WITHIN SIX (6) MONTHS
PRIOR TO THE DATE OF TERMINATION, A SUPPLIER, LICENSEE OR CONSULTANT OF, OR
PROVIDER OF GOODS OR SERVICES TO THE COMPANY OR ITS AFFILIATES, FOR THE PURPOSE
OR WITH THE INTENT OF (A) INDUCING OR ATTEMPTING TO INDUCE SUCH PERSON TO CEASE
DOING BUSINESS WITH THE COMPANY OR ITS AFFILIATES OR (B) IN ANY WAY INTERFERING
WITH THE RELATIONSHIP BETWEEN SUCH PERSON AND THE COMPANY OR ITS AFFILIATES.
(C)
IN THE EVENT THE SEVERANCE PERIOD IS LESS THAN 12 MONTHS, OR IN
THE EVENT THERE IS NO SEVERANCE PERIOD, THE COMPANY SHALL HAVE THE RIGHT, BUT
NOT THE OBLIGATION, TO EXTEND THE PERIOD OF TIME DURING WHICH THE RESTRICTIVE
COVENANTS SET FORTH IN CLAUSES (A) AND (B) ABOVE SHALL REMAIN IN EFFECT FOR UP
TO 24 ADDITIONAL MONTHS FOLLOWING THE SEVERANCE PERIOD OR THE DATE OF
TERMINATION, AS THE CASE MAY BE, SUBJECT TO PAYING CONSIDERATION TO THE
EXECUTIVE FOR SUCH EXTENDED PERIOD IN CASH IN AN AMOUNT EQUAL TO THE EXECUTIVE'S
BASE SALARY IN EFFECT ON THE DATE OF TERMINATION, PAYABLE MONTHLY IN ARREARS.
THE COMPANY SHALL PROVIDE WRITTEN NOTICE TO THE EXECUTIVE AT LEAST 60 DAYS PRIOR
TO THE SECOND ANNIVERSARY OF THE DATE OF TERMINATION OF THE COMPANY'S ELECTION
TO EXTEND THE RESTRICTIVE COVENANTS AS PROVIDED HEREIN.
(D)
BECAUSE OF THE DIFFICULTY OF MEASURING ECONOMIC LOSSES TO THE
COMPANY AS A RESULT OF A BREACH OF THE FOREGOING COVENANTS, AND BECAUSE OF THE
IMMEDIATE AND IRREPARABLE DAMAGE THAT COULD BE CAUSED TO THE COMPANY AND ITS
AFFILIATES FOR WHICH IT WOULD HAVE NO OTHER ADEQUATE REMEDY, EXECUTIVE AGREES
THAT THE FOREGOING COVENANTS IN THIS SECTION 9, IN ADDITION TO AND NOT IN
LIMITATION OF ANY OTHER RIGHTS, REMEDIES OR DAMAGES AVAILABLE TO THE COMPANY AT
LAW, IN EQUITY OR UNDER THIS AGREEMENT, SHALL BE ENFORCED BY THE COMPANY IN THE
EVENT OF THE BREACH OR THREATENED BREACH BY EXECUTIVE, BY INJUNCTIONS AND/OR
RESTRAINING ORDERS.
(E)
IT IS AGREED BY THE PARTIES THAT THE COVENANTS CONTAINED IN THIS
SECTION 9 IMPOSE A FAIR AND REASONABLE RESTRAINT ON EXECUTIVE IN LIGHT OF THE
ACTIVITIES AND BUSINESS OF THE COMPANY AND ITS AFFILIATES ON THE DATE OF THE
EXECUTION OF THIS AGREEMENT AND THE CURRENT PLANS OF THE COMPANY AND ITS
AFFILIATES; BUT IT IS ALSO THE INTENT OF THE COMPANY AND EXECUTIVE THAT SUCH
COVENANTS BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE CHANGING ACTIVITIES,
BUSINESS AND LOCATIONS OF THE COMPANY AND ITS AFFILIATES THROUGHOUT THE TERM OF
THESE COVENANTS.
EXECUTIVE ALSO ACKNOWLEDGES THAT THIS RESTRAINT WILL NOT
PREVENT HIM FROM EARNING A LIVING IN HIS CHOSEN FIELD OF WORK.
9
(F)
THE COVENANTS IN THIS SECTION 9 ARE SEVERABLE AND SEPARATE, AND
THE UNENFORCEABILITY OF ANY SPECIFIC COVENANT SHALL NOT AFFECT THE PROVISIONS OF
ANY OTHER COVENANT.
MOREOVER, IN THE EVENT ANY COURT OF COMPETENT JURISDICTION
SHALL DETERMINE THAT THE SCOPE, TIME OR TERRITORIAL RESTRICTIONS SET FORTH
HEREIN ARE UNREASONABLE, THEN IT IS THE INTENTION OF THE PARTIES THAT SUCH
RESTRICTIONS BE ENFORCED