this Section 11 solely by virtue of his performance of the duties
described in Section 2.d. of this Agreement during the Term.
C.
WITHOUT LIMITATION OF THE COMPANY'S RIGHTS AND REMEDIES UNDER
THIS AGREEMENT OR AS OTHERWISE PROVIDED BY LAW OR IN EQUITY, IT IS UNDERSTOOD
AND AGREED BETWEEN THE PARTIES THAT THE RIGHT OF FLEGEL TO RECEIVE ANY FUTURE
PAYMENTS OTHERWISE DUE UNDER THIS AGREEMENT SHALL BE SUSPENDED AND CANCELED IF
AND FOR SO LONG AS HE IS IN VIOLATION OF THE
FOREGOING COVENANT NOT TO COMPETE, EXCEPT THE COMPANY SHALL REMAIN OBLIGATED TO
PAY ANY EARNED BUT UNPAID TERMINATION FEE AS SET FORTH IN SECTION 1, ANY EARNED
BUT UNPAID COMPENSATION AS SET FORTH IN SECTION 2(E), AND ANY UN-REIMBURSED
EXPENSES INCURRED DURING THE TERM AS SET FORTH IN SECTION 2(H).
D.
FLEGEL AGREES FURTHER THAT, DURING THE TERM AND THE RESTRICTED
PERIOD, HE WILL NOT, DIRECTLY OR INDIRECTLY, EITHER FOR HIMSELF OR ON BEHALF OF
ANY OTHER PERSON OR ENTITY, EMPLOY OR ATTEMPT TO EMPLOY OR SOLICIT THE
EMPLOYMENT OR SERVICES OF ANY PERSON WHO IS AT THAT TIME, OR HAS BEEN WITHIN SIX
(6) MONTHS IMMEDIATELY PRIOR THERETO, EMPLOYED BY THE COMPANY OR ANY SUBSIDIARY
OF THE COMPANY.
12.
INJUNCTIVE RELIEF AND COSTS.
A.
FLEGEL ACKNOWLEDGES THAT ANY VIOLATION OF THE PROVISIONS OF
SECTIONS 10 AND 11 OF THIS AGREEMENT MAY CAUSE SUBSTANTIAL AND IRREPARABLE HARM
TO THE COMPANY AND ITS SUBSIDIARIES (AND THEIR CONSTITUENCIES), AND THAT THE
NATURE AND MAGNITUDE OF THE HARM MAY BE DIFFICULT OR IMPOSSIBLE TO MEASURE
PRECISELY OR TO COMPENSATE ADEQUATELY WITH MONETARY DAMAGES.
B.
FLEGEL AGREES THAT THE COMPANY SHALL HAVE THE RIGHT TO ENFORCE
HIS PERFORMANCE OF AND COMPLIANCE WITH ANY AND ALL PROVISIONS OF SECTIONS 10 AND
11 BY SEEKING A RESTRAINING ORDER AND/OR AN ORDER OF SPECIFIC PERFORMANCE AND/OR
OTHER INJUNCTIVE RELIEF AGAINST FLEGEL FROM A FLORIDA COURT OF COMPETENT
JURISDICTION, AT ANY TIME OR FROM TIME TO TIME, IF IT APPEARS THAT FLEGEL HAS
VIOLATED OR IS ABOUT TO VIOLATE ANY SUCH PROVISION.
C.
THE PROVISIONS OF THIS SECTION 12 ARE IN ADDITION TO, AND NOT IN
LIEU OF, ANY OTHER RIGHTS AND REMEDIES THAT MAY BE AVAILABLE TO THE COMPANY FOR
BREACH OF ANY PORTION OF THIS AGREEMENT.
13.
CHOICE OF LAW.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH FLORIDA LAW WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.
ALL DISPUTES ARISING UNDER OR RELATING TO THIS
AGREEMENT OR THE BREACH OF THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE
FEDERAL OR STATE COURTS OF FLORIDA, ONLY IF SUCH DISPUTES ARE NOT SUBJECT TO
ARBITRATION UNDER SECTION 19 OF THIS AGREEMENT.
14.
COMPLIANCE WITH COMPANY POLICIES.
FLEGEL ACKNOWLEDGES THAT
HE HAS RECEIVED AND READ AND UNDERSTANDS THE INTENT AND PURPOSES OF THE
COMPANY'S CODE OF BUSINESS CONDUCT AND ETHICS.
FLEGEL SHALL COMPLY WITH ALL
LAWFUL RULES AND POLICIES OF THE COMPANY, AS IN EFFECT FROM TIME TO TIME.
15.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING
UPON,