THE CORPORATION OR ANY OF ITS AFFILIATES IN ANY
MANNER WHATSOEVER (OTHER THAN AS A PASSIVE INVESTOR), INCLUDING WITHOUT
LIMITATION, AS A PROPRIETOR, PARTNER, INVESTOR, SHAREHOLDER, DIRECTOR, OFFICER,
EMPLOYEE CONSULTANT, INDEPENDENT CONTRACTOR, OR OTHERWISE, WITHIN THE UNITED
STATES OF AMERICA;
(B)
THE TERM "AFFILIATE" MEANS ANY LEGAL ENTITY
THAT DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES CONTROLS, IS
CONTROLLED BY, OR IS UNDER THE COMMON CONTROL WITH THE CORPORATION; AND
(C)
THE TERM "CUSTOMERS" MEANS ALL PERSONS TO
WHOM THE CORPORATION OR ANY OF ITS AFFILIATES HAS SOLD ANY PRODUCT OR SERVICE
WITHIN A PERIOD OF TWELVE MONTHS PRIOR TO THE TIME EMPLOYEE CEASES TO BE
EMPLOYED BY THE CORPORATION.
10.
REASONABLENESS OF NON-DISCLOSURE AND
NONCOMPETITION RESTRICTIONS.
(A)
THE EMPLOYEE HAS CAREFULLY READ AND
CONSIDERED THE PROVISIONS OF PARAGRAPHS 8 AND 9, AND, HAVING DONE SO, AGREES
THAT THE RESTRICTIONS SET FORTH IN THESE PARAGRAPHS, INCLUDING, BUT NOT LIMITED
TO, THE TIME PERIOD OF RESTRICTION AND GEOGRAPHICAL AREAS OF RESTRICTION ARE
FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE
INTERESTS OF THE
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CORPORATION AND ITS PARENT OR SUBSIDIARY CORPORATIONS, OFFICERS, DIRECTORS,
SHAREHOLDERS, AND OTHER EMPLOYEES.
(B)
IN THE EVENT THAT, NOTWITHSTANDING THE
FOREGOING, ANY OF THE PROVISIONS OF PARAGRAPHS 8 AND 9 SHALL BE HELD TO BE
INVALID OR UNENFORCEABLE, THE REMAINING PROVISIONS THEREOF SHALL NEVERTHELESS
CONTINUE TO BE VALID AND ENFORCEABLE AS THOUGH THE INVALID OR UNENFORCEABLE
PARTS HAD NOT BEEN INCLUDED THEREIN.
IN THE EVENT THAT ANY PROVISION OF
PARAGRAPHS 8 OR 9 RELATING TO THE TIME PERIOD AND/OR THE AREAS OF RESTRICTION
AND/OR RELATED ASPECTS SHALL BE DECLARED BY A COURT OF COMPETENT JURISDICTION TO
EXCEED THE MAXIMUM RESTRICTIVENESS SUCH COURT DEEMS REASONABLE AND ENFORCEABLE,
THE TIME PERIOD AND/OR AREAS OF RESTRICTION AND/OR RELATED ASPECTS DEEMED
REASONABLE AND ENFORCEABLE BY THE COURT SHALL BECOME AND THEREAFTER BE THE
MAXIMUM RESTRICTION IN SUCH REGARD, AND THE RESTRICTION SHALL REMAIN ENFORCEABLE
TO THE FULLEST EXTENT DEEMED REASONABLE BY SUCH COURT.
11.
REMEDIES FOR BREACH OF EMPLOYEE'S COVENANTS
OF NON-DISCLOSURE AND NONCOMPETITION.
IN THE EVENT OF A BREACH OR THREATENED
BREACH OF ANY OF THE COVENANTS IN PARAGRAPHS 8 AND 9, THE CORPORATION SHALL HAVE
THE RIGHT TO SEEK MONETARY DAMAGES FOR ANY PAST BREACH AND EQUITABLE RELIEF,
INCLUDING SPECIFIC PERFORMANCE BY MEANS OF AN INJUNCTION AGAINST THE EMPLOYEE OR
AGAINST THE EMPLOYEE'S PARTNERS, AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYERS,
EMPLOYEES, FAMILY MEMBERS AND/OR ANY AND ALL PERSONS ACTING DIRECTLY OR
INDIRECTLY BY OR WITH HIM, TO PREVENT OR RESTRAIN ANY SUCH BREACH.
12.
TERMINATION.
EMPLOYMENT OF THE EMPLOYEE
UNDER THIS AGREEMENT MAY BE TERMINATED:
(A)
BY THE EMPLOYEE'S DEATH.
(B)
BY MUTUAL AGREEMENT OF THE EMPLOYEE AND THE
CORPORATION.
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(C)
BY THE CORPORATION FOR CAUSE.
THIS
AGREEMENT AND THE EMPLOYEE'S EMPLOYMENT WITH THE CORPORATION MAY BE TERMINATED
FOR CAUSE AT ANY TIME IN ACCORDANCE WITH SUBPARAGRAPH (E) OF THIS SECTION.
FOR
PURPOSES OF THIS AGREEMENT, CAUSE SHALL MEAN ONLY THE FOLLOWING: (I) A
CONVICTION OF OR A PLEA OF GUILTY OR NOLO