THE RESTRICTIONS, THE PURCHASER GROUP WILL BE ENTITLED TO OBTAIN FROM ANY
COURT OF COMPETENT JURISDICTION, WITHOUT THE POSTING OF ANY BOND OR OTHER
SECURITY, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF AS WELL AS DAMAGES AND AN
EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS AND OTHER BENEFITS ARISING FROM
SUCH VIOLATION, WHICH RIGHTS WILL BE CUMULATIVE AND IN ADDITION TO ANY OTHER
RIGHTS OR REMEDIES IN LAW OR EQUITY TO WHICH IT MAY BE ENTITLED.
IF SELLER
VIOLATES ANY OF THE RESTRICTIONS, THE APPLICABLE RESTRICTED PERIOD WILL BE
TOLLED FROM THE TIME OF COMMENCEMENT OF THE VIOLATION UNTIL SUCH TIME AS THE
VIOLATION HAS BEEN CURED TO THE PURCHASER GROUP'S SATISFACTION.
IF ANY
RESTRICTIONS, OR ANY PART THEREOF, ARE DETERMINED IN ANY PROCEEDING TO BE
INVALID OR UNENFORCEABLE, THE REMAINDER OF THE RESTRICTIONS WILL NOT THEREBY BE
AFFECTED AND WILL BE GIVEN FULL EFFECT WITHOUT REGARD TO THE INVALID
PROVISIONS.
IF THE RESTRICTIONS SHOULD BE ADJUDGED UNREASONABLE IN ANY
PROCEEDING, THEN THE REVIEWING GOVERNMENTAL BODY OR OTHER PERSON WILL HAVE THE
POWER TO REFORM THE RESTRICTIONS TO THE EXTENT REASONABLY NECESSARY TO MAKE THE
RESTRICTIONS VALID AND ENFORCEABLE AND, IN THE MODIFIED FORM, SUCH PROVISIONS
WILL THEN BE ENFORCEABLE AND MUST BE ENFORCED.
(II)
SURVIVAL.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 5.7 WILL SURVIVE FOR
THE RESTRICTED PERIOD, AND LONGER WITH RESPECT TO SECTION 5.7(D).
SECTION 5.8
CERTAIN EMPLOYEE MATTERS.
(A)
FOLTZ EMPLOYMENT AGREEMENT.
(I)
SCHEDULE 5.8(A)-1 IS A TRUE, CORRECT AND
COMPLETE COPY OF THE MASTER TEK INTERNATIONAL, INC. KEY EMPLOYEE AGREEMENT
BETWEEN GREG FOLTZ ("FOLTZ") AND THE COMPANY DATED JUNE 18, 2004 (THE
"EMPLOYMENT AGREEMENT").
SCHEDULE 5.8(A)-2 IS A TRUE, CORRECT AND COMPLETE LIST
OF THE COMMISSION SCHEDULE WHICH PURCHASER WOULD CAUSE COMPANY TO OFFER TO
FOLTZ, ASSUMING THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY (THE
"PURCHASER COMMISSION SCHEDULE"), BUT FOR THE EXISTENCE OF THE EMPLOYMENT
AGREEMENT.
(II)
FOLLOWING THE CLOSING, SELLER WILL REIMBURSE
THE COMPANY, MONTHLY IN ARREARS THROUGH THE REMAINING TERM OF THE EMPLOYMENT
AGREEMENT (I.E., THROUGH DECEMBER 31, 2007), AN AMOUNT EQUAL TO (I) THE AMOUNT
THE COMPANY ACTUALLY PAID TO FOLTZ UNDER SECTIONS 3.1, 3.2, AND 3.4 OF THE
EMPLOYMENT AGREEMENT (AND FOR NO OTHER PAYMENTS THEREUNDER) DURING SUCH PERIOD,
PLUS AN AMOUNT EQUAL TO THE EMPLOYER'S PORTION OF AMOUNTS PAYABLE UNDER THE
FEDERAL INSURANCE CONTRIBUTIONS ACT FOR EACH PAYMENT MADE TO FOLTZ, PLUS
APPLICABLE STATE AND FEDERAL UNEMPLOYMENT INSURANCE FOR EACH PAYMENT MADE TO
FOLTZ, PLUS A REASONABLE FEE FOR PURCHASER'S COST TO PROCESS PAYROLL PAYMENTS TO
FOLTZ, LESS (II) THE AMOUNT WHICH COMPANY WOULD HAVE HAD TO PAY FOLTZ PURSUANT
TO THE PURCHASER COMMISSION SCHEDULE DURING THE SAME PERIOD FOR THE ACTUAL WORK
OR SERVICES PERFORMED BY FOLTZ DURING SUCH PERIOD.
33
AS A CONDITION TO EACH OF SELLER'S MONTHLY PAYMENTS, THE COMPANY WILL PROVIDE
SELLER WITH REASONABLE WRITTEN DOCUMENTS ILLUSTRATING AND EVIDENCING THE
DETERMINATION OF THE AMOUNT TO BE REIMBURSED PURSUANT TO THIS SECTION 5.8(B) AND
EVIDENCE OF ACTUAL PAYMENTS MADE TO FOLTZ.
(III)
PURCHASER WILL