7 AND 8, IN THE EVENT
OF A BREACH BY YOU OF THIS SECTION 9 AND/OR SECTIONS 7 AND/OR 8.
ADDITIONALLY,
IN THE EVENT YOU MATERIALLY BREACH SUCH PROVISIONS, YOU SHALL BE REQUIRED TO
REPAY TO THE COMPANY ALL SUCH AMOUNTS PAID PURSUANT TO SECTIONS 6(B), 6(C),
6(D), 6(E) AND 9(D) THAT YOU WOULD NOT HAVE RECEIVED HAD SUCH AMOUNT BEEN PAID
AND YOU BREACHED SUCH PROVISIONS.
(D)
COMPENSATION FOR RESTRICTIVE COVENANTS.
IN CONSIDERATION OF YOUR
OBLIGATIONS UNDER THIS SECTION 9, UPON YOUR TERMINATION OF EMPLOYMENT OTHER THAN
ON ACCOUNT OF YOUR DEATH OR TOTAL DISABILITY OR BY THE COMPANY FOR "CAUSE" OR BY
YOU FOR REASONS OTHER THAN "GOOD REASON," YOU SHALL BE PAID AN AMOUNT EQUAL TO
ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (THE "NON-COMPETE
PAYMENT").
SUCH AMOUNT SHALL BE PAID IN EQUAL, OR AS NEARLY EQUAL AS
PRACTICABLE, BIWEEKLY INSTALLMENTS, STARTING WITH THE FIRST PAYROLL PAYMENT DATE
FOLLOWING YOUR TERMINATION OF EMPLOYMENT OTHER THAN ON ACCOUNT OF YOUR DEATH OR
TOTAL DISABILITY OR BY THE COMPANY FOR "CAUSE" OR BY YOU FOR REASONS OTHER THAN
"GOOD REASON," AND CONTINUING THEREAFTER FOR THE EIGHTEEN (18) MONTH RESTRICTION
PERIOD.
10.
REMEDIES.
(A)
THE PARTIES HERETO AGREE THAT THE SERVICES TO BE RENDERED BY YOU
PURSUANT TO THIS AGREEMENT, AND THE RIGHTS AND PRIVILEGES GRANTED TO THE COMPANY
PURSUANT TO THIS AGREEMENT, ARE OF A SPECIAL, UNIQUE, EXTRAORDINARY AND
INTELLECTUAL CHARACTER, WHICH GIVES THEM A PECULIAR VALUE; THE LOSS OF WHICH
CANNOT BE REASONABLY OR ADEQUATELY COMPENSATED IN DAMAGES IN ANY ACTION AT LAW,
AND THAT A BREACH BY YOU OF ANY OF THE TERMS OF THIS AGREEMENT WILL CAUSE THE
COMPANY GREAT AND IRREPARABLE INJURY AND DAMAGE.
YOU HEREBY AGREE THAT THE
DEFINITION OF THE BUSINESS OF THE COMPANY SET FORTH IN SECTION 1 IS CORRECT,
THAT THE COMPANY AND ITS AFFILIATES CONDUCT BUSINESS THROUGHOUT THE 50 STATES OF
THE UNITED STATES OF AMERICA AND BEYOND, AND THAT THESE RESTRICTIONS ARE
REASONABLY NECESSARY TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE
COMPANY.
YOU HEREBY EXPRESSLY AGREE THAT THE COMPANY SHALL BE ENTITLED TO THE
REMEDIES OF INJUNCTION, SPECIFIC PERFORMANCE AND OTHER EQUITABLE RELIEF TO
PREVENT A BREACH OF THIS AGREEMENT BY YOU.
THIS SECTION 10 SHALL NOT BE
CONSTRUED AS A WAIVER OF ANY OTHER RIGHTS OR REMEDIES WHICH THE COMPANY MAY HAVE
FOR DAMAGES OR OTHERWISE.
(B)
IN THE EVENT OF ANY DISPUTE OVER THE INTERPRETATION OR APPLICATION
OF THIS AGREEMENT, THE COMPANY SHALL REIMBURSE YOU FOR YOUR REASONABLE
ATTORNEYS' FEES AND COSTS INCURRED IN CONNECTION WITH THAT DISPUTE UNLESS THE
COMPANY IS DETERMINED, BY FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION,
TO BE THE PREVAILING PARTY ON ALL OR SUBSTANTIALLY ALL OF THE ISSUES IN DISPUTE,
WHICH REIMBURSEMENT SHALL BE MADE PROMPTLY FOLLOWING FINAL JUDGMENT.
11.
CONSTRUCTION AND SEVERABILITY.
THE PARTIES HERETO AGREE THAT THE
PROVISIONS OF THIS AGREEMENT SHALL BE PRESUMED TO BE ENFORCEABLE, AND ANY
READING CAUSING UNENFORCEABILITY SHALL YIELD TO A CONSTRUCTION PERMITTING
ENFORCEMENT.
IN THE EVENT A COURT SHOULD DETERMINE