Common use of Acknowledgement of Reasonableness; Remedies Clause in Contracts

Acknowledgement of Reasonableness; Remedies. In signing this Exhibit D, Executive gives Winners assurance that he has carefully read and considered all the terms and conditions of this Exhibit D, including the restraints imposed on him hereunder. Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the customer good will, Confidential Information and other legitimate business interests of Winners, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent him from obtaining other suitable employment during the period in which Executive is bound by them. Executive further agrees that even though his responsibilities may change over time, these restrictions are still reasonable. Executive agrees that he will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were he to breach any of the provisions of this Exhibit D, the harm to Winners would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, Winners shall, in addition to any other remedies available to it, including those contemplated herein and in the Agreement, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of legal fees incurred in connection with securing any relief hereunder. Executive further agrees that, in the event that any provision of this Exhibit D shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified, including by the deletion of any words, or reduced in application to permit its enforcement to the maximum extent permitted by law. Executive agrees that in the event a court of competent jurisdiction finds that Executive has violated Sections 2(a)-(c) herein, any time period set forth in those sections shall be tolled until such breach or violation has been cured. Executive also acknowledges and agrees that the covenants in Sections 2(a)-(c) hereof shall be construed as agreements independent of any other provision of this Exhibit D or any other agreement between Executive and Winners and the existence of any claim or cause of action by Executive against Winners shall not constitute a defense to the enforcement by Winners of such covenants.

Acknowledgement of Reasonableness; Remedies. In signing this Exhibit DAward Agreement, Executive the Award Recipient gives Winners the Company assurance that he the Award Recipient has carefully read and considered all the terms and conditions of this Exhibit D, including the restraints imposed on him hereunderhereof. Executive agrees The Award Recipient acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the customer good will, Confidential Information and other legitimate business interests of Winnersthe Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent him the Award Recipient from obtaining other suitable employment Employment during the period in which Executive he or she is bound by them. Executive further agrees that even though his responsibilities may change over time, these restrictions are still reasonable. Executive agrees that he The Award Recipient will never assert, or permit to be asserted on his the Award Recipient’s behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were he Were the Award Recipient to breach any of the provisions of this Exhibit DAppendix I, the harm to Winners the Company would be irreparable. Executive therefore agrees thatTherefore, in the event of such a breach or threatened breach, Winners the Company shall, in addition to any other remedies available to it, including those contemplated herein and in the Agreement, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award . Without limiting the generality of legal fees incurred in connection with securing any relief hereunder. Executive further agrees thatthe foregoing, in the event that of the Award Recipient’s breach of any provision of the provisions of this Exhibit D Appendix I, the Company shall be determined by have the immediate right to call and repurchase any court shares of competent jurisdiction Stock and any Stock Options that have been awarded to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified, including the Award Recipient by the deletion Company other than Invested Equity (as defined in the Management Stockholders’ Agreement), at a purchase price that is the lesser of any wordscost or fair market value, or reduced in application to permit its enforcement pursuant to the maximum extent permitted by law. Executive agrees that in the event a court of competent jurisdiction finds that Executive has violated Sections 2(a)-(c) herein, any time period call procedures set forth in those sections shall be tolled until such breach or violation has been cured. Executive also acknowledges and agrees that the covenants in Sections 2(a)-(c) hereof shall be construed as agreements independent of any other provision of this Exhibit D or any other agreement between Executive and Winners and the existence of any claim or cause of action by Executive against Winners shall not constitute a defense to the enforcement by Winners of such covenantsManagement Stockholders’ Agreement.

Acknowledgement of Reasonableness; Remedies. In signing this Exhibit Dor electronically accepting the Award Agreement, Executive the Award Recipient gives Winners the Company assurance that he the Award Recipient has carefully read and considered all the terms and conditions of this Exhibit D, including the restraints imposed on him hereunderhereof. Executive agrees The Award Recipient acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the customer good will, Confidential Information and other legitimate business interests of Winnersthe Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time time, and geographic area; and that these restraints will not prevent him the Award Recipient from obtaining other suitable employment during the period in which Executive he or she is bound by them. Executive further agrees that even though his responsibilities may change over time, these restrictions are still reasonable. Executive agrees that he The Award Recipient will never assert, or permit to be asserted on his the Award Recipient’s behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were he Were the Award Recipient to breach any of the provisions of this Exhibit DAppendix II, the harm to Winners the Company would be irreparable. Executive therefore agrees thatTherefore, in the event of such a breach or threatened breach, Winners the Company shall, in addition to any other remedies available to it, including those contemplated herein and in the Agreement, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled the Award Recipient agrees that injunctive relief is an appropriate remedy to an award address any such breach. Without limiting the generality of legal fees incurred in connection with securing any the foregoing, or other forms of relief hereunder. Executive further agrees thatavailable to the Company, in the event that of the Award Recipient’s breach of any provision of the provisions of this Exhibit D shall be determined by Appendix II, the Award Recipient will forfeit any court of competent jurisdiction award or payment made pursuant to be unenforceable by reason of its being extended over too great a time, too large a geographic area any applicable severance or too great a range of activities, such provision shall be deemed to be modified, including by the deletion of any wordsother incentive plan or program, or reduced in application if a payment has already been made, the Award Recipient will be obligated to permit its enforcement return the proceeds to the maximum extent permitted by law. Executive agrees that in the event a court of competent jurisdiction finds that Executive has violated Sections 2(a)-(c) herein, any time period set forth in those sections shall be tolled until such breach or violation has been cured. Executive also acknowledges and agrees that the covenants in Sections 2(a)-(c) hereof shall be construed as agreements independent of any other provision of this Exhibit D or any other agreement between Executive and Winners and the existence of any claim or cause of action by Executive against Winners shall not constitute a defense to the enforcement by Winners of such covenantsCompany.

Acknowledgement of Reasonableness; Remedies. In signing this Exhibit DAgreement, Executive gives Winners I give TJX assurance that he has I have carefully read and considered all the terms and conditions of this Exhibit DAgreement, including the restraints imposed on him hereunderme under this Agreement. Executive agrees I agree without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the customer good will, Confidential Information and other legitimate business interests of WinnersTJX, that each and every one of those restraints is reasonable in with respect to subject matter, length of time time, range of activities and geographic area; and that these restraints will not prevent him me from obtaining other suitable employment during the period in which Executive is I am bound by them. Executive further agrees I agree that even though his responsibilities may change over time, these restrictions are still reasonable. Executive agrees that he I will never assert, or permit to be asserted on his my behalf, in any forum, any position contrary to the foregoing. Executive I also acknowledges acknowledge and agrees agree that, were he I to breach any of the provisions of this Exhibit DAgreement, the harm to Winners TJX would be irreparable. Executive I therefore agrees agree that, in the event of such a breach or threatened breach, Winners TJX shall, in addition to any other remedies available to it, including those contemplated herein it and in the Agreementnotwithstanding any dispute resolution agreement that I may have with TJX, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of legal attorney’s fees incurred in connection with securing any relief hereunder. Executive I further agrees agree that, in the event that any provision of this Exhibit D Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified, including by the deletion of any words, or reduced in application modified to permit its enforcement to the maximum extent permitted by law. Executive agrees Finally, so that in TJX may enjoy the event a court full benefit of competent jurisdiction finds that Executive has violated Sections 2(a)-(c) the agreed-upon temporal protections recited herein, any time period I agree that the periods of restrictions set forth in those sections Section 4.2 of this Agreement shall be tolled until such breach or violation has been cured. Executive also acknowledges tolled, and agrees that the covenants in Sections 2(a)-(c) hereof shall be construed as agreements independent of any other provision of this Exhibit D or any other agreement between Executive and Winners and the existence of any claim or cause of action by Executive against Winners shall not constitute run, during any period of time in which I am in violation of the terms thereof and that, if I violate any fiduciary duty to TJX or unlawfully take any Confidential Information, trade secrets or other property belonging to TJX, the Non-Competition Period will extend by the time during which I engage in such violation(s), for up to a defense to the enforcement by Winners total of such covenantstwo (2) years following my termination date.