PERSON WHO IS OR THAT IS, AT THE TIME OF THE DATE OF TERMINATION, OR HAS BEEN
WITHIN SIX (6) MONTHS PRIOR TO THE DATE OF TERMINATION, A SUPPLIER, LICENSEE OR
CONSULTANT OF, OR PROVIDER OF GOODS OR SERVICES TO THE COMPANY OR ITS
AFFILIATES, FOR THE PURPOSE OR WITH THE INTENT OF (A) INDUCING OR ATTEMPTING TO
INDUCE SUCH PERSON TO CEASE DOING BUSINESS WITH THE COMPANY OR ITS AFFILIATES OR
(B) IN ANY WAY INTERFERING WITH THE RELATIONSHIP BETWEEN SUCH PERSON AND THE
COMPANY OR ITS AFFILIATES.
(C)
IN THE EVENT THE SEVERANCE PERIOD IS LESS
THAN 12 MONTHS, OR IN THE EVENT THERE IS NO SEVERANCE PERIOD, THE COMPANY SHALL
HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO EXTEND THE PERIOD OF TIME DURING
WHICH THE RESTRICTIVE COVENANTS SET FORTH IN CLAUSES (A) AND (B) ABOVE SHALL
REMAIN IN EFFECT FOR UP TO 24 ADDITIONAL MONTHS FOLLOWING THE SEVERANCE PERIOD
OR THE DATE OF TERMINATION, AS THE CASE MAY BE, SUBJECT TO PAYING CONSIDERATION
TO THE EXECUTIVE FOR SUCH EXTENDED PERIOD IN CASH IN AN AMOUNT EQUAL TO THE
EXECUTIVE'S BASE SALARY IN EFFECT ON THE DATE OF TERMINATION, PAYABLE MONTHLY IN
ARREARS.
THE COMPANY SHALL PROVIDE WRITTEN NOTICE TO THE EXECUTIVE AT LEAST 60
DAYS PRIOR TO THE SECOND ANNIVERSARY OF THE DATE OF TERMINATION OF THE COMPANY'S
ELECTION TO EXTEND THE RESTRICTIVE COVENANTS AS PROVIDED HEREIN.
(D)
BECAUSE OF THE DIFFICULTY OF MEASURING
ECONOMIC LOSSES TO THE COMPANY AS A RESULT OF A BREACH OF THE FOREGOING
COVENANTS, AND BECAUSE OF THE IMMEDIATE AND IRREPARABLE DAMAGE THAT COULD BE
CAUSED TO THE COMPANY AND ITS AFFILIATES FOR WHICH IT WOULD HAVE NO OTHER
ADEQUATE REMEDY, EXECUTIVE AGREES THAT THE FOREGOING COVENANTS IN THIS
SECTION 9, IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER RIGHTS, REMEDIES OR
DAMAGES AVAILABLE TO THE COMPANY AT LAW, IN EQUITY OR UNDER THIS AGREEMENT,
SHALL BE ENFORCED BY THE COMPANY IN THE EVENT OF THE BREACH OR THREATENED BREACH
BY EXECUTIVE, BY INJUNCTIONS AND/OR RESTRAINING ORDERS.
(E)
IT IS AGREED BY THE PARTIES THAT THE
COVENANTS CONTAINED IN THIS SECTION 9 IMPOSE A FAIR AND REASONABLE RESTRAINT ON
EXECUTIVE IN LIGHT OF THE ACTIVITIES AND BUSINESS OF THE COMPANY AND ITS
AFFILIATES ON THE DATE OF THE EXECUTION OF THIS AGREEMENT AND THE CURRENT PLANS
OF THE COMPANY AND ITS AFFILIATES; BUT IT IS ALSO THE INTENT OF THE COMPANY AND
EXECUTIVE THAT SUCH COVENANTS BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
CHANGING ACTIVITIES, BUSINESS AND LOCATIONS OF THE COMPANY AND ITS AFFILIATES
THROUGHOUT THE TERM OF THESE COVENANTS.
EXECUTIVE ALSO ACKNOWLEDGES THAT THIS
RESTRAINT WILL NOT PREVENT HIM FROM EARNING A LIVING IN HIS CHOSEN FIELD OF
WORK.
(F)
THE COVENANTS IN THIS SECTION 9 ARE
SEVERABLE AND SEPARATE, AND THE UNENFORCEABILITY OF ANY SPECIFIC COVENANT SHALL
NOT AFFECT THE PROVISIONS OF ANY OTHER COVENANT.
MOREOVER, IN THE EVENT ANY
COURT OF COMPETENT JURISDICTION SHALL DETERMINE THAT THE SCOPE, TIME OR
TERRITORIAL RESTRICTIONS SET FORTH HEREIN