EXECUTIVE'S CONTROL OR ACCESSIBLE TO
EXECUTIVE WHICH CONTAIN ANY PROPRIETARY INFORMATION.
ALL CONFIDENTIAL RECORDS
SHALL BE AND REMAIN THE SOLE PROPERTY OF THE COMPANY DURING THE TERM AND
THEREAFTER.
5.4
NON-DISPARAGEMENT.
EXECUTIVE SHALL NOT, DURING THE TERM AND THEREAFTER,
DISPARAGE IN ANY MATERIAL RESPECT THE COMPANY, ANY AFFILIATE OF THE COMPANY, ANY
OF THEIR RESPECTIVE BUSINESSES, ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS OR
EMPLOYEES, OR THE REPUTATION OF ANY OF THE FOREGOING PERSONS OR ENTITIES.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL PRECLUDE
EXECUTIVE FROM MAKING TRUTHFUL STATEMENTS THAT ARE REQUIRED BY APPLICABLE LAW,
REGULATION OR LEGAL PROCESS.
5.5
NO OTHER OBLIGATIONS.
EXECUTIVE REPRESENTS THAT EXECUTIVE IS NOT PRECLUDED
OR LIMITED IN EXECUTIVE'S ABILITY TO UNDERTAKE OR PERFORM THE DUTIES DESCRIBED
HEREIN BY ANY CONTRACT, AGREEMENT OR RESTRICTIVE COVENANT.
EXECUTIVE COVENANTS
THAT EXECUTIVE SHALL NOT EMPLOY THE TRADE SECRETS OR PROPRIETARY INFORMATION OF
ANY OTHER PERSON IN CONNECTION WITH EXECUTIVE'S EMPLOYMENT BY THE COMPANY
WITHOUT SUCH PERSON'S AUTHORIZATION.
5.6
FORFEITURE OF OUTSTANDING OPTIONS.
THE PROVISIONS OF SECTION 4 HEREOF
NOTWITHSTANDING, IF EXECUTIVE WILLFULLY AND MATERIALLY FAILS TO COMPLY WITH
SECTION 5.1, 5.2, 5.3, 5.4, OR 5.8 HEREOF, ALL OPTIONS TO PURCHASE COMMON STOCK,
RESTRICTED STOCK UNITS AND OTHER EQUITY-BASED AWARDS GRANTED BY THE COMPANY
(WHETHER PRIOR TO, CONTEMPORANEOUS WITH, OR SUBSEQUENT TO THE EFFECTIVE DATE)
AND HELD BY EXECUTIVE OR A TRANSFEREE OF EXECUTIVE SHALL BE IMMEDIATELY
FORFEITED AND CANCELLED.
5.7
ENFORCEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT, BY VIRTUE OF
EXECUTIVE'S POSITION, SERVICES AND ACCESS TO AND USE OF CONFIDENTIAL RECORDS AND
PROPRIETARY INFORMATION, ANY VIOLATION BY EXECUTIVE OF ANY OF THE UNDERTAKINGS
CONTAINED IN THIS SECTION 5 WOULD CAUSE THE COMPANY IMMEDIATE, SUBSTANTIAL AND
IRREPARABLE INJURY FOR WHICH IT HAS NO ADEQUATE REMEDY AT LAW.
ACCORDINGLY,
EXECUTIVE AGREES AND CONSENTS TO THE ENTRY OF AN INJUNCTION OR OTHER EQUITABLE
RELIEF BY A COURT OF COMPETENT JURISDICTION RESTRAINING ANY VIOLATION OR
THREATENED VIOLATION OF ANY UNDERTAKING CONTAINED IN THIS SECTION 5.
EXECUTIVE
WAIVES POSTING OF ANY BOND OTHERWISE NECESSARY TO SECURE SUCH INJUNCTION OR
OTHER EQUITABLE RELIEF.
RIGHTS AND REMEDIES PROVIDED FOR IN THIS SECTION 5 ARE
CUMULATIVE AND SHALL BE IN ADDITION TO RIGHTS AND REMEDIES OTHERWISE AVAILABLE
TO THE PARTIES HEREUNDER OR UNDER ANY OTHER AGREEMENT OR APPLICABLE LAW.
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5.8 COOPERATION WITH REGARD TO LITIGATION.
EXECUTIVE AGREES TO COOPERATE
REASONABLY WITH THE COMPANY, DURING THE TERM AND THEREAFTER (INCLUDING FOLLOWING
EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON), BY BEING AVAILABLE TO
TESTIFY ON BEHALF OF THE COMPANY IN ANY ACTION, SUIT, OR PROCEEDING, WHETHER
CIVIL, CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE.
IN ADDITION, EXCEPT TO THE
EXTENT THAT EXECUTIVE HAS OR INTENDS TO ASSERT IN GOOD FAITH AN INTEREST OR
POSITION ADVERSE TO OR INCONSISTENT WITH THE INTEREST OR POSITION OF THE
COMPANY, EXECUTIVE AGREES TO COOPERATE REASONABLY WITH THE COMPANY, DURING THE
TERM AND THEREAFTER (INCLUDING FOLLOWING EXECUTIVE'S TERMINATION OF EMPLOYMENT
FOR ANY REASON), TO ASSIST THE COMPANY IN ANY SUCH ACTION, SUIT, OR PROCEEDING
BY PROVIDING INFORMATION AND MEETING AND CONSULTING WITH THE BOARD OR