REMEDY AT LAW; THE EXECUTIVE THEREFORE ALSO AGREES THAT IN THE EVENT OF SAID
BREACH OR ANY THREAT OF BREACH, THE COMPANY AND/OR ITS SUBSIDIARIES OR
AFFILIATES, AS APPLICABLE, SHALL BE ENTITLED TO AN IMMEDIATE INJUNCTION AND
RESTRAINING ORDER TO PREVENT SUCH BREACH AND/OR THREATENED BREACH AND/OR
CONTINUED BREACH BY THE EXECUTIVE AND/OR ANY AND ALL PERSONS AND/OR ENTITIES
ACTING FOR AND/OR WITH THE EXECUTIVE, WITHOUT HAVING TO PROVE DAMAGES, IN
ADDITION TO ANY OTHER REMEDIES TO WHICH THE COMPANY AND/OR ITS SUBSIDIARIES OR
AFFILIATES MAY BE ENTITLED AT LAW OR IN EQUITY.
THE TERMS OF THIS PARAGRAPH
SHALL NOT PREVENT THE COMPANY AND/OR ITS SUBSIDIARIES OR AFFILIATES FROM
PURSUING ANY OTHER AVAILABLE REMEDIES FOR ANY BREACH OR THREATENED BREACH
HEREOF, INCLUDING BUT NOT LIMITED TO THE RECOVERY OF DAMAGES FROM THE
EXECUTIVE.
THE EXECUTIVE AND THE COMPANY FURTHER AGREE THAT THE PROVISIONS OF
THE COVENANTS CONTAINED IN THIS SECTION 7 ARE REASONABLE AND NECESSARY TO
PROTECT THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES BECAUSE
OF THE EXECUTIVE'S ACCESS TO CONFIDENTIAL INFORMATION AND HIS MATERIAL
PARTICIPATION IN THE OPERATION OF SUCH BUSINESSES.
SHOULD A COURT OR ARBITRATOR
DETERMINE, HOWEVER, THAT ANY PROVISION OF THE COVENANTS CONTAINED IN THIS
SECTION 7 IS NOT REASONABLE OR VALID, EITHER IN PERIOD OF TIME, GEOGRAPHICAL
AREA, OR OTHERWISE, THE PARTIES HERETO AGREE THAT SUCH COVENANTS SHOULD BE
INTERPRETED AND ENFORCED TO THE MAXIMUM EXTENT WHICH SUCH COURT OR ARBITRATOR
DEEMS REASONABLE OR VALID.
The existence of any claim or cause