BE CONSTRUED AS RESTRICTING THE EMPLOYEE'S RIGHT TO
SELL OR OTHERWISE DISPOSE OF ANY BUSINESS OR INVESTMENTS OWNED OR OPERATED BY
EMPLOYEE AS OF THE DATE HEREOF.
(II)
TERMINATION WITHOUT CAUSE OR FOR
DISABILITY; CONSTRUCTIVE TERMINATION.
IN THE EVENT THAT THE EMPLOYMENT OF
EMPLOYEE IS TERMINATED BY EMPLOYERS WITHOUT CAUSE OR THE NON-RENEWAL OF THE
EMPLOYMENT PERIOD BY EMPLOYERS OR AS A RESULT OF THE TOTAL DISABILITY OF
EMPLOYEE OR BY EMPLOYEE AS A CONSTRUCTIVE TERMINATION WITHOUT CAUSE, EMPLOYEE
HEREBY AGREES THAT DURING THE PERIOD THAT THE EMPLOYERS ARE REQUIRED TO MAKE
PAYMENT TO EMPLOYEE (REGARDLESS OF WHETHER EMPLOYEE ACCEPTS SUCH PAYMENT, ELECTS
TO RECEIVE A LUMP SUM OF SUCH PAYMENT, REFUSES TO EXECUTE AND DELIVER A GENERAL
RELEASE AS REQUIRED HEREUNDER OR IF SUCH OBLIGATION IS REDUCED IN ANY WAY DUE TO
EMPLOYEE'S EMPLOYMENT ELSEWHERE) PURSUANT TO SECTION 4(B), SECTION 4(C) OR
SECTION 4(D) ABOVE, AS APPLICABLE, NEITHER HE NOR ANY AFFILIATE SHALL, EITHER IN
HIS OWN BEHALF OR AS A PARTNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT OR
SHAREHOLDER (OTHER THAN AS THE HOLDER OF LESS THAN 5% OF THE OUTSTANDING CAPITAL
STOCK OF ANY, CORPORATION WITH A CLASS OF EQUITY SECURITY REGISTERED UNDER
SECTION 12(B) OR SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED) ENGAGE IN, INVEST IN OR RENDER SERVICES TO ANY PERSON OR ENTITY ENGAGED
IN THE BUSINESSES IN WHICH EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS IS THEN
ENGAGED AND SITUATED WITHIN ANY COUNTRY.
NOTHING CONTAINED IN THIS SECTION 8(B)
SHALL BE CONSTRUED AS RESTRICTING THE EMPLOYEE'S RIGHT TO SELL OR OTHERWISE
DISPOSE OF ANY BUSINESS OR INVESTMENTS OWNED OR OPERATED BY EMPLOYEE AS OF THE
DATE HEREOF.
(I)
AGREEMENT NOT TO SOLICIT EMPLOYEES.
EMPLOYEE AGREES THAT, FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE TERMINATION BY
REASON OF VOLUNTARY TERMINATION BY EMPLOYEE OR
7
TERMINATION FOR CAUSE, NEITHER HE NOR ANY AFFILIATE SHALL, ON BEHALF OF ANY
BUSINESS ENGAGED IN A BUSINESS COMPETITIVE WITH EMPLOYERS OR ANY SUBSIDIARY OF
EMPLOYERS, SOLICIT OR INDUCE, OR IN ANY MANNER ATTEMPT TO SOLICIT OR INDUCE ANY
PERSON EMPLOYED BY, OR ANY AGENT OF, ANY EMPLOYERS OR ANY SUBSIDIARY OF
EMPLOYERS TO TERMINATE HIS EMPLOYMENT OR AGENCY, AS THE CASE MAY BE, WITH ANY
EMPLOYERS OR SUCH SUBSIDIARY; PROVIDED THAT SUCH LIMITATIONS SHALL NOT APPLY IF
THE CONTACT WITH THE EMPLOYEE, AGENT OR CONSULTANT IS INITIATED BY A THIRD
PARTY, NOT ENGAGED OR HIRED BY EMPLOYEE OR ANY AFFILIATE OF EMPLOYEE, ON A
"BLIND BASIS" SUCH AS THROUGH A HEAD HUNTER.
(J)
INJUNCTIVE RELIEF AND OTHER REMEDIES.
(I)
EMPLOYEE ACKNOWLEDGES AND AGREES THAT
THE COVENANTS, OBLIGATIONS AND AGREEMENTS OF EMPLOYEE CONTAINED IN SECTION 7,
SECTION 8, SECTION 9 AND THIS SECTION 10 RELATE TO SPECIAL, UNIQUE AND
EXTRAORDINARY MATTERS AND THAT A VIOLATION OF ANY OF THE TERMS OF SUCH
COVENANTS, OBLIGATIONS OR AGREEMENTS WILL CAUSE EMPLOYERS IRREPARABLE INJURY FOR
WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
THEREFORE, EMPLOYEE AGREES
THAT EMPLOYERS SHALL BE ENTITLED TO AN INJUNCTION, RESTRAINING ORDER OR SUCH
OTHER EQUITABLE