THE COMPANY IS AND WILL BE INTERNATIONAL IN SCOPE AND THUS THE
COVENANTS IN THIS SECTION 9 WOULD BE INEFFECTIVE IF THE COVENANTS WERE TO BE
LIMITED TO A PARTICULAR GEOGRAPHIC AREA.
IF ANY COURT OF COMPETENT JURISDICTION
AT ANY TIME DEEMS THE RESTRICTED PERIOD UNREASONABLY LENGTHY, OR THE RESTRICTED
TERRITORY UNREASONABLY EXTENSIVE, OR ANY OF THE COVENANTS SET FORTH IN THIS
SECTION 9 NOT FULLY ENFORCEABLE, THE OTHER PROVISIONS OF THIS SECTION 9, AND
THIS EMPLOYMENT AGREEMENT IN GENERAL, WILL NEVERTHELESS STAND AND TO THE FULL
EXTENT CONSISTENT WITH LAW CONTINUE IN FULL FORCE AND EFFECT, AND IT IS THE
INTENTION AND DESIRE OF THE PARTIES THAT THE COURT TREAT ANY PROVISIONS OF THIS
EMPLOYMENT 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 (FOR EXAMPLE, THAT
THE RESTRICTED PERIOD BE DEEMED TO BE THE LONGEST PERIOD PERMISSIBLE BY LAW, BUT
NOT IN EXCESS OF THE LENGTH PROVIDED FOR IN SECTION 9(B), AND THE RESTRICTED
TERRITORY BE DEEMED TO COMPRISE THE LARGEST TERRITORY PERMISSIBLE BY LAW UNDER
THE CIRCUMSTANCES BUT NOT IN EXCESS OF THE TERRITORY PROVIDED FOR IN SECTION
9(B)).
10.
EQUITABLE REMEDIES.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
AGREEMENTS AND COVENANTS SET FORTH IN THE CONFIDENTIALITY, INVENTIONS AND
NON-SOLICITATION AGREEMENT AND IN SECTION 9 OF THIS EMPLOYMENT 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
6
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 BOND AND WITHOUT THE NECESSITY OF SHOWING ACTUAL
MONETARY DAMAGES.
NOTHING IN THIS SECTION 10 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.
11.
TERMINATION.
NOTWITHSTANDING ANYTHING IN SECTION 2 OF THIS
AGREEMENT TO THE CONTRARY, EXECUTIVE'S SERVICES SHALL TERMINATE UPON THE FIRST
TO OCCUR OF THE FOLLOWING EVENTS:
(a)
Death.
The Employment Period will terminate immediately upon the
death of Executive.
If the Employment Period is terminated pursuant to this
Section 11(a), the Company shall have no further obligation to Executive (or his
estate) except for salary, benefits and the Appreciation Payment accrued through
the date of termination.
(b)
Due Cause.
The Company may terminate the Employment Period
immediately upon written notice to Executive for Due Cause.
The following
events will be deemed to constitute "Due Cause":
(I)
EXECUTIVE'S BREACH OF ANY OF EXECUTIVE'S
OBLIGATIONS UNDER THE CONFIDENTIALITY, INVENTIONS AND