TO CONTROL OR INFLUENCE THE POLICY
DECISIONS OR MANAGEMENT OF SUCH COMPETITIVE BUSINESS, AND (III) DOES NOT CREATE
A CONFLICT OF INTEREST BETWEEN EXECUTIVE'S DUTIES UNDER THIS AGREEMENT AND HIS
INTEREST IN SUCH INVESTMENT.
8.2
NON-SOLICITATION.
IF EXECUTIVE REMAINS EMPLOYED BY THE COMPANY
ON THE EFFECTIVE DATE, EXECUTIVE SHALL NOT AT ANY TIME DURING THE PERIOD
BEGINNING ON THE EFFECTIVE DATE AND ENDING ON THE FIRST ANNIVERSARY OF THE
TERMINATION DATE, DIRECTLY OR INDIRECTLY:
(A)
OTHER THAN IN CONNECTION WITH THE GOOD-FAITH PERFORMANCE OF HIS
DUTIES AS AN OFFICER OF THE COMPANY, ENCOURAGE ANY EMPLOYEE OR AGENT OF THE
COMPANY TO TERMINATE HIS RELATIONSHIP WITH THE COMPANY;
(B)
EMPLOY, ENGAGE AS A CONSULTANT OR ADVISER, OR SOLICIT THE
EMPLOYMENT OR ENGAGEMENT AS A CONSULTANT OR ADVISER, OF ANY EMPLOYEE OR AGENT OF
THE COMPANY (OTHER THAN BY THE COMPANY OR ITS AFFILIATES), OR CAUSE OR ENCOURAGE
ANY PERSON TO DO ANY OF THE FOREGOING;
(C)
ESTABLISH (OR TAKE PRELIMINARY STEPS TO ESTABLISH) A BUSINESS
WITH, OR ENCOURAGE OTHERS TO ESTABLISH (OR TAKE PRELIMINARY STEPS TO ESTABLISH)
A BUSINESS WITH, ANY EMPLOYEE OR AGENT OF THE COMPANY; OR
(D)
INTERFERE WITH THE RELATIONSHIP OF THE COMPANY WITH, OR ENDEAVOR
TO ENTICE AWAY FROM THE COMPANY, ANY PERSON WHO OR WHICH AT ANY TIME DURING THE
PERIOD COMMENCING ONE YEAR PRIOR TO THE AGREEMENT DATE WAS OR IS A MATERIAL
CUSTOMER OR MATERIAL SUPPLIER OF, OR MAINTAINED A MATERIAL BUSINESS RELATIONSHIP
WITH, THE COMPANY.
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8.3
REASONABLENESS OF RESTRICTIVE COVENANTS.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE COVENANTS CONTAINED IN SECTIONS
8.1 AND 8.2 ARE REASONABLE IN THE SCOPE OF THE ACTIVITIES RESTRICTED, THE
GEOGRAPHIC AREA COVERED BY THE RESTRICTIONS, AND THE DURATION OF THE
RESTRICTIONS, AND THAT SUCH COVENANTS ARE REASONABLY NECESSARY TO PROTECT THE
COMPANY'S RELATIONSHIPS WITH ITS EMPLOYEES, CUSTOMERS AND SUPPLIERS.
EXECUTIVE
FURTHER ACKNOWLEDGES SUCH COVENANTS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND
THAT, BUT FOR SUCH COVENANTS, THE COMPANY WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT.
(B)
THE COMPANY AND EXECUTIVE HAVE EACH CONSULTED WITH THEIR
RESPECTIVE LEGAL COUNSEL AND HAVE BEEN ADVISED CONCERNING THE REASONABLENESS AND
PROPRIETY OF SUCH COVENANTS.
EXECUTIVE ACKNOWLEDGES THAT HIS OBSERVANCE OF THE
COVENANTS CONTAINED IN SECTIONS 8.1 AND 8.2 WILL NOT DEPRIVE HIM OF THE ABILITY
TO EARN A LIVELIHOOD OR TO SUPPORT HIS DEPENDENTS.
8.4
RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS.
(A)
IN RECOGNITION OF THE NECESSITY OF THE LIMITED RESTRICTIONS
IMPOSED BY SECTIONS 8.1 AND 8.2, THE PARTIES AGREE THAT IT WOULD BE IMPOSSIBLE
TO MEASURE SOLELY IN MONEY THE DAMAGES THAT THE COMPANY WOULD SUFFER IF
EXECUTIVE WERE TO BREACH ANY OF HIS OBLIGATIONS UNDER SUCH SECTIONS.
EXECUTIVE
ACKNOWLEDGES THAT ANY BREACH OF ANY PROVISION OF SUCH SECTIONS WOULD IRREPARABLY
INJURE THE COMPANY.
ACCORDINGLY, EXECUTIVE AGREES THAT THE COMPANY SHALL BE
ENTITLED, IN ADDITION TO ANY OTHER REMEDIES TO WHICH THE COMPANY MAY BE ENTITLED
UNDER THIS AGREEMENT OR OTHERWISE, TO AN INJUNCTION TO BE ISSUED BY A COURT OF
COMPETENT JURISDICTION, TO RESTRAIN ANY ACTUAL BREACH, OR THREATENED BREACH,