REQUIREMENT THAT A BOND OR OTHER SECURITY BE POSTED, AND THIS
AGREEMENT SHALL NOT IN ANY WAY LIMIT REMEDIES OF LAW OR IN EQUITY OTHERWISE
AVAILABLE TO THE COMPANY.
6.5.2.
JUDICIAL MODIFICATION.
IF ANY COURT DETERMINES THAT ANY
OF THE RESTRICTIVE COVENANTS, OR ANY PART THEREOF, IS UNENFORCEABLE BECAUSE OF
THE DURATION OR GEOGRAPHICAL SCOPE OF SUCH PROVISION, SUCH COURT SHALL HAVE THE
POWER TO MODIFY SUCH PROVISION AND, IN ITS MODIFIED FORM, SUCH PROVISION SHALL
THEN BE ENFORCEABLE.
6.5.3.
ACCOUNTING.
IF THE EMPLOYEE BREACHES ANY OF THE
RESTRICTIVE COVENANTS, THE COMPANY WILL HAVE THE RIGHT AND REMEDY TO REQUIRE THE
EMPLOYEE TO ACCOUNT FOR AND PAY OVER TO THE COMPANY ALL COMPENSATION, PROFITS,
MONIES, ACCRUALS, INCREMENTS OR OTHER BENEFITS DERIVED OR RECEIVED BY THE
EMPLOYEE AS THE RESULT OF SUCH BREACH.
THIS RIGHT AND REMEDY WILL BE IN
ADDITION TO, AND NOT IN LIEU OF, ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO THE
COMPANY UNDER LAW OR IN EQUITY.
6.5.4.
ENFORCEABILITY.
IF ANY COURT HOLDS THE RESTRICTIVE
COVENANTS UNENFORCEABLE BY REASON OF THEIR BREADTH OR SCOPE OR OTHERWISE, IT IS
THE INTENTION OF THE PARTIES HERETO THAT SUCH DETERMINATION NOT BAR OR IN ANY
WAY AFFECT THE RIGHT OF THE COMPANY TO THE RELIEF PROVIDED ABOVE IN THE COURTS
OF ANY OTHER JURISDICTION WITHIN THE GEOGRAPHIC SCOPE OF SUCH RESTRICTIVE
COVENANTS.
10
6.5.5.
DISCLOSURE OF RESTRICTIVE COVENANTS.
THE EMPLOYEE
AGREES TO DISCLOSE THE EXISTENCE AND TERMS OF THE RESTRICTIVE COVENANTS TO ANY
EMPLOYER THAT THE EMPLOYEE MAY WORK FOR DURING THE RESTRICTED PERIOD.
6.5.6.
EXTENSION OF RESTRICTED PERIOD.
IF THE EMPLOYEE
BREACHES SECTION 6.1 IN ANY RESPECT, THE RESTRICTIONS CONTAINED IN THAT SECTION
WILL BE EXTENDED FOR A PERIOD EQUAL TO THE PERIOD THAT THE EMPLOYEE WAS IN
BREACH.
7.
MISCELLANEOUS.
7.1.
NO LIABILITY OF OFFICERS AND DIRECTORS FOR SEVERANCE UPON INSOLVENCY.
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT AND INTENDING TO BE BOUND
BY THIS PROVISION, THE EMPLOYEE HEREBY (A) WAIVES ANY RIGHT TO CLAIM PAYMENT OF
AMOUNTS OWED TO HIM OR HER, NOW OR IN THE FUTURE, PURSUANT TO THIS AGREEMENT
FROM DIRECTORS OR OFFICERS OF THE COMPANY IF THE COMPANY BECOMES INSOLVENT, AND
(B) FULLY AND FOREVER RELEASES AND DISCHARGES THE COMPANY'S OFFICERS AND
DIRECTORS FROM ANY AND ALL CLAIMS, DEMANDS, LIENS, ACTIONS, SUITS, CAUSES OF
ACTION OR JUDGMENTS ARISING OUT OF ANY PRESENT OR FUTURE CLAIM FOR SUCH AMOUNTS.
7.2.
SUCCESSORS AND ASSIGNS. THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANY
SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AND BUSINESS BY MEANS OF
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, TRANSFER OF ASSETS, OR
OTHERWISE.
THE RIGHTS OF THE EMPLOYEE HEREUNDER ARE PERSONAL TO THE EMPLOYEE
AND MAY NOT BE ASSIGNED BY HIM.
7.3.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS.
7.4.
ENFORCEMENT.
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT WILL BE INSTITUTED IN THE UNITED STATES DISTRICT COURT