LONG AS YOU
HAVE NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
5.
DURING THE NONCOMPETE PERIOD, YOU SHALL NOT DIRECTLY OR
INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY
EMPLOYEE OF THE COMPANY TO LEAVE THE EMPLOY OF THE COMPANY, OR IN ANY WAY
INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY AND ANY EMPLOYEE THEREOF, OR
(II) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE, LICENSOR,
FRANCHISEE OR OTHER BUSINESS RELATION OF THE COMPANY TO CEASE DOING BUSINESS
WITH THE COMPANY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH
CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION AND THE COMPANY (INCLUDING,
WITHOUT LIMITATION, MAKING ANY NEGATIVE OR DISPARAGING STATEMENTS OR
COMMUNICATIONS REGARDING THE COMPANY).
6.
IF, AT THE TIME OF ENFORCEMENT OF SECTION
4 OR 5 OF THIS LETTER,
A COURT HOLDS THAT THE RESTRICTIONS STATED HEREIN ARE UNREASONABLE UNDER
CIRCUMSTANCES THEN EXISTING, YOU AND THE COMPANY AGREE THAT THE MAXIMUM PERIOD,
SCOPE OR GEOGRAPHICAL AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE
SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA.
BECAUSE YOUR SERVICES ARE
UNIQUE AND BECAUSE YOU HAVE ACCESS TO CONFIDENTIAL INFORMATION AND WORK PRODUCT,
YOU AND THE COMPANY AGREE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR
ANY BREACH OF THIS LETTER AGREEMENT.
THEREFORE, IN THE EVENT A BREACH OR
THREATENED BREACH OF THIS LETTER AGREEMENT, THE COMPANY OR ITS SUCCESSORS OR
ASSIGNS, IN ADDITION TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR, SHALL
BE ENTITLED TO SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER EQUITABLE RELIEF
FROM A COURT OF COMPETENT JURISDICTION IN ORDER TO ENFORCE, OR PREVENT ANY
VIOLATIONS OF, THE PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER
SECURITY).
YOU ACKNOWLEDGE THAT THE RESTRICTIONS CONTAINED IN SECTION 4 ARE
REASONABLE AND THAT YOU HAVE REVIEWED THE PROVISIONS OF THIS LETTER AGREEMENT
WITH YOUR LEGAL COUNSEL.
IT IS AGREED THAT (I) THE PAYMENTS UNDER
SECTION 1
ABOVE SHALL BE REDUCED BY THE NON-COMPETE COMPENSATION YOU ARE ENTITLED TO UNDER
YOUR 2002 AGREEMENT ON CONFIDENTIALITY AND PROHIBITION OF POST-TERMINATION
COMPETITION WITH DADE BEHRING HOLDING GMBH, AND (II) THE REMAINING
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PORTION OF THE PAYMENTS UNDER SECTION 1 ABOVE SHALL COMPENSATE YOU FOREMOST FOR
THE POST-CONTRACTUAL PERIOD OF YOUR NON-COMPETE OBLIGATION ABOVE.
7.
WHENEVER POSSIBLE, EACH PROVISION OF THIS LETTER AGREEMENT SHALL
BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IF ANY PROVISION OF THIS LETTER AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT
ANY OTHER PROVISION OR ANY ACTION IN ANY OTHER JURISDICTION, BUT THIS LETTER
AGREEMENT SHALL BE REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF
SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED
HEREIN.
8.
THE EXECUTIVE SEVERANCE PLAN IS INTENDED TO BE AN UNFUNDED PLAN
MAINTAINED BY THE COMPANY FOR A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED
EMPLOYEES AS DESCRIBED IN