BUSINESS; PROVIDED, HOWEVER, THAT THE TERMS OF THIS PARAGRAPH WILL NOT (A) APPLY
TO COMMUNICATIONS BETWEEN EXECUTIVE AND HIS OR HER SPOUSE, CLERGY, OR ATTORNEYS,
WHICH ARE SUBJECT TO A CLAIM OF PRIVILEGE EXISTING UNDER COMMON LAW, STATUTE, OR
RULE OF PROCEDURE; (B) APPLY TO COMMUNICATIONS REQUIRED BY LAW OR MADE IN
RESPONSE TO A VALID SUBPOENA OR OTHER LAWFUL ORDER COMPELLING EXECUTIVE TO
PROVIDE TESTIMONY OR INFORMATION (SUBJECT TO THE PROVISIONS OF SECTION 2.2); OR
(C) BE CONSTRUED TO INHIBIT OR LIMIT EXECUTIVE'S ABILITY TO INITIATE OR
COOPERATE WITH ANY INVESTIGATION BY A GOVERNMENTAL OR REGULATORY AGENCY OR
OFFICIAL OR OTHER JUDICIAL OR LEGAL ACTIONS (SUBJECT TO THE PROVISIONS OF
SECTION 2.2).
EXECUTIVE SPECIFICALLY AGREES NOT TO ISSUE ANY PUBLIC STATEMENT
CONCERNING HIS OR HER EMPLOYMENT BY COMPANY AND/OR THE CESSATION OF SUCH
EMPLOYMENT.
2.6
REASONABLENESS OF RESTRICTIONS.
EXECUTIVE
AGREES THAT EXECUTIVE AND COMPANY ARE ENGAGED IN A HIGHLY COMPETITIVE BUSINESS
AND, DUE TO EXECUTIVE'S POSITION WITH COMPANY AND THE NATURE OF EXECUTIVE'S
WORK, EXECUTIVE'S ENGAGING IN ANY BUSINESS THAT IS COMPETITIVE WITH THAT OF
COMPANY WILL CAUSE COMPANY GREAT AND IRREPARABLE HARM.
EXECUTIVE REPRESENTS AND
WARRANTS THAT THE TIME, SCOPE AND GEOGRAPHIC AREA RESTRICTED BY THE FOREGOING
SECTIONS 2.2, 2.3, 2.4 AND 2.5 PERTAINING TO CONFIDENTIAL INFORMATION,
NON-COMPETITION, NON-SOLICITATION, AND NON-DISPARAGEMENT ARE REASONABLE, THAT
THE ENFORCEMENT OF THE RESTRICTIONS CONTAINED IN SUCH SECTIONS WOULD NOT BE
UNDULY BURDENSOME TO EXECUTIVE, AND THAT EXECUTIVE WILL BE ABLE TO EARN A
REASONABLE LIVING WHILE ABIDING BY THE TERMS INCLUDED HEREIN.
EXECUTIVE AGREES
THAT THE RESTRAINTS CREATED BY THE COVENANTS IN SECTIONS 2.2, 2.3, 2.4 AND 2.5
PERTAINING TO CONFIDENTIAL INFORMATION, NON-COMPETITION, NON-SOLICITATION, AND
NON-DISPARAGEMENT ARE NOT OUTWEIGHED BY EITHER THE HARDSHIP TO EXECUTIVE OR ANY
INJURY LIKELY TO THE PUBLIC.
IF ANY
10
ARBITRATOR OR COURT DETERMINES THAT ANY PORTION OF THIS ARTICLE II IS INVALID OR
UNENFORCEABLE, THE REMAINDER OF THIS ARTICLE II WILL NOT THEREBY BE AFFECTED AND
WILL BE GIVEN FULL EFFECT WITHOUT REGARD TO THE INVALID PROVISIONS.
IF ANY
COURT CONSTRUES ANY OF THE PROVISIONS OF THIS ARTICLE II, OR ANY PART THEREOF,
TO BE UNREASONABLE BECAUSE OF THE DURATION OR SCOPE OF SUCH PROVISION, SUCH
COURT WILL HAVE THE POWER TO REDUCE THE DURATION OR SCOPE OF SUCH PROVISION AND
TO ENFORCE SUCH PROVISION AS SO REDUCED.
2.7
ENFORCEMENT.
UPON EXECUTIVE'S EMPLOYMENT WITH
AN ENTITY THAT IS NOT AN AFFILIATE OF COMPANY (A "SUCCESSOR EMPLOYER") DURING
THE PERIOD THAT THE PROVISIONS OF THIS ARTICLE II REMAIN IN EFFECT, EXECUTIVE
WILL PROVIDE SUCH SUCCESSOR EMPLOYER WITH A COPY OF THIS AGREEMENT AND WILL
NOTIFY COMPANY OF SUCH EMPLOYMENT WITHIN THIRTY (30) DAYS THEREOF.
EXECUTIVE
AGREES THAT IN THE EVENT OF A BREACH OF THE TERMS AND CONDITIONS OF THIS
ARTICLE II BY EXECUTIVE, COMPANY WILL BE ENTITLED, IF IT SO ELECTS, TO INSTITUTE
AND PROSECUTE PROCEEDINGS PURSUANT TO ARTICLE III, EITHER IN LAW OR IN EQUITY,
AGAINST EXECUTIVE, TO OBTAIN DAMAGES FOR ANY SUCH BREACH, OR TO ENJOIN EXECUTIVE
FROM ANY CONDUCT IN VIOLATION OF