or otherwise alter his, her or its
relationship with Parent or the Company.
(b)
The Restricted Period shall be extended for
a period equal to any time period that Executive is in violation of this Section
5.
6.
EQUITABLE REMEDIES.
EXECUTIVE ACKNOWLEDGES
AND AGREES THAT THE AGREEMENTS AND COVENANTS SET FORTH IN THIS 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 POSTING BOND OR OTHER
SECURITY AND WITHOUT THE NECESSITY OF SHOWING ACTUAL MONETARY DAMAGES.
NOTHING
IN THIS SECTION 6 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.
7.
NO RIGHT TO EMPLOYMENT.
NO PROVISION OF THIS
AGREEMENT SHALL GIVE EXECUTIVE ANY RIGHT TO CONTINUE IN THE EMPLOY OF THE
COMPANY OR ANY OF ITS AFFILIATES, CREATE ANY INFERENCE AS TO THE LENGTH OF
EMPLOYMENT OF EXECUTIVE, AFFECT THE RIGHT OF THE COMPANY OR ITS AFFILIATES TO
TERMINATE THE EMPLOYMENT OF EXECUTIVE, WITH OR WITHOUT CAUSE, OR GIVE EXECUTIVE
ANY RIGHT TO PARTICIPATE IN ANY EXECUTIVE WELFARE OR BENEFIT PLAN OR OTHER
PROGRAM OF THE COMPANY OR ANY OF ITS AFFILIATES.
8.
MODIFICATION AND WAIVER.
THIS AGREEMENT MAY
NOT BE MODIFIED OR AMENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE
PARTIES.
NO TERM OR CONDITION OF THIS AGREEMENT WILL BE DEEMED TO HAVE BEEN
WAIVED, EXCEPT BY WRITTEN INSTRUMENT OF THE PARTY CHARGED WITH SUCH WAIVER.
NO
SUCH WRITTEN WAIVER WILL BE DEEMED TO BE A CONTINUING WAIVER UNLESS SPECIFICALLY
STATED THEREIN, AND EACH SUCH WAIVER WILL OPERATE ONLY AS TO THE SPECIFIC TERM
OR CONDITION WAIVED AND SHALL NOT CONSTITUTE A WAIVER OF SUCH TERM OR CONDITION
FOR THE FUTURE OR AS TO ANY ACT OTHER THAN THAT SPECIFICALLY WAIVED.
4
9.
SEVERABILITY.
EXECUTIVE ACKNOWLEDGES THAT
THE AGREEMENTS AND COVENANTS CONTAINED IN THIS AGREEMENT ARE ESSENTIAL TO
PROTECT PARENT, THE COMPANY AND THEIR GOODWILL.
EACH OF THE COVENANTS IN THIS
AGREEMENT WILL BE CONSTRUED AS INDEPENDENT OF ANY OTHER COVENANTS OR OTHER
PROVISIONS OF THIS AGREEMENT.
IT IS THE INTENTION AND DESIRE OF THE PARTIES
THAT THE COURT TREAT ANY PROVISIONS OF THIS 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.
10.
NOTICES. ANY NOTICE, CONSENT, WAIVER AND
OTHER COMMUNICATIONS REQUIRED OR PERMITTED PURSUANT TO THE