RELIEF FROM A COURT
OF COMPETENT JURISDICTION 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 A BREACH OR VIOLATION BY EXECUTIVE OF PARAGRAPH 7, THE NONCOMPETE
PERIOD SHALL BE AUTOMATICALLY EXTENDED BY THE AMOUNT OF TIME BETWEEN THE INITIAL
OCCURRENCE OF THE BREACH OR VIOLATION AND WHEN SUCH BREACH OR VIOLATION HAS BEEN
DULY CURED.
EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN PARAGRAPH
7 ARE REASONABLE AND THAT HE HAS REVIEWED THE PROVISIONS OF THIS AGREEMENT WITH
HIS LEGAL COUNSEL.
9.
ADDITIONAL ACKNOWLEDGMENTS.
IN ADDITION, EXECUTIVE
ACKNOWLEDGES THAT THE PROVISIONS OF PARAGRAPHS 5, 6 AND 7 ARE IN CONSIDERATION
OF EMPLOYMENT WITH THE COMPANY AND ADDITIONAL GOOD AND VALUABLE CONSIDERATION AS
SET FORTH IN THIS AGREEMENT.
EXECUTIVE ALSO ACKNOWLEDGES THAT (I) THE
RESTRICTIONS CONTAINED IN PARAGRAPHS 5, 6 AND 7 DO NOT PRECLUDE EXECUTIVE FROM
EARNING A LIVELIHOOD, NOR DO THEY UNREASONABLY IMPOSE LIMITATIONS ON EXECUTIVE'S
ABILITY TO EARN A LIVING, (II) THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES
IS INTERNATIONAL IN SCOPE AND WITHOUT GEOGRAPHICAL LIMITATION AND
(III) NOTWITHSTANDING THE STATE OF FORMATION OR PRINCIPAL OFFICE OF THE COMPANY
OR RESIDENCE OF ANY OF ITS EXECUTIVES OR EMPLOYEES (INCLUDING EXECUTIVE), THE
COMPANY AND ITS SUBSIDIARIES HAVE BUSINESS ACTIVITIES AND HAVE VALUABLE BUSINESS
RELATIONSHIPS WITHIN ITS INDUSTRY THROUGHOUT THE WORLD.
EXECUTIVE AGREES AND
ACKNOWLEDGES THAT THE POTENTIAL HARM TO THE COMPANY AND ITS SUBSIDIARIES OF THE
NON-ENFORCEMENT OF PARAGRAPHS 5, 6 AND 7 OUTWEIGHS ANY POTENTIAL HARM TO
EXECUTIVE OF ITS ENFORCEMENT BY INJUNCTION OR OTHERWISE.
EXECUTIVE ACKNOWLEDGES
THAT HE HAS CAREFULLY READ THIS AGREEMENT AND HAS GIVEN CAREFUL CONSIDERATION TO
THE RESTRAINTS IMPOSED UPON EXECUTIVE BY THIS AGREEMENT AND IS IN FULL ACCORD AS
TO THEIR NECESSITY FOR THE REASONABLE AND PROPER PROTECTION OF CONFIDENTIAL AND
PROPRIETARY INFORMATION OF THE COMPANY AND ITS SUBSIDIARIES NOW EXISTING OR TO
BE DEVELOPED IN THE FUTURE AND THE COMPANY'S GOOD WILL AND THAT EACH AND EVERY
RESTRAINT IMPOSED BY THIS AGREEMENT IS REASONABLE WITH RESPECT TO SUBJECT
MATTER, TIME PERIOD AND GEOGRAPHICAL AREA.
IF ANY RESTRICTION SET FORTH IN THIS
SECTION 7 IS FOUND BY ANY COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE
BECAUSE IT EXTENDS FOR TOO LONG A PERIOD OF TIME OR OVER TOO GREAT A RANGE OF
ACTIVITIES OR IN TOO BROAD A GEOGRAPHIC AREA, IT SHALL BE INTERPRETED TO EXTEND
ONLY OVER THE MAXIMUM PERIOD OF TIME, RANGE OF ACTIVITIES OR GEOGRAPHIC AREA AS
TO WHICH IT MAY BE ENFORCEABLE
10.
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
8
AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY
CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH EXECUTIVE IS
A PARTY OR BY WHICH HE IS BOUND, (II) EXECUTIVE IS NOT A PARTY TO OR BOUND BY
ANY EMPLOYMENT AGREEMENT, NONCOMPETE AGREEMENT, CONFIDENTIALITY AGREEMENT OR
OTHER RESTRICTION WITH