EXECUTIVE WILL NEVER ASSERT, OR PERMIT TO BE ASSERTED ON
THE EXECUTIVE'S BEHALF, IN ANY FORUM, ANY POSITION CONTRARY TO THE FOREGOING.
THE EXECUTIVE FURTHER ACKNOWLEDGES THAT, WERE THE EXECUTIVE TO BREACH ANY OF THE
COVENANTS CONTAINED IN SECTIONS 7, 8 OR 9 HEREOF, THE DAMAGE TO THE COMPANY
WOULD BE IRREPARABLE.
THE EXECUTIVE THEREFORE AGREES THAT THE COMPANY, IN
ADDITION TO ANY OTHER REMEDIES AVAILABLE TO IT, SHALL BE ENTITLED TO PRELIMINARY
AND PERMANENT INJUNCTIVE RELIEF AGAINST ANY BREACH OR THREATENED BREACH BY THE
EXECUTIVE OF ANY OF SAID COVENANTS, WITHOUT HAVING TO POST BOND.
THE PARTIES
FURTHER AGREE THAT, IN THE EVENT THAT ANY PROVISION OF SECTION 7, 8 OR 9 HEREOF
SHALL BE DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE
BY REASON OF ITS BEING EXTENDED OVER TOO GREAT A TIME, TOO LARGE A GEOGRAPHIC
AREA OR TOO GREAT A RANGE OF ACTIVITIES, SUCH PROVISION SHALL BE DEEMED TO BE
MODIFIED TO PERMIT ITS ENFORCEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.
CONFLICTING AGREEMENTS.
THE EXECUTIVE HEREBY REPRESENTS AND
WARRANTS THAT THE EXECUTION OF THIS AGREEMENT AND THE PERFORMANCE OF THE
EXECUTIVE'S OBLIGATIONS HEREUNDER WILL NOT BREACH OR BE IN CONFLICT WITH ANY
OTHER AGREEMENT TO WHICH THE EXECUTIVE IS A PARTY OR IS BOUND AND THAT THE
EXECUTIVE IS NOT NOW SUBJECT TO ANY COVENANTS AGAINST COMPETITION OR SIMILAR
COVENANTS THAT WOULD AFFECT THE PERFORMANCE OF THE EXECUTIVE'S OBLIGATIONS
HEREUNDER.
THE EXECUTIVE WILL NOT DISCLOSE TO OR USE ON BEHALF OF THE COMPANY
ANY PROPRIETARY INFORMATION OF A THIRD PARTY WITHOUT SUCH PARTY'S CONSENT.
13
12.
INDEMNIFICATION.
THE EXECUTIVE SHALL BE ENTITLED, AT ALL TIMES
(INCLUDING AFTER THE TERMINATION OF THIS AGREEMENT FOR ANY REASON), TO THE
BENEFIT OF THE MAXIMUM INDEMNIFICATION AND ADVANCEMENT OF EXPENSES AVAILABLE
FROM TIME TO TIME UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS,
AND IF NOT SET FORTH THEREIN, TO THE MAXIMUM EXTENT AVAILABLE UNDER THE LAWS OF
THE STATE OF DELAWARE. IN ADDITION, THE COMPANY SHALL MAINTAIN IN FULL FORCE AND
EFFECT THE DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY CURRENTLY IN
EFFECT OR SUCH OTHER INSURANCE WITH REPUTABLE INSURANCE CARRIERS WHICH MAY
PROVIDE FOR A REDUCED LEVEL OF COVERAGE FOR THE EXECUTIVE, PROVIDED THAT SUCH
COVERAGE IS IDENTICAL TO THAT PROVIDED BY THE COMPANY FOR THE BENEFIT OF THE
OTHER DIRECTORS OF THE COMPANY AND ITS OTHER EXECUTIVE OFFICERS.
THE EXECUTIVE
AGREES TO PROMPTLY NOTIFY THE COMPANY OF ANY ACTUAL OR THREATENED CLAIM ARISING
OUT OF OR AS A RESULT OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
THE
EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT, AS OF THE DATE
HEREOF, THE EXECUTIVE HAS NO AND IS AWARE OF NO SUCH CLAIM.
13.
DEFINITIONS.
WORDS OR PHRASES WHICH ARE INITIALLY CAPITALIZED OR
ARE WITHIN QUOTATION MARKS SHALL HAVE THE MEANINGS PROVIDED IN THIS SECTION 13
AND AS PROVIDED ELSEWHERE HEREIN.
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING
DEFINITIONS APPLY:
(A)
"AFFILIATES" MEANS ALL PERSONS AND ENTITIES DIRECTLY OR INDIRECTLY
CONTROLLING, CONTROLLED BY OR