FORM OF RESTRICTED STOCK AGREEMENT Employees
Exhibit 10.48
FORM OF
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT
Employees
THIS RESTRICTED STOCK AGREEMENT is made effective as of [DATE] (the “Grant Date”), by and
between WebMD Health Corp., a Delaware corporation (the “Company”), and [NAME] (the
“Holder”):
WHEREAS, the Compensation Committee of the Company’s Board of Directors or its designee has
determined that it would be to the advantage and in the best interest of the Company and its
stockholders to enter into this Restricted Stock Agreement (the “Agreement”) pursuant to
the Company’s 2005 Long-Term Incentive Plan, (the “Plan”; all capitalized terms used herein
without definition shall have the meaning ascribed to such terms in the Plan) to assign certain
shares of Common Stock of the Company subject to certain restrictions thereon (hereinafter referred
to as the “Restricted Stock”) to the Holder in consideration of services to be rendered and
as an incentive for the Holder’s best performance of future services to Company and its
Subsidiaries, subject to the restrictions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
ARTICLE I.
AWARD OF RESTRICTED STOCK
AWARD OF RESTRICTED STOCK
Section 1.1 Award of Restricted Stock.
In consideration of Holder’s services and for other good and valuable consideration which the
Committee has determined, the Company hereby awards and assigns to the Holder, on the Grant Date,
[NO. OF SHARES] shares of Restricted Stock. The Restricted Stock is awarded under and subject to
the terms and conditions of the Plan.
Section 1.2 Not a Contract of Employment.
Nothing in this Agreement shall confer upon the Holder any right to continue in the employ or
service of the Company or any Subsidiary, or shall interfere with or restrict in any way any
otherwise existing rights of the Company and any Subsidiary, which are hereby expressly reserved,
to discharge the Holder at any time for any reason whatsoever, with or without Cause.
Section 1.3 Covenants.
As further consideration for the grant of Restricted Stock pursuant to this Agreement, the
Holder acknowledges and agrees to the covenants set forth on Annex A attached
hereto. In the event that the Holder breaches any of the covenants o Annex A, any share of
Restricted Stock that is not vested pursuant to Section 2.3 shall be forfeited to the Company
without payment. The covenants on Annex A do not supercede or replace any other confidentiality,
non-competition or non-solicitation agreement entered into between the Holder and the Company (or a
subsidiary thereof) to the extent that such confidentiality, non-competition and/or solicitation
agreement is more protective of the business of the Company and/or its subsidiaries.
ARTICLE II.
RESTRICTIONS
RESTRICTIONS
Section 2.1 Definition.
“Restrictions” shall mean the restrictions on sale or other transfer set forth in
Section 3.1, the exposure to forfeiture set forth in Section 2.2 and the vesting set forth in
Section 2.3.
Section 2.2 Forfeiture.
Any share of Restricted Stock that is not vested pursuant to Section 2.3 upon the termination
of employment of the Holder, for any reason other than as a result of death or Disability, shall
thereupon be forfeited to the Company without payment. In the event of the termination of the
Holder’s employment as a result of the death or Disability of the Holder, all Restrictions shall
lapse as of the date of termination.
Section 2.3 Vesting and Lapse of Restrictions.
Subject to Sections 2.2, 2.4 and 2.6, each share of Restricted Stock shall not be transferable
until such share becomes vested. Twenty five percent (25%) of the shares of Restricted Stock shall
vest and the Restrictions on such shares shall lapse annually on each of the first, second, third
and fourth anniversaries of the Grant Date; provided, however, that if a vesting
date shall fall on a date which is during a black-out period with respect to the Common Stock to
which Holder is subject, such vesting date shall be delayed until the first day after the
expiration of such black-out period.
Section 2.4 Legend.
Certificates representing shares of Restricted Stock assigned pursuant to this Agreement
shall, until all Restrictions lapse or shall have been removed and new certificates are assigned
pursuant to Section 2.5, be held by the Corporation and bear the following legend:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING REQUIREMENTS UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK
AGREEMENT BY AND BETWEEN WEBMD HEALTH
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CORP. (THE “COMPANY”) AND THE REGISTERED OWNER OF SUCH SHARES, AND
SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED,
SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER
ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH
AGREEMENT.”
Section 2.5 Assignment of Certificates for Vested Shares.
Upon the vesting of the shares of Restricted Stock as provided in Section 2.3 and subject to
Section 3.3, the Company shall cause new certificates to be assigned with respect to such vested
shares and delivered to the Holder or his legal representative, free from any Restrictions and free
from the legend provided for in Section 2.4; provided, that such shares shall remain
subject to applicable securities laws and the Company’s employee trading policy. Such vested
shares shall cease to be considered Restricted Stock subject to the terms and conditions of this
Agreement and shall be shares of Common Stock of the Company free of all Restrictions (other than
any applicable securities law restrictions or any restrictions imposed by the Company’s employee
trading policy).
Section 2.6 Restrictions On New Shares.
In the event that the Holder receives any new or additional or different shares or securities
by reason of any transaction or event described in Section 15.1 of the Plan, such new or additional
or different shares or securities which are attributable to the Holder in his capacity as the
registered owner of the Restricted Stock then subject to Restrictions, shall be considered to be
Restricted Stock and shall be subject to all of the Restrictions, unless the Committee provides,
for the removal or lapse of the Restrictions on the shares of Restricted Stock underlying the
distribution of the new or additional shares or securities.
ARTICLE III.
MISCELLANEOUS
MISCELLANEOUS
Section 3.1 Restricted Stock Not Transferable.
No Restricted Stock or any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Holder or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect.
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Section 3.2 Conditions to Delivery of Stock Certificates.
The Company shall not be required to deliver any certificate or certificates for shares of
stock pursuant to this Agreement prior to fulfillment of all of the following conditions:
(a) The obtaining of any approval or other clearance from any state or federal
governmental agency which the Committee shall, in its sole discretion, determine to be
necessary or advisable; and
(b) The payment by the Holder of all amounts required to be withheld, under federal,
state and local (or applicable foreign) tax laws, with respect to the issuance and/or the
lapse or removal of any of the Restrictions which may be paid either by the Holder or by the
Company withholding that number of shares of Common Stock with a Fair Market Value equal to
the minimum tax withholding obligation in accordance with procedures established by the
Company; and
(c) The lapse of such reasonable period of time as the Committee may from time to time
establish for reasons of administrative convenience.
In addition, the Company may, at its sole election, cancel the Common Stock underlying the
Restricted Stock in the event the Holder fails to satisfy the applicable tax withholdings within 45
days of the applicable vesting date.
Section 3.3 Physical Custody.
The Secretary of the Company or such other representative as the Committee may appoint shall
retain physical custody of each certificate representing Restricted Stock until all of the
restrictions imposed under the Award Agreement with respect to the shares evidenced by such
certificate expire or shall have been removed; provided, however, that in no event
shall the Holder retain physical custody of any certificates representing unvested Restricted Stock
assigned to Holder.
Section 3.4 Notices.
Any notice required by this Agreement will be deemed provided and delivered to the intended
recipient when (i) delivered in person by hand or, in accordance with applicable law, via the
Company’s e-mail or intranet site; or (ii) three days after being sent via U.S. certified mail,
return receipt requested; or (iii) the day after being sent via overnight courier, in each case
provided such notice is properly addressed to the following address and enclosed in a properly
sealed envelope or wrapper, and with all postage and similar fees having been paid in advance.
If to the Company:
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WebMD Health Corp. | |
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And if to the Holder: To the address specified in the Company’s
payroll records.
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By a notice given pursuant to this Section 3.5, either party may hereafter designate a
different address for notices to be given. Any notice which is required to be given to the Holder
shall, if the Holder is then deceased, be given to the Holder’s personal representative if such
representative has previously informed the Company of representative’s status and address by
written notice under this Section 3.4.
Section 3.5 Rights as Stockholder.
Except as otherwise provided herein, upon delivery of the shares of Restricted Stock to the
representative pursuant to Section 3.3, the Holder shall have, unless otherwise provided by the
Committee, all the rights of a stockholder with respect to said shares, including the right to
vote and the right to receive all dividends and other distributions paid or made with respect to
the shares; provided, however, that in the discretion of the Committee, any
extraordinary distributions with respect to the Restricted Stock shall be subject to the
Restrictions.
Section 3.6 Withholding Tax.
The Holder agrees that, in the event of the issuance of the Restricted Stock or the expiration
of Restrictions thereon results in the Holder’s realization of income which for federal, state or
local income tax purposes is, in the opinion for the Company, subject to withholding of tax at
source by the Company, the Holder will pay to the Company an amount equal to such withholding tax
prior to the Company’s delivery of the Certificate or the Company shall withhold that number of
Shares of Common Stock with a Fair Market Value equal to the minimum tax withholding obligation.
Section 3.7 Titles.
Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.
Section 3.8 Conformity to Securities Laws.
The Holder acknowledges that this Agreement is intended to conform to the extent necessary
with all provisions of all applicable federal and state (and applicable foreign) laws, rules and
regulations (including but not limited to, the 1933 Act and the 1934 Act and to such approvals by
any listing, regulatory or other governmental authority as may, in the opinion of counsel for the
Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the
contrary, this Agreement shall be administered, and the Restricted Stock shall be assigned, only in
such a manner as to conform to such laws, rules and regulations including, without limitation, Rule
16b-3. To the extent permitted by applicable law, this Agreement and the Restricted Stock assigned
hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations.
Section 3.9 Amendment.
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This Agreement may be amended without the consent of the Holder provided that such amendment
would not impair any rights of the Holder under this Agreement. No amendment of this Agreement
shall, without the consent of the Holder, impair any rights of the Holder under this Agreement.
Section 3.10 Governing Law.
The laws of the State of Delaware shall govern the interpretation, validity, administration,
enforcement and performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.
Section 3.11 Section 83(b) Election.
If, within 30 days of the Grant Date, a Holder makes an election under Section 83(b) of the
Code, or any successor section thereto, to be taxed with respect to all or any portion of the
Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or
dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder
shall deliver a copy of such election to the Company immediately after filing such election with
the Internal Revenue Service.
Section 3.12 Set-off
If at any time the Holder is indebted to the Company or any subsidiary, the Company may in its
discretion withhold shares of Common Stock issuable to the Holder following the lapse of
Restrictions having a Fair Market Value up to the amount of such indebtedness. The Holder
acknowledges that this Award is additional collateral and subject to the terms of any loan
arrangement or advance made by the Company (or a subsidiary thereof) to the Holder.
Section 3.13 The Plan
The Plan is incorporated in this Agreement by reference and together with this Agreement sets
forth the terms and conditions of the Restricted Stock. In the event of any conflict or
inconsistency between the Plan and this Agreement, the Plan shall govern and this Agreement shall
be interpreted to minimize or eliminate any such conflict or inconsistency.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
| WEBMD HEALTH CORP., a Delaware corporation |
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| By: | ||||
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| Its: | ||||
| HOLDER: | ||||
| [NAME] | ||||
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ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended, to include in gross income for 200___the amount of any compensation taxable in
connection with the taxpayer’s receipt of the property described below:
1. The name, address, taxpayer identification number and taxable year of the undersigned are:
TAXPAYER’S NAME: |
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SPOUSE’S NAME: |
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TAXPAYER’S SOCIAL SECURITY NO.: |
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SPOUSE’S SOCIAL SECURITY NO.: |
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TAXABLE YEAR:
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Calendar Year [2005] | |
ADDRESS: |
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2. The property which is the subject of this election is ___shares of common stock
of WebMD Corporation.
3. The property was transferred to the undersigned on [GRANT DATE].
4. The property is subject to the following restrictions: The shares of common stock are
subject to forfeiture if unvested as of the date of termination of employment and are
nontransferable until vested.
5. The fair market value of the property at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will never lapse) is: $[PRICE] per
share x ___shares = $___.
6. The undersigned paid $0.00 per share x ___shares for the property transferred or a
total of $0.00.
The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described property. The
undersigned taxpayer is the person performing the services in connection with the transfer of said
property.
The undersigned will file this election with the Internal Revenue Service office to which he
files his annual income tax return not later than 30 days after the date of transfer of the
property. A copy of the election also will be furnished to the person for whom the services were
performed. Additionally, the undersigned will include a copy of the election with his income tax
return for the taxable year in which the property is transferred. The undersigned understands
that this election will also be effective as an election under Utah law.
Dated:
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| Taxpayer |
The undersigned spouse of taxpayer joins in this election.
Dated:
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| Spouse of Taxpayer |
TRADE SECRET AND PROPRIETARY INFORMATION
COVENANTS
COVENANTS
| 1. | Confidentiality. |
(a) Trade Secret and Proprietary Information. I understand and acknowledge that,
during the course of my employment with the Company and its Affiliates and as a result of my having
executed this Restricted Stock Agreement, I will be granted access to valuable information relating
to the business of the Company and its Affiliates that provides the Company and its Affiliates
with a competitive advantage (or that could be used to the disadvantage of the Company and its
Affiliates by a Competitive Business (as defined herein), which is not generally known by, nor
easily learned or determined by, persons outside the Company and its Affiliates (collectively
“Trade Secret and Proprietary Information”). The term Trade Secret and Proprietary Information
shall include, but shall not be limited to: (a) specifications, manuals, software in various stages
of development; (b) customer and prospect lists, and details of agreements and communications with
customers and prospects; (c) sales plans and projections, product pricing information, acquisition,
expansion, marketing, financial and other business information and existing and future products and
business plans of the Company and its Affiliates; (d) sales proposals, demonstrations systems,
sales material; (e) research and development; (f) computer programs; (g) sources of supply; (h)
identity of specialized consultants and contractors and Trade Secret and Proprietary Information
developed by them for the Company and its Affiliates; (i) purchasing, operating and other cost
data; (j) special customer needs, cost and pricing data; and (k) employee information (including,
but not limited to, personnel, payroll, compensation and benefit data and plans), including all
such information recorded in manuals, memoranda, projections, reports, minutes, plans, drawings,
sketches, designs, formula books, data, specifications, software programs and records, whether or
not legended or otherwise identified by the Company and its Affiliates as Trade Secret and
Proprietary Information, as well as such information that is the subject of meetings and
discussions and not recorded. Trade Secret and Proprietary Information shall not include such
information that I can demonstrate (i) is generally available to the public (other than as a result
of a disclosure by me), (ii) was disclosed to me by a third party under no obligation to keep such
information confidential or (iii) was known by me prior to, and not as a result of, my employment
or anticipated employment with the Company or its Affiliates.
(b) Duty of Confidentiality. I agree at all times, both during and after my
employment with the Company and its Affiliates, to hold all of the Trade Secret and Proprietary
Information in a fiduciary capacity for the benefit of the Company and its Affiliates and to
safeguard all such Trade Secret and Proprietary Information. I also agree that I will not directly
or indirectly disclose or use any such Trade Secret and Proprietary Information to any third person
or entity outside the Company and its Affiliates, except as may be necessary in the good faith
performance of my duties for the Company and its Affiliates. I further agree that, in addition to
enforcing this restriction, the Company may have other rights and remedies under the common law or
applicable statutory laws relating to the protection of trade secrets. Notwithstanding anything in
this Agreement to the contrary, I understand that I may disclose the Trade Secret and Proprietary
Information to the extent required by applicable laws or governmental regulations or judicial or
regulatory process, provided that I give the Company prompt notice of any and all such requests for
disclosure so that it has ample opportunity to take all necessary or desired action, to avoid
disclosure.
(c) Company Property. I acknowledge that: (i) all Trade Secret and Proprietary
Information of the Company, (ii) computers, and computer-related hardware and software, cell
phones, beepers and any other equipment provided to me by the Company, and (iii) all documents I
create or receive in connection with my employment with the Company, belong to the Company, and not
to me personally (collectively, “Company Property”). Such documents include, without limitation
and by way of non-exhaustive example only: papers, files, memoranda, notes, correspondence, lists,
e-mails, reports, records, data, research, proposals, specifications, models, flow charts,
schematics, tapes, printouts, designs, graphics, drawings, photographs, abstracts, summaries,
charts, graphs, notebooks, investor lists, customer/client lists, and all other compilations of
information, regardless of how such information may be recorded and whether in printed form or on a
computer or magnetic disk or in any other
medium. I agree to return all Company Property (including all copies) to the Company
immediately upon any termination of my employment, and further agree that, during and after my
employment with the Company, I will not, under any circumstances, without the Company’s specific
written authorization in each instance, directly or indirectly disclose Company Property or any
information contained in Company Property to anyone outside the Company, or otherwise use Company
Property for any purpose other than the advancement of the Company’s interests.
(d) Unfair Competition. I acknowledge that the Company has a compelling business
interest in preventing unfair competition stemming from the intentional or inadvertent use or
disclosure of the Company’s Trade Secret and Proprietary Information and Company Property.
(e) Investors, Other Third-Parties, and Goodwill. I acknowledge that all
Third-Parties I service or propose to service while employed by the Company are doing business with
the Company and not me personally, and that, in the course of dealing with such Third-Parties, the
Company establishes goodwill with respect to each such Third-Party that is created and maintained
at the Company’s expense (“Third-Party Goodwill”). I also acknowledge that, by virtue of my
employment with the Company, I have gained or will gain knowledge of the business needs of, and
other information concerning, Third-Parties, and that I would inevitably have to draw on such
information were I to solicit or service any of the Third-Parties on my own behalf or on behalf of
a Competitive Business (as defined herein).
(f) Intellectual Property and Inventions. I acknowledge that all developments,
including, without limitation, the creation of new products, conferences, training/seminars,
publications, programs, methods of organizing information, inventions, discoveries, concepts,
ideas, improvements, patents, trademarks, trade names, copyrights, trade secrets, designs, works,
reports, computer software, flow charts, diagrams, procedures, data, documentation, and writings
and applications thereof relating to the past, present, or future business of the Company that I,
alone or jointly with others, may have discovered, conceived, created, made, developed, reduced to
practice, or acquired during my employment with the Company (collectively, “Developments”) are
works made for hire and shall remain the sole and exclusive property of the Company, and I hereby
assign to the Company all of my rights, titles, and interest in and to all such Developments, if
any. I agree to disclose to the Company promptly and fully all future Developments and, at any
time upon request and at the expense of the Company, to execute, acknowledge, and deliver to the
Company all instruments that the Company shall prepare, to give evidence, and to take any and all
other actions that are necessary or desirable in the reasonable opinion of the Company to enable
the Company to file and prosecute applications for, and to acquire, maintain, and enforce, all
letters patent, trademark registrations, or copyrights covering the Developments in all countries
in which the same are deemed necessary by the Company. All data, memoranda, notes, lists,
drawings, records, files, investor and client/customer lists, supplier lists, and other
documentation (and all copies thereof) made or compiled by me or made available to me concerning
the Developments or otherwise concerning the past, present, or planned business of the Company are
the property of the Company, and will be delivered to the Company immediately upon the termination
of my employment with the Company.
| 2. | Covenant Not to Compete with the Company. |
(a) I acknowledge that the business of the Company is national in scope, that its products and
services are marketed throughout the entire United States, that the Company competes in nearly all
of its business activities with other individuals or entities that are, or could be, located in
nearly any part of the United States and that the nature of my services, position, and expertise
are such that I am capable of competing with the Company from nearly any location in the United
States.
(b) Accordingly, in order to protect the Company’s Trade Secret and Proprietary Information
and Third-Party Goodwill, I acknowledge and agree that during the term of my employment with the
Company and for a period of one year after the date my employment with the Company is
terminated for any reason (the “Restricted Period”), I will not, without the Company’s express
written permission, directly or indirectly (including through the Internet), own, control, manage,
operate, participate in, be employed by, or act for or on behalf of, any “Competitive Business”
(as defined herein) located anywhere within the geographic boundaries of the United States.
For purposes of this Agreement “Competitive Business” will mean: (i) any enterprise engaged
in developing, selling or providing a consumer or physician Internet healthcare portal or
interactive online personal
health management products; and (ii) any enterprise engaged in any other type of business in
which the Company or one of its Affiliates is also engaged, or plans to be engaged, so long as I am
directly involved in such business or planned business on behalf of the Company or one of its
Affiliates.
3. Non-Solicitation of Employees, Customers. In order to protect the Company’s Trade
Secret and Proprietary Information and Third-Party Goodwill, during the Restricted Period, I will
not, without the Company’s express written permission, directly or indirectly:
(a) solicit, induce, hire, engage, or attempt to hire or engage any employee or independent
contractor of the Company, or in any other way interfere with the Company’s employment or
contractual relations with any of its employees or independent contractors, nor will I solicit,
induce, hire, engage or attempt to hire or engage any individual who was an employee of the Company
at any time during the one (1) year period immediately prior to the termination of my employment
with the Company;
(b) contact, call upon or solicit, on behalf of a Competitive Business, any existing or
prospective client, or customer of the Company who I serviced, or otherwise developed a
relationship with, as a result of my employment with the Company, nor will I attempt to divert or
take away from the Company the business of any such client or customer;
4. Injunctive Remedies. I acknowledge and agree that the restrictions contained in this
Agreement are reasonably necessary to protect the legitimate business interests of the Company, and
that any violation of any of the restrictions will result in immediate and irreparable injury to
the Company for which monetary damages will not be an adequate remedy. I further acknowledge and
agree that if any such restriction is violated, the Company will be entitled to immediate relief
enjoining such violation (including, without limitation, temporary and permanent injunctions, a
decree for specific performance, and an equitable accounting of earnings, profits, and other
benefits arising from such violation) in any court having jurisdiction over such claim, without the
necessity of showing any actual damage or posting any bond or furnishing any other security, and
that the specific enforcement of the provisions of this Agreement will not diminish my ability to
earn a livelihood or create or impose upon me any undue hardship. I also agree that any request
for such relief by the Company shall be in addition to, and without prejudice to, any claim for
monetary damages that the Company may elect to assert.
5. Severability Provision. I acknowledge and agree that the restrictions imposed upon me
by the terms, conditions, and provisions of this Agreement are fair, reasonable, and reasonably
required for the protection of the Company. In the event that any part of this Agreement is deemed
invalid, illegal, or unenforceable, all other terms, conditions, and provisions of this Agreement
shall nevertheless remain in full force and effect. In the event that the provisions of any of
Sections 1, 2, or 3 of this Agreement relating to the geographic area of restriction, the length of
restriction or the scope of restriction shall be deemed to exceed the maximum area, length or scope
that a court of competent jurisdiction would deem enforceable, said area, length or scope shall,
for purposes of this Agreement, be deemed to be the maximum area, length of time or scope that such
court would deem valid and enforceable, and that such court has the authority under this Agreement
to rewrite (or “blue-pencil”) the restriction(s) at-issue to achieve this intent.
6. Non-Waiver. Any waiver by the Company of my breach of any term, condition, or provision
of this Agreement shall not operate or be construed as a waiver of the Company’s rights upon any
subsequent breach.
7. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, I HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION
ARISING OUT OF, UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES,
WITHOUT LIMITATION, ANY LITIGATION CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT
(WHETHER VERBAL OR WRITTEN), OR ACTION OF THE COMPANY OR ME, OR ANY EXERCISE BY THE COMPANY OR ME
OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. I FURTHER
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE COMPANY TO ISSUE AND ACCEPT THIS
AGREEMENT.