(I) INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF
THE COMPANY TO LEAVE THE EMPLOY OF THE COMPANY, OR IN ANY WAY INTERFERE WITH THE
RELATIONSHIP BETWEEN THE COMPANY AND ANY EMPLOYEE THEREOF; (II) HIRE ANY PERSON
WHO WAS A MANAGERIAL OR HIGHER LEVEL EMPLOYEE OF THE COMPANY DURING THE LAST SIX
MONTHS OF THE EMPLOYMENT PERIOD; OR (III) INDUCE OR ATTEMPT TO INDUCE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF
THE COMPANY TO CEASE DOING BUSINESS WITH THE COMPANY, OR IN ANY WAY INTERFERE
WITH THE RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS
RELATION OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, MAKING ANY NEGATIVE OR
DISPARAGING STATEMENTS OR COMMUNICATIONS REGARDING THE COMPANY. THE COMPANY
COVENANTS THAT IT WILL NOT, AND IT WILL ADVISE MEMBERS OF SENIOR MANAGEMENT OF
THE COMPANY AND THE BOARD NOT TO, MAKE ANY NEGATIVE OR DISPARAGING STATEMENTS OR
COMMUNICATIONS REGARDING EXECUTIVE.
(C) IF, AT THE TIME OF ENFORCEMENT OF THIS SECTION 9, A COURT SHALL HOLD THAT
THE DURATION, SCOPE OR AREA RESTRICTIONS STATED HEREIN ARE UNREASONABLE UNDER
CIRCUMSTANCES THEN EXISTING, THE PARTIES AGREE THAT THE MAXIMUM DURATION, SCOPE
OR AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED
DURATION, SCOPE OR AREA AND THAT THE COURT SHALL BE ALLOWED TO REVISE THE
RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM PERIOD, SCOPE AND AREA
PERMITTED BY LAW. EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN THIS
SECTION 9 ARE REASONABLE AND THAT HE HAS REVIEWED THE PROVISIONS OF THIS
AGREEMENT WITH HIS LEGAL COUNSEL.
(D) EXECUTIVE ACKNOWLEDGES THAT IN THE EVENT OF THE BREACH OR A THREATENED
BREACH BY EXECUTIVE OF ANY OF THE PROVISIONS OF THIS SECTION 9, THE COMPANY
WOULD SUFFER IRREPARABLE HARM, AND, IN ADDITION AND SUPPLEMENTARY TO OTHER
RIGHTS AND REMEDIES EXISTING IN ITS FAVOR, THE COMPANY SHALL BE ENTITLED TO
SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT OF
COMPETENT JURISDICTION IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE
PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER SECURITY). IN ADDITION, IN
THE EVENT OF A BREACH OR VIOLATION BY EXECUTIVE OF SECTION 9(A), THE NONCOMPETE
PERIOD SHALL BE AUTOMATICALLY
13
EXTENDED BY THE AMOUNT OF TIME BETWEEN THE INITIAL OCCURRENCE OF THE BREACH OR
VIOLATION AND WHEN SUCH BREACH OR VIOLATION HAS BEEN DULY CURED.
10. EXECUTIVE'S REPRESENTATIONS. EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE
COMPANY THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY
EXECUTIVE DO NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE OR CAUSE A DEFAULT
UNDER, ANY CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH
EXECUTIVE IS A PARTY OR BY WHICH HE IS BOUND WHICH HAS NOT BEEN WAIVED;
(II) EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT,
NONCOMPETE AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR
ENTITY WHICH HAS NOT BEEN WAIVED; (III) EXECUTIVE HAS CONSULTED WITH THE
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL AND DOES NOT HAVE ANY FINANCIAL
INVOLVEMENT WITH OR FINANCIAL