AGAINST EXECUTIVE AND RESO SHALL NOT
ATTEMPT TO ENFORCE THE SAME.
(F)
EXECUTIVE AGREES AND ACKNOWLEDGES THAT
RESO DOES NOT HAVE AN ADEQUATE REMEDY AT LAW FOR THE BREACH OR THREATENED BREACH
BY EXECUTIVE OF THIS SECTION 7 AND AGREES THAT RESO MAY, IN ADDITION TO THE
OTHER REMEDIES WHICH MAY BE AVAILABLE TO IT UNDER THIS AGREEMENT, FILE SUIT IN
EQUITY TO ENJOIN EXECUTIVE FROM SUCH BREACH OR THREATENED BREACH.
8.
CERTAIN REPRESENTATIONS.
EXECUTIVE
ACKNOWLEDGES THAT AS A PUBLICLY TRADED COMPANY FUNCTIONING UNDER THE RECENTLY
ENACTED SARBANES-OXLEY ACT, CGI AND ITS SUBSIDIARIES INCLUDING RESO ARE SUBJECT
TO CLOSE SCRUTINY REGARDING THEIR ACTIVITIES, INTERNAL FINANCIAL CONTROLS, AND
PUBLIC COMMENTS AND DISCLOSURES. TO APPROPRIATELY PROTECT CGI AND ITS
SUBSIDIARIES INCLUDING RESO, EXECUTIVE EXPRESSLY ACKNOWLEDGES AND AGREES AS
FOLLOWS:
(A)
EXECUTIVE'S EMPLOYMENT BY RESO SHALL BE
FULL-TIME EMPLOYMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DURING THE PERIOD OF
SUCH EMPLOYMENT BY RESO, EXECUTIVE SHALL NOT HAVE, PROVIDE OR PERFORM ANY WORK,
ADVICE, ASSISTANCE, CONSULTATION, ANALYSIS, INPUT, PARTICIPATION, OR INTEREST
WHATSOEVER (INCLUDING BUT NOT LIMITED TO ANY FINANCIAL INTEREST, DIRECT OR
INDIRECT, LEGAL OR BENEFICIAL) IN OR FOR THE BENEFIT OF ANY CORPORATION,
PARTNERSHIP, JOINT VENTURE, LIMITED LIABILITY COMPANY, SOLE PROPRIETORSHIP, OR
ANY OTHER ENTITY WHATSOEVER, WHETHER FOR-PROFIT OR NON-PROFIT AND REGARDLESS OF
WHETHER OR NOT SUCH ENTITY COMPETES AGAINST THE BUSINESS, EXCEPTING VOLUNTEER
4
ACTIVITIES FOR LOCAL CHURCHES OR SCHOOLS AND PASSIVE REAL ESTATE INVESTMENTS OR
INVESTMENTS IN PUBLICLY TRADED STOCKS PROVIDED THAT SUCH VOLUNTEER ACTIVITIES
AND INVESTMENTS DO NOT INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S WORK FOR
RESO.
(B)
DURING AND FOLLOWING ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT BY RESO FOR ANY REASON AND UNDER ANY CIRCUMSTANCES
WHATSOEVER:
(1)
EXECUTIVE SHALL REFRAIN FROM MAKING ANY
PUBLIC OR PRIVATE DISCLOSURES REGARDING RESO, CGI, ANY SUBSIDIARY OF CGI OR
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS, EXCEPT
DISCLOSURES OF SUCH INFORMATION AS MAY HAVE BEEN PUBLICLY DISCLOSED BY CGI OR
ITS SUBSIDIARIES INCLUDING RESO FROM TIME TO TIME IN PRESS RELEASES OR IN
FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, AND EXCEPT AS MAY BE
REQUIRED BY APPLICABLE LAW OR COURT ORDER; AND
(2)
EXECUTIVE SHALL REFRAIN FROM MAKING PUBLIC
OR PRIVATE DISPARAGING REMARKS REGARDING THE BUSINESS, RESO, CGI, ANY SUBSIDIARY
OF CGI OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS, OR
CGI'S COMMON STOCK.
(C)
EXECUTIVE FURTHER REPRESENTS, WARRANTS AND
COVENANTS AS FOLLOWS:
(1)
THAT EXECUTIVE IS NOT SUBJECT TO ANY
CONTRACT, NON-COMPETE AGREEMENT, DECREE OR INJUNCTION WHICH PROHIBITS OR
RESTRICTS HIS PERFORMANCE OF THE DUTIES SET FORTH HEREIN WITH RESO, THE
CONTINUED OPERATION OF RESO'S BUSINESS OR THE EXPANSION THEREOF TO OTHER
GEOGRAPHICAL AREAS, CUSTOMERS AND SUPPLIERS OR LINES OF BUSINESS; AND
(2)
THAT NO CLAIMS OR LAWSUITS ARE PENDING AT
THE TIME OF THIS AGREEMENT AGAINST EXECUTIVE OR ANY CORPORATION OR OTHER ENTITY
WHEREIN HE WAS OR IS AN OFFICER OR DIRECTOR.
(D)
IF DURING THE PERIOD OF HIS EMPLOYMENT BY
RESO, EXECUTIVE VIOLATES THIS SECTION 8 OR ANY OF THE REPRESENTATIONS,
WARRANTIES AND COVENANTS MADE BY EXECUTIVE IN THIS