INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT
JURISDICTION, PLUS ATTORNEYS' FEES ACTUALLY INCURRED FOR THE SECURING OF SUCH
RELIEF.
6.
NON-SOLICITATION.
FOR ONE (1) YEAR IMMEDIATELY FOLLOWING THE EFFECTIVE
DATE OF THIS AGREEMENT (THE "NON-SOLICITATION PERIOD"), DR. OWENS AGREES NOT TO
INTERFERE WITH THE BUSINESS OF THE COMPANY BY SOLICITING, INDUCING, OR OTHERWISE
CAUSING (I) ANY EMPLOYEE OR CONSULTANT OF THE COMPANY TO TERMINATE HIS OR HER
EMPLOYMENT OR ENGAGEMENT WITH THE COMPANY, OR TO REDUCE HIS OR HER TIME
COMMITMENT OR SCOPE OF SERVICES PROVIDED TO THE COMPANY, OR (II) ANY CUSTOMER OR
CLIENT OF THE COMPANY TO PURCHASE OR OBTAIN THE PRODUCTS OR SERVICES OF ANY FIRM
OR BUSINESS ORGANIZATION WHICH COMPETES IN THE UNITED STATES IN ANY LINE OF
BUSINESS ENGAGED IN BY THE COMPANY AS OF THE DATE OF THIS AGREEMENT.
THE
FOREGOING RESTRICTIONS SHALL APPLY TO DR. OWENS REGARDLESS OF WHETHER HE IS
ACTING DIRECTLY OR INDIRECTLY, ALONE OR IN CONCERT WITH OTHERS.
NOTWITHSTANDING THE FOREGOING, DR. OWENS AND THE COMPANY ARE EXPLORING A
POTENTIAL BUSINESS TRANSACTION IN WHICH DR. OWENS WOULD PURCHASE CERTAIN ASSETS
RELATED TO THE COMPANY'S BARIATRIC DISEASE MANAGEMENT CONSULTING BUSINESS.
IN
CONNECTION WITH THIS POTENTIAL TRANSACTION, DR. OWENS HAS REQUESTED PERMISSION
TO CONTACT CERTAIN OF THE COMPANY'S EMPLOYEES REGARDING THEIR INTEREST TO LEAVE
THE COMPANY IF HE (OR A THIRD PARTY FORMED BY DR. OWENS) SUCCESSFULLY PURCHASES
THESE BUSINESS ASSETS FROM THE COMPANY.
THE COMPANY AGREES THAT DR. OWENS SHALL
BE ENTITLED TO CONTACT THE COMPANY'S EMPLOYEES FOR SUCH PURPOSES ON THE
FOLLOWING CONDITIONS: (A) DR. OWENS NOTIFIES THE COMPANY'S CHAIRMAN OF THE BOARD
IN WRITING (INCLUDING EMAIL) PRIOR TO EACH SUCH COMMUNICATION AND IDENTIFIES THE
EMPLOYEE OR EMPLOYEES HE DESIRES TO CONTACT, (B) DR. OWENS DOES NOT CONTACT THE
EMPLOYEE UNTIL HE RECEIVES PERMISSION FOR SUCH COMMUNICATION IN WRITING
(INCLUDING EMAIL) FROM THE CHAIRMAN OF THE BOARD AND (C) DR. OWENS SHALL CEASE
ALL COMMUNICATIONS WITH THE COMPANY'S EMPLOYEES (IN ACCORDANCE WITH THE TERMS
SET FORTH IN THE FIRST PARAGRAPH OF THIS SECTION 6) DURING THE NON-SOLICITATION
PERIOD UPON NOTICE BY THE COMPANY THAT IT IS ENDING DISCUSSIONS WITH DR. OWENS
REGARDING A POTENTIAL TRANSACTION BETWEEN HIM AND THE COMPANY.
7.
OUTSIDE ACTIVITIES.
EXCEPT AS PROHIBITED AND/OR LIMITED BY THE PROVISIONS
OF SECTIONS 5 AND 6 ABOVE, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT DURING THE
SEVERANCE PERIOD, DR. OWENS MAY ACCEPT OTHER EMPLOYMENT.
DR. OWENS MAY ALSO
ENGAGE IN CIVIC AND NOT-FOR-PROFIT ACTIVITIES, EXCEPT AS LIMITED BY THE
PROVISIONS OF SECTIONS 5 AND 6.
-5-
8.
NONDISPARAGEMENT.
DR. OWENS AGREES THAT HE WILL NOT MAKE ANY VOLUNTARY
STATEMENTS, WRITTEN OR VERBAL, OR CAUSE OR ENCOURAGE OTHERS TO MAKE ANY SUCH
STATEMENTS THAT DEFAME, DISPARAGE OR IN ANY WAY CRITICIZE THE REPUTATION,
BUSINESS PRACTICES OR CONDUCT OF THE COMPANY OR THE COMPANY RELEASEES (AS
DEFINED IN THE RELEASE).
IVOW AGREES THAT IT NOR ANY OF THE COMPANY RELEASEES
(AS DEFINED IN THE RELEASE) WILL MAKE ANY VOLUNTARY STATEMENTS, WRITTEN OR
VERBAL, OR CAUSE OR ENCOURAGE OTHERS TO MAKE ANY