OTHER PROCEEDING HAS THEN BEEN FILED AGAINST THE COMPANY OR ITS AFFILIATES WITH
RESPECT TO SUCH INVESTIGATION, AND SHALL NOT DO SO UNLESS LEGALLY REQUIRED.
10.
ENFORCEMENT. IF, AT THE TIME OF ENFORCEMENT
OF PARAGRAPHS 7, 8 OR 9 HEREOF, A COURT HOLDS THAT THE RESTRICTIONS STATED
HEREIN ARE UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES HERETO
AGREE THAT THE MAXIMUM PERIOD, SCOPE OR GEOGRAPHICAL AREA REASONABLE UNDER SUCH
CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA. BECAUSE
EXECUTIVE'S SERVICES ARE UNIQUE AND BECAUSE EXECUTIVE HAS ACCESS TO CONFIDENTIAL
INFORMATION AND WORK PRODUCT, THE PARTIES HERETO AGREE THAT MONEY DAMAGES WOULD
NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF PARAGRAPHS 7, 8 OR 9 HEREOF.
THEREFORE, IN THE EVENT OF A BREACH OR THREATENED BREACH OF PARAGRAPHS 7, 8 OR 9
HEREOF, THE COMPANY OR ITS SUCCESSOR OR ASSIGNS MAY, IN ADDITION TO ALL OTHER
RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR, APPLY TO ANY COURT OF COMPETENT
JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER RELIEF IN ORDER
TO ENFORCE, OR PREVENT ANY VIOLATIONS OF, THE PROVISIONS HEREOF (WITHOUT POSTING
A BOND OR OTHER SECURITY). IN ADDITION, IN THE EVENT OF AN ALLEGED BREACH OR
VIOLATION BY EXECUTIVE OF PARAGRAPH 9 HEREOF, THE NONCOMPETE PERIOD SHALL BE
TOLLED UNTIL SUCH BREACH OR VIOLATION HAS BEEN DULY CURED. EXECUTIVE AGREES THAT
THE RESTRICTIONS CONTAINED IN PARAGRAPH 9 HEREOF ARE REASONABLE.
11.
OTHER BUSINESSES. AS LONG AS EXECUTIVE IS
EMPLOYED BY THE COMPANY OR AN AFFILIATE, EXECUTIVE SHALL NOT, WITHOUT THE
EXPRESS WRITTEN CONSENT OF THE BOARD, THE CHIEF EXECUTIVE OFFICER OR THE
PRESIDENT, BECOME ENGAGED IN OR RENDER SERVICES FOR, ANY BUSINESS OTHER THAN THE
BUSINESS OF THE COMPANY, ANY AFFILIATE OR ANY CORPORATION OR PARTNERSHIP IN
WHICH THE COMPANY OR AN AFFILIATE HAS AN EQUITY INTEREST; PROVIDED, THAT
EXECUTIVE MAY BE A PASSIVE OWNER OF NOT MORE THAN 1% OF THE EQUITY SECURITIES OF
AN ENTERPRISE ENGAGED IN SUCH BUSINESS, SO LONG AS EXECUTIVE HAS NO ACTIVE
PARTICIPATION IN THE BUSINESS OF SUCH ENTERPRISE, IF SUCH ACTIVITIES DO NOT IN
ANY MATERIAL WAY INTERFERE WITH THE PERFORMANCE BY EXECUTIVE OF EXECUTIVE'S
OBLIGATIONS HEREUNDER AND SUCH ACTIVITIES DO NOT IN ANY WAY MATERIALLY AND
ADVERSELY AFFECT THE COMPANY OR AN AFFILIATE OR CREATE A POTENTIAL BUSINESS
CONFLICT OR THE APPEARANCE THEREOF. IF AT ANY TIME SUCH SERVICES CONFLICT WITH
EXECUTIVE'S FIDUCIARY DUTY TO THE COMPANY OR AN AFFILIATE OR CREATE ANY
APPEARANCE THEREOF, EXECUTIVE SHALL PROMPTLY CEASE PROVIDING SUCH SERVICES AFTER
WRITTEN NOTICE OF THE CONFLICT IS RECEIVED FROM THE COMPANY. EXECUTIVE SHALL
NOTIFY THE COMPANY PRIOR TO ENGAGING IN ANY SUCH ACTIVITIES. NOTHING CONTAINED
IN THIS PARAGRAPH 11 SHALL LIMIT THE PROVISIONS OF PARAGRAPH 9 HEREOF.
10
12.
EXECUTIVE'S REPRESENTATIONS. EXECUTIVE
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT BY EXECUTIVE DO NOT AND SHALL NOT CONFLICT
WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT,
INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH