OF TWELVE (12) MONTHS AFTER THE TERMINATION DATE.
THE
PROVISIONS OF THIS SECTION 15 SHALL BE BINDING UPON AND ENFORCEABLE AGAINST ALL
SUCCESSORS AND ASSIGNS OF THE COMPANY.
A "CHANGE OF CONTROL" SHALL BE DEEMED TO
HAVE OCCURRED AFTER (A) THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
THE COMPANY, WHETHER IN A SINGLE TRANSACTION OR IN A SERIES OF TRANSACTIONS
OCCURRING WITHIN ANY SINGLE 12 MONTH PERIOD, (B) THE SALE BY ONE OR MORE
SHAREHOLDERS OF THE COMPANY, IN A SINGLE TRANSACTION OR IN A SERIES OF
TRANSACTIONS OCCURRING WITHIN ANY SINGLE 12 MONTH PERIOD, OF MORE THAN 50% OF
THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE COMPANY TO ANY INDIVIDUAL,
CORPORATION, TRUST OR OTHER ENTITY; OR (C) A MERGER, REORGANIZATION, EXCHANGE OF
STOCK OR OTHER SECURITIES, OR OTHER BUSINESS COMBINATION BETWEEN THE COMPANY AND
ANOTHER INDIVIDUAL, CORPORATION, TRUST OR OTHER ENTITY COMPRISED OF A SINGLE
TRANSACTION OR A SERIES OF TRANSACTIONS OCCURRING WITHIN ANY SINGLE 12 MONTH
PERIOD, RESULTING IN ANY INDIVIDUAL, CORPORATION, TRUST OR OTHER ENTITY OWNING
MORE THAN 50% OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE COMPANY.
16.
INTERPRETATION; SEVERABILITY.
RIGHTS AND RESTRICTIONS IN THIS
AGREEMENT MAY BE EXERCISED AND ARE APPLICABLE ONLY TO THE EXTENT THEY DO NOT
VIOLATE ANY APPLICABLE LAWS, AND ARE INTENDED TO BE LIMITED TO THE EXTENT
NECESSARY SO THEY WILL NOT RENDER THIS AGREEMENT ILLEGAL,
10
INVALID OR UNENFORCEABLE. IF ANY TERM SHALL BE HELD ILLEGAL, INVALID OR
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THE REMAINING TERMS SHALL
REMAIN IN FULL FORCE AND EFFECT. THIS AGREEMENT DOES NOT IN ANY WAY LIMIT
COMPANY'S RIGHTS UNDER THE LAWS OF AGENCY, FIDUCIARY OBLIGATION, UNFAIR
COMPETITION, TRADE SECRET, COPYRIGHT, PATENT, TRADEMARK OR ANY OTHER APPLICABLE
LAW(S), OR UNDER ANY OTHER AGREEMENT OR INSTRUMENT, ALL OF WHICH ARE IN ADDITION
TO RIGHTS UNDER THIS AGREEMENT. THE EXISTENCE OF A CLAIM BY EMPLOYEE, WHETHER
PREDICATED ON THIS AGREEMENT OR OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO
COMPANY'S ENFORCEMENT OF THIS AGREEMENT.
17.
REMEDIES FOR BREACH.
EMPLOYEE UNDERSTANDS AND AGREES THAT ANY
BREACH OF THIS AGREEMENT MAY CAUSE THE COMPANY GREAT AND IRREPARABLE HARM AND
THAT IT WOULD BE DIFFICULT OR IMPOSSIBLE TO ESTABLISH THE FULL MONETARY VALUE OF
SUCH DAMAGE. CONSEQUENTLY:
(A)
EMPLOYEE COVENANTS AND AGREES THAT ANY BREACH BY EMPLOYEE OF THE
AGREEMENT DURING EMPLOYEE'S EMPLOYMENT WITH THE COMPANY SHALL BE GROUNDS FOR
DISCIPLINARY ACTIONS UP TO AND INCLUDING DISMISSAL OF EMPLOYEE FOR CAUSE.
(B)
EMPLOYEE FURTHER COVENANTS AND AGREES THAT IN THE EVENT OF ANY
EMPLOYEE BREACH OF THIS AGREEMENT, EMPLOYEE CONSENTS TO THE ENTRY OF APPROPRIATE
PRELIMINARY AND PERMANENT INJUNCTIONS IN A COURT OF APPROPRIATE JURISDICTION,
WITHOUT THE POSTING OF A BOND OR OTHER SECURITY, IN ADDITION TO WHATEVER OTHER
REMEDIES THE COMPANY MAY HAVE. INJUNCTIVE RELIEF IS IN ADDITION TO ANY OTHER
AVAILABLE REMEDY, INCLUDING DAMAGES.
(C)
EMPLOYEE AGREES THAT EMPLOYEE WILL INDEMNIFY AND HOLD THE COMPANY
HARMLESS FROM ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING ATTORNEYS' FEES)
INCURRED BY THE COMPANY ARISING