THE RESTRICTIONS CONTAINED IN THE RESTRICTIVE COVENANTS DO NOT IMPOSE AN
UNDUE HARDSHIP ON YOU AND, SINCE YOU HAS GENERAL BUSINESS SKILLS WHICH MAY BE
USED IN INDUSTRIES OTHER THAN THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES,
DO NOT DEPRIVE YOU OF YOUR LIVELIHOOD.
YOU AGREE THAT THE RESTRICTIVE COVENANTS
SHALL BE CONSTRUED AS AGREEMENTS INDEPENDENT OF ANY OTHER PROVISIONS OF THIS
AGREEMENT AND SHALL SURVIVE ANY ORDER OF A COURT OF COMPETENT JURISDICTION
TERMINATING ANY OTHER PROVISIONS OF THIS AGREEMENT.
(B)
THE PARTIES AGREE THAT TO THE EXTENT ANY PROVISION OR PORTION OF
THE RESTRICTIVE COVENANTS SHALL BE HELD, FOUND OR DEEMED TO BE UNREASONABLE,
UNLAWFUL OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN ANY SUCH
PROVISION OR PORTION THEREOF SHALL BE DEEMED TO BE MODIFIED TO THE EXTENT
NECESSARY IN ORDER THAT ANY SUCH PROVISION OR PORTION THEREOF SHALL BE LEGALLY
ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND FURTHER AGREE
THAT IF ANY PART OF THE RESTRICTIVE COVENANTS SHALL BE SO FOUND OR DEEMED
UNREASONABLE, UNLAWFUL OR UNENFORCEABLE, SUCH UNENFORCEABILITY SHALL NOT AFFECT
THE REMAINING PORTIONS OF THE RESTRICTIVE COVENANTS, WHICH SHALL BE FULLY
ENFORCED; AND THE PARTIES DO FURTHER AGREE THAT ANY COURT OF COMPETENT
JURISDICTION SHALL, AND THE PARTIES HERETO DO HEREBY EXPRESSLY AUTHORIZE,
REQUIRE AND EMPOWER ANY COURT OF COMPETENT JURISDICTION TO, ENFORCE ANY SUCH
PROVISION OR
3
PORTION THEREOF IN ORDER THAT ANY SUCH PROVISION OR PORTION THEREOF SHALL BE
ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
(C)
AS THE VIOLATION BY YOU OF THE RESTRICTIVE COVENANTS WOULD CAUSE
IRREPARABLE HARM WHICH CANNOT BE ADEQUATELY COMPENSATED IN DAMAGES TO THE
COMPANY DUE TO, AMONG OTHER THINGS, THE KNOWLEDGE BY YOU OF TRADE SECRETS AND
PROPRIETARY INFORMATION OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, AND
THERE IS NO ADEQUATE REMEDY AT LAW FOR SUCH VIOLATION, THE COMPANY SHALL HAVE
THE RIGHT IN ADDITION TO ANY OTHER REMEDIES AVAILABLE, AT LAW OR IN EQUITY, TO
INJUNCTIVE OR OTHER EQUITABLE RELIEF TO RESTRAIN YOU FROM VIOLATING SUCH
PROVISIONS (WITHOUT ANY REQUIREMENT TO POST A BOND OR OTHER SECURITY).
YOU
HEREBY WAIVE ANY AND ALL DEFENSES YOU MAY HAVE ON THE GROUND OF LACK OF
COMPETENCE OF THE COURT TO GRANT AN INJUNCTION OR OTHER EQUITABLE RELIEF.
THE
EXISTENCE OF THIS RIGHT SHALL NOT PRECLUDE ANY OTHER RIGHTS AND REMEDIES AT LAW
OR IN EQUITY WHICH THE COMPANY MAY HAVE.
8.
PUBLICITY.
THE PARTIES AGREE TO CONSULT EACH OTHER WITH RESPECT
TO ANY PUBLIC DISCLOSURE REGARDING THIS AGREEMENT AND THE TERMINATION OF YOUR
EMPLOYMENT; PROVIDED, HOWEVER, THAT YOU AGREE THAT THE COMPANY CAN, WITHOUT
OBTAINING ANY ADDITIONAL CONSENT FROM YOU, DISCLOSE (A) THE OCCURRENCE AND DATE
OF THE TERMINATION OF YOUR EMPLOYMENT AND (B) THAT THE REASON FOR THE
TERMINATION IS SO THAT YOU MAY RETIRE FROM ACTIVE SERVICE TO THE COMPANY.
9.
VESTING OF AWARDS.
ON THE TERMINATION DATE, ANY PORTION OF THE
RESTRICTED STOCK AND
RESTRICTED STOCK UNITS LISTED ON SCHEDULE A ATTACHED
HERETO THAT ARE