AND MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY TO THE
COMPANY; AND
II.
IN THE EVENT OF AN ACTUAL BREACH, THE RIGHT TO RECOVER DAMAGES
FOR ALL LOSSES, ACTUAL AND CONTINGENT, AND THE RIGHT TO REQUIRE THE OPTIONEE TO
ACCOUNT FOR AND PAY OVER TO THE COMPANY ALL PROFITS OR OTHER BENEFITS
(COLLECTIVELY "BENEFITS") DERIVED OR RECEIVED BY THE
3
OPTIONEE AS THE RESULT OF ANY TRANSACTIONS CONSTITUTING SUCH A BREACH, AND THE
OPTIONEE HEREBY AGREES TO ACCOUNT FOR AND PAY OVER SUCH BENEFITS TO THE COMPANY.
(E)
EACH OF THE RIGHTS AND REMEDIES ENUMERATED ABOVE SHALL BE
INDEPENDENT OF THE OTHER, AND SHALL BE SEVERALLY ENFORCEABLE, AND ALL OF SUCH
RIGHTS AND REMEDIES SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER
RIGHTS AND REMEDIES AVAILABLE TO THE COMPANY AT LAW OR IN EQUITY.
IF ANY OF THE
COVENANTS CONTAINED IN PARAGRAPHS (A), (B), OR (C) OF THIS SECTION 8, OR ANY
PART THEREOF, IS HEREAFTER CONSTRUED TO BE INVALID OR UNENFORCEABLE, THE SAME
SHALL NOT AFFECT THE REMAINDER OF THE COVENANT OR COVENANTS, WHICH SHALL BE
GIVEN FULL EFFECT, WITHOUT REGARD TO THE INVALID PORTIONS.
IF ANY OF THE
COVENANTS CONTAINED IN PARAGRAPHS (A), (B), OR (C) OF THIS SECTION 8, OR ANY
PART THEREOF, IS HELD TO BE UNENFORCEABLE BECAUSE OF THE DURATION OF SUCH
PROVISION OR THE SCOPE OF THE SUBJECT MATTER THEREOF OR THE AREA COVERED
THEREBY, THE PARTIES, AGREE THAT THE COURT MAKING SUCH DETERMINATION SHALL HAVE
THE POWER TO REDUCE THE DURATION, SCOPE AND/OR AREA OF SUCH PROVISION AND, IN
ITS REDUCED FORM, SAID PROVISION SHALL THEN BE ENFORCEABLE.
(F)
FOR AVOIDANCE OF DOUBT, THE COVENANTS CONTAINED IN THIS SECTION 8
WILL APPLY (OR CONTINUE TO APPLY) FOLLOWING ANY CESSATION OF THE OPTIONEE'S
SERVICE, WITHOUT REGARD TO WHETHER THAT CESSATION IS INITIATED BY THE COMPANY OR
BY THE OPTIONEE AND WITHOUT REGARD TO THE REASON FOR THAT CESSATION.
(G)
OPTIONEE ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 8 ARE
REASONABLE AND NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY AND
ITS AFFILIATES, THAT THE DURATION AND SCOPE OF THE COVENANTS CONTAINED IN THIS
SECTION 8 ARE REASONABLE AND THAT THE COMPANY WOULD NOT HAVE GRANTED THIS OPTION
IF OPTIONEE HAD NOT AGREED TO BE BOUND BY THE COVENANTS SET FORTH IN THIS
SECTION 8.
(H)
OPTIONEE AGREES TO DISCLOSE THE EXISTENCE AND TERMS OF THE
COVENANTS CONTAINED IN THIS SECTION 8 TO ANY OTHER EMPLOYER THAT OPTIONEE MAY
WORK FOR WHILE THESE COVENANTS ARE APPLICABLE.
THE COMPANY MAY DISCLOSE THE
EXISTENCE AND TERMS OF THE COVENANTS CONTAINED IN THIS SECTION 8 TO ANY OF THE
OPTIONEE'S FUTURE EMPLOYERS.
(I)
IF OPTIONEE BREACHES THE COVENANTS CONTAINED IN SECTION 8(B) OR
(C), THE RESTRICTIONS CONTAINED THEREIN WILL BE EXTENDED FOR A PERIOD EQUAL TO
THE PERIOD THAT OPTIONEE WAS IN BREACH.
9.
INTELLECTUAL PROPERTY.
THE COMPANY SHALL BE THE SOLE OWNER OF ALL THE
PRODUCTS AND PROCEEDS OF THE OPTIONEE'S SERVICES, INCLUDING, BUT NOT LIMITED TO,
ALL MATERIALS, IDEAS,