PREVENT THE
EXECUTIVE FROM OBTAINING EMPLOYMENT OR OTHERWISE EARNING A LIVING AT THE SAME
GENERAL LEVEL OF ECONOMIC BENEFIT AS IS ANTICIPATED BY THIS AGREEMENT.
THE
EXECUTIVE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (I) SHE HAS BEEN ADVISED BY
THE COMPANY TO CONSULT HER OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, (II)
THAT SHE HAS HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO
REVIEW THOROUGHLY THIS AGREEMENT WITH HER COUNSEL, AND (III) SHE HAS READ AND
FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT.
(B)
THE EXECUTIVE AGREES THAT THE COMPANY SHALL BE ENTITLED TO
PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF, WITHOUT THE NECESSITY OF PROVING
ACTUAL DAMAGES, AS WELL AS AN EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS AND
OTHER BENEFITS ARISING FROM ANY VIOLATION OF SECTIONS 7, 8 OR 9 HEREOF, WHICH
RIGHTS SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES TO
WHICH THE COMPANY MAY BE ENTITLED.
IN THE EVENT THAT ANY OF THE PROVISIONS OF
SECTIONS 7, 8 OR 9 HEREOF SHOULD EVER BE ADJUDICATED TO EXCEED THE TIME,
GEOGRAPHIC, PRODUCT OR SERVICE, OR OTHER LIMITATIONS PERMITTED BY APPLICABLE LAW
IN ANY JURISDICTION, THEN SUCH PROVISIONS SHALL BE DEEMED REFORMED IN SUCH
JURISDICTION TO THE MAXIMUM TIME, GEOGRAPHIC, PRODUCT OR SERVICE, OR OTHER
LIMITATIONS PERMITTED BY APPLICABLE LAW.
(C)
THE COMPANY AND THE EXECUTIVE EACH IRREVOCABLY AND UNCONDITIONALLY
(I) AGREE THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY ACTION FOR PRELIMINARY OR PERMANENT
INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF, MAY BE BROUGHT IN THE UNITED STATES
DISTRICT COURT FOR THE EASTERN DISTRICT OF MASSACHUSETTS, OR IF SUCH COURT DOES
NOT HAVE JURISDICTION OR WILL NOT ACCEPT JURISDICTION, IN ANY COURT OF GENERAL
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS, (II) CONSENT TO THE
NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
PROCEEDING, AND (III) WAIVE ANY OBJECTION WHICH SUCH PARTY MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT.
THE
COMPANY AND THE EXECUTIVE EACH ALSO IRREVOCABLY AND UNCONDITIONALLY CONSENT TO
THE SERVICE OF ANY PROCESS, PLEADINGS, NOTICES OR OTHER PAPERS IN A MANNER
PERMITTED BY THE NOTICE PROVISIONS OF SECTION 15 HEREOF.
(D)
THE EXECUTIVE AGREES THAT SHE WILL PROVIDE A COPY OF SECTIONS 7, 8
AND 9 OF THIS AGREEMENT TO ANY FOR-PROFIT BUSINESS OR ENTERPRISE (I) WHICH SHE
MAY DIRECTLY OR INDIRECTLY OWN, MANAGE, OPERATE, FINANCE, JOIN, PARTICIPATE IN
THE OWNERSHIP, MANAGEMENT,
6
OPERATION, FINANCING, CONTROL OR CONTROL OF, OR (II) WITH WHICH SHE MAY BE
CONNECTED WITH AS AN OFFICER, DIRECTOR, EMPLOYEE, PARTNER, PRINCIPAL, AGENT,
REPRESENTATIVE, OR CONSULTANT, OR IN CONNECTION WITH WHICH SHE MAY USE OR
EXPRESSLY PERMIT HER NAME TO BE USED; PROVIDED, HOWEVER, THAT THIS PROVISION
SHALL NOT APPLY IN RESPECT OF SECTION 8 OF THIS AGREEMENT AFTER EXPIRATION OF
THE TIME PERIODS SET FORTH THEREIN.
11.
TERMINATION.
(A)
CAUSE.
NOTWITHSTANDING ANYTHING HEREIN CONTAINED, IF ON OR AFTER
THE DATE HEREOF AND