OTHER RIGHT OR DUTY.
NO WAIVER BY ANY PARTY OF ANY
CONDITION OR OF ANY BREACH OF THIS AGREEMENT, WHETHER BY CONDUCT OR OTHERWISE,
IN ANY ONE OR MORE INSTANCES, SHALL BE DEEMED OR CONSTRUED TO BE A FURTHER OR
CONTINUING WAIVER OF ANY SUCH CONDITION OR BREACH OR OF THE BREACH OF ANY OTHER
TERM OF THIS AGREEMENT.
A SINGLE OR PARTIAL EXERCISE OF ANY RIGHT SHALL NOT
PRECLUDE ANY OTHER OR FURTHER EXERCISE OF THE SAME RIGHT OR OF ANY OTHER RIGHT.
THE RIGHTS AND REMEDIES PROVIDED BY THIS AGREEMENT SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF EACH OTHER OR OF ANY OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
(E)
SEVERABILITY.
IF ANY PROVISION OF
THIS AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT DELIVERED IN CONNECTION WITH
THIS AGREEMENT, IF ANY, IS PARTIALLY OR COMPLETELY INVALID OR UNENFORCEABLE IN
ANY JURISDICTION, THEN THAT PROVISION SHALL BE INEFFECTIVE IN THAT JURISDICTION
TO THE EXTENT OF ITS INVALIDITY OR UNENFORCEABILITY, BUT THE INVALIDITY OR
UNENFORCEABILITY OF THAT PROVISION SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, ALL OF WHICH SHALL BE
CONSTRUED AND ENFORCED AS IF THAT INVALID OR UNENFORCEABLE PROVISION WERE
OMITTED, NOR SHALL THE INVALIDITY OR UNENFORCEABILITY OF THAT PROVISION IN ONE
JURISDICTION AFFECT ITS VALIDITY OR ENFORCEABILITY IN ANY OTHER JURISDICTION.
THE COMPANY AND THE EXECUTIVE AGREE THAT THE PERIOD OF TIME AND THE GEOGRAPHICAL
AREA DESCRIBED IN SECTION 1 ARE REASONABLE IN VIEW OF THE NATURE OF THE BUSINESS
IN WHICH THE COMPANY IS ENGAGED AND PROPOSES TO BE ENGAGED, AND THE EXECUTIVE'S
UNDERSTANDING OF HIS PROSPECTIVE FUTURE EMPLOYMENT OPPORTUNITIES.
HOWEVER, IF
THE TIME PERIOD OR THE GEOGRAPHICAL AREA, OR BOTH, DESCRIBED IN SECTION 1 SHOULD
BE JUDGED UNREASONABLE IN ANY JUDICIAL PROCEEDING, THEN THE PERIOD OF TIME SHALL
BE REDUCED BY THAT NUMBER OF MONTHS AND THE GEOGRAPHICAL AREA SHALL BE REDUCED
BY ELIMINATION OF THAT PORTION, OR BOTH, AS ARE DEEMED UNREASONABLE, SO THAT THE
RESTRICTION COVENANT OF SECTION 1 MAY BE ENFORCED DURING THE LONGEST PERIOD OF
TIME AND IN THE FULLEST GEOGRAPHICAL AREA AS IS ADJUDGED TO BE REASONABLE.
(F)
EMPLOYMENT "AT-WILL"
Both the Executive and FTDI acknowledge that nothing in this
Agreement creates a contract for employment for any specific duration.
The
Executive's employment shall be "at-
4
will", meaning both FTDI and the Executive can terminate the relationship at any
time, with or without reason or notice.
(G)
BREACH OF THE AGREEMENT
NOTWITHSTANDING THE CLAUSE (F) ABOVE, THE EXECUTIVE ACKNOWLEDGES
AND UNDERSTANDS THAT THE PROVISIONS OF THIS AGREEMENT ARE OF A SPECIAL AND
UNIQUE NATURE, THE LOSS OF WHICH CANNOT BE ACCURATELY COMPENSATED FOR IN DAMAGES
BY AN ACTION AT LAW, AND THAT THE BREACH OR THREATENED BREACH OF THE PROVISIONS
OF THIS AGREEMENT WOULD CAUSE THE COMPANY IRREPARABLE HARM.
IN THE EVENT OF A
BREACH OR THREATENED BREACH BY THE EXECUTIVE OF THE PROVISIONS OF SECTION 1, THE
COMPANY SHALL BE ENTITLED TO SEEK TO OBTAIN A COURT-ORDERED INJUNCTION
RESTRAINING THE EXECUTIVE