RESTRICTED EMPLOYEE TO RESIGN EMPLOYMENT WITH THE COMPANY OR
ITS AFFILIATES, OR (2) PARTICIPATE IN MAKING HIRING DECISIONS, ENCOURAGE THE
HIRING OF, OR AID IN THE HIRING PROCESS OF A RESTRICTED EMPLOYEE ON BEHALF OF
ANY EMPLOYER OTHER THAN THE COMPANY AND ITS AFFILIATES.
AS USED HEREIN,
"RESTRICTED EMPLOYEE" MEANS ANY EMPLOYEE OF THE COMPANY OR ITS AFFILIATES WITH
WHOM YOU HAD MATERIAL BUSINESS-RELATED CONTACT WHILE PERFORMING SERVICES UNDER
THIS AGREEMENT, AND WHO IS:
(1) A MEMBER OF EXECUTIVE MANAGEMENT; (2) A
CORPORATE OFFICER OF THE COMPANY OR ANY OF ITS AFFILIATES; OR (3) ANY EMPLOYEE
OF THE COMPANY OR ANY OF ITS AFFILIATES ENGAGED IN PRODUCT OR SERVICE
DEVELOPMENT OR PRODUCT OR SERVICE MANAGEMENT.
(C)
EFFECT OF BREACH.
THE OBLIGATION OF THE COMPANY TO
CONTINUE TO FULFILL ITS PAYMENT AND BENEFIT OBLIGATIONS TO YOU PURSUANT TO
SECTIONS 6(B), 6(C) AND 6(D) IS CONDITIONED UPON YOUR COMPLIANCE WITH THE
PROVISIONS OF THIS SECTION 9 AND SECTIONS 7 AND 8.
ACCORDINGLY, IN THE EVENT
THAT YOU SHALL MATERIALLY BREACH THE PROVISIONS OF THIS SECTION 9 AND/OR
SECTIONS 7 AND/OR 8 AND NOT CURE OR CEASE (AS APPROPRIATE) SUCH MATERIAL BREACH
WITHIN TEN (10) DAYS OF RECEIPT OF NOTICE THEREOF FROM THE COMPANY (THE "DEFAULT
DATE"), THE COMPANY'S OBLIGATIONS UNDER SECTIONS 6(B), 6(C) AND 6(D) SHALL
TERMINATE AND YOU SHALL PROMPTLY (WITHIN THIRTY (30) DAYS AFTER THE DEFAULT
DATE) REFUND TO THE COMPANY A PRORATA PORTION OF THE AMOUNTS PREVIOUSLY PAID TO
YOU PURSUANT TO SECTIONS 6(B), 6(C) AND 6(D) EQUAL TO A FRACTION, THE NUMERATOR
OF WHICH IS THE NUMBER OF FULL MONTHS FROM THE DEFAULT DATE TO THE
EIGHTEEN-MONTH (18-MONTH) ANNIVERSARY OF YOUR TERMINATION OF EMPLOYMENT, AND THE
DENOMINATOR OF WHICH IS EIGHTEEN (18).
TERMINATION OF THE COMPANY'S OBLIGATIONS
UNDER SECTIONS 6(B), 6(C) AND 6(D) SHALL NOT BE THE COMPANY'S SOLE AND EXCLUSIVE
REMEDY FOR A BREACH OF THIS SECTION 9 AND/OR SECTIONS 7 AND/OR 8.
IN ADDITION
TO THE REMEDY PROVIDED IN THIS SECTION 9(C), THE COMPANY SHALL BE ENTITLED TO
SEEK DAMAGES AND INJUNCTIVE RELIEF TO ENFORCE THIS SECTION 9 AND SECTIONS 7 AND
8, IN THE EVENT OF A BREACH BY YOU OF THIS SECTION 9 AND/OR SECTIONS 7 AND/OR 8.
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