THROUGH 8(F) ABOVE ARE REASONABLE AND
NECESSARY FOR THE ADEQUATE PROTECTION OF THE BUSINESS AND THE GOODWILL OF THE
EMPLOYER.
IF ANY RESTRICTION CONTAINED IN THIS SECTION 8 SHALL BE DEEMED TO BE
INVALID, ILLEGAL OR UNENFORCEABLE BY REASON OF THE EXTENT, DURATION OR SCOPE
THEREOF, OR OTHERWISE, THEN THE COURT MAKING SUCH DETERMINATION SHALL HAVE THE
RIGHT TO REDUCE SUCH EXTENT, DURATION, SCOPE, OR OTHER PROVISIONS HEREOF TO MAKE
THE RESTRICTION CONSISTENT WITH APPLICABLE LAW, AND IN ITS REDUCED FORM SUCH
RESTRICTION SHALL THEN BE ENFORCEABLE IN THE MANNER CONTEMPLATED HEREBY.
IN THE
EVENT THAT EXECUTIVE BREACHES ANY OF THE PROMISES CONTAINED IN THIS SECTION 8,
EXECUTIVE ACKNOWLEDGES THAT THE EMPLOYER'S REMEDY AT LAW FOR DAMAGES WILL BE
INADEQUATE AND THAT THE EMPLOYER WILL BE ENTITLED TO SPECIFIC PERFORMANCE, A
TEMPORARY RESTRAINING ORDER OR PRELIMINARY INJUNCTION TO PREVENT EXECUTIVE'S
PROSPECTIVE OR CONTINUING BREACH AND TO MAINTAIN THE STATUS QUO.
THE EXISTENCE
OF THIS RIGHT TO INJUNCTIVE RELIEF, OR OTHER EQUITABLE RELIEF, OR THE EMPLOYER'S
EXERCISE OF ANY OF THESE RIGHTS, SHALL NOT LIMIT ANY OTHER RIGHTS OR REMEDIES
THE EMPLOYER MAY HAVE IN LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, THE
RIGHT TO ARBITRATION CONTAINED IN SECTION 9 HEREOF AND THE RIGHT TO COMPENSATORY
AND MONETARY DAMAGES.
EXECUTIVE HEREBY AGREES TO WAIVE HIS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION COMMENCED TO ENFORCE THE TERMS OF THIS
AGREEMENT. EXECUTIVE SHALL HAVE REMEDIES COMPARABLE TO THOSE OF THE EMPLOYER AS
SET FORTH ABOVE IN THIS SECTION 8(F) IF THE EMPLOYER BREACHES SECTION 8(E).
(G)
TRANSITION.
REGARDLESS OF THE REASON FOR
HIS DEPARTURE FROM THE EMPLOYER, EXECUTIVE AGREES THAT AT THE EMPLOYER'S SOLE
COSTS AND EXPENSE, FOR A PERIOD OF NOT MORE THAN 30 DAYS AFTER TERMINATION OF
EXECUTIVE, HE SHALL TAKE ALL STEPS REASONABLY REQUESTED BY THE EMPLOYER TO
EFFECT A SUCCESSFUL TRANSITION OF CLIENT AND CUSTOMER RELATIONSHIPS TO THE
PERSON OR PERSONS DESIGNATED BY THE EMPLOYER, SUBJECT TO EXECUTIVE'S OBLIGATIONS
TO HIS NEW EMPLOYER.
(H)
COOPERATION WITH RESPECT TO LITIGATION.
DURING THE EMPLOYMENT PERIOD AND AT ALL TIMES THEREAFTER, EXECUTIVE AGREES TO
GIVE PROMPT WRITTEN NOTICE TO THE EMPLOYER OF ANY CLAIM RELATING TO THE EMPLOYER
AND TO COOPERATE FULLY, IN GOOD FAITH AND TO THE BEST OF HIS ABILITY WITH THE
EMPLOYER IN CONNECTION WITH ANY AND ALL PENDING, POTENTIAL OR FUTURE CLAIMS,
INVESTIGATIONS OR ACTIONS WHICH DIRECTLY OR INDIRECTLY RELATE TO ANY ACTION,
EVENT OR ACTIVITY ABOUT WHICH EXECUTIVE MAY HAVE KNOWLEDGE IN CONNECTION WITH OR
AS A RESULT OF HIS EMPLOYMENT BY THE EMPLOYER HEREUNDER.
SUCH COOPERATION WILL
INCLUDE ALL ASSISTANCE THAT THE EMPLOYER, ITS COUNSEL OR ITS REPRESENTATIVES MAY
REASONABLY REQUEST, INCLUDING REVIEWING DOCUMENTS, MEETING WITH COUNSEL,
PROVIDING FACTUAL INFORMATION AND MATERIAL, AND APPEARING OR TESTIFYING AS A
WITNESS; PROVIDED, HOWEVER, THAT THE EMPLOYER WILL REIMBURSE EXECUTIVE FOR ALL
REASONABLE EXPENSES, INCLUDING TRAVEL, LODGING AND MEALS, INCURRED BY HIM IN
FULFILLING HIS OBLIGATIONS UNDER THIS SECTION 8(H) AND, EXCEPT AS MAY BE
REQUIRED BY LAW OR BY COURT ORDER, SHOULD EXECUTIVE THEN