THE ACTUAL DAMAGES OF THE COMPANY IN THE EVENT EXECUTIVE BREACHED
ANY SUCH COVENANTS; AND (III) REMEDIES AT LAW (SUCH AS MONETARY DAMAGES) FOR ANY
BREACH OF EXECUTIVE'S OBLIGATIONS UNDER SECTIONS 5 THROUGH 8 WOULD BE
INADEQUATE. EXECUTIVE THEREFORE AGREES AND CONSENTS THAT IF EXECUTIVE COMMITS
ANY BREACH OF A COVENANT UNDER SECTIONS 5 THROUGH 8, THE COMPANY SHALL HAVE THE
RIGHT (IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER RIGHT OR REMEDY THAT MAY BE
AVAILABLE TO IT) TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FROM A COURT OF
COMPETENT JURISDICTION, WITHOUT POSTING ANY BOND OR OTHER SECURITY AND WITHOUT
THE NECESSITY OF PROOF OF ACTUAL DAMAGE. IF ANY PORTION OF SECTIONS 5 THROUGH 8
IS HEREAFTER DETERMINED TO BE INVALID OR UNENFORCEABLE IN ANY RESPECT, SUCH
DETERMINATION SHALL NOT AFFECT THE REMAINDER THEREOF, WHICH SHALL BE GIVEN THE
MAXIMUM EFFECT POSSIBLE AND SHALL BE FULLY ENFORCED, WITHOUT REGARD TO THE
INVALID PORTIONS. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IF THE COVENANTS SET FORTH IN SECTION 7 ARE FOUND BY A COURT OR AN
ARBITRATOR TO BE UNREASONABLE, EXECUTIVE AND THE COMPANY AGREE THAT THE MAXIMUM
PERIOD, SCOPE OR GEOGRAPHICAL AREA THAT IS FOUND TO BE REASONABLE SHALL BE
SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA, AND THAT THE COURT OR
ARBITRATOR SHALL REVISE THE RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM
PERIOD, SCOPE AND AREA PERMITTED BY LAW. IF ANY OF THE COVENANTS OF SECTIONS 5
THROUGH 8 ARE DETERMINED TO BE WHOLLY OR PARTIALLY UNENFORCEABLE IN ANY
JURISDICTION, SUCH DETERMINATION SHALL NOT BE A BAR TO OR IN ANY WAY DIMINISH
THE COMPANY'S RIGHT TO ENFORCE ANY SUCH COVENANT IN ANY OTHER JURISDICTION.
10.
INDEMNIFICATION. THE COMPANY SHALL INDEMNIFY
EXECUTIVE AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, EXPENSES (INCLUDING
ATTORNEYS' FEES) JUDGMENTS, FINES AND AMOUNTS PAID IN SETTLEMENT INCURRED BY
EXECUTIVE IN CONNECTION WITH ANY CLAIM, ACTION, SUIT OR PROCEEDING (WHETHER
CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE), INCLUDING ANY ACTION BY OR IN
THE RIGHT OF THE COMPANY, BY REASON OF ANY ACT OR OMISSION TO ACT IN CONNECTION
WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER TO THE FULL EXTENT THAT THE COMPANY
IS PERMITTED TO INDEMNIFY A DIRECTOR, OFFICER, EMPLOYEE OR AGENT AGAINST THE
FOREGOING UNDER APPLICABLE LAW. THE COMPANY SHALL AT ALL TIMES CAUSE EXECUTIVE
TO BE INCLUDED, IN HIS CAPACITY HEREUNDER, UNDER ALL LIABILITY INSURANCE
COVERAGE (OR SIMILAR INSURANCE COVERAGE) MAINTAINED BY THE COMPANY FROM TIME TO
TIME.
11.
EXECUTIVE'S REPRESENTATIONS. EXECUTIVE
ACKNOWLEDGES THAT BEFORE SIGNING THIS AGREEMENT, EXECUTIVE WAS GIVEN THE
OPPORTUNITY TO READ IT, EVALUATE IT AND DISCUSS IT WITH EXECUTIVE'S PERSONAL
ADVISORS. EXECUTIVE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS NOT PROVIDED
EXECUTIVE WITH ANY LEGAL ADVICE REGARDING THIS AGREEMENT.
6
12.
NOTICES. ALL NOTICES AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN WHEN DELIVERED (A) PERSONALLY, (B) BY FACSIMILE WITH EVIDENCE OF
COMPLETED TRANSMISSION, OR (C) DELIVERED BY OVERNIGHT COURIER TO THE PARTY
CONCERNED AT THE ADDRESS INDICATED