OF THE COMPANY, (C) SOLICIT OR ATTEMPT TO SOLICIT ANY
EMPLOYEES OF THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY TO LEAVE THE
EMPLOY OF THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY, OR (D) HIRE
ANY EMPLOYEES OR FORMER EMPLOYEES OF THE COMPANY OR ANY PARENT OR SUBSIDIARY OF
THE COMPANY OR CAUSE ANY ENTITY WITH WHICH EMPLOYEE IS AFFILIATED OR IN WHICH
EMPLOYEE OWNS AN EQUITY INTEREST TO HIRE ANY SUCH EMPLOYEES OR FORMER
EMPLOYEES.
AS USED HEREIN, THE TERM "FORMER EMPLOYEE" MEANS A PERSON WHO HAS
BEEN AN EMPLOYEE OF THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY
WITHIN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE OF DETERMINATION.
2.
NOTICE OF SUBSEQUENT EMPLOYMENT.
EMPLOYEE AGREES THAT DURING THE NON-COMPETITION PERIOD EMPLOYEE WILL KEEP THE
COMPANY INFORMED OF THE NAMES AND ADDRESSES OF ALL PERSONS, FIRMS OR
CORPORATIONS BY OR FOR WHOM HE IS EMPLOYED FROM TIME TO TIME, OR FOR WHOM HE
ACTS AS AGENT OR CONSULTANT OR IN WHOM HE MAY OWN ANY ONE PERCENT (1%) OR MORE
EQUITY INTEREST; AND EMPLOYEE ALSO AGREES THAT IF, DURING SUCH TIME, HE CONDUCTS
ANY BUSINESS ON HIS OWN ACCOUNT OR AS A PARTNER OR CO-VENTURER, HE SHALL KEEP
THE COMPANY INFORMED OF THAT FACT AND OF THE NATURE, NAMES AND ADDRESSES OF SUCH
BUSINESS AS CONDUCTED FROM TIME TO TIME.
3.
BREACH.
EMPLOYEE AGREES THAT A REMEDY
AT LAW FOR BREACH OF THE COVENANTS CONTAINED HEREIN WOULD BE INADEQUATE, THAT
THE COMPANY WOULD SUFFER IRREPARABLE HARM AS A RESULT OF SUCH BREACH AND THAT IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES OF THE COMPANY FOR
SUCH BREACH, THE COMPANY SHALL BE ENTITLED TO APPLY TO A COURT OF COMPETENT
JURISDICTION FOR TEMPORARY AND PERMANENT INJUNCTION OR AN ORDER FOR SPECIFIC
PERFORMANCE OF SUCH COVENANTS WITHOUT THE NECESSITY OF PROVING ACTUAL DAMAGE TO
THE COMPANY, AND, IF THE COMPANY PREVAILS, TO RECOVER FROM EMPLOYEE ALL COSTS OF
ANY SUCH ACTION BROUGHT BY THE COMPANY, INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEYS' FEES AND EXPENSES.
4.
ENFORCEMENT.
IT IS THE DESIRE AND
INTENT OF EMPLOYEE THAT THE COVENANTS OF EMPLOYEE CONTAINED HEREIN SHALL BE
ENFORCED TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAWS AND PUBLIC POLICIES OF
EACH JURISDICTION IN WHICH ENFORCEMENT IS SOUGHT.
IF ANY PARTICULAR
PROVISION(S) OF THIS AGREEMENT SHALL BE ADJUDICATED TO BE INVALID OR
UNENFORCEABLE, SUCH PROVISION(S) SHALL BE DEEMED AMENDED TO PROVIDE RESTRICTIONS
TO THE FULLEST EXTENT PERMISSIBLE, CONSISTENT WITH APPLICABLE LAW AND POLICIES,
AND SUCH AMENDMENT SHALL APPLY ONLY WITH RESPECT TO THE PARTICULAR JURISDICTION
IN WHICH SUCH ADJUDICATION IS MADE.
IF SUCH DEEMED AMENDMENT IS NOT ALLOWED BY
THE ADJUDICATING BODY, THE OFFENDING PROVISION SHALL BE DELETED AND THE
REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED.
THIS AGREEMENT SHALL BE IN
ADDITION TO AND NOT IN LIEU OF ANY OTHER NONCOMPETITION OR SIMILAR COVENANTS OF
EMPLOYEE ENTERED INTO PRIOR TO OR AFTER THE DATE HEREOF (UNLESS OTHERWISE
PROVIDED IN A WRITTEN AGREEMENT SIGNED BY THE COMPANY).