INDIRECT INTEREST IN ANY PERSON, WHETHER AS A SOLE PROPRIETOR,
OWNER, STOCKHOLDER, PARTNER, MEMBER, JOINT VENTURER, CREDITOR OR OTHERWISE, OR
RENDERING ANY DIRECT OR INDIRECT SERVICE OR ASSISTANCE TO ANY PERSON (WHETHER AS
A DIRECTOR, OFFICER, SUPERVISOR, EMPLOYEE, AGENT, CONSULTANT OR OTHERWISE).
NOTHING HEREIN WILL PROHIBIT THE EXECUTIVE FROM MERE PASSIVE OWNERSHIP OF NOT
MORE THAN FIVE PERCENT (5%) OF THE OUTSTANDING STOCK OF ANY CLASS OF A PUBLICLY
HELD CORPORATION WHOSE STOCK IS TRADED ON A NATIONAL SECURITIES EXCHANGE OR IN
THE OVER-THE-COUNTER MARKET.
AS USED HEREIN, THE PHRASE "MERE PASSIVE
OWNERSHIP" SHALL INCLUDE VOTING OR OTHERWISE GRANTING ANY CONSENTS OR APPROVALS
REQUIRED TO BE OBTAINED FROM SUCH PERSON AS AN OWNER OF STOCK OR OTHER OWNERSHIP
INTERESTS IN ANY ENTITY PURSUANT TO THE CHARTER OR OTHER ORGANIZATIONAL
DOCUMENTS OF SUCH ENTITY, BUT SHALL NOT INCLUDE, WITHOUT LIMITATION, ANY
INVOLVEMENT IN THE DAY-TO-DAY OPERATIONS OF SUCH ENTITY.
(B)
DURING THE NONSOLICITATION PERIOD, THE EXECUTIVE WILL NOT
DIRECTLY, OR INDIRECTLY THROUGH ANOTHER PERSON, INDUCE OR ATTEMPT TO INDUCE ANY
CUSTOMER, SUPPLIER, LICENSEE, OR OTHER BUSINESS RELATION OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES TO CEASE DOING BUSINESS WITH THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OR INDUCE OR ATTEMPT TO INDUCE ANY CORPORATE OFFICER, GENERAL
MANAGER OR OTHER EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO TERMINATE
SUCH EMPLOYEE'S EMPLOYMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR HIRE
ANY SUCH PERSON UNLESS SUCH PERSON'S EMPLOYMENT WAS TERMINATED BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN
ANY SUCH CUSTOMER, SUPPLIER, LICENSEE, EMPLOYEE OR BUSINESS RELATION AND THE
COMPANY OR ANY OF ITS SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, KNOWINGLY
MAKING ANY NEGATIVE STATEMENTS OR COMMUNICATIONS CONCERNING THE COMPANY OR ANY
OF ITS SUBSIDIARIES.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY AND
ITS SUBSIDIARIES WOULD BE IRREPARABLY DAMAGED IF THE EXECUTIVE WERE TO BREACH
ANY OF THE PROVISIONS CONTAINED IN THIS SECTION 1.9(B).
1.10
ENFORCEMENT.
IF, AT THE TIME OF ENFORCEMENT OF SECTION 1.6, 1.7,
1.8 OR 1.9, A COURT HOLDS THAT THE RESTRICTIONS STATED HEREIN ARE UNREASONABLE
UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES AGREE THAT, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE MAXIMUM PERIOD, SCOPE OR GEOGRAPHICAL AREA
REASONABLE UNDER SUCH CIRCUMSTANCES WILL BE SUBSTITUTED FOR THE NONCOMPETE
PERIOD, SCOPE OR AREA.
BECAUSE THE EXECUTIVE'S SERVICES ARE UNIQUE AND BECAUSE
THE EXECUTIVE HAS ACCESS TO CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY,
THE PARTIES AGREE THAT MONEY DAMAGES WOULD BE AN INADEQUATE REMEDY FOR ANY
BREACH OF SECTION 1.6, 1.7, 1.8 OR 1.9.
THEREFORE, IN THE EVENT OF A BREACH OR
THREATENED BREACH OF SECTION 1.6, 1.7, 1.8 OR 1.9, THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS MAY, IN ADDITION
TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR, APPLY TO ANY COURT OF
COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER
RELIEF IN ORDER TO ENFORCE, OR PREVENT ANY VIOLATIONS OF, THE PROVISIONS HEREOF
(WITHOUT POSTING A BOND OR