PERIOD OR (III) INDUCE OR
ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR
OTHER BUSINESS RELATION OF THE COMPANY OR ANY AFFILIATE TO CEASE DOING BUSINESS
WITH THE COMPANY OR SUCH AFFILIATE, OR IN ANY WAY INTERFERE WITH THE
RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION
AND THE COMPANY OR ANY AFFILIATE.
(C)
EXECUTIVE AGREES THAT HE SHALL NOT MAKE ANY ORAL OR WRITTEN
STATEMENTS THAT DISPARAGE THE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE
DIRECT OR INDIRECT AFFILIATES, EQUITYHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS,
PRODUCTS OR SERVICES; PROVIDED THAT THIS PARAGRAPH SHALL NOT BE DEEMED TO HAVE
BEEN VIOLATED BY STATEMENTS OR RELEASES OF INFORMATION BY EXECUTIVE (I) DURING
THE PERIOD OF HIS EMPLOYMENT UNDER THIS AGREEMENT WHICH EXECUTIVE BELIEVES TO BE
TRUTHFUL AND WHICH ARE MADE IN GOOD FAITH IN THE PERFORMANCE OF HIS DUTIES UNDER
THIS AGREEMENT OR (II) STATEMENTS MADE IN THE COURSE OF SWORN TESTIMONY IN
ADMINISTRATIVE, JUDICIAL OR ARBITRAL PROCEEDINGS.
(D)
IF, AT THE TIME OF ENFORCEMENT OF THIS PARAGRAPH 8, A COURT SHALL
HOLD THAT THE DURATION, SCOPE OR AREA RESTRICTIONS STATED HEREIN ARE
UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES AGREE THAT THE
MAXIMUM DURATION, SCOPE OR AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE
SUBSTITUTED FOR THE STATED DURATION, SCOPE OR AREA AND THAT THE COURT SHALL BE
ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM PERIOD,
SCOPE AND AREA PERMITTED BY LAW.
EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS
CONTAINED IN THIS PARAGRAPH 8 ARE REASONABLE AND THAT HE HAS REVIEWED THE
PROVISIONS OF THIS AGREEMENT WITH HIS LEGAL COUNSEL.
(A)
IN THE EVENT OF THE BREACH OR A THREATENED BREACH BY EXECUTIVE OF
ANY OF THE PROVISIONS OF THIS PARAGRAPH 8, THE COMPANY WOULD SUFFER IRREPARABLE
HARM, AND IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES EXISTING IN
ITS FAVOR, THE COMPANY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN
ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS HEREOF (WITHOUT
POSTING A BOND OR OTHER SECURITY).
IN ADDITION, IN THE EVENT OF A BREACH OR
VIOLATION BY EXECUTIVE OF THIS PARAGRAPH 8, THE NONCOMPETE PERIOD SHALL BE
AUTOMATICALLY EXTENDED BY THE AMOUNT OF TIME BETWEEN THE INITIAL OCCURRENCE OF
THE BREACH OR VIOLATION AND WHEN SUCH BREACH OR VIOLATION HAS BEEN DULY CURED.
9.
EXECUTIVE'S REPRESENTATIONS.
EXECUTIVE HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY EXECUTIVE DO NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE OR
CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR
DECREE TO WHICH EXECUTIVE IS A PARTY OR BY WHICH HE IS BOUND, (II) EXECUTIVE IS
NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT, NONCOMPETE AGREEMENT OR
CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR ENTITY AND (III) UPON THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY, THIS AGREEMENT SHALL BE
THE VALID AND BINDING OBLIGATION OF EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH
ITS