Common use of Injunctive Relief; Remedies Clause in Contracts

Injunctive Relief; Remedies. In the event of any breach by you of the provisions of Sections 9, 11, 14, and 15 of this Agreement, the Company shall have no obligation to continue paying you any amounts or delivering to you any equity, as appropriate, that would otherwise be due to you, including amounts under Section 2 hereof; Employee’s Restricted Stock Awards which acceleration was vested hereunder; those Performance Share Units which have not yet been earned and issued as of the date of a breach of the covenants contained herein; the annual cash bonus for fiscal year 2024and Employee’s accrued balance under the Company Supplemental Executive Retirement Plan. All these amounts and equity awards shall be forfeited and no longer owed as of the date of any breach Sections 9, 11, 14, and 15 of this Agreement, and those amounts will be used by the Company to pay the attorneys’ fees and costs for specific enforcement of Sections 9, 11, 14 and 15 against Employee, which is necessary and reasonable given the legitimate, protectable business interests at issue. Employee agrees that any remedy at law will be inadequate for any breach or threatened breach by Employee of any of the covenants contained in Sections 9, 11,14, and 15 of this Agreement, and that any breach or threatened breach of such covenants would cause such immediate, irreparable, and permanent damages as would be impossible to ascertain. Therefore, Employee agrees and consents that, in the event of any breach or threatened breach of the covenants contained in Sections 9, 11,14, and 15 of this Agreement, in addition to any and all other remedies available to the Company for such breach or threatened breach, including recovery of damages, the Company shall be entitled to obtain preliminary or permanent injunctive relief without the necessity of proving actual damages by reason of such breach or threatened breach and, to the extent permitted by applicable law, a temporary restraining order or similar procedural device may be granted immediately upon commencement of such action.

Injunctive Relief; Remedies. In The parties hereto hereby acknowledge and agree that: (i) the Company would be irreparably injured in the event of any a breach or threatened breach by you the Executive of his obligations contained in Section 5 through Section 7; (ii) monetary damages would not be an adequate remedy for such breach; and (iii) the provisions Company shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of Sections 9such breach. Injunctive relief shall include, 11but not be limited to, 14, and 15 a temporary restraining order and/or a preliminary or permanent injunction to restrain or enjoin any violation or threatened violation of this Agreement. The Company shall be entitled to immediate injunctive relief without notice and without the posting of any bond. The parties hereto hereby acknowledge that, in addition to any other rights and remedies the Company may have under Section 8 hereof, the Company shall have no obligation the right and remedy to continue paying you require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by the Executive as the result of any amounts or delivering to you any equity, as appropriate, that would otherwise be due to you, including amounts under Section 2 hereof; Employee’s Restricted Stock Awards which acceleration was vested hereunder; those Performance Share Units which have not yet been earned and issued as of the date of transactions constituting a breach of the covenants contained herein; the annual cash bonus for fiscal year 2024and Employee’s accrued balance under the Company Supplemental Executive Retirement Plan. All these amounts and equity awards shall be forfeited and no longer owed as provisions of the date of any breach Sections 9, 11, 14Section 5 through Section 7, and 15 of this Agreement, the Executive hereby agrees to account for and those amounts will be used by the Company to pay the attorneys’ fees and costs for specific enforcement of Sections 9, 11, 14 and 15 against Employee, which is necessary and reasonable given the legitimate, protectable business interests at issue. Employee agrees that any remedy at law will be inadequate for any breach or threatened breach by Employee of any of the covenants contained in Sections 9, 11,14, and 15 of this Agreement, and that any breach or threatened breach of over such covenants would cause such immediate, irreparable, and permanent damages as would be impossible to ascertain. Therefore, Employee agrees and consents that, in the event of any breach or threatened breach of the covenants contained in Sections 9, 11,14, and 15 of this Agreement, in addition to any and all other remedies available Benefits to the Company for such breach or threatened breach, including recovery of damagesCompany. In addition, the Company shall be entitled to obtain preliminary recover from the Executive all costs, expenses, and reasonable attorneys' fees incurred by the Company in seeking either enforcement of this Agreement or permanent injunctive relief without damages for its breach, or in defending any action brought by the necessity Executive to challenge or construe the terms of proving actual damages by reason this Agreement. Furthermore, the Company shall also be entitled to recover prejudgment interest on all amounts recovered in the amount of ten percent (10%) per annum. Each of the rights and remedies enumerated in this Section 8 shall be independent of the other, and shall be severally enforceable, and all of such breach rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or threatened breach andin equity. It is the intent of the parties hereto that the restrictions and covenants contained in Section 5 through Section 7 shall be enforced to the fullest extent permissible under the laws and public policies jurisdiction in which enforcement is sought (the Executive hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of Section 5 through Section 7 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permitted permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction. The parties agree that if the Executive has violated any of the restrictions or covenants in Section 5 through Section 7, or if there is a basis for the granting of injunctive relief in accordance with the terms of this Agreement, then the period of all of the restrictions and covenants set forth in Section 5 through Section 7 automatically shall be extended by applicable law, a temporary restraining order or similar procedural device may be granted immediately upon commencement the number of days during which: (i) the Executive was in violation of such actionrestriction or covenant; or (ii) such a basis for the granting of injunctive relief existed, whichever period is longer. The Executive agrees to provide a copy of this Agreement to any person or entity that employs or attempts to employ him during the term of this Agreement.

Injunctive Relief; Remedies. In the event of (a) If any breach by you of the provisions of Sections 9, 11, 14, and 15 of party fails to perform any obligation contained in this Agreement, the Company shall have no obligation party claiming default will serve written notice to continue paying you any amounts or delivering to you any equity, as appropriate, the other party specifying the nature of such default and demanding performance. If such a default by Seller is of a nature that would otherwise be due to you, including amounts under Section 2 hereof; Employee’s Restricted Stock Awards which acceleration was vested hereunder; those Performance Share Units which have not yet been earned and issued as cause a failure of one or more of the date conditions to Closing set forth in Section 9.2 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.1 has been either fulfilled in all material respects or waived in writing by Seller, Buyer will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. If such a default by Buyer is of a breach nature that would cause a failure of one or more of the covenants contained herein; conditions to Closing set forth in Section 9.1 to be satisfied, and such default has not been cured within the annual cash bonus for fiscal year 2024and Employee’s accrued balance under sooner of ten (10) days after receipt of such default notice or the Company Supplemental Executive Retirement Plan. All these amounts Termination Date and equity awards shall be forfeited and no longer owed as each of the date conditions contained in Section 9.2 has been either fulfilled in all material respects or waived in writing by Buyer, Seller will be entitled to exercise all remedies arising at law by reason of any breach Sections 9such default, 11including, 14without limitation, and 15 termination of this Agreement, and those amounts will be used by the Company Agreement pursuant to pay the attorneys’ fees and costs for specific enforcement of Sections 9, 11, 14 and 15 against Employee, which is necessary and reasonable given the legitimate, protectable business interests at issue. Employee agrees Article X. The parties agree that any remedy at law will be inadequate for any breach or threatened breach by Employee Seller of any or its Affiliates of the covenants contained in Sections 9, 11,14, and 15 Section 7.2 of this AgreementAgreement would result in substantial and irreparable damage to Buyer, and that any breach or threatened breach the amount of such covenants would cause such immediate, irreparable, and permanent damages as which would be impossible difficult, if not impossible, to ascertain. Therefore, Employee Seller agrees and consents that, that in the event of any such breach or threatened breach thereof, Buyer shall have the right to enforce Section 7.2 of this Agreement by preliminary or permanent injunctive or other relief in equity, without the necessity of proving any actual damages or providing any bond or other security. The right of Buyer to obtain injunctive or other equitable relief to enforce the terms of Section 7.2 hereof shall be in addition to all other rights and remedies it may otherwise have at law, in equity, or otherwise. Such right to obtain injunctive or other equitable relief may be exercised, at the option of Buyer, concurrently with, prior to, after, or in lieu of the exercise of any other rights or remedies which Buyer may have as a result of any breach or threatened breach of the covenants contained in Sections 9, 11,14, and 15 any of this Agreement, in addition to any and all other remedies available to the Company for such breach or threatened breach, including recovery of damages, the Company shall be entitled to obtain preliminary or permanent injunctive relief without the necessity of proving actual damages by reason of such breach or threatened breach and, to the extent permitted by applicable law, a temporary restraining order or similar procedural device may be granted immediately upon commencement of such actionSection 7.2.

Injunctive Relief; Remedies. In The parties hereto hereby acknowledge and agree that: (i) the Companies would be irreparably injured in the event of any breach by you of the provisions of Sections 9, 11, 14, and 15 of this Agreement, the Company shall have no obligation to continue paying you any amounts or delivering to you any equity, as appropriate, that would otherwise be due to you, including amounts under Section 2 hereof; Employee’s Restricted Stock Awards which acceleration was vested hereunder; those Performance Share Units which have not yet been earned and issued as of the date of a breach of the covenants contained herein; the annual cash bonus for fiscal year 2024and Employee’s accrued balance under the Company Supplemental Executive Retirement Plan. All these amounts and equity awards shall be forfeited and no longer owed as of the date of any breach Sections 9, 11, 14, and 15 of this Agreement, and those amounts will be used by the Company to pay the attorneys’ fees and costs for specific enforcement of Sections 9, 11, 14 and 15 against Employee, which is necessary and reasonable given the legitimate, protectable business interests at issue. Employee agrees that any remedy at law will be inadequate for any breach or threatened breach by Employee the Executive of any of the covenants his obligations contained in Sections Section 5 through Section 9; (ii) monetary damages would not be an adequate remedy for such breach; and (iii) the Companies shall be entitled to injunctive relief, 11,14, and 15 of this Agreement, and that in addition to any breach or threatened breach of such covenants would cause such immediate, irreparable, and permanent damages as would be impossible to ascertain. Therefore, Employee agrees and consents thatother remedy which they may have, in the event of such breach. Injunctive relief shall include, but not be limited to, a temporary restraining order and/or a preliminary or permanent injunction to restrain or enjoin any breach violation or threatened breach of the covenants contained in Sections 9, 11,14, and 15 violation of this Agreement. The Companies shall be entitled to immediate injunctive relief without notice and without the posting of any bond. The parties hereto hereby acknowledge that, in addition to any other rights and remedies the Companies may have under Section 10 hereof, the Companies shall have the right and remedy to require the Executive to account for and pay over to the Companies all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by the Executive as the result of any transactions constituting a breach of any of the provisions of Section 5 through Section 9, and the Executive hereby agrees to account for and pay over such Benefits to the Companies. In addition, the Companies shall be entitled to recover from the Executive all costs, expenses, and reasonable attorneys' fees incurred by the Companies in seeking either enforcement of this Agreement or damages for its breach, or in defending any action brought by the Executive to challenge or construe the terms of this Agreement. Furthermore, the Companies shall also be entitled to recover prejudgment interest on all amounts recovered in the amount of ten percent (10%) per annum. Each of the rights and remedies enumerated in this Section 10 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company for such breach Companies under law or threatened breach, including recovery in equity. It is the intent of damages, the Company parties hereto that the restrictions and covenants contained in Section 5 through Section 9 shall be entitled enforced to obtain preliminary the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Executive hereby acknowledging that said restrictions are reasonably necessary for the protection of the Companies). Accordingly, it is hereby agreed that if any of the provisions of Section 5 through Section 9 shall be adjudicated to be invalid or permanent injunctive relief without unenforceable for any reason whatsoever, said provision shall be (only with respect to the necessity of proving actual damages operation thereof in the particular jurisdiction in which such adjudication is made) construed by reason of such breach or threatened breach and, limiting and reducing it so as to be enforceable to the extent permitted permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction. The parties agree that if the Executive has violated any of the restrictions or covenants in Section 5 through Section 9, or if there is a basis for the granting of injunctive relief in accordance with the terms of this Agreement, then the period of all of the restrictions and covenants set forth in Section 5 through Section 9 automatically shall be extended by applicable law, a temporary restraining order or similar procedural device may be granted immediately upon commencement the number of days during which: (i) the Executive was in violation of such actionrestriction or covenant; or (ii) such a basis for the granting of injunctive relief existed, whichever period is longer. The Executive agrees to provide a copy of this Agreement to any person or entity that employs or attempts to employ him during the term of this Agreement.