AGREEMENT WILL CAUSE THE
COMPANY GREAT AND IRREPARABLE INJURY AND DAMAGE.
YOU HEREBY AGREE THAT THE
DEFINITION OF THE BUSINESS OF THE COMPANY SET FORTH IN 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 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.
10
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
EXECUTIVE VICE PRESIDENT OF THE COMPANY OR HIS DESIGNEE