SUCH CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION
AND THE COMPANY OR ANY SUBSIDIARY (INCLUDING, WITHOUT LIMITATION, MAKING ANY
NEGATIVE OR DISPARAGING STATEMENTS OR COMMUNICATIONS REGARDING THE COMPANY OR
ITS SUBSIDIARIES).
(C)
IF, AT THE TIME OF ENFORCEMENT OF THIS
PARAGRAPH 4, 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 4, THE COMPANY
WOULD SUFFER IRREPARABLE HARM, AND IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS
AND REMEDIES EXISTING IN ITS FAVOR, THE COMPANY SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT OF
COMPETENT JURISDICTION IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE
PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER SECURITY).
IN ADDITION, IN
THE EVENT OF AN ALLEGED BREACH OR VIOLATION BY EXECUTIVE OF THIS PARAGRAPH 4,
THE NONCOMPETE PERIOD SHALL BE TOLLED UNTIL SUCH BREACH OR VIOLATION HAS BEEN
DULY CURED.
EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN PARAGRAPH
4 ARE REASONABLE AND THAT HE HAS REVIEWED THE PROVISIONS OF THIS AGREEMENT WITH
HIS LEGAL COUNSEL.
5
5.
RELEASE.
EXECUTIVE SHALL EXECUTE THE GENERAL RELEASE DATED AS
OF THE DATE HEREOF (THE "RELEASE") ATTACHED AS EXHIBIT A HERETO.
WITHOUT
OTHERWISE LIMITING THE COMPANY'S RIGHTS AND SUBJECT TO AND IN FURTHER
CONSIDERATION OF EXECUTIVE'S OBLIGATIONS UNDER THE TERMS OF THIS AGREEMENT, THE
COMPANY AGREES THAT IT WILL NOT, EXCEPT TO THE EXTENT REQUIRED BY LAW, REQUIRE
EXECUTIVE TO REPAY OR OTHERWISE SEEK RECOVERY FROM EXECUTIVE OF ANY SALARY OR
BONUS AMOUNTS PAID TO, OR VESTED RESTRICTED STOCK OR VESTED STOCK OPTIONS
GRANTED TO, EXECUTIVE BY THE COMPANY DURING EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY.
6.
EXECUTIVE'S REPRESENTATIONS.
EXECUTIVE HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY EXECUTIVE DO NOT AND SHALL 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, (II) EXECUTIVE IS
NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT, NONCOMPETE AGREEMENT OR
CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR ENTITY AND (III) UPON THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY, THIS AGREEMENT SHALL BE
THE VALID AND BINDING OBLIGATION OF EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS.
EXECUTIVE HEREBY ACKNOWLEDGES AND REPRESENTS THAT HE HAS CONSULTED
WITH INDEPENDENT LEGAL COUNSEL REGARDING HIS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THAT HE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED
HEREIN.
7.
NOTICES.
ANY NOTICE PROVIDED FOR IN THIS AGREEMENT SHALL BE IN
WRITING AND