BEING FORMED, OR OTHERWISE DIVERT FROM THE COMPANY, ANY CUSTOMER,
OR SOLICIT, INDUCE OR INFLUENCE ANY CUSTOMER TO DISCONTINUE, REDUCE THE EXTENT
OF, DISCOURAGE THE DEVELOPMENT OF OR OTHERWISE HARM ITS RELATIONSHIP WITH THE
COMPANY, INCLUDING, WITHOUT LIMITATION, TO COMMENCE OR INCREASE ITS RELATIONSHIP
WITH ANY COMPETITOR.
(B)
PERSONNEL.
DURING THE RESTRICTION PERIOD,
EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, RECRUIT, SOLICIT OR OTHERWISE
INDUCE OR INFLUENCE ANY PERSONNEL OF THE COMPANY TO DISCONTINUE, REDUCE THE
EXTENT OF, DISCOURAGE THE DEVELOPMENT OF OR OTHERWISE HARM ITS RELATIONSHIP OR
COMMITMENT TO THE COMPANY.
CONDUCT PROHIBITED UNDER THIS SECTION 5.4(B) SHALL
INCLUDE, WITHOUT LIMITATION, EMPLOYING, SEEKING TO EMPLOY OR CAUSING, AIDING,
INDUCING OR INFLUENCING A COMPETITOR TO EMPLOY OR SEEK TO EMPLOY ANY PERSONNEL
OF THE COMPANY.
5.5.
EQUITABLE RELIEF.
EACH OF THE PARTIES
ACKNOWLEDGES THAT THE PROVISIONS AND RESTRICTIONS OF THIS SECTION 5 ARE
REASONABLE AND NECESSARY FOR THE PROTECTION OF THE LEGITIMATE INTERESTS OF
COMPANY.
EACH OF THE PARTIES FURTHER ACKNOWLEDGES THAT THE PROVISIONS AND
RESTRICTIONS OF THIS SECTION 5 ARE UNIQUE AND THAT ANY BREACH OR THREATENED
BREACH OF ANY SUCH PROVISIONS OR RESTRICTIONS WILL PROVIDE COMPANY WITH NO
ADEQUATE REMEDY AT LAW, AND THE RESULT WILL BE IRREPARABLE HARM TO COMPANY.
THEREFORE, THE PARTIES HERETO AGREE THAT UPON A BREACH OR THREATENED BREACH OF
THE PROVISIONS OR RESTRICTIONS OF THIS SECTION 5, COMPANY SHALL BE ENTITLED, IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES WHICH MAY BE AVAILABLE TO IT, TO
INSTITUTE AND MAINTAIN PROCEEDINGS AT LAW OR IN EQUITY, TO RECOVER DAMAGES, TO
OBTAIN AN EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS OR OTHER BENEFITS
RESULTING FROM SUCH BREACH OR THREATENED BREACH AND TO OBTAIN SPECIFIC
PERFORMANCE OR A TEMPORARY AND PERMANENT INJUNCTION.
6
5.6.
FULL RESTRICTION PERIOD.
IF EXECUTIVE
VIOLATES ANY RESTRICTIVE COVENANT CONTAINED HEREIN AND COMPANY INSTITUTES ACTION
FOR EQUITABLE RELIEF, COMPANY, AS A RESULT OF THE TIME INVOLVED IN OBTAINING
SUCH RELIEF, SHALL NOT BE DEPRIVED OF THE BENEFIT OF THE FULL NON-COMPETITION
PERIOD OR RESTRICTION PERIOD, AS THE CASE MAY BE.
ACCORDINGLY, THE
NON-COMPETITION PERIOD AND THE RESTRICTION PERIOD SHALL BE DEEMED TO HAVE THE
RESPECTIVE DURATIONS SPECIFIED IN SECTION 5.1, COMPUTED FROM AND COMMENCING ON
THE DATE ON WHICH RELIEF IS GRANTED BY A FINAL ORDER FROM WHICH THERE IS NO
APPEAL, BUT REDUCED, IF APPLICABLE, BY THE LENGTH OF TIME BETWEEN THE DATE SUCH
PERIOD INITIALLY COMMENCED AND THE DATE OF THE FIRST VIOLATION OF ANY
RESTRICTIVE COVENANT BY EXECUTIVE.
5.7.
EQUITABLE ACCOUNTING.
COMPANY SHALL HAVE THE
RIGHT TO DEMAND AND RECEIVE EQUITABLE ACCOUNTING WITH RESPECT TO ANY
CONSIDERATION RECEIVED BY EXECUTIVE IN CONNECTION WITH ACTIVITIES IN BREACH OF
THE RESTRICTIVE COVENANTS HEREIN, AND COMPANY SHALL BE ENTITLED TO PAYMENT FROM
EXECUTIVE OF SUCH CONSIDERATION ON DEMAND.
5.8.
PRIOR BREACHES.
NEITHER THE EXPIRATION OF THE
RESTRICTION PERIOD NOR THE TERMINATION OF THE STATUS OF ANY CUSTOMER OR
PERSONNEL AS SUCH (WHETHER OR NOT DUE TO A BREACH HEREOF BY EXECUTIVE) SHALL
PRECLUDE, LIMIT OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF COMPANY