CONTRACTS WITH THE COMPANY.
3.
THE COMPANY MAY TERMINATE THIS AGREEMENT BY GIVING 12 MONTHS'
PRIOR WRITTEN NOTICE TO THE EMPLOYEE; PROVIDED THAT ALL PROVISIONS OF THIS
AGREEMENT SHALL APPLY IF ANY EVENT SPECIFIED IN SECTIONS 1 OR 2 OCCURS PRIOR TO
THE EXPIRATION OF SUCH 12-MONTH PERIOD. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, THIS AGREEMENT SHALL IMMEDIATELY TERMINATE AND BE OF
NO FURTHER FORCE AND EFFECT UPON THE OCCURRENCE OF A "CHANGE OF CONTROL" AS SUCH
TERM IS DEFINED IN THE CHANGE OF CONTROL AGREEMENT AND NEITHER THE COMPANY NOR
THE EMPLOYEE SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT FOLLOWING A CHANGE OF
CONTROL AS SO DEFINED.
4.
THE PROVISIONS OF THIS AGREEMENT ARE SEVERABLE. TO THE EXTENT
THAT ANY PROVISION OF THIS AGREEMENT IS DEEMED UNENFORCEABLE IN ANY COURT OF LAW
THE PARTIES INTEND THAT SUCH PROVISION BE CONSTRUED BY SUCH COURT IN A MANNER TO
MAKE IT ENFORCEABLE.
5.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT: (I) THIS AGREEMENT IS
NECESSARY FOR THE PROTECTION OF THE LEGITIMATE BUSINESS INTERESTS OF THE
COMPANY; (II) THE RESTRICTIONS CONTAINED
IN THIS AGREEMENT ARE REASONABLE; (III) THE EMPLOYEE HAS NO INTENTION OF
COMPETING WITH THE COMPANY WITHIN THE LIMITATIONS SET FORTH ABOVE; (IV) THE
EMPLOYEE ACKNOWLEDGES AND WARRANTS THAT EMPLOYEE BELIEVES THAT EMPLOYEE WILL BE
FULLY ABLE TO EARN AN ADEQUATE LIVELIHOOD FOR EMPLOYEE AND EMPLOYEE'S DEPENDENTS
IF THE COVENANT NOT TO COMPETE CONTAINED IN THIS AGREEMENT IS ENFORCED AGAINST
THE EMPLOYEE; AND (V) THE EMPLOYEE HAS RECEIVED ADEQUATE AND VALUABLE
CONSIDERATION FOR ENTERING INTO THIS AGREEMENT.
6.
THE EMPLOYEE STIPULATES AND AGREES THAT ANY BREACH OF THIS
AGREEMENT BY THE EMPLOYEE WILL RESULT IN IMMEDIATE AND IRREPARABLE HARM TO THE
COMPANY, THE AMOUNT OF WHICH WILL BE EXTREMELY DIFFICULT TO ASCERTAIN, AND THAT
THE COMPANY COULD NOT BE REASONABLY OR ADEQUATELY COMPENSATED BY DAMAGES IN AN
ACTION AT LAW. FOR THESE REASONS, THE COMPANY SHALL HAVE THE RIGHT, WITHOUT
OBJECTION FROM THE EMPLOYEE, TO OBTAIN SUCH PRELIMINARY, TEMPORARY OR PERMANENT
MANDATORY OR RESTRAINING INJUNCTIONS, ORDERS OR DECREES AS MAY BE NECESSARY TO
PROTECT THE COMPANY AGAINST, OR ON ACCOUNT OF, ANY BREACH BY THE EMPLOYEE OF THE
PROVISIONS OF SECTION 2 HEREOF. IN THE EVENT THE COMPANY OBTAINS ANY SUCH
INJUNCTION, ORDER, DECREE OR OTHER RELIEF, IN LAW OR IN EQUITY, (I) THE DURATION
OF ANY VIOLATION OF SECTION 2 SHALL BE ADDED TO THE 6-MONTH RESTRICTED PERIOD
SPECIFIED IN SECTION 2, AND (II) THE EMPLOYEE SHALL BE RESPONSIBLE FOR
REIMBURSING THE COMPANY FOR ALL COSTS ASSOCIATED WITH OBTAINING THE RELIEF,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES AND COSTS OF SUIT. SUCH RIGHT
TO EQUITABLE RELIEF IS IN ADDITION TO THE REMEDIES THE COMPANY MAY HAVE TO
PROTECT ITS RIGHTS AT LAW, IN EQUITY OR OTHERWISE.
7.
THIS AGREEMENT (INCLUDING THE COVENANT NOT TO COMPETE CONTAINED
IN SECTION 2) SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS
AND ASSIGNS OF THE COMPANY.
8.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN