said
corporation and if Executive and Executive's associates (as such term is defined
in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in
effect on the date hereof), collectively, do not own more than an aggregate of
one percent (1%) of the stock of such corporation.
(C)
SCOPE/SEVERABILITY.
THE PARTIES ACKNOWLEDGE THAT THE BUSINESS OF
PARENT AND THE COMPANY IS AND WILL BE NATIONAL IN SCOPE AND THUS THE COVENANTS
IN THIS SECTION 9 WOULD BE INEFFECTIVE IF THE COVENANTS WERE TO BE LIMITED TO A
PARTICULAR GEOGRAPHIC AREA.
IF ANY COURT OF COMPETENT JURISDICTION AT ANY TIME
DEEMS THE RESTRICTED PERIOD UNREASONABLY LENGTHY, OR THE RESTRICTED TERRITORY
UNREASONABLY EXTENSIVE, OR ANY OF THE COVENANTS SET FORTH IN THIS SECTION 9 NOT
FULLY ENFORCEABLE, THE OTHER PROVISIONS OF THIS SECTION 9, AND THIS EMPLOYMENT
AGREEMENT IN GENERAL, WILL NEVERTHELESS STAND AND TO THE FULL EXTENT CONSISTENT
WITH LAW CONTINUE IN FULL FORCE AND EFFECT, AND IT IS THE INTENTION AND DESIRE
OF THE PARTIES THAT THE COURT TREAT ANY PROVISIONS OF THIS EMPLOYMENT AGREEMENT
WHICH ARE NOT FULLY ENFORCEABLE AS HAVING BEEN MODIFIED TO THE EXTENT DEEMED
NECESSARY BY THE COURT TO RENDER THEM REASONABLE AND ENFORCEABLE AND THAT THE
COURT ENFORCE THEM TO SUCH EXTENT (FOR EXAMPLE, THAT THE RESTRICTED PERIOD BE
DEEMED TO BE THE LONGEST PERIOD PERMISSIBLE BY LAW, BUT NOT IN EXCESS OF THE
LENGTH PROVIDED FOR IN SECTION 9(B), AND THE RESTRICTED TERRITORY BE DEEMED TO
COMPRISE THE LARGEST TERRITORY PERMISSIBLE BY LAW UNDER THE CIRCUMSTANCES BUT
NOT IN EXCESS OF THE TERRITORY PROVIDED FOR IN SECTION 9(B)).
10.
EQUITABLE REMEDIES.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
AGREEMENTS AND COVENANTS SET FORTH IN THE CONFIDENTIALITY, INVENTIONS AND
NON-SOLICITATION AGREEMENT AND IN SECTION 9 OF THIS EMPLOYMENT AGREEMENT ARE
REASONABLE AND NECESSARY FOR THE PROTECTION OF PARENT'S AND THE COMPANY'S
BUSINESS INTERESTS, THAT IRREPARABLE INJURY WILL RESULT TO PARENT AND THE
COMPANY IF EXECUTIVE BREACHES ANY OF THE TERMS OF SAID COVENANTS, AND THAT IN
THE EVENT OF EXECUTIVE'S ACTUAL OR THREATENED BREACH OF ANY SUCH COVENANTS,
PARENT AND THE COMPANY WILL HAVE NO ADEQUATE REMEDY AT LAW.
EXECUTIVE
ACCORDINGLY AGREES THAT, IN THE EVENT OF ANY ACTUAL OR THREATENED BREACH BY
EXECUTIVE OF ANY OF SAID COVENANTS, PARENT AND THE COMPANY WILL BE ENTITLED TO
IMMEDIATE INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT BOND AND WITHOUT THE
NECESSITY OF SHOWING ACTUAL MONETARY DAMAGES.
NOTHING IN THIS SECTION 10 WILL
BE CONSTRUED AS PROHIBITING PARENT OR THE COMPANY FROM PURSUING ANY OTHER
REMEDIES AVAILABLE TO THEM FOR SUCH BREACH OR THREATENED BREACH, INCLUDING THE
RECOVERY OF ANY DAMAGES THAT THEY ARE ABLE TO PROVE.
11.
TERMINATION.
NOTWITHSTANDING ANYTHING IN SECTION 2 OF THIS
EMPLOYMENT AGREEMENT TO THE CONTRARY, EXECUTIVE'S SERVICES SHALL TERMINATE UPON
THE FIRST TO OCCUR OF THE FOLLOWING EVENTS:
(A)
DEATH.
THE EMPLOYMENT PERIOD WILL TERMINATE IMMEDIATELY UPON THE
DEATH OF EXECUTIVE.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO THIS
SECTION 11(A), THE
4
COMPANY SHALL HAVE NO FURTHER OBLIGATION