PARTIES
AGREE THAT THE COVENANTS CONTAINED IN THIS SECTION 10 ARE NECESSARY TO PROTECT
THE VALUE OF THE BUSINESS OF THE COMPANY AND THAT A BREACH OF ANY SUCH COVENANT
WOULD RESULT IN IRREPARABLE AND CONTINUING DAMAGE FOR WHICH THERE WOULD BE NO
ADEQUATE REMEDY AT LAW.
THE PARTIES AGREE THEREFORE THAT IN THE EVENT OF A
BREACH OR THREATENED BREACH OF THIS AGREEMENT, THE COMPANY OR ITS SUCCESSORS OR
ASSIGNS MAY, IN ADDITION TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR,
APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE OR OTHER RELIEF IN ORDER TO ENFORCE, OR PREVENT ANY VIOLATIONS OF,
THE PROVISIONS HEREOF.
THE PARTIES FURTHER AGREE THAT IN THE EVENT THE COMPANY
IS GRANTED ANY SUCH INJUNCTIVE OR OTHER RELIEF, THE COMPANY SHALL NOT BE
REQUIRED TO POST ANY BOND OR SECURITY THAT MAY OTHERWISE NORMALLY BE ASSOCIATED
WITH SUCH RELIEF.
11.
MISCELLANEOUS PROVISIONS.
(A)
NOTICE.
NOTICES AND ALL OTHER COMMUNICATIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE IN WRITING, SHALL BE EFFECTIVE WHEN GIVEN, AND IN ANY EVENT
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN (I) WHEN DELIVERED, IF PERSONALLY
DELIVERED, (II) THREE (3) BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAIL, IF
MAILED BY U.S. REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR (III)
ONE (1) BUSINESS DAY AFTER THE BUSINESS DAY OF DEPOSIT WITH FEDERAL EXPRESS OR
SIMILAR OVERNIGHT COURIER, IF SO DELIVERED, FREIGHT PREPAID.
IN THE CASE OF
EMPLOYEE, NOTICES SHALL BE ADDRESSED TO HIM AT THE HOME ADDRESS WHICH HE MOST
RECENTLY COMMUNICATED TO THE COMPANY IN WRITING.
IN THE CASE OF THE COMPANY,
NOTICES SHALL BE ADDRESSED TO ITS CORPORATE HEADQUARTERS, AND ALL NOTICES SHALL
BE DIRECTED TO THE ATTENTION OF ITS CORPORATE SECRETARY.
(B)
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY OR EMPLOYEE
SHALL BE COMMUNICATED BY A NOTICE OF TERMINATION TO THE OTHER PARTY HERETO GIVEN
IN ACCORDANCE WITH PARAGRAPH (A) HEREOF.
SUCH NOTICE SHALL INDICATE THE
SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON.
6
(C)
SUCCESSORS.
(I)
COMPANY'S SUCCESSORS.
ANY SUCCESSOR TO THE COMPANY (WHETHER
DIRECT OR INDIRECT AND WHETHER BY PURCHASE, LEASE, MERGER, CONSOLIDATION,
LIQUIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS
AND/OR ASSETS SHALL BE ENTITLED TO ASSUME THE RIGHTS AND SHALL BE OBLIGATED TO
ASSUME THE OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT AND SHALL AGREE TO
PERFORM THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT IN THE SAME MANNER AND TO
THE SAME EXTENT AS THE COMPANY WOULD BE REQUIRED TO PERFORM SUCH OBLIGATIONS IN
THE ABSENCE OF A SUCCESSION.
FOR ALL PURPOSES UNDER THIS AGREEMENT, THE TERM
"COMPANY" SHALL INCLUDE ANY SUCCESSOR TO THE COMPANY'S BUSINESS AND/OR ASSETS
WHICH EXECUTES AND DELIVERS THE ASSUMPTION AGREEMENT DESCRIBED IN THIS
SUBSECTION (I) OR WHICH BECOMES BOUND BY THE TERMS OF THIS AGREEMENT BY
OPERATION OF LAW.
(II)
EMPLOYEE'S SUCCESSORS.
THE TERMS OF THIS AGREEMENT AND ALL
RIGHTS OF EMPLOYEE HEREUNDER SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE
BY, EMPLOYEE'S PERSONAL OR LEGAL REPRESENTATIVES,