REPRESENTS THAT HIS EXPERIENCE, CAPABILITIES AND CIRCUMSTANCES ARE
SUCH THAT THE PROVISIONS OF THIS SECTION 6 WILL NOT PREVENT HIM FROM EARNING A
LIVELIHOOD.
THE EMPLOYEE FURTHER AGREES THAT THE LIMITATIONS SET FORTH IN THIS
SECTION 6 ARE REASONABLE IN DURATION, GEOGRAPHIC AREA AND SCOPE AND ARE PROPERLY
REQUIRED FOR THE ADEQUATE PROTECTION OF THE BUSINESSES OF THE COMPANY.
IT IS
UNDERSTOOD AND AGREED THAT THE COVENANTS MADE BY THE EXECUTIVE IN THIS SECTION 6
SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE TERM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 6, AT ANY TIME DURING
THE RESTRICTED PERIOD THE EXECUTIVE MAY SUBMIT A WRITTEN REQUEST TO THE COMPANY
FOR A LIMITED WAIVER OF ANY COVENANT CONTAINED HEREIN FOR ANY SPECIFIC SITUATION
OR CIRCUMSTANCE.
6.8
OTHER AGREEMENTS.
IN THE EVENT THE
EXECUTIVE HAS ENTERED OR MAY ENTER AFTER THE EFFECTIVE DATE INTO ANY AGREEMENT
PROVIDING THE SAME OR SIMILAR OBLIGATIONS AS SET FORTH IN THIS SECTION 6, ALL
SUCH AGREEMENTS SHALL BE READ TOGETHER TO GIVE THE GREATEST PROTECTION TO THE
COMPANY.
7.
REMEDIES; SPECIFIC PERFORMANCE.
THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE EXECUTIVE'S BREACH OR THREATENED BREACH
OF ANY OF THE RESTRICTIONS SET FORTH IN SECTION 6 WILL RESULT IN IRREPARABLE AND
CONTINUING DAMAGE TO THE PROTECTED PARTIES FOR WHICH THERE MAY BE NO ADEQUATE
REMEDY AT LAW AND THAT THE PROTECTED PARTIES SHALL BE ENTITLED TO EQUITABLE
RELIEF, INCLUDING SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF AS REMEDIES FOR ANY
SUCH BREACH OR THREATENED OR ATTEMPTED BREACH.
THE EXECUTIVE ALSO AGREES THAT
SUCH REMEDIES SHALL BE IN ADDITION TO ANY AND ALL REMEDIES, INCLUDING DAMAGES,
AVAILABLE TO THE PROTECTED PARTIES AGAINST HIM FOR SUCH BREACHES OR THREATENED
OR ATTEMPTED BREACHES.
IN ADDITION, WITHOUT LIMITING THE PROTECTED PARTIES'
REMEDIES FOR ANY BREACH OF ANY RESTRICTION ON THE EXECUTIVE SET FORTH IN
SECTION 6, THE EXECUTIVE SHALL NOT BE ENTITLED TO ANY PAYMENTS SET FORTH IN
SECTION 5 HEREOF, EXCEPT FOR THE ACCRUED BENEFITS OR AS OTHERWISE REQUIRED BY
LAW, IF THE EXECUTIVE HAS MATERIALLY BREACHED THE COVENANTS APPLICABLE TO THE
EXECUTIVE CONTAINED IN SECTION 6, AND THE EXECUTIVE WILL IMMEDIATELY RETURN TO
THE PROTECTED PARTIES ANY SUCH PAYMENTS PREVIOUSLY RECEIVED UNDER SECTION 5 UPON
SUCH A MATERIAL BREACH, AND, IN THE EVENT OF SUCH MATERIAL BREACH, THE PROTECTED
PARTIES WILL HAVE NO OBLIGATION TO PAY ANY OF THE AMOUNTS THAT REMAIN PAYABLE BY
THE COMPANY UNDER SECTION 5.
8.
INDEMNIFICATION.
8.1
THE COMPANY AGREES, TO THE EXTENT PERMITTED
BY APPLICABLE LAW AND ITS ORGANIZATIONAL DOCUMENTS, TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE EXECUTIVE FROM AND AGAINST ANY AND ALL LOSSES, SUITS, ACTIONS,
CAUSES OF ACTION, JUDGMENTS, DAMAGES, LIABILITIES, PENALTIES, FINES, COSTS OR
CLAIMS OF ANY KIND OR NATURE ("INDEMNIFIED CLAIM"), INCLUDING REASONABLE LEGAL
FEES AND RELATED COSTS INCURRED BY THE EXECUTIVE IN CONNECTION WITH THE
PREPARATION FOR OR DEFENSE OF ANY INDEMNIFIED CLAIM, WHETHER OR NOT RESULTING IN
ANY LIABILITY, TO WHICH THE EXECUTIVE MAY BECOME SUBJECT (INCLUDING WITHOUT
LIMITATION AS A WITNESS) OR LIABLE OR WHICH