ANY SHARES HE ACQUIRED UPON SUCH
EXERCISE OR VESTING, EXECUTIVE SHALL PAY TO THE COMPANY AN AMOUNT EQUAL TO THE
DIFFERENCE BETWEEN THE AGGREGATE SALE PRICE OF THE SHARES SOLD AND THE AGGREGATE
EXERCISE PRICE PAID BY EXECUTIVE FOR SUCH SHARES.
IF A COURT OF COMPETENT
JURISDICTION OR ARBITRAL TRIBUNAL DOES NOT FIND THAT THE COMPANY IS ENTITLED TO
CAUSE SUCH FORFEITURE IN ACCORDANCE WITH THE FOREGOING TERMS OF THIS
SECTION 5.6, THE COMPANY SHALL PAY (OR REIMBURSE, IF ALREADY PAID BY EXECUTIVE)
ALL REASONABLE EXPENSES ACTUALLY INCURRED BY EXECUTIVE IN CONNECTION WITH
CONTESTING SUCH ATTEMPTED FORFEITURE.
5.7 ENFORCEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT, BY VIRTUE OF
EXECUTIVE'S POSITION, SERVICES AND ACCESS TO AND USE OF CONFIDENTIAL RECORDS AND
PROPRIETARY INFORMATION, ANY VIOLATION BY EXECUTIVE OF ANY OF THE UNDERTAKINGS
CONTAINED IN THIS SECTION 5 WOULD CAUSE THE COMPANY IMMEDIATE, SUBSTANTIAL AND
IRREPARABLE INJURY FOR WHICH IT HAS NO ADEQUATE REMEDY AT LAW.
ACCORDINGLY,
EXECUTIVE AGREES AND CONSENTS TO THE ENTRY OF AN INJUNCTION OR OTHER EQUITABLE
RELIEF BY A COURT OF COMPETENT JURISDICTION RESTRAINING ANY VIOLATION OR
THREATENED VIOLATION OF ANY UNDERTAKING CONTAINED IN THIS SECTION 5.
EXECUTIVE
WAIVES POSTING OF ANY BOND OTHERWISE NECESSARY TO SECURE SUCH INJUNCTION OR
OTHER EQUITABLE RELIEF.
RIGHTS AND REMEDIES PROVIDED FOR IN THIS SECTION 5 ARE
CUMULATIVE AND SHALL BE IN ADDITION TO RIGHTS AND REMEDIES OTHERWISE AVAILABLE
TO THE PARTIES HEREUNDER OR UNDER ANY OTHER AGREEMENT OR APPLICABLE LAW.
5.8 COOPERATION WITH REGARD TO LITIGATION.
EXECUTIVE AGREES TO COOPERATE
REASONABLY WITH THE COMPANY, DURING THE TERM AND THEREAFTER, BY BEING AVAILABLE
TO TESTIFY ON BEHALF OF THE
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COMPANY IN ANY ACTION, SUIT, OR PROCEEDING, WHETHER CIVIL, CRIMINAL,
ADMINISTRATIVE, OR INVESTIGATIVE.
IN ADDITION, EXCEPT TO THE EXTENT THAT
EXECUTIVE HAS OR INTENDS TO ASSERT IN GOOD FAITH AN INTEREST OR POSITION ADVERSE
TO OR INCONSISTENT WITH THE INTEREST OR POSITION OF THE COMPANY, EXECUTIVE
AGREES TO COOPERATE REASONABLY WITH THE COMPANY, DURING THE TERM AND THEREAFTER
TO ASSIST THE COMPANY IN ANY SUCH ACTION, SUIT, OR PROCEEDING BY PROVIDING
INFORMATION AND MEETING AND CONSULTING WITH THE BOARD OF DIRECTORS OR ITS
REPRESENTATIVES OR COUNSEL, OR REPRESENTATIVES OR COUNSEL TO THE COMPANY, IN
EACH CASE, AS REASONABLY REQUESTED BY THE COMPANY.
THE COMPANY AGREES TO PAY
(OR REIMBURSE, IF ALREADY PAID BY EXECUTIVE) ALL REASONABLE EXPENSES ACTUALLY
INCURRED IN CONNECTION WITH EXECUTIVE'S COOPERATION AND ASSISTANCE INCLUDING,
WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL, IF ANY, CHOSEN
BY EXECUTIVE IF EXECUTIVE REASONABLY DETERMINES IN GOOD FAITH, ON THE ADVICE OF
COUNSEL, THAT THE COMPANY'S COUNSEL MAY NOT ETHICALLY REPRESENT EXECUTIVE IN
CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING DUE TO ACTUAL OR POTENTIAL
CONFLICTS OF INTERESTS.
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 4(K) AND
5.6, A BREACH OF THIS SECTION 5.6 OCCURRING MORE THAN SEVEN (7) YEARS AFTER THE
TERMINATION DATE SHALL NOT CONSTITUTE GROUNDS FOR CESSATION OF PAYMENTS AND
BENEFITS PURSUANT TO SECTION 4(K) OR FORFEITURE OF OPTIONS PURSUANT TO
SECTION 5.6 (PROVIDED THAT THE COMPANY MAY PURSUE ANY OTHER AVAILABLE