THE ACTIVITY TO
BE RESTRAINED CONTAINED IN SUCH PROVISION AND, IN ITS REDUCED FORM, SUCH
PROVISION SHALL THEN BE ENFORCEABLE. THE PARTIES HERETO INTEND AND AGREE THAT
THE COVENANTS CONTAINED IN SECTION 7(A) SHALL BE CONSTRUED AS A SERIES OF
SEPARATE COVENANTS, ONE FOR EACH MUNICIPALITY, COMMUNITY OR COUNTY INCLUDED
WITHIN THE AREA DESIGNATED BY SECTION 7(A). EXCEPT FOR GEOGRAPHIC COVERAGE, THE
TERMS AND CONDITIONS OF EACH SUCH SEPARATE COVENANT SHALL BE DEEMED IDENTICAL TO
THE COVENANT CONTAINED IN SECTION 7(A). FURTHERMORE, IF ANY COURT SHALL REFUSE
TO ENFORCE ANY OF THE SEPARATE COVENANTS DEEMED INCLUDED IN SECTION 7(A), THEN
SUCH UNENFORCEABLE COVENANT SHALL BE DEEMED ELIMINATED FROM THE PROVISIONS
HEREOF TO THE EXTENT NECESSARY TO PERMIT THE REMAINING SEPARATE COVENANTS TO BE
ENFORCED IN ACCORDANCE WITH THEIR TERMS. THE PREVAILING PARTY IN ANY ACTION
ARISING OUT OF A DISPUTE IN RESPECT OF ANY PROVISION OF THIS AGREEMENT SHALL BE
ENTITLED TO RECOVER FROM THE NON-PREVAILING PARTY REASONABLE ATTORNEYS' FEES AND
COSTS AND DISBURSEMENTS INCURRED IN CONNECTION WITH THE PROSECUTION OR DEFENSE,
AS THE CASE MAY BE, OF ANY SUCH ACTION.
SECTION 8.
RESPONSIBILITY UPON TERMINATION. UPON THE TERMINATION OF
HIS EMPLOYMENT FOR ANY REASON AND IRRESPECTIVE OF WHETHER OR NOT SUCH
TERMINATION IS VOLUNTARY ON HIS PART:
(A)
THE EXECUTIVE SHALL ADVISE THE COMPANY OF THE IDENTITY OF HIS NEW
EMPLOYER WITHIN TEN (10) DAYS AFTER ACCEPTING NEW EMPLOYMENT AND FURTHER AGREES
TO KEEP THE COMPANY SO ADVISED OF ANY CHANGE IN EMPLOYMENT DURING THE
NON-COMPETITION PERIOD;
5
(B)
THE COMPANY IN ITS SOLE DISCRETION MAY NOTIFY ANY NEW EMPLOYER OF
THE EXECUTIVE THAT HE HAS AN OBLIGATION NOT TO COMPETE WITH THE COMPANY DURING
THE NONCOMPETITION PERIOD; AND
(C)
THE EXECUTIVE SHALL DELIVER TO THE COMPANY ANY AND ALL RECORDS,
FORMS, CONTRACTS, MEMORANDA, WORK PAPERS, CUSTOMER DATA AND ANY OTHER DOCUMENTS
(WHETHER IN WRITTEN FORM, ON COMPUTERS OR DISCS OR OTHERWISE) WHICH HAVE COME
INTO HIS POSSESSION BY REASON OF HIS EMPLOYMENT WITH THE COMPANY, IRRESPECTIVE
OF WHETHER OR NOT ANY OF SAID DOCUMENTS WERE PREPARED FOR HIM, AND HE SHALL NOT
RETAIN MEMORANDA IN RESPECT OF OR COPIES OF ANY OF SAID DOCUMENTS.
SECTION 9.
NONSOLICITATION. THE EXECUTIVE AGREES THAT DURING THE TERM
OF HIS EMPLOYMENT WITH THE COMPANY AND FOR A PERIOD OF TWELVE (12) MONTHS
THEREAFTER, HE WILL NOT, AND WILL NOT ASSIST ANY OF HIS AFFILIATES TO, DIRECTLY
OR INDIRECTLY, RECRUIT OR OTHERWISE SOLICIT OR INDUCE ANY EXECUTIVE, CUSTOMER,
SUBSCRIBER OR SUPPLIER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES ABOUT WHOM OR
WHICH HE GAINED CONFIDENTIAL INFORMATION WHILE AT THE COMPANY TO TERMINATE ITS
EMPLOYMENT OR ARRANGEMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, OTHERWISE
CHANGE ITS RELATIONSHIP WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR
ESTABLISH ANY RELATIONSHIP WITH THE EXECUTIVE OR ANY OF HIS AFFILIATES FOR ANY
BUSINESS PURPOSE DEEMED MATERIALLY COMPETITIVE WITH THE BUSINESS OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES, IF ANY.
SECTION 10.
TERMINATION.
(A)
TERMINATION FOR CAUSE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN
TO THE