THEIR RESPECTIVE SUBSIDIARIES HAS ENTERTAINED DISCUSSIONS OR HAS
REQUESTED AND RECEIVED INFORMATION RELATING TO THE ACQUISITION OF SUCH BUSINESS
BY THE COMPANY, EMPLOYER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES IN THE TWO-YEAR
PERIOD IMMEDIATELY PRECEDING A SEPARATION.
(C)
ENFORCEMENT.
IF, AT THE TIME OF
ENFORCEMENT OF SECTION 2 OR THIS SECTION 3, A COURT HOLDS THAT THE RESTRICTIONS
STATED HEREIN ARE UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES
HERETO AGREE THAT THE MAXIMUM DURATION, SCOPE OR GEOGRAPHICAL AREA REASONABLE
UNDER SUCH CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR
AREA AND
5
THAT THE COURT SHALL BE ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO
COVER THE MAXIMUM DURATION, SCOPE AND AREA PERMITTED BY LAW. BECAUSE EXECUTIVE'S
SERVICES ARE UNIQUE AND BECAUSE EXECUTIVE HAS ACCESS TO CONFIDENTIAL
INFORMATION, THE PARTIES HERETO AGREE THAT MONEY DAMAGES WOULD BE AN INADEQUATE
REMEDY FOR ANY BREACH OF THIS AGREEMENT. THEREFORE, IN THE EVENT A BREACH OR
THREATENED BREACH OF THIS AGREEMENT, THE COMPANY, EMPLOYER, THEIR RESPECTIVE
SUBSIDIARIES OR THEIR SUCCESSORS OR ASSIGNS MAY, IN ADDITION TO 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).
(D)
ADDITIONAL ACKNOWLEDGMENTS.
EXECUTIVE ACKNOWLEDGES THAT THE
PROVISIONS OF THIS SECTION 3 ARE IN CONSIDERATION OF: (I) EMPLOYMENT WITH THE
EMPLOYER, AND (II) ADDITIONAL GOOD AND VALUABLE CONSIDERATION AS SET FORTH IN
THIS AGREEMENT. IN ADDITION, EXECUTIVE AGREES AND ACKNOWLEDGES THAT THE
RESTRICTIONS CONTAINED IN SECTION 2 AND THIS SECTION 3 DO NOT PRECLUDE EXECUTIVE
FROM EARNING A LIVELIHOOD, NOR DO THEY UNREASONABLY IMPOSE LIMITATIONS ON
EXECUTIVE'S ABILITY TO EARN A LIVING. IN ADDITION, EXECUTIVE ACKNOWLEDGES
(I) THAT THE BUSINESS OF THE COMPANY, EMPLOYER AND THEIR RESPECTIVE SUBSIDIARIES
WILL BE INTERNATIONAL IN SCOPE AND WITHOUT GEOGRAPHICAL LIMITATION, (II)
NOTWITHSTANDING THE STATE OF INCORPORATION OR PRINCIPAL OFFICE OF THE COMPANY,
EMPLOYER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE
EXECUTIVES OR EMPLOYEES (INCLUDING THE EXECUTIVE), IT IS EXPECTED THAT THE
COMPANY AND EMPLOYER WILL HAVE BUSINESS ACTIVITIES AND HAVE VALUABLE BUSINESS
RELATIONSHIPS WITHIN ITS INDUSTRY THROUGHOUT THE WORLD, AND (III) AS PART OF HIS
RESPONSIBILITIES, EXECUTIVE WILL BE TRAVELING AROUND THE WORLD IN FURTHERANCE OF
EMPLOYER'S BUSINESS AND ITS RELATIONSHIPS.
EXECUTIVE AGREES AND ACKNOWLEDGES
THAT THE POTENTIAL HARM TO THE COMPANY AND EMPLOYER OF THE NON-ENFORCEMENT OF
SECTION 2 AND THIS SECTION 3 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 EMPLOYER NOW EXISTING OR TO BE
DEVELOPED IN THE FUTURE.
EXECUTIVE EXPRESSLY ACKNOWLEDGES AND AGREES THAT EACH
AND EVERY RESTRAINT IMPOSED BY THIS AGREEMENT IS REASONABLE WITH