SHALL NOT RETAIN ANY ORIGINALS OR COPIES IN ANY FORM.
(E)
NO DISPARAGEMENT.
FOR ONE YEAR FOLLOWING TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE SHALL NOT INTENTIONALLY
DISCLOSE OR CAUSE TO BE DISCLOSED ANY NEGATIVE, ADVERSE OR DEROGATORY COMMENTS
OR INFORMATION ABOUT (I) THE EMPLOYER AND ITS PARENT, AFFILIATES OR
SUBSIDIARIES, IF ANY; (II) ANY PRODUCT OR SERVICE PROVIDED BY THE EMPLOYER AND
ITS PARENT, AFFILIATES OR SUBSIDIARIES, IF ANY; OR (III) THE EMPLOYER'S AND ITS
PARENT'S, AFFILIATES' OR SUBSIDIARIES' PROSPECTS FOR THE FUTURE.
FOR ONE YEAR
FOLLOWING TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EMPLOYER
SHALL NOT DISCLOSE OR CAUSE TO BE DISCLOSED ANY NEGATIVE, ADVERSE OR DEROGATORY
COMMENTS OR INFORMATION ABOUT EXECUTIVE.
NOTHING IN THIS SECTION SHALL PROHIBIT
EITHER THE EMPLOYER OR EXECUTIVE FROM TESTIFYING TRUTHFULLY IN ANY LEGAL OR
ADMINISTRATIVE PROCEEDING.
(F)
REMEDIES.
EXECUTIVE DECLARES THAT THE FOREGOING LIMITATIONS IN
SECTIONS 8(A) 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
11
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