SECTION 1 IS CORRECT,
THAT THE COMPANY AND ITS AFFILIATES CONDUCT BUSINESS THROUGHOUT THE 50 STATES OF
THE UNITED STATES OF AMERICA AND BEYOND, AND THAT THESE RESTRICTIONS ARE
REASONABLY NECESSARY TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE
COMPANY.
YOU HEREBY EXPRESSLY AGREE
11
THAT THE COMPANY SHALL BE ENTITLED TO THE REMEDIES OF INJUNCTION, SPECIFIC
PERFORMANCE AND OTHER EQUITABLE RELIEF TO PREVENT A BREACH OF THIS AGREEMENT BY
YOU.
THIS SECTION 10 SHALL NOT BE CONSTRUED AS A WAIVER OF ANY OTHER RIGHTS OR
REMEDIES WHICH THE COMPANY MAY HAVE FOR DAMAGES OR OTHERWISE.
(B)
IN THE EVENT OF ANY DISPUTE OVER THE INTERPRETATION OR APPLICATION OF
THIS AGREEMENT, THE COMPANY SHALL REIMBURSE YOU FOR YOUR REASONABLE ATTORNEYS'
FEES AND COSTS INCURRED IN CONNECTION WITH THAT DISPUTE UNLESS THE COMPANY IS
DETERMINED, BY FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION, TO BE THE
PREVAILING PARTY ON ALL OR SUBSTANTIALLY ALL OF THE ISSUES IN DISPUTE, WHICH
REIMBURSEMENT SHALL BE MADE PROMPTLY, (AND WITHIN THIRTY (30) DAYS) FOLLOWING
FINAL JUDGMENT.
11.
CONSTRUCTION AND SEVERABILITY.
THE PARTIES HERETO AGREE THAT THE
PROVISIONS OF THIS AGREEMENT SHALL BE PRESUMED TO BE ENFORCEABLE, AND ANY
READING CAUSING UNENFORCEABILITY SHALL YIELD TO A CONSTRUCTION PERMITTING
ENFORCEMENT.
IN THE EVENT A COURT SHOULD DETERMINE NOT TO ENFORCE A PROVISION
OF THIS AGREEMENT DUE TO OVERBREADTH, VIOLATION OF PUBLIC POLICY, OR SIMILAR
REASONS, THE PARTIES SPECIFICALLY AUTHORIZE SUCH REVIEWING COURT TO ENFORCE SAID
COVENANT TO THE MAXIMUM EXTENT REASONABLE, WHETHER SAID REVISIONS BE IN TIME,
TERRITORY, SCOPE OF PROHIBITED ACTIVITIES, OR OTHER RESPECTS.
IF ANY SINGLE
COVENANT, PROVISION, WORD, CLAUSE OR PHRASE IN THIS AGREEMENT SHALL BE FOUND
UNENFORCEABLE, IT SHALL BE SEVERED AND THE REMAINING COVENANTS AND PROVISIONS
ENFORCED IN ACCORDANCE WITH THE TENOR OF THE AGREEMENT.
12.
ASSIGNMENT.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
HEREUNDER MAY NOT BE ASSIGNED BY EITHER PARTY HERETO WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY HERETO.
13.
NOTICES.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ANY
NOTICE REQUIRED OR PERMITTED TO BE GIVEN TO YOU PURSUANT TO THIS AGREEMENT SHALL
BE GIVEN IN WRITING, AND PERSONALLY DELIVERED OR MAILED TO YOU BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SET FORTH BELOW YOUR SIGNATURE ON
THIS AGREEMENT OR AT SUCH OTHER ADDRESS AS YOU SHALL DESIGNATE BY WRITTEN NOTICE
TO THE COMPANY GIVEN IN ACCORDANCE WITH THIS SECTION 13, AND ANY NOTICE REQUIRED
OR PERMITTED TO BE GIVEN TO THE COMPANY, THE CHAIRMAN OF THE BOARD OF DIRECTORS
OR THE CHAIRMAN OF THE LEADERSHIP AND COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS SHALL BE GIVEN IN WRITING, AND PERSONALLY DELIVERED OR MAILED TO THAT
RECIPIENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE
APPROPRIATE RECIPIENT AT THE ADDRESS SET FORTH UNDER THE SIGNATURE OF THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY OR HIS DESIGNEE ON THIS AGREEMENT OR AT SUCH
OTHER ADDRESS AS THE COMPANY SHALL DESIGNATE BY WRITTEN NOTICE TO YOU GIVEN IN
ACCORDANCE WITH THIS SECTION 13.
ANY