THE EMPLOYMENT PERIOD AND THE
CONTINUATION PERIOD, THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, FOR THE
EXECUTIVE'S OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER NATURAL PERSON, FIRM,
PARTNERSHIP, LIMITED LIABILITY COMPANY, ASSOCIATION, CORPORATION, COMPANY,
TRUST, BUSINESS TRUST, GOVERNMENTAL AUTHORITY OR OTHER ENTITY (EACH, A "PERSON")
IN ANY JURISDICTION IN WHICH THE COMPANY OR ANY OF ITS AFFILIATES HAS COMMENCED
OR HAS MADE PLANS TO COMMENCE OPERATIONS DURING THE EMPLOYMENT PERIOD, (I)
SOLICIT FOR EMPLOYMENT, EMPLOY, ENGAGE TO PERFORM SERVICES OR OTHERWISE
INTERFERE WITH THE RELATIONSHIP OF THE COMPANY OR ANY OF ITS AFFILIATES WITH ANY
NATURAL PERSON THROUGHOUT THE WORLD WHO IS OR WAS EMPLOYED BY OR OTHERWISE
ENGAGED TO PERFORM SERVICES FOR THE COMPANY OR ANY OF ITS AFFILIATES AT ANY TIME
DURING THE EMPLOYMENT PERIOD (IN THE CASE OF ANY SUCH ACTIVITY DURING SUCH TIME)
OR DURING THE TWELVE-MONTH PERIOD PRECEDING SUCH SOLICITATION, EMPLOYMENT OR
INTERFERENCE (IN THE CASE OF ANY SUCH ACTIVITY AFTER THE DATE OF TERMINATION OR
OTHERWISE AS OF THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH COMPANY),
OTHER THAN ANY SUCH SOLICITATION OR EMPLOYMENT ON BEHALF OF THE COMPANY OR ANY
OF ITS AFFILIATES DURING THE EMPLOYMENT PERIOD, OR (II) INDUCE ANY EMPLOYEE OF
THE COMPANY OR ANY OF ITS AFFILIATES WHO IS A MEMBER OF MANAGEMENT TO ENGAGE IN
ANY ACTIVITY WHICH THE
9
EXECUTIVE IS PROHIBITED FROM ENGAGING IN UNDER ANY OF THE PARAGRAPHS OF THIS
SECTION 9 OR TO TERMINATE HIS OR HER EMPLOYMENT WITH THE COMPANY.
(E)
NON-DISPARAGEMENT.
DURING THE EMPLOYMENT PERIOD AND THE CONTINUATION
PERIOD, THE EXECUTIVE SHALL NOT TAKE ANY ACTION OR MAKE ANY STATEMENT THAT
DISPARAGES OR CRITICIZES COMPANY OR ANY OF ITS AFFILIATES.
(F)
INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS; CERTAIN ACKNOWLEDGEMENTS AND
AGREEMENTS.
(I)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND
OBLIGATIONS OF THE EXECUTIVE WITH RESPECT TO CONFIDENTIALITY, OWNERSHIP OF
DEVELOPMENTS, NON-COMPETITION, NON-DISPARAGEMENT, AND NON-SOLICITATION RELATE TO
SPECIAL, UNIQUE, AND EXTRAORDINARY MATTER AND THAT A VIOLATION OF ANY OF THE
TERMS OF SUCH COVENANTS AND OBLIGATIONS WILL CAUSE THE COMPANY IRREPARABLE
INJURY FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
THEREFORE, THE
EXECUTIVE AGREES THAT THE COMPANY SHALL BE ENTITLED TO AN INJUNCTION,
RESTRAINING ORDER, OR SUCH OTHER EQUITABLE RELIEF (WITHOUT THE REQUIREMENT TO
POST BOND) AS A COURT OF COMPETENT JURISDICTION MAY DEEM NECESSARY OR
APPROPRIATE TO RESTRAIN THE EXECUTIVE FROM COMMITTING ANY VIOLATION OF THE
COVENANTS AND OBLIGATIONS REFERRED TO IN THIS SECTION 9.
THESE INJUNCTIVE
REMEDIES ARE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES THE
COMPANY MAY HAVE AT LAW OR IN EQUITY.
(II)
IF ANY COURT OF COMPETENT JURISDICTION SHALL AT ANY TIME DETERMINE
THAT, BUT FOR THE PROVISIONS OF THIS PARAGRAPH, ANY PART OF THIS AGREEMENT IS
ILLEGAL, VOID AS AGAINST PUBLIC POLICY OR OTHERWISE UNENFORCEABLE, THE RELEVANT
PART WILL AUTOMATICALLY BE AMENDED TO THE EXTENT NECESSARY TO MAKE IT
SUFFICIENTLY NARROW IN SCOPE, TIME AND GEOGRAPHIC AREA TO BE LEGALLY
ENFORCEABLE.
ALL OTHER TERMS WILL REMAIN IN FULL FORCE