INFORMATION RELATING TO THE EMPLOYEES AND INVESTORS OF THE COMPANY AND/OR ITS
AFFILIATES.
YOU AGREE AND ACKNOWLEDGE THAT THE RESTRICTIVE COVENANTS ARE
REASONABLE AND NECESSARY FOR THE PROTECTION OF THE LEGITIMATE AND PROTECTABLE
BUSINESS INTERESTS OF THE COMPANY, ITS AFFILIATES, THE FUNDS AND PEGASUS
(INCLUDING THEIR RESPECTIVE INVESTORS, CUSTOMERS, CUSTOMER GOODWILL, ACCOUNTS,
PROSPECTS, EMPLOYEE TRAINING, AND CONFIDENTIAL, PROPRIETARY AND/OR SECRET
INFORMATION).
YOU ALSO AGREE AND ACKNOWLEDGE THAT IF YOU BREACH OR THREATEN TO
BREACH ANY OF THE PROVISIONS IN THE RESTRICTIVE COVENANTS, THE COMPANY, ITS
AFFILIATES, THE FUNDS AND PEGASUS WILL SUFFER SUBSTANTIAL AND IRREPARABLE
DAMAGES, SUCH THAT MONETARY RELIEF ALONE WILL BE INADEQUATE TO REDRESS SUCH A
BREACH OR THREAT TO COMMIT A BREACH, AND FURTHER THAT EACH OF THE COMPANY, ITS
AFFILIATES, THE FUNDS AND PEGASUS SHALL BE ENTITLED TO OBTAIN AN INJUNCTION TO
PREVENT AND/OR REMEDY SUCH A BREACH OR THREATENED BREACH, WITHOUT FIRST HAVING
TO POST A BOND.
IN ANY PROCEEDING FOR AN INJUNCTION AND UPON ANY MOTION FOR A
TEMPORARY OR PERMANENT INJUNCTION ("INJUNCTIVE ACTION"), THE RIGHT OF THE
COMPANY, EACH OF ITS AFFILIATES, EACH OF THE FUNDS AND PEGASUS TO RECEIVE
MONETARY DAMAGES SHALL NOT BE A BAR OR INTERPOSED AS A DEFENSE TO THE GRANTING
OF SUCH INJUNCTION.
THE RIGHT OF THE COMPANY, EACH OF IT AFFILIATES, EACH OF
THE FUNDS AND PEGASUS TO AN INJUNCTION IS IN ADDITION TO, AND NOT IN LIEU OF,
ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO THE COMPANY, SUCH AFFILIATES, SUCH
FUNDS AND PEGASUS UNDER LAW OR IN EQUITY.
THE PARTIES HERETO FURTHER AGREE THAT
EACH SUCH PARTY SHALL, IN THE EVENT OF LITIGATION OR OTHER PROCEEDING BEFORE ANY
COURT, ARBITRATOR OR OTHER TRIBUNAL, BE LIABLE FOR ANY AND ALL REASONABLE
ATTORNEYS' FEES AND COSTS INCURRED BY THE OTHER PARTY AND ITS AFFILIATES AS A
RESULT OF A BREACH OF ANY SUCH PARTY'S COVENANTS OR AGREEMENTS CONTAINED IN THE
RESTRICTIVE COVENANTS.
6.
SURVIVAL; ENTIRE AGREEMENT.
UNLESS
STATED OTHERWISE HEREIN, THE RESTRICTIVE COVENANTS CONTAINED IN THIS AGREEMENT
SHALL SURVIVE THE TERMINATION OF YOUR EMPLOYMENT FOR ANY REASON IN ACCORDANCE
WITH THEIR TERMS.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREIN.
IT
SUPERSEDES AND CANCELS ANY PRIOR UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS
BY OR BETWEEN THE PARTIES, WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER
HEREOF.
ANY MODIFICATION OR AMENDMENT OF THIS AGREEMENT MUST BE MADE IN WRITING
AND SIGNED BY BOTH PARTIES.
7.
SEVERABILITY.
IF ANY TERM OR PROVISION
OF THIS AGREEMENT, OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCES,
WILL TO ANY EXTENT BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT,
OR THE APPLICATION OF SUCH TERMS TO PERSONS OR CIRCUMSTANCES OTHER THAN THOSE AS
TO WHICH IT IS INVALID OR UNENFORCEABLE, WILL NOT BE AFFECTED THEREBY, AND EACH
TERM OF THIS AGREEMENT WILL BE VALID AND ENFORCEABLE TO THE FULLEST EXTENT
PERMITTED BY LAW.
8.
JURISDICTION AND CHOICE OF LAW.
YOU
AND THE COMPANY AGREE TO EXCLUSIVE PERSONAL JURISDICTION IN THE STATE OF
ILLINOIS WITH