HAVE BEEN
TAKEN BY EXECUTIVE "INDIRECTLY" IF TAKEN BY OR THROUGH (A) ANY MEMBER OF HIS
FAMILY (WHETHER A CLOSE OR DISTANT RELATION BY BLOOD, MARRIAGE OR ADOPTION),
(B) ANY PERSON OWNED OR CONTROLLED, SOLELY OR WITH OTHERS, DIRECTLY OR
"INDIRECTLY" BY EXECUTIVE OR A MEMBER OF HIS FAMILY, (C) ANY PERSON OF WHICH HE
IS AN OWNER, PARTNER, COMPANY, EMPLOYEE, TRUSTEE, INDEPENDENT CONTRACTOR OR
AGENT, (D) ANY EMPLOYEES, PARTNERS OWNERS OR INDEPENDENT CONTRACTORS OF ANY SUCH
PERSON OR (E) ANY OTHER ONE OR MORE REPRESENTATIVES OR INTERMEDIARIES, IT BEING
THE INTENTION OF THE PARTIES THAT EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY
CIRCUMVENT ANY RESTRICTIVE COVENANT CONTAINED HEREIN OR THE INTENT THEREOF.
5.10.
NOTICE OF RESTRICTIONS.
DURING THE RESTRICTION PERIOD, EMPLOYEE
SHALL NOTIFY EACH PROSPECTIVE COMPANY, PARTNER OR CO-VENTURER OF THE
RESTRICTIONS CONTAINED IN THIS AGREEMENT.
COMPANY IS HEREBY AUTHORIZED TO
CONTACT ANY OF SUCH PERSONS FOR THE PURPOSE OF PROVIDING NOTICE OF SUCH
RESTRICTIONS.
5.11.
REDUCTION OF RESTRICTIONS BY COURT ACTION.
EACH OF THE PROVISIONS
HEREOF, INCLUDING, WITHOUT LIMITATION, THE PERIODS OF TIME, GEOGRAPHIC AREAS AND
TYPES AND SCOPES OF DUTIES OF, AND RESTRICTIONS ON THE ACTIVITIES OF, THE
PARTIES HERETO SPECIFIED HEREIN ARE AND ARE INTENDED TO BE DIVISIBLE, AND IF ANY
PORTION THEREOF (INCLUDING ANY SENTENCE, CLAUSE OR WORD) SHALL BE HELD CONTRARY
TO LAW OR INVALID OR UNENFORCEABLE IN ANY RESPECT IN ANY JURISDICTION, OR AS TO
ONE OR MORE PERIODS OF TIME, AREAS OR BUSINESS ACTIVITIES OR ANY PART THEREOF,
THE REMAINING PROVISIONS SHALL NOT BE AFFECTED BUT SHALL REMAIN IN FULL FORCE
AND EFFECT, AND ANY SUCH INVALID OR UNENFORCEABLE PROVISION SHALL BE DEEMED,
WITHOUT FURTHER ACTION ON THE PART OF ANY PARTY HERETO OR OTHER PERSON, MODIFIED
AND AMENDED TO THE MINIMUM EXTENT ON THE PART OF ANY PARTY HERETO OR OTHER
PERSON, MODIFIED AND AMENDED TO THE MINIMUM EXTENT NECESSARY TO RENDER THE SAME
VALID AND ENFORCEABLE IN SUCH JURISDICTION.
5.12.
FAIRNESS OF RESTRICTIONS.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
(A) COMPLIANCE WITH THE RESTRICTIVE COVENANTS SET FORTH HEREIN WOULD NOT PREVENT
HIM FROM EARNING A
7
LIVING THAT INVOLVES HIS TRAINING AND SKILLS WITHOUT RELOCATING, BUT ONLY
ENGAGING IN UNFAIR COMPETITION WITH, MISAPPROPRIATING A CORPORATE OPPORTUNITY
OF, OR OTHERWISE UNFAIRLY HARMING COMPANY AND (B) THE RESTRICTIVE COVENANTS SET
FORTH HEREIN ARE INTENDED TO PROVIDE A MINIMUM LEVEL OF PROTECTION NECESSARY TO
PROTECT THE LEGITIMATE INTERESTS ON COMPANY.
IN ADDITION, THE PARTIES
ACKNOWLEDGE THAT NOTHING HEREIN IS INTENDED TO OR SHALL LIMIT, REPLACE OR
OTHERWISE AFFECT ANY OTHER RIGHTS OR REMEDIES AT LAW OR IN EQUITY FOR PROTECTION
AGAINST UNFAIR COMPETITION WITH, MISAPPROPRIATION OF CORPORATE OPPORTUNITIES OF,
DISCLOSURE OF CONFIDENTIAL AND PROPRIETARY INFORMATION OF, OR DEFAMATION OF
COMPANY, OR FOR PROTECTION OF ANY OTHER RIGHTS OR INTEREST OF COMPANY.
6.
OWNERSHIP AND ASSIGNMENT OF COMPANY INVENTIONS.
EXECUTIVE AGREES
THAT IF, DURING HIS EMPLOYMENT WITH COMPANY, EXECUTIVE SHALL (EITHER ALONE OR
WITH OTHERS) MAKE, CONCEIVE, DISCOVER OR REDUCE TO PRACTICE ANY INVENTION,
MODIFICATION, DISCOVERY, DESIGN, DEVELOPMENT, IMPROVEMENT, PROCESS, FORMULA,
DATA, TECHNIQUE, KNOW-HOW, SECRET