THE TIME OF SUCH TERMINATION WITHIN A 100-MILE
RADIUS FROM THE COMPANY'S CURRENT HEADQUARTERS LOCATION AS OF THE DATE OF THIS
AGREEMENT; (B) DIRECTLY SOLICIT, CONTACT, INTERFERE WITH, OR DIVERT ANY CUSTOMER
SERVED BY THE COMPANY FOR THE BUSINESS, OR ANY PROSPECTIVE CUSTOMER IDENTIFIED
BY OR ON BEHALF OF THE COMPANY, DURING THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY; OR (C) DIRECTLY SOLICIT ANY EMPLOYEE THEN EMPLOYED BY THE COMPANY OR
PREVIOUSLY EMPLOYED BY THE COMPANY WITHIN THE ONE YEAR PERIOD PRECEDING
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY TO JOIN THE
EXECUTIVE, WHETHER AS A PARTNER, AGENT, EMPLOYEE OR OTHERWISE, IN ANY ENTERPRISE
ENGAGED IN A BUSINESS SIMILAR TO THE BUSINESS OF THE COMPANY BEING CONDUCTED AT
THE TIME OF SUCH TERMINATION.
(C)
ACKNOWLEDGMENT.
THE EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS
SET FORTH IN SECTION 8 ARE REASONABLE IN SCOPE AND ESSENTIAL TO THE PRESERVATION
OF THE BUSINESS OF THE COMPANY AND PROPRIETARY PROPERTIES AND THAT THE
ENFORCEMENT THEREOF WILL NOT IN ANY MANNER PRECLUDE THE EXECUTIVE, IN THE EVENT
OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE COMPANY, FROM BECOMING
GAINFULLY EMPLOYED IN SUCH MANNER AND TO SUCH EXTENT AS TO PROVIDE A STANDARD OF
LIVING FOR HIMSELF/HERSELF, THE MEMBERS OF HIS/HER FAMILY, AND THOSE DEPENDENT
UPON HIM OF AT LEAST THE SORT AND FASHION TO WHICH HE/SHE AND THEY HAVE BECOME
ACCUSTOMED AND MAY EXPECT.
(D)
SEVERABILITY.
THE COVENANTS OF THE EXECUTIVE CONTAINED IN SECTION
8 OF THIS AGREEMENT SHALL EACH BE CONSTRUED AS AN AGREEMENT INDEPENDENT OF ANY
OTHER PROVISION IN THIS AGREEMENT, AND THE EXISTENCE OF ANY CLAIM OR CAUSE OF
ACTION OF THE EXECUTIVE AGAINST THE COMPANY, WHETHER PREDICATED ON THIS
AGREEMENT OR OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO THE ENFORCEMENT BY THE
COMPANY OF SUCH COVENANTS. BOTH PARTIES HEREBY EXPRESSLY AGREE AND CONTRACT THAT
IT IS NOT THE INTENTION OF EITHER PARTY
6
TO VIOLATE ANY PUBLIC POLICY, OR STATUTORY OR COMMON LAW, AND THAT IF ANY
SENTENCE, PARAGRAPH, CLAUSE, OR COMBINATION OF THE SAME OF THIS AGREEMENT IS IN
VIOLATION OF THE LAW, SUCH SENTENCE, PARAGRAPH, CLAUSE OR COMBINATION OF THE
SAME SHALL BE VOID, AND THE REMAINDER OF SUCH PARAGRAPH AND THIS AGREEMENT SHALL
REMAIN BINDING ON THE PARTIES TO MAKE THE COVENANTS OF THIS AGREEMENT BINDING
ONLY TO THE EXTENT THAT IT MAY BE LAWFULLY DONE. IN THE EVENT THAT ANY PART OF
ANY COVENANT OF THIS AGREEMENT IS DETERMINED BY A COURT OF LAW TO BE OVERLY
BROAD THEREBY MAKING THE COVENANT UNENFORCEABLE, THE PARTIES HERETO AGREE, AND
IT IS THEIR DESIRE, THAT SUCH COURT SHALL SUBSTITUTE A JUDICIALLY ENFORCEABLE
LIMITATION IN ITS PLACE, AND THAT AS SO MODIFIED THE COVENANT SHALL BE BINDING
UPON THE PARTIES AS IF ORIGINALLY SET FORTH HEREIN.
9.
GENERAL PROVISIONS.
(A)
GOODWILL.
THE COMPANY HAS INVESTED SUBSTANTIAL TIME AND MONEY IN
THE DEVELOPMENT OF ITS PRODUCTS, SERVICES, TERRITORIES, ADVERTISING AND
MARKETING THEREOF, SOLICITING CLIENTS AND CREATING GOODWILL. BY ACCEPTING
EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE ACKNOWLEDGES THAT THE CUSTOMERS ARE
THE CUSTOMERS