OF ITS
AFFILIATES HAS BEEN GRANTED THE RIGHT TO CARRY ON THE RESTRICTED BUSINESS OR ANY
OTHER GEOGRAPHIC AREA IN WHICH THE COMPANY OR ANY OF ITS AFFILIATES CONDUCTS THE
RESTRICTED BUSINESS (PROVIDED THAT FOR PERIODS AFTER EXECUTIVE'S TERMINATION
DATE, THE FOREGOING SHALL APPLY ONLY TO BTAS IN WHICH THE COMPANY OR ANY OF ITS
AFFILIATES HAS BEEN GRANTED THE RIGHT TO CARRY ON THE RESTRICTED BUSINESS, OR
OTHER GEOGRAPHIC AREAS IN WHICH THE COMPANY OR ANY OF ITS AFFILIATES CONDUCTS
THE RESTRICTED BUSINESS, AS OF EXECUTIVE'S TERMINATION DATE).
8.
EQUITABLE REMEDIES. EXECUTIVE
ACKNOWLEDGES THAT THE COMPANY WOULD BE IRREPARABLY INJURED BY A VIOLATION OF
SECTIONS 6 OR 7 HEREOF AND EXECUTIVE AGREES THAT THE COMPANY, IN ADDITION TO ANY
OTHER REMEDIES AVAILABLE TO IT FOR SUCH BREACH OR THREATENED BREACH, SHALL BE
ENTITLED TO A PRELIMINARY INJUNCTION, TEMPORARY RESTRAINING ORDER, OR OTHER
EQUIVALENT RELIEF, RESTRAINING EXECUTIVE FROM ANY ACTUAL OR THREATENED BREACH OF
EITHER SECTION 6 OR 7. IF A BOND IS REQUIRED TO BE POSTED IN ORDER FOR THE
COMPANY TO SECURE AN INJUNCTION OR OTHER EQUITABLE REMEDY, THE PARTIES AGREE
THAT SAID BOND NEED NOT BE MORE THAN A NOMINAL SUM.
9.
NOTICES. ANY NOTICES PROVIDED FOR IN
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY
RECEIVED WHEN DELIVERED IN PERSON OR SENT BY FACSIMILE TRANSMISSION, ON THE
FIRST BUSINESS DAY AFTER IT IS SENT BY AIR EXPRESS COURIER SERVICE OR ON THE
SECOND BUSINESS DAY FOLLOWING DEPOSIT IN THE UNITED STATES REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID AND ADDRESSED, IN THE
CASE OF EXECUTIVE, TO THE MOST RECENT HOME ADDRESS REFLECTED IN THE COMPANY'S
RECORDS AND, IN THE CASE OF THE COMPANY, TO ITS PRINCIPAL EXECUTIVE OFFICES, OR
SUCH OTHER ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN
ACCORDANCE HEREWITH, EXCEPT THAT A NOTICE OF CHANGE OF ADDRESS SHALL BE
EFFECTIVE ONLY UPON ACTUAL RECEIPT. IN ADDITION, ON AND AFTER EXECUTIVE'S
TERMINATION DATE, THE COMPANY SHALL NOTIFY EXECUTIVE OF THE PERSON OR PERSONS
EXECUTIVE SHOULD CONTACT REGARDING MATTERS RELATING TO THIS AGREEMENT (AND THE
ADDRESS AND TELEPHONE NUMBER OF SUCH PERSON OR PERSONS) AND ANY CHANGES TO SUCH
CONTACT INFORMATION. ALL NOTICES PURSUANT TO THE PRECEDING SENTENCE SHALL BE
GIVEN IN ACCORDANCE WITH THIS SECTION 9.
10.
WITHHOLDING AND TAX TREATMENT. ALL
COMPENSATION PAYABLE UNDER THIS AGREEMENT SHALL BE SUBJECT TO CUSTOMARY
WITHHOLDING TAXES AND OTHER EMPLOYMENT TAXES AS MAY BE REQUIRED WITH RESPECT TO
COMPENSATION PAID BY A CORPORATION TO AN EMPLOYEE AND THE AMOUNT OF COMPENSATION
PAYABLE HEREUNDER SHALL BE REDUCED APPROPRIATELY TO REFLECT THE AMOUNT OF ANY
REQUIRED WITHHOLDING. EXCEPT AS SPECIFICALLY REQUIRED HEREIN, THE COMPANY SHALL
HAVE NO OBLIGATION TO MAKE ANY PAYMENTS TO EXECUTIVE OR TO MAKE EXECUTIVE WHOLE
FOR THE AMOUNT OF ANY REQUIRED TAXES. NOTWITHSTANDING THE FOREGOING, IF
WITHHOLDING FROM ANY AMOUNT PAYABLE UNDER
10
THIS AGREEMENT IS REQUIRED PRIOR TO THE PAYMENT DATE FOR SUCH AMOUNT AND IF SUCH
AMOUNT IS SUBJECT TO