ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH
CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION AND THE COMPANY OR ANY
SUBSIDIARY (INCLUDING, WITHOUT LIMITATION, MAKING ANY NEGATIVE OR DISPARAGING
STATEMENTS OR COMMUNICATIONS REGARDING THE COMPANY OR ITS SUBSIDIARIES).
(C)
IF, AT THE TIME OF ENFORCEMENT OF THIS
PARAGRAPH 6, A COURT SHALL HOLD THAT THE DURATION, SCOPE OR AREA RESTRICTIONS
STATED HEREIN ARE UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES
AGREE THAT THE MAXIMUM DURATION, SCOPE OR AREA REASONABLE UNDER SUCH
CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED DURATION, SCOPE OR AREA AND
THAT THE COURT SHALL BE ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO
COVER THE MAXIMUM PERIOD, SCOPE AND AREA PERMITTED BY LAW.
EXECUTIVE
ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN THIS PARAGRAPH 6 ARE REASONABLE
AND THAT HE HAS REVIEWED THE PROVISIONS OF THIS AGREEMENT WITH HIS LEGAL
COUNSEL.
(D)
IN THE EVENT OF THE BREACH OR A THREATENED
BREACH BY EXECUTIVE OF ANY OF THE PROVISIONS OF THIS PARAGRAPH 6, THE COMPANY
WOULD SUFFER IRREPARABLE HARM, AND IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS
AND REMEDIES EXISTING IN ITS FAVOR, THE COMPANY SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT OF
COMPETENT JURISDICTION IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE
PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER SECURITY).
IN ADDITION, IN
THE EVENT OF AN ALLEGED BREACH OR VIOLATION BY EXECUTIVE OF THIS PARAGRAPH 6,
THE NONCOMPETE PERIOD SHALL BE TOLLED UNTIL SUCH BREACH OR VIOLATION HAS BEEN
DULY CURED.
EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN PARAGRAPH
6 ARE REASONABLE AND THAT HE HAS REVIEWED THE PROVISIONS OF THIS AGREEMENT WITH
HIS LEGAL COUNSEL.
(E)
CHANGE IN CONTROL OF THE COMPANY.
IN THE
EVENT OF A CHANGE IN CONTROL OF THE COMPANY (AS DEFINED IN THE COMPANY'S 2003
STOCK OPTION PLAN), THE PROVISIONS OF THIS SECTION 6 SHALL, ON AND AFTER SUCH
TIME, CEASE TO APPLY AND BE OF NO FURTHER FORCE AND EFFECT.
7.
EXECUTIVE'S REPRESENTATIONS.
EXECUTIVE
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT BY EXECUTIVE DO NOT AND SHALL NOT CONFLICT
WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT,
INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH EXECUTIVE IS A PARTY OR BY WHICH
HE IS BOUND, (II) EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT
AGREEMENT, NONCOMPETE AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER
PERSON OR ENTITY AND (III) UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
THE COMPANY, THIS AGREEMENT SHALL BE THE VALID AND BINDING OBLIGATION OF
EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
EXECUTIVE HEREBY
ACKNOWLEDGES AND REPRESENTS THAT HE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL
REGARDING HIS
7
rights and obligations under this Agreement and that he fully understands the
terms and conditions contained herein.
8.
SURVIVAL.
PARAGRAPHS 4 THROUGH 27
SHALL SURVIVE AND CONTINUE IN FULL FORCE IN ACCORDANCE WITH THEIR TERMS
NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THE