OR INDIRECTLY THROUGH ANOTHER ENTITY), OR (III) INDUCE OR
ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE OR OTHER PERSON HAVING A
BUSINESS RELATIONSHIP WITH THE COMPANY OR ANY OTHER SUBSIDIARY OF THE COMPANY TO
CEASE DOING BUSINESS WITH THE COMPANY OR SUCH OTHER SUBSIDIARY OF THE COMPANY OR
INTERFERE MATERIALLY WITH THE RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER,
LICENSEE OR OTHER PERSON HAVING A BUSINESS RELATIONSHIP WITH THE COMPANY OR ANY
OTHER SUBSIDIARY OF THE COMPANY.
(C)
IF, AT THE TIME OF ENFORCEMENT OF THIS
PARAGRAPH 8, A COURT SHALL HOLD THAT THE DURATION, SCOPE OR AREA RESTRICTIONS
STATED HEREIN ARE UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES
AGREE THAT THE MAXIMUM DURATION, SCOPE OR AREA REASONABLE UNDER SUCH
CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED DURATION, SCOPE OR AREA AND
THAT THE COURT SHALL BE ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO
COVER THE MAXIMUM PERIOD, SCOPE AND AREA PERMITTED BY LAW.
(D)
IN THE EVENT OF THE BREACH OR A THREATENED
BREACH BY EXECUTIVE OF ANY OF THE PROVISIONS OF THIS PARAGRAPH 8, THE COMPANY,
IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES EXISTING IN ITS
FAVOR, MAY APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION FOR
SPECIFIC PERFORMANCE OR INJUNCTIVE OR OTHER RELIEF IN ORDER TO ENFORCE OR
PREVENT ANY VIOLATIONS OF THE PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER
SECURITY).
6
9.
INCAPACITY.
WITHOUT PREJUDICE TO
EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT, IF AT ANY TIME DURING THE TERM OF THIS
AGREEMENT EXECUTIVE IS ABSENT FROM HIS DUTIES WITH THE COMPANY FOR THIRTY (30)
CONSECUTIVE DAYS AS A RESULT OF INCAPACITY DUE TO MENTAL ILLNESS OR PHYSICAL
ILLNESS OR INJURY, THE COMPANY'S BOARD OF DIRECTORS MAY APPOINT AN INTERIM
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OR ASSUME EXTENDED MANAGEMENT
RESPONSIBILITIES FOR THE DURATION OF EXECUTIVE'S ABSENCE. UNLESS EXECUTIVE'S
EMPLOYMENT HAS BEEN TERMINATED PREVIOUSLY UNDER THIS AGREEMENT, EXECUTIVE SHALL
BE PERMITTED TO RESUME PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES UNDER THIS
AGREEMENT UPON REGAINING THE CAPACITY TO DO SO.
10.
EXECUTIVE REPRESENTATIONS.
EXECUTIVE HEREBY
REPRESENTS AND WARRANTS TO THE COMPANY THAT (A) THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY EXECUTIVE DOES NOT AND WILL 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,
(B) EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT, NONCOMPETE
AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR ENTITY WITH
WHICH THIS AGREEMENT WOULD CONFLICT OR CONSTITUTE A BREACH THEREOF AND (C) UPON
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY EXECUTIVE AND THE COMPANY, THIS
AGREEMENT SHALL BE THE VALID AND BINDING OBLIGATION OF EXECUTIVE, ENFORCEABLE
AGAINST EXECUTIVE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO BANKRUPTCY,
INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM AND SIMILAR LAWS
AFFECTING THE ENFORCEABILITY OF CONTRACTUAL OBLIGATIONS AND CREDITOR'S RIGHTS
GENERALLY AND TO FEDERAL AND STATE CONSTITUTIONAL PROSCRIPTIONS AND BY THE
APPLICATION OF EQUITABLE