BUSINESS.
(C)
REMEDIES FOR BREACH. EXECUTIVE ACKNOWLEDGES THAT THE PROVISIONS OF
SUBSECTIONS (A) AND (B) ARE REASONABLE AND NECESSARY FOR THE PROTECTION OF THE
COMPANY AND THAT THE COMPANY MAY BE IRREVOCABLY DAMAGED IF THESE PROVISIONS ARE
NOT SPECIFICALLY ENFORCED. ACCORDINGLY, EXECUTIVE AGREES THAT, IN ADDITION TO
ANY OTHER LEGAL OR EQUITABLE RELIEF OR REMEDY AVAILABLE TO THE COMPANY, THE
COMPANY SHALL BE ENTITLED TO SEEK AND MAY OBTAIN AN APPROPRIATE INJUNCTION OR
OTHER EQUITABLE REMEDY FOR THE PURPOSES OF RESTRAINING EXECUTIVE FROM ANY ACTUAL
OR THREATENED BREACH OF OR OTHERWISE ENFORCING THESE PROVISIONS AND THAT NO BOND
OR SECURITY SHALL BE REQUIRED IN CONNECTION THEREWITH) TOGETHER WITH AN
EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS AND OTHER BENEFITS ARISING FROM
SUCH VIOLATION, WHICH RIGHTS SHALL BE CUMULATIVE. IN ANY ACTION OR PROCEEDING
BROUGHT TO ENFORCE THE PROVISIONS OF SUBSECTIONS (A) OR (B) OF THIS SECTION 9,
THE PREVAILING PARTY SHALL BE ENTITLED TO RECEIVE FROM THE OTHER PARTY ITS
reasonable costs and expenses incurred to enforce such provisions or defend
against such enforcement (as the case may be), including reasonable attorneys'
fees.
(D)
MODIFICATION. IF ANY PROVISION OF SUBSECTIONS (A) OR (B) IS DEEMED
ILLEGAL, INVALID, OR UNENFORCEABLE TO ANY EXTENT, UNDER ANY PRESENT OR FUTURE
LAW, SUCH PROVISION SHALL, TO THE EXTENT NOT OTHERWISE SUBJECT TO BEING REFORMED
AS PROVIDED IN THE NEXT SENTENCE, BE FULLY SEVERABLE AND THIS AGREEMENT SHALL BE
CONSTRUED AS IF SUCH ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION WERE NEVER A
PART HEREOF AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT
AND SHALL NOT BE AFFECTED BY THE ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION OR
BY ITS SEVERANCE. IF, HOWEVER, A COURT DETERMINES THAT ANY OF THE RESTRICTIONS
CONTAINED IN SUBSECTION (B) ARE UNREASONABLE IN TERMS OF SCOPE, DURATION,
GEOGRAPHIC AREA, OR OTHERWISE, OR ANY OF THE PROVISIONS IN SUBSECTIONS (A) OR
(B) ARE OTHERWISE ILLEGAL, INVALID, OR UNENFORCEABLE, THEN SUCH RESTRICTIONS OR
PROVISION, AS APPLICABLE, SHALL BE REFORMED TO THE EXTENT NECESSARY SO THAT THE
SAME SHALL BE RENDERED ENFORCEABLE TO THE FULLEST EXTENT OTHERWISE PERMISSIBLE
UNDER APPLICABLE LAW, AND THE PARTIES HERETO DO HEREBY EXPRESSLY AUTHORIZE ANY
SUCH COURT TO SO PROVIDE.
10.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT, TOGETHER WITH THE
AGREEMENTS AND PLANS REFERENCED HEREIN AND THE EXHIBITS HERETO, SUPERSEDES ALL
PRIOR AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER
(INCLUDING THE EXISTING EMPLOYMENT AGREEMENT, WHICH IS HEREBY TERMINATED AS OF
THE EFFECTIVE DATE OF THIS AGREEMENT), IS INTENDED AS A COMPLETE AND EXCLUSIVE
STATEMENT OF THE TERMS OF THE AGREEMENT BETWEEN THE PARTIES WITH RESPECT
THERETO, AND MAY BE AMENDED ONLY BY A WRITING SIGNED BY BOTH PARTIES.
(B)
CHANGE IN FISCAL YEAR. NOTWITHSTANDING ANY OTHER PROVISION HEREOF,
IN THE EVENT OF A CHANGE IN THE PERIOD OF TIME CONSTITUTING THE FISCAL YEAR OF
THE COMPANY, EQUITABLE ADJUSTMENTS SHALL BE MADE TO THOSE TERMS HEREOF THAT ARE
DEPENDENT UPON A DETERMINATION OF FISCAL YEAR, AS MAY BE REASONABLY DETERMINED
BY THE COMPANY UPON APPROVAL OF