CGX OR ANY AFFILIATE.
10.
NO DISCLOSURE OF CONFIDENTIAL INFORMATION.
EXECUTIVE SHALL NOT
DIRECTLY OR INDIRECTLY KNOWINGLY DISCLOSE TO ANYONE OR USE OR OTHERWISE EXPLOIT
FOR EXECUTIVE'S OWN BENEFIT OR FOR THE BENEFIT OF ANYONE OTHER THAN CGX AND/OR
ANY OF THE AFFILIATES ANY CONFIDENTIAL INFORMATION.
11.
CONSIDERATION FOR RESTRICTIONS.
EXECUTIVE ACKNOWLEDGES THAT THE
RESTRICTIONS IMPOSED UNDER SECTIONS 3, 8, 9 AND 10 ARE SUPPORTED BY THE
CONSIDERATION TO BE RECEIVED BY EXECUTIVE PURSUANT TO THE TERMS OF THIS
AGREEMENT.
12.
PERMITTED ACTIVITIES.
THE RESTRICTIONS SET FORTH IN SECTIONS 3, 8
AND 9 OF THIS AGREEMENT SHALL NOT APPLY TO PERMITTED ACTIVITIES (AS DEFINED IN
SECTION 17 BELOW).
13.
REDUCTION OF RESTRICTIONS BY COURT ACTION.
IF THE LENGTH OF TIME,
TYPE OF ACTIVITY, GEOGRAPHIC AREA OR OTHER RESTRICTIONS SET FORTH IN THE
RESTRICTIONS OF SECTIONS 3, 8, 9 OR 10 ARE
DEEMED UNREASONABLE IN ANY COURT PROCEEDING, THE PARTIES HERETO AGREE THAT THE
COURT MAY REDUCE SUCH RESTRICTIONS TO ONES IT DEEMS REASONABLE TO PROTECT THE
SUBSTANTIAL INVESTMENT OF CGX AND THE AFFILIATES IN THEIR BUSINESSES AND THE
GOODWILL ATTACHED THERETO.
14.
REMEDIES.
EXECUTIVE UNDERSTANDS THAT CGX AND THE AFFILIATES WILL
NOT HAVE AN ADEQUATE REMEDY AT LAW FOR THE BREACH OR THREATENED BREACH BY
EXECUTIVE OF ANY ONE OR MORE OF THE COVENANTS SET FORTH IN THIS AGREEMENT AND
AGREES THAT IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, CGX OR ANY
AFFILIATE MAY, IN ADDITION TO THE OTHER REMEDIES WHICH MAY BE AVAILABLE TO IT,
FILE A SUIT IN EQUITY TO ENJOIN EXECUTIVE FROM THE BREACH OR THREATENED BREACH
OF SUCH COVENANTS.
IN THE EVENT EITHER PARTY COMMENCES LEGAL ACTION TO ENFORCE
ITS OR HIS RIGHTS UNDER THIS AGREEMENT, THE PREVAILING PARTY IN SUCH ACTION
SHALL BE ENTITLED TO RECOVER ALL OF THE COSTS AND EXPENSES IN CONNECTION
THEREWITH, INCLUDING REASONABLE ATTORNEY'S FEES.
15.
TERMINATION.
(A)
THE "TERMINATION DATE" SHALL MEAN THE DATE IN WHICH THE FIRST OF
THE FOLLOWING OCCUR:
(I)
MARCH 31, 2011;
(II)
EXECUTIVE'S DEATH;
(III)
THE DISABILITY (AS DEFINED BELOW) OF EXECUTIVE;
(IV)
TERMINATION BY CGX OF EXECUTIVE FOR CAUSE (AS DEFINED BELOW);
(V)
TERMINATION BY CGX OF EXECUTIVE WITHOUT CAUSE;
(VI)
THE RESIGNATION OF EXECUTIVE FOR ANY REASON OTHER THAN GOOD REASON
(AS DEFINED BELOW), WHICH SHALL TAKE EFFECT IMMEDIATELY UPON CGX'S RECEIPT OF
SUCH RESIGNATION,
(VII)
THE RESIGNATION OF EXECUTIVE FOR GOOD REASON, WHICH SHALL TAKE
EFFECT IMMEDIATELY UPON CGX'S RECEIPT OF SUCH RESIGNATION; OR
(VIII)
A CHANGE IN CONTROL (AS DEFINED IN THE CHANGE IN CONTROL
AGREEMENT).
(each of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) are
referred to herein as a "Termination").
(B)
IF A TERMINATION OCCURS PURSUANT TO CLAUSE (II), (III), (V) OR
(VII), THEN CGX SHALL (I) DELIVER OR PROVIDE TO EXECUTIVE OR EXECUTIVE'S ESTATE
(1) WITHIN FIVE DAYS FOLLOWING THE TERMINATION DATE, IN A LUMP-SUM PAYMENT,
EXECUTIVE'S BASE SALARY FOR THE PERIOD THROUGH THE EXPIRATION OF THIS AGREEMENT,
(2) NO LATER THAN THE FIRST JUNE 15 TO OCCUR AFTER THE TERMINATION