OF THIS AGREEMENT, AS DETERMINED IN THE SOLE
DISCRETION OF THE COMPANY; (II) YOUR FAILURE TO COMPLY IN A MATERIAL RESPECT
WITH, OR A MATERIAL BREACH OF, ANY (X) RULE OR REGULATION OF A REGULATORY OR
SELF REGULATORY AGENCY WITH JURISDICTION OVER THE ACTIVITIES OF THE COMPANY OR
ITS AFFILIATES OR (Y) ANY POLICY OF THE COMPANY OR ITS AFFILIATES PREVIOUSLY
ADVISED IN WRITING, OR GENERALLY MADE AVAILABLE, TO EMPLOYEES, APPLICABLE TO ITS
OPERATIONS OR EMPLOYEES GENERALLY OR, WITH RESPECT TO ITS INVESTMENT OPERATIONS,
APPLICABLE TO SUCH INVESTMENT OPERATIONS GENERALLY; (III) YOUR CONVICTION OF, OR
PLEADING OF GUILTY OR NOLO CONTENDERE TO, ANY FELONY IN A DOMESTIC OR FOREIGN
COURT (OTHER THAN MOTOR VEHICLE VIOLATIONS NOT SUBJECT TO A CUSTODIAL PENALTY),
OR TO A MISDEMEANOR INVOLVING MORAL TURPITUDE; (IV) YOUR COMMISSION OF ANY ACT
(OR THE FAILURE TO ACT) WHICH TRIGGERS AN EVENT OF "CAUSE" AS DEFINED IN AND
PURSUANT TO ANY GOVERNING DOCUMENT OF A FUND; OR (V) YOUR WILLFUL ENGAGEMENT IN,
OR THE FINDING, CHARGE OR ALLEGATION IN A JUDICIAL, ADMINISTRATIVE OR ARBITRAL
TRIBUNAL THAT YOU HAVE ENGAGED IN CONDUCT THAT IS MATERIALLY INJURIOUS TO THE
COMPANY OR ITS AFFILIATES (INCLUDING THE MAKING OF MATERIALLY DISPARAGING OR
DEROGATORY COMMENTS ABOUT THE COMPANY OR ANY OF ITS AFFILIATES, EXCEPT AS SUCH
STATEMENTS OR COMMENTS MAY BE MADE PURSUANT TO ANY LEGAL PROCEEDING), MONETARILY
OR OTHERWISE; PROVIDED THAT IN THE CASE OF CLAUSES (I) AND (II), YOU HAVE BEEN
PROVIDED WITH WRITTEN NOTICE OF SUCH FAILURE OR BREACH AND SHALL HAVE FAILED TO
CURE THE SAME WITHIN 30 DAYS AFTER RECEIPT OF SUCH NOTICE (BUT ONLY IF SUCH
BREACH IS CURABLE).
For purposes of this Agreement "Forced Relocation" shall mean your resignation
from the Company within 30 days after the Company indicates to you in writing
and without your consent that it will require you to relocate outside of a 100
miles radius of the Company's headquarters.
3
(d)
During the investment period for DPLC, you
agree to offer to DPLC investment opportunities that are presented to you that
are consistent with DPLC's investment objectives to the extent set forth in the
Company's Related Party Transaction Policy.
5.
ENFORCEMENT.
THE COVENANTS CONTAINED
IN SECTIONS 1 THROUGH 4 OF THIS AGREEMENT (THE "RESTRICTIVE COVENANTS") SHALL BE
ENFORCED TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAWS OF THE STATE OF NEW
YORK.
THESE OBLIGATIONS ARE NOT LIMITED IN TIME TO THE DURATION OF YOUR
EMPLOYMENT AND RATHER SHALL SURVIVE THE TERMINATION OF YOUR EMPLOYMENT,
IRRESPECTIVE OF THE REASON FOR SUCH TERMINATION.
YOU ACKNOWLEDGE AND AGREE THAT
YOUR SERVICES FOR AND RELATIONSHIP WITH THE COMPANY, ITS AFFILIATES, THE FUNDS,
AND PEGASUS DEERFIELD (AIV), LLC AND ITS AFFILIATES (COLLECTIVELY, "PEGASUS")
ARE OF A SPECIAL CHARACTER, WITH A UNIQUE VALUE TO THE COMPANY, ITS AFFILIATES,
THE FUNDS AND PEGASUS, THE LOSS OF WHICH CANNOT BE ADEQUATELY COMPENSATED BY
DAMAGES OR AN ACTION AT LAW, AND THAT DURING YOUR EMPLOYMENT BY THE COMPANY, YOU
WILL HAVE ACCESS TO AND BECOME ACQUAINTED WITH CONFIDENTIAL INFORMATION AND