THE PROVISIONS SPECIFICALLY ENFORCED BY ANY
COURT HAVING JURISDICTION, IT BEING ACKNOWLEDGED AND AGREED BY EXECUTIVE THAT
THE SERVICES BEING RENDERED HEREUNDER TO THE EMPLOYER ARE OF A SPECIAL, UNIQUE
AND EXTRAORDINARY CHARACTER AND THAT ANY SUCH BREACH OR THREATENED BREACH WILL
CAUSE IRREPARABLE INJURY TO THE EMPLOYER AND THAT MONEY DAMAGES WILL NOT PROVIDE
AN ADEQUATE REMEDY TO THE EMPLOYER.
SUCH RIGHT AND REMEDY SHALL BE IN ADDITION
TO, AND NOT IN LIEU OF, ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO THE EMPLOYER
AT LAW OR IN EQUITY.
ACCORDINGLY, EXECUTIVE CONSENTS TO THE ISSUANCE OF AN
INJUNCTION, WHETHER PRELIMINARY OR PERMANENT, CONSISTENT WITH THE TERMS OF THIS
AGREEMENT.
(H)
IF, AT ANY TIME, THE PROVISIONS OF THIS AGREEMENT SHALL BE
DETERMINED TO BE INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE LAW, BY REASON OF
BEING VAGUE OR UNREASONABLE AS TO AREA, DURATION OR SCOPE OF ACTIVITY, THIS
AGREEMENT SHALL BE
8
CONSIDERED DIVISIBLE AND SHALL BECOME AND BE IMMEDIATELY AMENDED TO ONLY SUCH
AREA, DURATION AND SCOPE OF ACTIVITY AS SHALL BE DETERMINED TO BE REASONABLE AND
ENFORCEABLE BY THE COURT OR OTHER BODY HAVING JURISDICTION OVER THE MATTER AND
EXECUTIVE AND THE EMPLOYER AGREE THAT THIS AGREEMENT AS SO AMENDED SHALL BE
VALID AND BINDING AS THOUGH ANY INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN
INCLUDED HEREIN.
7.
MISCELLANEOUS.
(A)
EXECUTIVE AGREES THAT DURING THE TERM OF THIS AGREEMENT UNLESS
EARLIER TERMINATED, HE WILL COMMIT HIS FULL TIME AND ENERGIES TO THE DUTIES
IMPOSED HEREBY; PROVIDED, THAT, WITH THE PRIOR WRITTEN APPROVAL OF THE BOARD,
EXECUTIVE MAY EXPEND AS MUCH OF HIS PERSONAL TIME ON HIS OWN VENTURES OR
INVESTMENTS, SO LONG AS: (I) SUCH TIME IS NOT SUBSTANTIAL AND DOES NOT INTERFERE
WITH HIS ABILITY TO PERFORM HIS DUTIES AS INTERIM PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE EMPLOYER, OR CHIEF OPERATING OFFICE, AS THE CASE MAY BE;
(II) SUCH ACTIVITIES DO NOT COMPETE OR CONFLICT WITH THE BUSINESS OF THE
EMPLOYER OR CREATE A PERSONAL CONFLICT OF INTEREST TO EXECUTIVE AND (III) SUCH
VENTURE OR INVESTMENT DOES NOT TRANSACT ANY BUSINESS WITH THE EMPLOYER WITHOUT
PRIOR DISCLOSURE TO, AND APPROVAL BY, THE BOARD.
(B)
EXECUTIVE REPRESENTS TO THE EMPLOYER THAT THERE ARE NO
RESTRICTIONS OR AGREEMENTS TO WHICH HE IS A PARTY WHICH WOULD BE VIOLATED BY HIS
EXECUTION OF THIS AGREEMENT AND HIS EMPLOYMENT HEREUNDER.
(C)
NO PROVISIONS OF THIS AGREEMENT MAY BE AMENDED, MODIFIED, OR
WAIVED UNLESS SUCH AMENDMENT OR MODIFICATION IS AGREED TO IN WRITING SIGNED BY
EXECUTIVE AND BY A DULY AUTHORIZED OFFICER OF THE PARENT, AND SUCH WAIVER IS SET
FORTH IN WRITING AND SIGNED BY THE PARTY TO BE CHARGED.
NO WAIVER BY ANY PARTY
HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF ANY CONDITION OR
PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED
A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY
PRIOR OR SUBSEQUENT TIME.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR