TO ANY ENTITY WHOSE
PRIMARY BUSINESS PURPOSE IS NOT COMPETITIVE WITH ANY SERVICES RENDERED BY THE
COMPANY OR ANY RELATED ENTITY ON THE TERMINATION DATE.
(VI)
AS ADDITIONAL CONSIDERATION FOR THE
RESTRICTIONS UPON EXECUTIVE PURSUANT TO SECTIONS 4(D)(I), (II), (III) AND (IV),
THE COMPANY SHALL, DURING THE PERIOD OF RESTRICTION, PAY EXECUTIVE A MONTHLY PRO
RATA PORTION OF THE GUARANTEE FOR SUCH 12 MONTH PERIOD (UNLESS EXECUTIVE HAS
RECEIVED OR IS TO RECEIVE THE PAYMENTS AND OTHER CONSIDERATION SET FORTH IN
SECTION 5(B), (D) OR (E), WHICH EXECUTIVE AGREES IS AMPLE CONSIDERATION FOR
EXECUTIVE'S OBLIGATIONS UNDER THIS SECTION 4(D)). UPON ANY BREACH BY EXECUTIVE
OF THE RESTRICTIONS DURING THE PERIOD OF RESTRICTION, THE COMPANY'S OBLIGATION
TO PAY SUCH COMPENSATION SHALL IMMEDIATELY CEASE. THE COMPANY MAY, IN ITS SOLE
DISCRETION, AGREE BY NOTICE IN WRITING TO EXECUTIVE TO SHORTEN THE PERIOD OF
RESTRICTION.
(E)
COVENANTS REASONABLE;
ADDITIONAL REMEDIES; DUE CONSIDERATION.
(I)
EXECUTIVE ACKNOWLEDGES THAT HE WILL
OCCUPY A POSITION OF SIGNIFICANT RESPONSIBILITY AND TRUST, IN WHICH EXECUTIVE
WILL HAVE ACCESS TO
10
CONFIDENTIAL INFORMATION AND WILL BE PRIVY TO THE CONFIDENTIAL BUSINESS PLANS
AND PROSPECTS OF THE COMPANY AND ITS RELATED ENTITIES, THAT EXECUTIVE'S
RELATIONSHIPS WITH CUSTOMERS, CLIENTS, SUPPLIERS AND EMPLOYEES OF THE COMPANY
AND/OR ITS RELATED ENTITIES MAY BE CRITICAL TO THE CONTINUED SUCCESS OF THE
COMPANY AND/OR ITS RELATED ENTITIES, THAT THE BUSINESS OF THE COMPANY AND ITS
RELATED ENTITIES ARE CONDUCTED ON A WORLDWIDE BASIS, AND THAT EXECUTIVE'S
SERVICES UNDER THIS AGREEMENT ARE IMPORTANT, VALUABLE AND UNIQUE.
EXECUTIVE
(I) FURTHER ACKNOWLEDGES THAT THE RESTRICTIVE COVENANTS OF THIS SECTION 4 ARE
REASONABLY NECESSARY TO PROTECT VALUABLE BUSINESS INTERESTS OF THE COMPANY AND
ITS RELATED ENTITIES AND THAT IT IS THE EXECUTIVE'S INTENTION AND THE INTENTION
OF THE COMPANY THAT SUCH RESTRICTIONS AND REMEDIES SHALL BE ENFORCEABLE TO THE
FULLEST EXTENT PERMISSIBLE BY LAW, AND (II) ACKNOWLEDGES THAT THE PROVISIONS OF
THIS SECTION 4 ARE IN ADDITION TO, AND NOT IN SUBSTITUTION OF, ANY RESTRICTIVE
COVENANTS TO WHICH EXECUTIVE IS SUBJECT PURSUANT TO ANY AGREEMENT WITH JERSEY
PARTNERS, INC.
IF IT SHALL BE FOUND BY A COURT OF COMPETENT JURISDICTION THAT
ANY SUCH RESTRICTION OR REMEDY IS UNENFORCEABLE BUT WOULD BE ENFORCEABLE IF SOME
PART THEREOF WERE DELETED, THEN SUCH RESTRICTION OR REMEDY SHALL APPLY WITH SUCH
DELETION AS SHALL BE NECESSARY TO MAKE IT ENFORCEABLE.
(II)
THE PARTIES HERETO ACKNOWLEDGE THAT THE
PERIOD OF RESTRICTION APPLICABLE TO THE FOREGOING COVENANTS MAY BE SHORTENED IN
THE SOLE AND ABSOLUTE DISCRETION OF THE COMPANY, AND THAT THE COMPANY IS UNDER
NO OBLIGATION TO ENFORCE THE FULL PERIOD OF THE PERIOD OF RESTRICTION.
(III)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT IN THE EVENT OF A VIOLATION OF ANY OF THE PROVISIONS OF THIS SECTION 4
(INCLUDING SECTION 4(E)(I)), THE COMPANY AND/OR ITS RELATED ENTITIES WOULD
SUFFER IRREPARABLE HARM, THE DAMAGES SUFFERED BY THE COMPANY AND/OR ITS RELATED
ENTITIES MAY BE DIFFICULT TO ASCERTAIN, AND THE COMPANY AND/OR ITS RELATED
ENTITIES MAY NOT HAVE AN ADEQUATE REMEDY AT LAW.
ACCORDINGLY, THE