EXCHANGE OR MARKET ON WHICH NTIC'S COMMON
STOCK IS THEN LISTED OR TRADED) OR LESS FOR A CONTINUOUS SIX (6) MONTH PERIOD,
THEN THE RESTRICTIONS STATED ABOVE IN THIS SECTION 10(A) SHALL BE NULL AND
VOID.
IN ADDITION, THE RESTRICTIONS CONTAINED IN THIS SECTION 10(A) OF THIS
AGREEMENT WILL NOT PREVENT DAK OR DONALD A. KUBIK FROM ACCEPTING EMPLOYMENT WITH
A LARGE DIVERSIFIED ORGANIZATION WITH SEPARATE AND DISTINCT DIVISIONS THAT DO
NOT COMPETE, DIRECTLY OR INDIRECTLY, WITH NTIC OR ANY OF ITS AFFILIATES
(INCLUDING ANY JOINT VENTURE), AS LONG AS PRIOR TO ACCEPTING SUCH EMPLOYMENT
NTIC RECEIVES A WRITTEN ASSURANCE FROM DAK AND DONALD A. KUBIK, SATISFACTORY TO
NTIC, TO THE EFFECT THAT NEITHER DAK NOR DONALD A. KUBIK WILL RENDER ANY
SERVICES TO ANY DIVISION OR BUSINESS UNIT THAT COMPETES, DIRECTLY OR INDIRECTLY,
WITH NTIC OR ANY OF ITS AFFILIATES (INCLUDING ANY JOINT VENTURE).
DURING THE
RESTRICTIVE PERIOD SET FORTH IN SECTION 10(A), DAK AND DONALD A. KUBIK WILL
INFORM ANY NEW EMPLOYER, PRIOR TO ACCEPTING EMPLOYMENT, OF THE EXISTENCE OF THIS
AGREEMENT AND PROVIDE SUCH EMPLOYER WITH A COPY OF THIS AGREEMENT.
IN THE EVENT
THAT DAK'S SERVICES UNDER THE AGREEMENT TERMINATE FOR ANY REASON, NO ADDITIONAL
COMPENSATION WILL BE PAID FOR THIS NON-COMPETITION OBLIGATION.
(B)
DAK AGREES NOT TO SLANDER OR LIBEL NTIC, ITS
OFFICERS, EMPLOYEES, DIRECTORS OR AFFILIATES (INCLUDING ANY JOINT VENTURE) AT
ANY TIME.
11.
REMEDIES.
DAK ACKNOWLEDGES AND AGREES THAT
BY VIRTUE OF THE SPECIAL KNOWLEDGE OF NTIC'S BUSINESS THAT DAK SHALL DEVELOP,
GREAT LOSS AND IRREPARABLE DAMAGE WOULD BE SUFFERED BY NTIC IF DAK SHOULD BREACH
OR VIOLATE ANY OF THE TERMS OR PROVISIONS OF THE COVENANTS AND AGREEMENTS SET
FORTH HEREIN.
DAK FURTHER ACKNOWLEDGES AND AGREES THAT EACH SUCH COVENANT AND
AGREEMENT IS REASONABLY NECESSARY TO PROTECT AND PRESERVE NTIC'S INTERESTS.
THEREFORE, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY, DAK
AGREES THAT NTIC SHALL BE ENTITLED TO A TEMPORARY RESTRAINING ORDER AND A
PERMANENT INJUNCTION (WITH OR WITHOUT BOND) TO PREVENT A BREACH OF ANY OF THE
COVENANTS OR AGREEMENTS OF DAK CONTAINED HEREIN.
12.
APPLICATION OF CERTAIN PROVISIONS TO DAK'S
EMPLOYEES AND AGENTS, ETC.
DAK AGREES TO INFORM ANY OF THE DAK'S EMPLOYEES,
PARTNERS, MEMBERS, OWNERS AND AFFILIATES WHO PROVIDE SERVICES TO NTIC ON BEHALF
OF THE DAK UNDER THIS AGREEMENT, OF DAK'S OBLIGATIONS UNDER THIS AGREEMENT,
INCLUDING, BUT NOT LIMITED TO, THE PROVISIONS OF SECTION 8, 9 AND 10, AND ENSURE
THAT ALL SUCH EMPLOYEES, PARTNERS, MEMBERS, OWNERS AND AFFILIATES HAVE AGREED IN
WRITING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, EITHER BY MEANS OF AN
AGREEMENT DIRECTLY WITH NTIC OR PURSUANT TO AN AGREEMENT WITH DAK.
13.
MISCELLANEOUS.
(A)
COMPLIANCE WITH LAWS.
DAK AND NTIC WILL
PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE WITH ALL
APPLICABLE STATUTES, LAWS, JUDGMENTS, WRITS, INJUNCTIONS, DECISIONS, DECREES,
ORDERS, REGULATIONS, ORDINANCES OR OTHER SIMILAR AUTHORITATIVE MATTERS OF ANY
FOREIGN, FEDERAL, STATE OR LOCAL GOVERNMENTAL OR QUASI-GOVERNMENTAL,
ADMINISTRATIVE, REGULATORY OR JUDICIAL COURT, DEPARTMENT, COMMISSION, AGENCY,