IRREPARABLE AND EXTREMELY DIFFICULT TO ESTIMATE,
MAKING ANY REMEDY AT LAW OR IN DAMAGES INADEQUATE. ACCORDINGLY, THE PARTIES
AGREE THAT THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE RELIEF AGAINST EXECUTIVE
IN THE EVENT OF ANY BREACH OR THREATENED BREACH OF ANY SUCH PROVISIONS BY
EXECUTIVE, IN ADDITION TO ANY OTHER RELIEF (INCLUDING DAMAGES) AVAILABLE TO THE
COMPANY UNDER THIS AGREEMENT OR UNDER LAW. EXECUTIVE EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE RESTRICTIONS CONTAINED IN SECTIONS 6(A)-(B) (AND THE SECTIONS OF
THE SEVERANCE AGREEMENT REFERENCED THEREIN) OF THIS AGREEMENT DO NOT PRECLUDE
HIM FROM EARNING A LIVELIHOOD, NOR DO THEY UNREASONABLY IMPOSE LIMITATIONS ON
HIS ABILITY TO EARN A LIVING. IN ADDITION, EXECUTIVE AGREES AND ACKNOWLEDGES
THAT THE POTENTIAL HARM TO THE COMPANY OF ITS NON-ENFORCEMENT OF SECTIONS
6(A)-(B) (AND THE SECTIONS OF THE SEVERANCE AGREEMENT REFERENCED THEREIN)
OUTWEIGHS ANY HARM TO THE EXECUTIVE OF ITS ENFORCEMENT OF SUCH SECTIONS BY
INJUNCTION OR OTHERWISE.
14.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
6
The parties have duly executed this Agreement as of the date first written
below.
EXECUTIVE:
/s/ William C. Dow
Date:
May 4, 2006
William Dow
COMPANY:
Aksys, Ltd.
By:
/s/ Laurence P. Birch
Date:
May 4, 2006
Name:
Title: