EXECUTIVE FURTHER AGREES THAT DURING THE NON-COMPETITION PERIOD, THE
EXECUTIVE WILL NOT SOLICIT ANY KNOWN CUSTOMER OR VENDOR OF THE COMPANY OR ANY OF
ITS SERVICED AFFILIATES TO TERMINATE OR DIMINISH ITS RELATIONSHIP WITH THEM, OR,
IN THE CASE OF SUCH A CUSTOMER, TO CONDUCT WITH ANY PERSON ANY BUSINESS OR
ACTIVITY WHICH EXECUTIVE KNOWS SUCH CUSTOMER WAS CONDUCTING WITH THE COMPANY OR
ANY OF ITS SERVICED AFFILIATES IMMEDIATELY PRIOR TO EXECUTIVE'S DEPARTURE.
10.
ENFORCEMENT OF COVENANTS. THE EXECUTIVE
ACKNOWLEDGES THAT HE HAS CAREFULLY READ AND CONSIDERED ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT, INCLUDING THE RESTRAINTS IMPOSED UPON HIM PURSUANT
TO SECTIONS 7, 8 AND 9 HEREOF. THE EXECUTIVE AGREES THAT THOSE RESTRAINTS ARE
NECESSARY FOR THE REASONABLE AND PROPER PROTECTION OF THE COMPANY AND ITS
AFFILIATES AND THAT EACH AND EVERY ONE OF THE RESTRAINTS IS REASONABLE IN
RESPECT TO SUBJECT MATTER, LENGTH OF TIME AND GEOGRAPHIC AREA. THE EXECUTIVE
FURTHER ACKNOWLEDGES THAT ANY BREACH OF ANY OF THE COVENANTS CONTAINED IN
SECTIONS 7, 8 OR 9 HEREOF COULD RESULT IN IRREPARABLE HARM TO THE COMPANY. THE
EXECUTIVE THEREFORE AGREES THAT THE COMPANY, IN ADDITION TO ANY OTHER REMEDIES
AVAILABLE TO IT, SHALL BE ENTITLED TO PRELIMINARY AND PERMANENT INJUNCTIVE
RELIEF AGAINST ANY BREACH OR THREATENED BREACH BY THE EXECUTIVE OF ANY
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OF SAID COVENANTS, WITHOUT HAVING TO POST BOND. THE PARTIES FURTHER AGREE THAT,
IN THE EVENT THAT ANY PROVISION OF SECTION 7, 8 OR 9 HEREOF SHALL BE DETERMINED
BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BY REASON OF ITS BEING
EXTENDED OVER TOO GREAT A TIME, TOO LARGE A GEOGRAPHIC AREA OR TOO GREAT A RANGE
OF ACTIVITIES, SUCH PROVISION SHALL BE DEEMED TO BE MODIFIED TO PERMIT ITS
ENFORCEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.
CONFLICTING AGREEMENTS. THE EXECUTIVE HEREBY
REPRESENTS AND WARRANTS THAT THE EXECUTION OF THIS AGREEMENT AND THE PERFORMANCE
OF HIS OBLIGATIONS HEREUNDER WILL NOT BREACH OR BE IN CONFLICT WITH ANY OTHER
AGREEMENT TO WHICH THE EXECUTIVE IS A PARTY OR IS BOUND AND THAT THE EXECUTIVE
IS NOT NOW SUBJECT TO ANY COVENANTS AGAINST COMPETITION OR SIMILAR COVENANTS OR
ANY COURT ORDER OR OTHER LEGAL OBLIGATION THAT WOULD AFFECT THE PERFORMANCE OF
HIS OBLIGATIONS HEREUNDER. THE EXECUTIVE WILL NOT DISCLOSE TO OR USE ON BEHALF
OF THE COMPANY ANY PROPRIETARY INFORMATION OF A THIRD PARTY WITHOUT SUCH PARTY'S
CONSENT.
12.
DEFINITIONS. WORDS OR PHRASES WHICH ARE
INITIALLY CAPITALIZED OR ARE WITHIN QUOTATION MARKS SHALL HAVE THE MEANINGS
PROVIDED IN THIS SECTION AND AS PROVIDED ELSEWHERE HEREIN. FOR PURPOSES OF THIS
AGREEMENT, THE FOLLOWING DEFINITIONS APPLY:
(A)
"AFFILIATES" MEANS (I) ALL SUBSIDIARIES OF
THE COMPANY, AND (II) ANY PERSON HOLDING ALL OR SUBSTANTIALLY ALL OF THE VOTING
POWER OF THE COMPANY.
(B)
"CONFIDENTIAL INFORMATION" MEANS ANY AND ALL
TRADE SECRETS AND CONFIDENTIAL OR PROPRIETARY INFORMATION OF THE COMPANY AND ITS
AFFILIATES. CONFIDENTIAL INFORMATION INCLUDES WITHOUT LIMITATION SUCH
INFORMATION RELATING TO (I) THE DEVELOPMENT, RESEARCH, TESTING, MANUFACTURING,
MARKETING AND FINANCIAL ACTIVITIES OF THE COMPANY