TO THIRD PARTIES
THE COMPANY OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS OR DIRECTORS,
OR THEIR RESPECTIVE EMPLOYEES OR OWNERS WHO WERE SUCH EMPLOYEES OR OWNERS DURING
THE TERM, OR, DURING THE TERM AND THE RESTRICTED PERIOD ONLY, THEIR RESPECTIVE
CUSTOMERS WHO WERE SUCH CUSTOMERS DURING THE TERM.
DURING THE TERM AND AT ALL
TIMES THEREAFTER, THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS
AND DIRECTORS SHALL NOT DISPARAGE OR DEFAME EXECUTIVE TO THIRD PARTIES.
NOTHING
CONTAINED IN THIS SECTION 6(F) SHALL PRECLUDE EXECUTIVE OR THE COMPANY OR ANY OF
THE COMPANY'S AFFILIATES FROM ENFORCING HER OR THEIR RESPECTIVE RIGHTS UNDER
THIS EMPLOYMENT AGREEMENT.
(G)
REASONABLE AND CONTINUING OBLIGATIONS.
EXECUTIVE AGREES THAT EXECUTIVE'S OBLIGATIONS UNDER THIS SECTION 6 ARE
OBLIGATIONS WHICH WILL CONTINUE BEYOND THE DATE EXECUTIVE'S EMPLOYMENT
TERMINATES AND THAT SUCH OBLIGATIONS ARE REASONABLE, FAIR AND EQUITABLE IN
SCOPE, TERMS AND DURATION, ARE NECESSARY TO PROTECT THE COMPANY'S LEGITIMATE
BUSINESS INTERESTS AND ARE A MATERIAL INDUCEMENT TO THE COMPANY TO ENTER INTO
THIS EMPLOYMENT AGREEMENT.
12
(H)
REMEDY FOR BREACH.
EXECUTIVE AGREES THAT
THE REMEDIES AT LAW OF THE COMPANY FOR ANY ACTUAL OR THREATENED BREACH BY
EXECUTIVE OF THE COVENANTS IN THIS SECTION 6 WOULD BE INADEQUATE AND THAT THE
COMPANY SHALL BE ENTITLED TO (I) CEASE OR WITHHOLD PAYMENT TO EXECUTIVE OF ANY
SEVERANCE PAYMENTS OR BENEFITS DESCRIBED IN SECTION 5 FOR WHICH SHE OTHERWISE
QUALIFIES UNDER SECTION 5, AND/OR (II) SPECIFIC PERFORMANCE OF THE COVENANTS IN
THIS SECTION 6, INCLUDING ENTRY OF A TEMPORARY RESTRAINING ORDER IN STATE OR
FEDERAL COURT, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF AGAINST ACTIVITIES IN
VIOLATION OF THIS SECTION 6, OR BOTH, OR OTHER APPROPRIATE JUDICIAL REMEDY, WRIT
OR ORDER, IN ADDITION TO ANY DAMAGES AND LEGAL EXPENSES WHICH THE COMPANY MAY BE
LEGALLY ENTITLED TO RECOVER.
THE COMPANY AGREES TO GIVE EXECUTIVE, AND, IF
KNOWN, EXECUTIVE'S ATTORNEY, NOTICE OF ANY LEGAL PROCEEDING, INCLUDING ANY
APPLICATION FOR A TEMPORARY RESTRAINING ORDER, RELATING TO AN ATTEMPT TO ENFORCE
THE COVENANTS IN THIS SECTION 6 AGAINST EXECUTIVE.
EXECUTIVE ACKNOWLEDGES AND
AGREES THAT THE COVENANTS IN THIS SECTION 6 SHALL BE CONSTRUED AS AGREEMENTS
INDEPENDENT OF ANY OTHER PROVISION OF THIS EMPLOYMENT AGREEMENT OR ANY OTHER
AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE, AND THAT THE EXISTENCE OF ANY CLAIM
OR CAUSE OF ACTION BY EXECUTIVE AGAINST THE COMPANY, WHETHER PREDICATED UPON
THIS EMPLOYMENT AGREEMENT OR ANY OTHER AGREEMENT, SHALL NOT CONSTITUTE A DEFENSE
TO THE ENFORCEMENT BY THE COMPANY OF SUCH COVENANTS.
(I)
SCOPE OF COVENANTS.
THE COMPANY AND
EXECUTIVE FURTHER ACKNOWLEDGE THAT THE TIME, SCOPE, GEOGRAPHIC AREA AND OTHER
PROVISIONS OF THIS SECTION 6 HAVE BEEN SPECIFICALLY NEGOTIATED BY SOPHISTICATED
PARTIES AND AGREE THAT THEY CONSIDER THE RESTRICTIONS AND COVENANTS CONTAINED IN
THIS SECTION 6 TO BE REASONABLE AND NECESSARY FOR THE PROTECTION OF THE
INTERESTS OF THE COMPANY AND ITS AFFILIATES, BUT IF ANY SUCH RESTRICTION OR
COVENANT SHALL BE HELD BY ANY COURT OF COMPETENT JURISDICTION TO BE VOID BUT
WOULD BE VALID IF DELETED IN PART OR