TERMINATION OF EXECUTIVE'S
EMPLOYMENT FOR ANY REASON, EXECUTIVE WILL NOT RECRUIT SOLICIT OR INDUCE, OR
ATTEMPT TO INDUCE, ANY EMPLOYEE OR EMPLOYEES OF THE COMPANY TO TERMINATE THEIR
EMPLOYMENT WITH, OR OTHERWISE CEASE THEIR RELATIONSHIP WITH, THE COMPANY;
PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT APPLY IN THE EVENT A
TERMINATION ON CIC.
(C)
DURING HIS EMPLOYMENT WITH THE COMPANY AND AT ALL TIMES
THEREAFTER, EXECUTIVE SHALL NOT MAKE ANY STATEMENTS THAT ARE PROFESSIONALLY OR
PERSONALLY DISPARAGING ABOUT, OR ADVERSE TO, THE INTERESTS OF THE COMPANY OR ANY
OF ITS DIVISIONS, AFFILIATES, SUBSIDIARIES OR OTHER RELATED ENTITIES, OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, "COMPANY-RELATED PARTIES"), INCLUDING, BUT NOT LIMITED TO, ANY
STATEMENTS THAT DISPARAGE ANY PERSON, PRODUCT, SERVICE, FINANCES, FINANCIAL
CONDITION, CAPABILITY OR ANY OTHER ASPECT OF THE BUSINESS OF ANY COMPANY-RELATED
PARTY, AND THAT EXECUTIVE WILL NOT ENGAGE IN ANY CONDUCT WHICH COULD REASONABLY
BE EXPECTED TO HARM PROFESSIONALLY OR PERSONALLY THE REPUTATION OF ANY
COMPANY-RELATED PARTY.
7.3
IF ANY RESTRICTION SET FORTH IN THIS SECTION 7 IS FOUND BY ANY
COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BECAUSE IT EXTENDS FOR TOO
LONG A PERIOD OF TIME OR OVER TOO GREAT A RANGE OF ACTIVITIES OR IN TOO BROAD A
GEOGRAPHIC AREA, IT SHALL BE INTERPRETED TO
6
EXTEND ONLY OVER THE MAXIMUM PERIOD OF TIME, RANGE OF ACTIVITIES OR GEOGRAPHIC
AREA AS TO WHICH IT MAY BE ENFORCEABLE.
7.4
THE RESTRICTIONS CONTAINED IN THIS SECTION 7 ARE NECESSARY FOR THE
PROTECTION OF THE BUSINESS AND GOODWILL OF THE COMPANY AND ARE CONSIDERED BY
EXECUTIVE TO BE REASONABLE FOR SUCH PURPOSE.
EXECUTIVE AGREES THAT ANY BREACH
OF THIS SECTION 7 WILL CAUSE THE COMPANY SUBSTANTIAL AND IRREVOCABLE DAMAGE AND
THEREFORE, IN THE EVENT OF ANY SUCH BREACH, IN ADDITION TO SUCH OTHER REMEDIES
WHICH MAY BE AVAILABLE, THE COMPANY SHALL HAVE THE RIGHT TO SEEK SPECIFIC
PERFORMANCE AND INJUNCTIVE RELIEF.
8.
OTHER AGREEMENTS.
EXECUTIVE REPRESENTS THAT HIS PERFORMANCE OF ALL THE
TERMS OF THIS AGREEMENT AS AN EXECUTIVE OF THE COMPANY DOES NOT AND WILL NOT
BREACH ANY (I) AGREEMENT TO KEEP IN CONFIDENCE PROPRIETARY INFORMATION,
KNOWLEDGE OR DATA ACQUIRED BY HIM IN CONFIDENCE OR IN TRUST PRIOR TO HIS
EMPLOYMENT WITH THE COMPANY OR (II) AGREEMENT TO REFRAIN FROM COMPETING,
DIRECTLY OR INDIRECTLY, WITH THE BUSINESS OF ANY PREVIOUS EMPLOYER OR ANY OTHER
PARTY.
9.
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED UNDER THIS AGREEMENT SHALL BE
IN WRITING AND SHALL BE DEEMED EFFECTIVE UPON (A) A PERSONAL DELIVERY, OR (B)
DEPOSIT IN THE UNITED STATES POST OFFICE, BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE AGREEMENTS RELATED TO THE
RESTRICTED SHARES CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
THAT CERTAIN EMPLOYMENT AGREEMENT BETWEEN THE PARTIES DATED JUNE 7, 2005, AS
AMENDED JULY 7, 2005 AND DECEMBER 5, 2005, WHICH THIS AGREEMENT AMENDS AND