HIS PERIOD OF EMPLOYMENT BY THE COMPANY OR ITS RELATED ENTITIES FOR
THE PURPOSE OF BECOMING A CUSTOMER OF THE COMPANY OR ANY
RELATED ENTITY.
(II)
DURING THE PERIOD OF RESTRICTION, EXECUTIVE
MAY NOT ENGAGE ANYWHERE IN THE WORLD IN ACTIVITIES, RENDER SERVICES TO OR
AFFILIATE HIMSELF, IN ANY CAPACITY (INCLUDING AS A DIRECTOR, OFFICER, EMPLOYEE,
CONSULTANT, INDEPENDENT CONTRACTOR, PARTNER, MEMBER OR INVESTOR) (EXCEPT SAVE BY
WAY OF PORTFOLIO INVESTMENT IN SHARES QUOTED ON A RECOGNIZED STOCK EXCHANGE
WHEREBY EXECUTIVE OWNS LESS THAN 1% OF THE OUTSTANDING STOCK OF SUCH ENTITY),
WITH ANY ENTITY THAT PROVIDES SERVICES THAT ARE COMPETITIVE WITH THOSE RENDERED
BY THE COMPANY OR ANY RELATED ENTITY.
NOTWITHSTANDING THE FOREGOING, DURING THE
PERIOD OF RESTRICTION, (I) EXECUTIVE MAY AFFILIATE HIMSELF WITH A LAW FIRM THAT
PROVIDES LEGAL SERVICES TO A COMPETITOR OF THE COMPANY PROVIDED EXECUTIVE DOES
NOT DIRECTLY PROVIDE ADVICE TO SUCH COMPETITOR DURING THE PERIOD OF RESTRICTION
AND (II) WITH THE COMPANY'S PRIOR WRITTEN CONSENT (AS DETERMINED BY THE CEO IN
HIS SOLE DISCRETION), EXECUTIVE MAY RENDER SERVICES TO ANY ENTITY WHOSE PRIMARY
BUSINESS PURPOSE IS NOT COMPETITIVE WITH ANY SERVICES RENDERED BY THE COMPANY OR
ANY RELATED ENTITY.
(E)
COVENANTS REASONABLE; ADDITIONAL REMEDIES;
DUE CONSIDERATION.
(I)
EXECUTIVE ACKNOWLEDGES THAT HE WILL
OCCUPY A POSITION OF RESPONSIBILITY AND TRUST, IN WHICH EXECUTIVE WILL HAVE
ACCESS TO CONFIDENTIAL INFORMATION AND WILL BE PRIVY TO THE CONFIDENTIAL
BUSINESS PLANS AND PROSPECTS OF THE COMPANY AND ITS RELATED ENTITIES, THAT
EXECUTIVE'S RELATIONSHIPS WITH EMPLOYEES OF THE COMPANY AND/OR ITS RELATED
ENTITIES MAY BE CRITICAL TO THE CONTINUED SUCCESS OF THE COMPANY AND/OR ITS
RELATED ENTITIES, THAT THE BUSINESS OF THE COMPANY AND ITS RELATED ENTITIES ARE
CONDUCTED ON A WORLDWIDE BASIS, AND THAT EXECUTIVE'S SERVICES UNDER THIS
AGREEMENT ARE IMPORTANT, VALUABLE AND UNIQUE.
EXECUTIVE (I) FURTHER
ACKNOWLEDGES THAT THE RESTRICTIVE COVENANTS OF THIS SECTION 4 ARE REASONABLY
NECESSARY TO PROTECT VALUABLE BUSINESS INTERESTS OF THE COMPANY AND ITS RELATED
ENTITIES AND THAT IT IS EXECUTIVE'S INTENTION AND THE INTENTION OF THE COMPANY
THAT SUCH RESTRICTIONS AND REMEDIES SHALL BE ENFORCEABLE TO THE FULLEST EXTENT
7
PERMISSIBLE BY LAW AND (II) AGREES THAT HE WILL NOT CHALLENGE THE REASONABILITY
OR ENFORCEABILITY OF ANY OF THE RESTRICTIVE COVENANTS OF THIS SECTION 4;
PROVIDED THAT EXECUTIVE MAY CHALLENGE THE ENFORCEABILITY OF SECTION 4 BASED UPON
A BREACH OF THIS AGREEMENT BY THE COMPANY THAT OCCURS PRIOR TO ANY VIOLATION OF
SECTION 4 BY EXECUTIVE THAT IS NOT CURED WITHIN 30 DAYS OF RECEIPT OF WRITTEN
NOTICE FROM EXECUTIVE THAT IS GIVEN WITHOUT 30 DAYS OF THE OCCURRENCE OF SUCH
PURPORTED BREACH.
IF IT SHALL BE FOUND BY A COURT OF COMPETENT JURISDICTION
THAT ANY SUCH RESTRICTION OR REMEDY IS UNENFORCEABLE BUT WOULD BE ENFORCEABLE IF
SOME PART THEREOF WERE DELETED OR THE PERIOD OR AREA OF APPLICATION REDUCED,
THEN SUCH RESTRICTION OR REMEDY SHALL APPLY WITH SUCH MODIFICATION AS SHALL BE
NECESSARY TO MAKE IT ENFORCEABLE.
(II)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT IN THE EVENT OF A VIOLATION