THE EXECUTIVE SHALL NOTIFY THE COMPANY
OF THE EXECUTIVE'S THEN CURRENT EMPLOYMENT STATUS. FOR PURPOSES OF THIS
AGREEMENT, THE "NON-COMPETITION TERM" SHALL MEAN THE PERIOD BEGINNING ON THE
TERMINATION DATE AND ENDING ON THE FIRST ANNIVERSARY OF SUCH DATE. ANY MATERIAL
BREACH OF THE TERMS OF THIS PARAGRAPH SHALL BE CONSIDERED CAUSE UNDER SECTION
16.4.
(B)
THE EXECUTIVE AGREES THAT ANY BREACH OF THE TERMS OF THIS SECTION
7 WOULD RESULT IN IRREPARABLE INJURY AND DAMAGE TO THE COMPANY AND/OR ITS
SUBSIDIARIES OR AFFILIATES FOR WHICH THE COMPANY AND/OR ITS SUBSIDIARIES OR
AFFILIATES WOULD HAVE NO
5
ADEQUATE REMEDY AT LAW; THE EXECUTIVE THEREFORE ALSO AGREES THAT IN THE EVENT OF
SAID BREACH OR ANY THREAT OF BREACH, THE COMPANY AND/OR ITS SUBSIDIARIES OR
AFFILIATES, AS APPLICABLE, SHALL BE ENTITLED TO AN IMMEDIATE INJUNCTION AND
RESTRAINING ORDER TO PREVENT SUCH BREACH AND/OR THREATENED BREACH AND/OR
CONTINUED BREACH BY THE EXECUTIVE AND/OR ANY AND ALL PERSONS AND/OR ENTITIES
ACTING FOR AND/OR WITH THE EXECUTIVE, WITHOUT HAVING TO PROVE DAMAGES, IN
ADDITION TO ANY OTHER REMEDIES TO WHICH THE COMPANY AND/OR ITS SUBSIDIARIES OR
AFFILIATES MAY BE ENTITLED AT LAW OR IN EQUITY. THE TERMS OF THIS PARAGRAPH
SHALL NOT PREVENT THE COMPANY AND/OR ITS SUBSIDIARIES OR AFFILIATES FROM
PURSUING ANY OTHER AVAILABLE REMEDIES FOR ANY BREACH OR THREATENED BREACH
HEREOF, INCLUDING BUT NOT LIMITED TO THE RECOVERY OF DAMAGES FROM THE EXECUTIVE.
THE EXECUTIVE AND THE COMPANY FURTHER AGREE THAT THE PROVISIONS OF THE COVENANTS
CONTAINED IN THIS SECTION 7 ARE REASONABLE AND NECESSARY TO PROTECT THE
BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES BECAUSE OF THE
EXECUTIVE'S ACCESS TO CONFIDENTIAL INFORMATION AND HIS MATERIAL PARTICIPATION IN
THE OPERATION OF SUCH BUSINESSES. SHOULD A COURT OR ARBITRATOR DETERMINE,
HOWEVER, THAT ANY PROVISION OF THE COVENANTS CONTAINED IN THIS SECTION 7 IS NOT
REASONABLE OR VALID, EITHER IN PERIOD OF TIME, GEOGRAPHICAL AREA, OR OTHERWISE,
THE PARTIES HERETO AGREE THAT SUCH COVENANTS SHOULD BE INTERPRETED AND ENFORCED
TO THE MAXIMUM EXTENT WHICH SUCH COURT OR ARBITRATOR DEEMS REASONABLE OR VALID.
THE EXISTENCE OF ANY CLAIM OR CAUSE OF ACTION BY THE EXECUTIVE AGAINST THE
COMPANY AND/OR ITS SUBSIDIARIES OR AFFILIATES, WHETHER PREDICATED ON THIS
AGREEMENT OR OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO THE ENFORCEMENT BY THE
COMPANY OF THE COVENANTS CONTAINED IN THIS SECTION 7.
8.
NOTICE.
FOR THE PURPOSES OF THIS AGREEMENT, NOTICES AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT (INCLUDING ANY NOTICE OF
TERMINATION) SHALL BE IN WRITING, SHALL BE SIGNED BY THE EXECUTIVE IF TO THE
COMPANY OR BY A DULY AUTHORIZED OFFICER OF THE COMPANY IF TO THE EXECUTIVE, AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED OR SENT BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE
RESPECTIVE ADDRESSES LAST GIVEN BY EACH PARTY TO THE OTHER, PROVIDED THAT ALL
NOTICES TO THE COMPANY SHALL BE DIRECTED TO THE ATTENTION OF THE BOARD WITH A
COPY TO THE SECRETARY OF THE COMPANY. ALL NOTICES AND