Common use of Remedies for Breach Clause in Contracts

Remedies for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.

Remedies for Breach. The Company and the Executive agree that the restrictive covenants contained in this Agreement are severable and separate, and the unenforceability of any specific covenant herein shall not affect the validity of any other covenant set forth herein. The Executive acknowledges that any breach by Executive of this Section 6 would cause the Company will suffer irreparable injury and damage harm as a result of a breach of such restrictive covenants by the Executive for which an adequate monetary damages are remedy does not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of any actual or threatened breach by the Executive of any provision of this Agreement, the Company shall, in addition to any other remedies permitted by law, be entitled to obtain remedies in equity, including, but not limited to, specific performance, injunctive relief, a breach temporary restraining order, and/or a preliminary and/or permanent injunction in any court of competent jurisdiction, and to prevent or otherwise restrain a threatened breach of this Section 68 without the necessity of proving damages or posting a bond or other security. Such relief shall be in addition to and not in substitution of any other remedies available to the Company. The existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company will be entitled to seek of said covenants. The Executive shall not defend on the basis that there is an injunction restraining such breachadequate remedy at law. In additionaddition to and not in lieu of any other remedy that the Company may have under this Section 8 or otherwise, in the event of a any breach of any provision of this Section 68 or Sections 10 or 11 during the period during which the Executive is entitled to receive payments and benefits pursuant to Section 7, which breach is not cured within fifteen days of notice thereof from the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for , such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants period shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any have terminated as of the provisions in date of such breach and the Executive shall not thereafter be entitled to receive any salary or other payments or benefits under this Section 6 are held Agreement with respect to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenperiods following such date.

Remedies for Breach. If the Executive acknowledges commits a breach, or threatens to commit a breach, of any of the provisions of this Article IV, the Company and its Subsidiaries shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Article IV specifically enforced by any court having equity jurisdiction, by the entry of temporary, preliminary and permanent injunctions and orders of specific performance, together with an accounting therefor, it being expressly acknowledged and agreed by the Executive that any such breach by Executive of this Section 6 would or threatened breach will cause irreparable injury to the Company irreparable injury and damage for which its Subsidiaries and that money damages will not provide an adequate remedy to the Company and its Subsidiaries. Any such injunction shall be available without the posting of any bond or other security, and the Executive hereby consents to the issuance of such injunction. The Executive further agrees that any such injunctive relief obtained by the Company or its Subsidiaries shall be in addition to, and not in lieu of, monetary damages are inadequateand any other remedies to which the Company or its Subsidiaries may be entitled. AccordinglyFurther, in the event of a an alleged breach or a threatened breach violation by the Executive of this Section 6any of the provisions of Sections 4.3, 4.4 or 4.5 hereof, the Company will Non-Disclosure Period, the Non-Interference Period and\or the Non-Competition Period, as the case may be, shall be entitled to seek an injunction restraining tolled until such breachbreach or violation has been cured. In addition, The parties agree that in the event of a breach the institution of any action at law or in equity by either party to enforce the provisions of this Section 6Article IV, the Company’s obligation to losing party shall pay any unpaid portion all of the Severance Payment or other benefits as set forth in Sections 5(a) costs and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection expenses of the interests of the Companyprevailing party, including reasonable legal fees, incurred in connection therewith. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive If any covenant contained in this Section 6 shall be in addition to Article IV or any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed part thereof is hereafter construed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad invalid or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions same shall not affect the remainder of this Section 6 such covenant or any other covenants, which shall be enforced as writtengiven full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to render it enforceable and, in its modified form, said covenant shall then be enforceable.

Remedies for Breach. In addition to the rights and remedies provided in Section 16, and without waiving the same if Executive acknowledges that breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Executive in connection with any such breach. In additionExecutive specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Executive to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event “Benefits”) derived or received, directly or indirectly, by Executive as a result of any transactions constituting a breach of any of the provisions of Section 6, Executive hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Executive’s employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Executive under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Informationright to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants. If any court determines that such covenants are unenforceable, the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Company shall be in addition to any other agreements relieved of all obligations under this Agreement and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed entitled to limit such other covenants and agreements, all of any payments which shall continue are suspended pursuant to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written7(iv).

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained herein are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of Employer, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to Employer and its interests, that Employer would not have agreed to enter into this Agreement without receiving Executive’s agreement to be bound by Executive these restrictions and that such restrictions were a material inducement to Employer to enter into this Agreement. During the Restrictive Period, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach Agreement to any third party with whom Executive may seek or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breachobtain future employment or other similar arrangement. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Agreement, Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with him, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible Restrictive Covenant by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenExecutive.

Remedies for Breach. Executive The Restricted Person has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and the Restricted Person acknowledges that the covenants contained herein are reasonable with respect to their duration, geographical area and scope. The Restricted Person further acknowledges that he will receive substantial benefits from the Merger, the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of Acquiror, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to Acquiror and its interests, that Acquiror would not have agreed to enter into this Agreement or the Merger Agreement without receiving the Restricted Person’s agreement to be bound by Executive these restrictions and that such restrictions were a material inducement to Acquiror to enter into this Agreement and the Merger Agreement. During the Restricted Period, Acquiror, after advance notice to the Restricted Person of its intentions, shall have the right to communicate the existence and provisions of this Section 6 would cause Agreement to any third party with whom the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach Restricted Person may seek or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breachobtain future employment or other similar arrangement. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Agreement, Acquiror, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Acquiror under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants Executive permanent injunctive relief to prevent or restrain any such violation by the Restricted Person and any and all persons directly or indirectly acting for or with the Restricted Person, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If the Restricted Person violates the Restrictive Covenant and Acquiror brings legal action for injunctive or other similar agreement and that this Section 6 relief, Acquiror shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restricted Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement Restrictive Covenant by the Restricted Person, as the date of such first violation is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible determined by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenjudicial proceeding.

Remedies for Breach. Executive acknowledges that In addition to the rights and remedies --------------------- provided in Section 14, and without waiving the same if Employee breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Employee in connection with any such breach. In additionEmployee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Employee to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event "Benefits") derived or received, directly or indirectly, by Employee as a result of any transactions constituting a breach of any of the provisions of Section 6, Employee hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Employee's employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or immediate and material threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Employee under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Information's right to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants relate to each state or jurisdiction being, for this purpose, severable into diverse and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenindependent covenants.

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges and expressly agrees that the covenants contained herein are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of Employer, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to Employer and its interests, that Employer would not have agreed to enter into this Agreement without receiving Executive’s agreement to be bound by these restrictions and that such restrictions were a material inducement to Employer to enter into this Agreement. Executive hereby acknowledges and agrees that during the Restrictive Period, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequateAgreement to any third party with whom Executive may seek or obtain future employment or other similar arrangement. Accordingly, in In the event Employer determines that Executive has violated any of a breach the restrictions contained in in Sections 9, 10, or a threatened breach 12, Executive’s eligibility for and receipt of this any severance payments or benefits under Section 6, the Company will be entitled to seek an injunction restraining such breach6(b) shall immediately terminate. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Agreement, Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible Restrictive Covenant by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenExecutive.

Remedies for Breach. i. Because the Executive’s services are unique and because the Executive acknowledges has access to the Company’s and its Affiliates’ Confidential Information, the parties agree that any breach by Executive or threatened breach of this Section 6 would 11 shall cause irreparable harm to the Company irreparable injury and/or its Affiliates and damage for which monetary that money damages are inadequatealone would be an inadequate remedy. AccordinglyThe parties therefore agree that, in the event of a any breach or a threatened breach of this Section 611, and in addition to all other rights and remedies available to it under this Agreement or otherwise, and whether in equity or at law, the Company will and/or its Affiliates may apply for specific performance and/or injunctive or other relief, without a bond, in order to enforce or prevent any violations of the provisions of this Section 11. ii. The Executive acknowledges and understands that, but for agreeing to be bound to the provisions of this Section 11, the Executive would not be entitled to seek an injunction restraining receive the benefits and payments promised by the Company pursuant to Section 5, including all subparts thereto. The Executive agrees that any breach of this Section 11 during the twelve (12) month period following a Qualifying Termination would constitute a material breach of this Agreement and subjects the Executive to the forfeiture of all the aggregate after-tax proceeds of payments made pursuant to Section 5 of this Agreement (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such breachproceeds in the year of repayment). The Company expressly reserves the right to pursue all other legal and equitable remedies available to it by virtue of any breach of this Section 11, including without limitation injunctive relief as provided in Section 11(g)(i) above. iii. The Executive acknowledges and agrees that the remedies provided for in this Section 11(g) are cumulative and not exclusive of any and other remedies available under this Agreement or otherwise, and whether in equity or at law, including other remedies provided under agreements related to bonuses and equity and equity-based awards. In additionthat regard, the Executive acknowledges and agrees that, while the forfeiture of payments and benefits referenced in Section 11(g) is appropriate in the event of a breach of this Section 611, the Company’s obligation injunctive relief to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will prevent a continuing breach would still be extinguished. Nothing contained herein will be construed as prohibiting necessary to give the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenan adequate remedy.

Remedies for Breach. Executive acknowledges In the event that you or your officers, managers, partners, directors, affiliates, employees, independent agents or contractors (collectively, your “Agents”) breach any of your representations, warranties, agreements or covenants set forth in this User Agreement or otherwise fail to comply with the requirements of this User Agreement, any policies of Currency Com, including without limitation, by giving Currency Com inaccurate or incomplete information for any reason, Currency Com will have the right to suspend and/or terminate your Account (as outlined in Section 7.2). You hereby acknowledge that you shall be liable for all damages suffered by Currency Com and its Affiliates resulting from any such breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequateyou or your Agents. AccordinglyFurther, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach, Currency Com will have the rights of a secured creditor under all applicable laws with respect to your Account and can recover all damages incurred by Currency Com and its Affiliates by liquidating any or all of the cryptocurrencies and fiat currency held in your Hosted Wallet(s). In additionYou hereby acknowledge that Currency Com has sole discretion over what actions, if any, we take in the event of such breach and that we may take such action without prior notice to you. If a breach of this Section 6by you or your Agents involves participation by other parties with Accounts at Currency Com, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) you and (d) of this Agreement such parties will be extinguishedjointly and severally liable for all resulting damages to Currency Com and its Affiliates. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read You hereby acknowledge and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees agree that the restrictions enumeration in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 User Agreement of specific remedies shall not be deemed exclusive of any other remedies that may be available at law or in equity. Any delay or failure by Currency Com to limit such other covenants and agreementsexercise any right, all of which power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law (collectively, “Legal Rights”) shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall not be deemed construed to be a breach by Executive waiver of this Section 6 and such Legal Rights, nor to limit the exercise of this Agreement. To such Legal Rights, nor shall it preclude the extent further exercise thereof or the exercise of any of the provisions in this Section 6 are held to be overly broad other right, power, remedy or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenprivilege.

Remedies for Breach. Executive acknowledges If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Article IV, the Company and its Subsidiaries shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Article IV specifically enforced by any court having equity jurisdiction, together with an accounting therefor, it being expressly acknowledged and agreed by the Employee that any such breach by Executive of this Section 6 would or threatened breach will cause irreparable injury to the Company irreparable injury and damage for which its Subsidiaries and that money damages will not provide an adequate remedy to the Company and its Subsidiaries. Such injunction shall be available without the posting of any bond or other security, and the Employee hereby consents to the issuance of such injunction. The Employee further agrees that any such injunctive relief obtained by the Company or its Subsidiaries shall be in addition to, and not in lieu of, monetary damages are inadequateand any other remedies to which the Company or its Subsidiaries may be entitled. AccordinglyFurther, in the event of a an alleged breach or a threatened breach violation by the Employee of this Section 6any of the provisions of Sections 4.4 or 4.5 hereof, the Company will Non-Solicitation Period and/or the Non-Competition Period, as the case may be, shall be entitled to seek an injunction restraining tolled until such breachbreach or violation has been cured. In addition, The parties agree that in the event of a breach the institution of any action at law or in equity by either party to enforce the provisions of this Section 6Article IV, the Company’s obligation to losing party shall pay any unpaid portion all of the Severance Payment or other benefits as set forth in Sections 5(a) costs and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection expenses of the interests of the Companyprevailing party, including reasonable legal fees, incurred in connection therewith. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive If any covenant contained in this Section 6 shall be in addition to Article IV or any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed part thereof is hereafter construed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad invalid or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions same shall not affect the remainder of this Section 6 such covenant or any other covenants, which shall be enforced as writtengiven full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to render it enforceable and, in its modified form, said covenant shall then be enforceable.

Remedies for Breach. Executive acknowledges that In addition to the rights and remedies provided in Section 14, and without waiving the same if Employee breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Employee in connection with any such breach. In additionEmployee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Employee to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event “Benefits”) derived or received, directly or indirectly, by Employee as a result of any transactions constituting a breach of any of the provisions of Section 6, Employee hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Employee’s employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or immediate and material threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Employee under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Informationright to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants relate to each state or jurisdiction being, for this purpose, severable into diverse and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenindependent covenants.

Remedies for Breach. Executive Consultant hereby expressly acknowledges that any breach by Executive the preservation of this Section 6 the confidentiality of the Company's Confidential Information is absolutely essential to commercial success of the Company, and that the improper use and/or disclosure of the Company's Confidential Information would cause the Company irreparable harm, and loss and damage. If Consultant commits a breach, or threatens to commit a breach, of any of the provisions of this Article IV, the Company and its Subsidiaries shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Article IV specifically enforced by any court having equity jurisdiction (without regard to the arbitration provisions of Section 5.9 hereof), by the entry of temporary, preliminary and permanent injunctions and orders of specific performance, together with an accounting therefore, it being expressly acknowledged and agreed by Consultant that any such breach or threatened breach will cause irreparable injury to the Company and damage for which its Subsidiaries and that money damages will not provide an adequate remedy to the Company and its Subsidiaries. Such injunction shall be available without the posting of any bond or other security, and Consultant hereby consents to the issuance of such injunction. The Consultant further agrees that any such injunctive relief obtained by the Company or its Subsidiaries shall be in addition to, and not in lieu of, monetary damages are inadequateand any other remedies to which the Company or its Subsidiaries may be entitled. AccordinglyFurther, in the event of a an alleged breach or a threatened breach violation by Consultant of this Section 6any of the provisions of Sections 4.4 or 4.5 hereof, the period of time in which Consultant has covenanted to the Company will to refrain from engaging in the applicable activity shall be entitled to seek an injunction restraining tolled until such breachbreach or violation has been cured. In addition, The parties agree that in the event of a breach the institution of any action at law or in equity by either party to enforce the provisions of this Section 6Article IV, the Company’s obligation to losing party shall pay any unpaid portion all of the Severance Payment or other benefits as set forth in Sections 5(a) costs and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection expenses of the interests of the Companyprevailing party, including reasonable legal fees, incurred in connection therewith. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive If any covenant contained in this Section 6 shall be in addition to Article IV, or any other agreements and covenants Executive may have agreed to in any other employee proprietary informationpart thereof, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed is hereafter construed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad invalid or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions same shall not affect the remainder of this Section 6 such covenant or any other covenants, which shall be enforced as writtengiven full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to render it enforceable and, in its modified form, said covenant shall then be enforceable.

Remedies for Breach. Executive a. The Provider hereby expressly acknowledges that any breach by Executive the preservation of this Section 6 the confidentiality of the Company's Confidential Information is absolutely essential to commercial success of the Company, and that the improper use and/or disclosure of the Company's Confidential Information would cause the Company harm. If the Provider commits a breach, or threatens to commit a breach, of any of the provisions of this Article IV, the Company and its Subsidiaries shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Article IV specifically enforced by any court having equity jurisdiction (without regard to the arbitration provisions of Section 5.9 hereof), by the entry of temporary, preliminary and permanent injunctions and orders of specific performance, together with an accounting therefore, it being expressly acknowledged and agreed by the Provider that any such breach or threatened breach will cause irreparable injury to the Company and damage for which monetary its Subsidiaries and that money damages are inadequatewill not provide an adequate remedy to the Company and its Subsidiaries. AccordinglySuch injunction shall be available without the posting of any bond or other security, and the Provider hereby consents to the issuance of such injunction. Further, in the event of a an alleged breach or a threatened breach violation by the Provider of this Section 6any of the provisions of Sections 4.3 or 4.4 hereof, the period in which the Provider has covenanted to the Company will to refrain from engaging in the applicable activity shall be entitled to seek an injunction restraining tolled until such breachbreach or violation has been cured. In addition, The parties agree that in the event of a breach the institution of any action at law or in equity by either party to enforce the provisions of this Section 6Article IV, the Company’s obligation to Each Party shall pay all their own respective costs and expenses in such action. If any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive covenant contained in this Section 6 Article IV, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such covenant or any other covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to render it enforceable and, in addition its modified form, said covenant shall then be enforceable. b. The Company waives its right to any other agreements and covenants Executive may have agreed to claim monetary damages from the Provider in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement excess of $100,000; and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive value represents an absolute cap on any /legal claim for monetary damages the termination of this Agreement in accordance with their respective terms. A breach by Executive of Company may raise whatsoever against the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent Provider for any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable reason at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentime.

Remedies for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment Benefits, the Enhanced Severance Benefits, or other benefits as set forth in Sections 5(a) and (d) the Termination Notice Replacement Payments of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the Page 13 of NUMPAGES \* Arabic \* MERGEFORMAT 31 extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.

Remedies for Breach. In addition to the rights and remedies provided in Section 16, and without waiving the same, if Executive acknowledges that breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Executive in connection with any such breach. In additionExecutive specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Executive to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event “Benefits”) derived or received, directly or indirectly, by Executive as a result of any transactions constituting a breach of any of the provisions of Section 6, Executive hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Executive’s employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Executive under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and shall enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Information, and they do not prevent Executive from working right to the relief provided above in the medical device industrycourts of any other states or jurisdictions as to breaches of such covenants in such other states or jurisdictions, the above covenants as they relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants. Executive agrees If any court determines that such covenants are unenforceable, the covenants and agreements by Executive contained in this Section 6 Company shall be in addition to any other agreements relieved of all obligations under this Agreement and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed entitled to limit such other covenants and agreements, all of any payments which shall continue are suspended pursuant to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written7(iv).

Remedies for Breach. (i) The Company’s exclusive remedy for a breach of Section 6(f) of this Agreement shall be that the Company’s obligation to pay any unpaid portion of the severance benefits (as set forth in Sections 5(b) – 5(f) of this Agreement will be extinguished. (ii) Executive acknowledges that any breach by Executive of this Section 6 Sections 6(a) – 6(e) would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in In the event of a breach or a threatened breach of this Section 6Sections 6(a) – 6(e), the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other severance benefits (as set forth in Sections 5(a5(b) and (d– 5(f) of this Agreement will be extinguished. Nothing Except as set forth in Section (6)(g)(i) above, nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 subsections (c) and (f), above, are reasonable and necessary to protect the Company’s Proprietary Information, trade secrets and that they do not prevent foreclose Executive from working in the medical device industry. Executive agrees that the covenants printed circuit board manufacturing and agreements by Executive contained in this Section 6 shall be in addition to assembly industry generally or for any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive employer outside of the terms United States, but only from working for key competitors in the United States that will necessarily place the Company’s trade secrets at the greatest risk of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreementuse or disclosure. To the extent that any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, that the remaining provisions of this Section 6 it shall be enforced as written.

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges and expressly agrees that the covenants contained herein are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of Employer, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to Employer and its interests, that Employer would not have agreed to enter into this Agreement without receiving Executive’s agreement to be bound by these restrictions and that such restrictions were a material inducement to Employer to enter into this Agreement. Executive hereby acknowledges and agrees that for a period of two (2) years after the effective date of the termination of Executive’s employment under this Agreement, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach Agreement to any third party with whom Executive may seek or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breachobtain future employment or other similar arrangement. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment violation or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit violation of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Informationrestrictions, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with him, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by Executive. In the event that a breach by Executive of this Section 6 successor assumes and of agrees to perform this Agreement. To , this Restrictive Covenant shall continue to apply only to the extent Restrictive Area of Employer as it existed immediately before such assumption and shall not apply to any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtensuccessor’s other offices.

Remedies for Breach. Executive acknowledges that any breach by Executive a. Subject to paragraph 11c of this Section 6 would cause Agreement, if Buyer shall breach or fail to perform or comply with any of the Company irreparable injury material terms and damage provisions of this Agreement to be performed and complied with by Buyer, Seller shall have as its sole and exclusive remedy the right to retain the Deposit and any Additional Deposit, together with interest earned thereon, as assessed and liquidated damages and not as a penalty, and thereafter neither party shall have any further rights, liabilities or obligations under this Agreement, and Seller shall have no other remedy against Buyer, except Buyer shall remain liable to Seller for which monetary damages are inadequate. Accordinglyits obligations under paragraph 10 of this Agreement. b. Subject to paragraph 11c of this Agreement, if Seller shall breach or fail to perform or comply with any of the material terms and provisions of this Agreement, then Buyer as its sole and exclusive remedies, may (i) terminate this Agreement, whereupon the Escrow Agent shall promptly return the Deposit and any Additional Deposit, together with interest earned thereon to Buyer and Seller shall reimburse Buyer for any reasonable third party costs incurred by Buyer in connection with this Agreement including, but not limited to, all reasonable legal fees, third party reports, engineering and architectural work and financing expenses (“Buyer’s Expenses”), but in no event shall Buyer’s Expenses for purposes of Seller’s payment thereof pursuant to this paragraph 11b exceed $100,000.00 and thereafter neither party shall have any further rights, liabilities or obligations under this Agreement or (ii) pursue an action for specific performance of Seller’s obligations hereunder. c. In the event either Buyer or Seller shall breach or fail to perform or comply with any of the material terms and provisions of paragraph 4e(ii) of this Agreement, after the issuance of a Philadelphia Slot License as more particularly set forth in paragraph 4e(ii) of this Agreement, in addition to the event of a breach or a threatened breach of this Section 6, rights and remedies afforded the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits applicable parties as set forth in Sections 5(a) paragraph 11a and (dparagraph 11b of this Agreement, the non-defaulting party may exercise any rights or remedies available to such party at law or in equity as a result of any such default of the material terms and provisions of paragraph 4e(ii) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.

Remedies for Breach. Executive The Participant has reviewed the provisions of this Award Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and the Participant acknowledges that the Restrictive Covenants contained herein are reasonable with respect to their duration and scope. The Participant further acknowledges that the restrictions contained in this Award Agreement are reasonable and necessary for the protection of the legitimate business interests of the Company, that they create no undue hardships, that any breach by Executive violation of this Section 6 these restrictions would cause substantial injury to the Company irreparable injury and damage for which monetary damages are inadequate. Accordinglyits interests, that the Company would not have agreed to enter into this Award Agreement, or otherwise allow the Participant an opportunity to participate in the event of Plan or any other equity incentive plan maintained by the Company, without receiving Participant’s agreement to be bound by the Restrictive Covenants and that such Restrictive Covenants were a breach material inducement to the Company to enter into this Award Agreement, or a threatened breach of this Section 6otherwise allow the Participant an opportunity to participate in the Plan or any other equity incentive plan maintained by the Company. During the Restrictive Period, the Company will be entitled shall have the right to communicate the existence and terms of this Award Agreement to any third party with whom the Participant may seek an injunction restraining such breachor obtain future employment or other similar arrangement. In addition, in the event of a breach any violation or threatened violation of the restrictions contained in this Section 6Award Agreement, the Company’s obligation , in addition to pay any unpaid portion of the Severance Payment or other benefits as set forth and not in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing limitation of, any other remedy rights, remedies or damages available to the Company under this Award Agreement or the Plan or otherwise at law or in equity, shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by the Participant and any and all persons directly or indirectly acting for or with him, as the case may be. If the Participant violated the Restrictive Covenant and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of time involved in obtaining such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection relief, be deprived of the interests benefit of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive full period of the terms of such other agreements and covenants Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that Restrictive Covenant by the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenParticipant.

Remedies for Breach. Executive acknowledges Without limiting the remedies available to the Company, you acknowledge that a breach of any breach by Executive of the covenants contained in this Section 6 would cause 8 may result in irreparable injury to the Company irreparable injury and damage for which monetary there is no adequate remedy at law, that it shall not be possible to measure damages are inadequate. Accordinglyfor such injuries precisely and that, in the event of such a breach or a threatened breach of this Section 6threat thereof, the Company will may, in addition to pursuing any other remedies it may have in law or in equity, (i) cancel the unvested portion of the RSU as of the date of such breach or threat thereof; (ii) require you to pay to the Company, in cash, the gross amount already realized from the vesting of the RSU during the 12 month period prior to such breach or threat thereof to the extent permitted by law, regulation or listing requirement, or by any Company policy; (ii) cease making any payments with respect to the RSU that are otherwise required under this Agreement; and (iv) if the breach or threat thereof occurred after the RSU has been deferred to the Company Employee Deferred Compensation Plan and prior to the deferred payment date, forfeit the deferred portion of the RSU and this Award shall be deemed terminated as of the date on which the breach or threat thereof occurred. By accepting this RSU, you consent to and authorize the Company to deduct from any amounts payable by the Company to you, any amount you owe to the Company under this Section 8.5. The Company shall also be entitled to seek an a temporary restraining order or a preliminary or permanent injunction restraining such breach. In addition, you from engaging in the event of a breach of activities prohibited by this Section 6, the Company’s obligation 8 or such other relief as may be required to pay specifically enforce any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions covenants in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written8.

Remedies for Breach. Executive (i) The Seller acknowledges and agrees that its breach of any of the covenants contained in this Section 7.10 would cause irreparable injury to the Purchaser and that remedies at law of the Purchaser for any actual or threatened breach by Executive the Seller of such covenants would be inadequate; therefore, the Seller further acknowledges and agrees that the Purchaser shall be entitled to specific performance of the covenants in this Section 7.10 or injunctive relief against activities in violation of this Section 6 would cause 7.10, or both, by temporary or permanent injunction or other appropriate judicial remedy, writ or order, without the Company irreparable injury necessity of proving actual damages or posting a bond. This provision with respect to injunctive relief shall not diminish the right of the Purchaser to claim and damage recover damages against the Seller for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened any breach of this Section 67.10, the Company will be entitled in addition to seek an injunction restraining such breachinjunctive relief. In additionAccordingly, in the event of a breach of this Section 67.10, the Company’s obligation Purchaser, in its sole discretion, may elect to pay pursue injunctive relief or monetary damages, or both. (ii) The Seller acknowledges and agrees that it shall be responsible for all legal expenses, including reasonable attorneys’ fees, which the Purchaser incurs in pursuing remedies, whether legal or equitable, for any unpaid portion of the Severance Payment actual or other benefits as set forth in Sections 5(a) and (d) threatened breach of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting Section 7.10 by the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read Seller. (iii) The Seller acknowledges and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 7.10 shall be in addition to construed as agreements independent of any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination provision of this Agreement in accordance with their respective terms. A breach or any other Contract between the parties hereto and that the existence of any claim or cause of action by Executive the Seller against the Purchaser, whether predicated upon this or any other contract or agreement, shall not constitute a defense to the enforcement by the Purchaser of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written7.10.

Remedies for Breach. In addition to the rights and remedies provided in Section 16, and without waiving the same if Executive acknowledges that breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Executive in connection with any such breach. In additionExecutive specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Executive to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event "Benefits") derived or received, directly or indirectly, by Executive as a result of any transactions constituting a breach of any of the provisions of Section 6, Executive hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Executive's employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Executive under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Information's right to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants. If any court determines that such covenants are unenforceable, the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Company shall be in addition to any other agreements relieved of all obligations under this Agreement and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed entitled to limit such other covenants and agreements, all of any payments which shall continue are suspended pursuant to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written7(iv).

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges and expressly agrees that the covenants contained in Sections 9, 10 and 12 are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of Employer, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to Employer and its interests, that Employer would not have agreed to enter into this Agreement without receiving Executive’s agreement to be bound by these restrictions and that such restrictions were a material inducement to Employer to enter into this Agreement. Executive hereby acknowledges and agrees that during the Restrictive Period, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequateAgreement to any third party with whom Executive may seek or obtain future employment or other similar arrangement. Accordingly, in In the event Executive has violated any of a breach the restrictions contained in in Sections 9, 10, and 12, Executive’s eligibility for and receipt of any severance payments or a threatened breach of this benefits under Section 6, the Company will be entitled to seek an injunction restraining such breach6(b) shall immediately terminate. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment or other benefits as set forth restrictions contained in Sections 5(a) 9, 10 and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information12, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible Restrictive Covenant by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenExecutive.

Remedies for Breach. Executive A. In the event of any Event of Default by the Subscriber Organization, then the Company shall have available to it any other remedy provided for in this Contract and any or all of the following remedies which can be used either singularly or cumulatively. B. For any Event of Default by the Subscriber Organization: (1) Company shall provide written notice to the Subscriber Organization to remedy the Event of Default within the applicable cure period specified for such Event of Default, if any. (2) If after the cure period, if any, provided for in the Company’s notice the Subscriber Organization is still not in compliance with this Contract, then the Company shall have the right to request to terminate the Contract via a Notice of Intent to Terminate and Request for IO Concurrence to the IO (the “Notice to IO”). (3) If the CBRE IO concurs with the Company’s request to terminate the Contract, the Company shall provide written notice to Subscriber Organization and Subscriber Organization shall have five (5) Business Days to provide proof that Company’s and CBRE IO’s determination to terminate the Contract is in error. (4) If the Subscriber Organization fails to provide such proof or if the Company and the CBRE IO reasonably determine that such proof is insufficient to reverse the Company’s decision to terminate, Company may proceed to terminate the Contract by providing a written notice of termination to Subscriber Organization. A copy of such notice shall be provided to all Subscribers of the CBRE Facility, the CBRE IO and the PUC. (5) The termination date in the notice of termination shall not be earlier than thirty (30) Days from the date of such notice. C. In the event of an Event of Default by the Subscriber Organization for which the Company sends a written notice pursuant to this Section 10, Company shall also send a copy of the notice as soon as practicable to any financing party for the CBRE Facility whose contact information has been provided to the Company. Any such financing party shall have the right to cure the alleged breach within the cure period provided in Section 9 and Company agrees to accept any such cure as if made by the Subscriber Organization. The Company shall be under no obligation to provide any such financing party with any information contrary to the Data Privacy Commitments set forth in Exhibit 1 to the Subscriber Agency Agreement and Consent Form. The Company shall be under no obligation to provide any such financing party with any information it may have which is confidential to the Subscriber Organization unless the Subscriber Organization has provided written consent to the Company permitting the release to the financing party of such confidential information. D. Subscriber Organization acknowledges that Company is a public utility and is relying upon Subscriber Organization's performance of its obligations under this Contract, and that Company and/or its customers may suffer irreparable injury as a result of the failure of Subscriber Organization to perform any breach by Executive of such obligations, whether or not such failure constitutes an Event of Default or otherwise gives rise to one or more of the remedies set forth in this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate10. Accordingly, the remedies set forth in this Section 10 shall not limit or otherwise affect Company's right to seek specific performance injunctions or other available equitable remedies for Subscriber Organization's failure to perform any of its obligations under this Contract, irrespective of whether such failure constitutes an Event of Default. E. In the event of a breach or a threatened any breach of this Section 6Contract by Company, the Subscriber Organization shall provide Company will be entitled to seek an injunction restraining such with a written notice of the breach. In additionCompany shall have up to thirty (30) Days to cure the breach. If the breach is not cured within the thirty (30) Days, the Subscriber Organization may utilize the procedures set forth in Section 12. If the breach results in Bill Credits not being issued to one or more individual Subscribers, in the event absence of a breach of this Section 6cure by Company within the allowed time following the notice, the Company’s obligation to pay applicable Subscriber(s) may also seek a remedy for any unpaid portion of past due Bill Credits from the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available PUC pursuant to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenCBRE Tariff.

Remedies for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment Benefits, the Enhanced Severance Benefits, or other benefits as set forth in Sections 5(a) and (d) the Termination Notice Replacement Payments of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to Page 13 of NUMPAGES \* Arabic \* MERGEFORMAT 31 circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.

Remedies for Breach. (i) The parties hereto agree that Executive acknowledges that any breach by Executive is obligated under this Agreement to render personal services during the Agreement Term of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. AccordinglyAgreement peculiar value, and, in the event of a breach or a threatened breach of this Section 6any covenant of Executive herein, the injury or imminent injury to the value and the goodwill of the Company's business could not be reasonably or adequately compensated in damages in an action at law. Accordingly, Executive expressly acknowledges that (A) the provisions of this Agreement are reasonable and necessary for the protection of the Company will and that each provision, and the period or periods of time and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible, and (B) the Company shall be entitled to seek an injunction restraining such breach. In additionspecific performance, injunctive relief or any other equitable remedy against Executive, without the posting of a bond, in the event of a any breach or threatened breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) provision of this Agreement by Executive (including, without limitation, Sections 4 and 6 hereof). Without limiting the generality of the foregoing, if Executive breaches Sections 4 or 6 hereof, such breach will be extinguished. Nothing contained herein will be construed as prohibiting entitle the Company to enjoin Executive from pursuing disclosing any Confidential Information to any Competing Business, to enjoin such Competing Business from receiving Executive or using any such Confidential Information and/or to enjoin Executive from rendering personal services to or in connection with such Competing Business. The rights and remedies of the parties hereto are cumulative and shall not be exclusive, and each such party shall be entitled to pursue all legal and equitable rights and remedies and to secure performance of the obligations and duties of the other under this Agreement, and the enforcement of one or more of such rights and remedies by a party shall (ii) The Company agrees that if Executive voluntarily resigns or retires or is terminated for Cause prior to the end of the Agreement Term, it shall not seek damages from the Executive for such resignation, retirement or termination. In no event shall this clause (ii) or any other remedy provision of this Agreement limit in any way whatsoever the remedies of specific performance, injunctive relief and other equitable remedies available to the Company for such breach pursuant to this or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on any other agreement between Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit , in respect of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section Sections 4 or 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.

Remedies for Breach. (i) The Company’s exclusive remedy for a breach of Section 6(f) of this Agreement shall be that the Company’s obligation to pay any unpaid portion of the severance benefits (as set forth in Sections 5(b) – 5(f) of this Agreement will be extinguished. (ii) Executive acknowledges that any breach by Executive of this Section 6 these Sections 6(a) – 6(e) would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in In the event of a breach or a threatened breach of this Section 6these Sections 6(a) – 6(e), the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other severance benefits (as set forth in Sections 5(a5(b) and (d– 5(f) of this Agreement will be extinguished. Nothing Except as set forth in Section (6)(g)(i) above, nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 subsections (c) and (f), above, are reasonable and necessary to protect the Company’s Proprietary Information, trade secrets and that they do not prevent foreclose Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to printed circuit board manufacturing industry generally or for any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive employer outside of the terms United States, but only from working for key competitors in the United States that will necessarily place the Company’s Proprietary Information at the greatest risk of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreementuse or disclosure. To the extent that any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 it shall be enforced as written.

Remedies for Breach. Executive acknowledges that In addition to the rights and remedies provided in Section 14, and without waiving the same if Employee breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Employee in connection with any such breach. In additionEmployee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Employee to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event "Benefits") derived or received, directly or indirectly, by Employee as a result of any transactions constituting a breach of any of the provisions of Section 6, Employee hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Employee's employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or immediate and material threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Employee under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Information's right to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants relate to each state or jurisdiction being, for this purpose, severable into diverse and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenindependent covenants.

Remedies for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in In the event of a Executive’s breach or a threatened breach violation of, or failure to completely and timely perform any of the provisions or covenants of this Section 6Release or the Employment Agreement (except to the extent limited by Sections 1(e) and 4(c) of this Release), which, if curable, remains uncured ten (10) days after the date of receipt of written notice thereof to Executive, the Company will be entitled Company’s obligation to seek an injunction restraining such breachperform any of its remaining obligations hereunder, including the obligation to continue any payment(s) under any provision of Section 1, above, shall immediately terminate; provided, however, that the Release set forth above in Section 4 and its subparts and all of Executive’s other covenants and obligations shall remain in full force and effect. In addition, in the event Executive breaches, or threatens to breach, any of a breach the provisions of this Section 6Release, the Company’s obligation Company shall have the right to pay any unpaid portion of have the Severance Payment or other benefits as set forth in Sections 5(a) and (d) provisions of this Agreement Release specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will be extinguished. Nothing contained herein will be construed as prohibiting cause irreparable injury to the Company from pursuing and that money damages will not provide the Company with an adequate remedy. Such rights and remedies shall be in addition to, and not in lieu of, any other remedy rights/remedies available to the Company for such breach under law or such threatened breachin equity. Executive has carefully read recognizes and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Informationremedy at law for breach of this Release would be inadequate, and they do not prevent Executive from working in further agrees that, for breach of such provisions, the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Company shall be in addition entitled to any other agreements injunctive relief and covenants to enforce its rights by an action for specific performance and shall be entitled to recover the Severance Payments previously paid to Executive may have agreed to under this Release (as liquidated damages) and, if it prevails, its reasonable attorneys’ fees incurred in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreementaction. To the extent that Executive does not make a required repayment to the Company pursuant to this Section 7 within thirty (30) calendar days following demand by the Company, or any shares of the Company’s common stock underlying any of Executive’s outstanding RSU awards have been sold by Executive, the provisions Company shall, subject to Section 409A, have the right to reduce, cancel or withhold against outstanding equity-based compensation, or require a substitute form of repayment, in this Section 6 are held each case to be overly broad or otherwise unenforceable at the time enforcement is soughtmaximum extent permitted under applicable law. Similarly, if Executive prevails in any such litigation, Executive agrees that the provision shall will be reformed entitled to an award of his reasonable attorneys’ fees and enforced to the greatest extent permissible by law. Executive further agrees that if expenses incurred in any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtensuch action.

Remedies for Breach. (i) The Parties agree that the restrictive covenants contained in this Agreement are severable and separate, and the unenforceability of any specific covenant herein shall not affect the validity of any other covenant set forth herein. Executive acknowledges that any the Company shall suffer irreparable harm as a result of a breach of such restrictive covenants by Executive of this Section 6 would cause the Company irreparable injury and damage for which an adequate monetary damages are remedy does not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of a any actual or threatened material breach or a threatened breach by Executive of any provision of this Section 6, the Company will shall, in addition to any other remedies permitted by law, be entitled to seek to obtain remedies in equity, including, without limitation, specific performance, injunctive relief, a temporary restraining order, and/or a permanent injunction in any court of competent jurisdiction (each, an injunction restraining such breach. In addition“Equitable Remedy”), in the event of to prevent or otherwise restrain a material breach of this Section 6, without the Company’s obligation to pay any unpaid portion necessity of the Severance Payment proving damages, posting a bond or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguishedsecurity. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Such relief shall be in addition to and not in substitution of any other agreements and covenants remedies available to the Company. The existence of any claim or cause of action of Executive may have agreed to in any other employee proprietary informationagainst the Company, confidentialitywhether predicated on this Agreement or otherwise, non-disclosure or other similar agreement and that this Section 6 shall not be deemed constitute a defense to limit such other covenants and agreements, all the enforcement by the Company of which shall continue to survive the termination of said covenants. (ii) Notwithstanding anything in this Agreement to the contrary, and subject to the Company’s ability to obtain an Equitable Remedy, if the Board determines in accordance with their respective terms. A good faith that Executive has committed a material breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 or of any other non-solicitation, confidentiality or similar agreement between Executive and the Company Group (“Covenant Breach”), then, if Executive is then-employed by the Company, the Board may immediately suspend Executive from employment with the Company with pay and benefits. If the Board ultimately determines in good faith that Executive has committed a Covenant Breach, then (1) if Executive is then employed by the Company, Executive’s employment may be immediately terminated by the Board for Cause and (2) if Executive’s employment previously terminated pursuant to Section 5(b) of this Agreement. To , the extent payments and providing any of the provisions in this benefits to Executive pursuant to Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion 5(b) of this Section 6 is held to be unenforceableAgreement, other than the remaining provisions of this Section 6 Accrued Rights (the “Severance Payments”) shall be enforced as writtenimmediately cease.

Remedies for Breach. Executive acknowledges Xxx understands and agrees that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation by him of the Severance Payment or other benefits as set forth covenants contained in Sections 5(a) and (d) Paragraph 5 of this Agreement will be extinguisheddeemed a material breach of this Agreement and will cause irreparable injury to the Bank, and that it would be difficult to ascertain the amount of monetary damages that would result from any such violation. Nothing In the event of Xxx’x actual or threatened breach or violation of the covenants contained herein will in Paragraph 5, the Bank shall be construed as prohibiting entitled to bring a civil action seeking an injunction restraining Xxx from violating or continuing to violate those covenants or from any threatened violation thereof, or for any other legal or equitable relief relating to the Company breach or violation of such covenant. Xxx agrees that, if the Bank institutes any action or proceeding against Xxx seeking to enforce any of such covenants or to recover other relief relating to an actual or threatened breach or violation of any of such covenants, Xxx shall be deemed to have waived the claim or defense that the Bank has an adequate remedy at law and shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. However, the exercise by the Bank of any such right, remedy, power or privilege shall not preclude the Bank or its successors or assigns from pursuing any other remedy or exercising any other right, power or privilege available to the Company it for any such breach or such threatened breach. Executive has carefully read violation, whether at law or in equity, including the recovery of damages, all of which shall be cumulative and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection in addition to all other rights, remedies, powers or privileges of the interests of Bank. Notwithstanding anything contained herein to the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive contrary, Xxx agrees that the restrictions in provisions of this Section 6 are reasonable Paragraph 5 and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements remedies provided herein for a breach by Executive contained in this Section 6 Xxx shall be in addition to any other agreements to, and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to supersede or to otherwise restrict, limit such other covenants and agreements, all of which shall continue to survive or impair the termination of this Agreement in accordance with their respective terms. A breach by Executive rights of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To Bank under the extent any Trade Secrets Protection Act contained in Article 24, Chapter 66 of the provisions in this Section 6 are held to be overly broad North Carolina General Statutes, or otherwise unenforceable at any other state or federal law or regulation dealing with or providing a remedy for the time enforcement is soughtwrongful disclosure, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion misuse or misappropriation of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentrade secrets or other proprietary or confidential information.

Remedies for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in In the event of a Executive’s breach or a threatened breach violation of, or failure to completely and timely perform any of the provisions or covenants of this Release or the Employment Agreement (except to the extent limited by Section 64(b) of this Release), which, if curable, remains uncured ten (10) days after the date of receipt of written notice thereof to Executive, the Company will be entitled Company’s obligation to seek an injunction restraining such breachperform any of its remaining obligations hereunder, including the obligation to continue any payment(s) under any provision of Section 1, above, shall immediately terminate; provided, however, that the Release set forth above in Section 4 and its subparts and all of Executive’s other covenants and obligations shall remain in full force and effect. In addition, in the event Executive breaches, or threatens to breach, any of a breach the provisions of this Section 6Release, the Company’s obligation Company shall have the right to pay any unpaid portion of have the Severance Payment or other benefits as set forth in Sections 5(a) and (d) provisions of this Agreement Release specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will be extinguished. Nothing contained herein will be construed as prohibiting cause irreparable injury to the Company from pursuing and that money damages will not provide the Company with an adequate remedy. Such rights and remedies shall be in addition to, and not in lieu of, any other remedy rights/remedies available to the Company for such breach under law or such threatened breachin equity. Executive has carefully read recognizes and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Informationremedy at law for breach of this Release would be inadequate, and they do not prevent Executive from working in further agrees that, for breach of such provisions, the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Company shall be in addition entitled to any other agreements injunctive relief and covenants to enforce its rights by an action for specific performance and shall be entitled to recover the Severance Payment paid to Executive may have agreed to under this Release (as liquidated damages) and, if it prevails, its reasonable attorneys’ fees incurred in any other employee proprietary informationsuch action. Similarly, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit if Executive prevails in any such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is soughtlitigation, Executive agrees that the provision shall will be reformed entitled to an award of his reasonable attorneys’ fees and enforced to the greatest extent permissible by law. Executive further agrees that if expenses incurred in any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtensuch action.

Remedies for Breach. Executive acknowledges understands and agrees that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation by him of the Severance Payment or other benefits as set forth covenants contained in Sections 5(a) and (dParagraph 4(a) of this Agreement will be extinguisheddeemed a material breach of this Agreement and will cause irreparable injury to the Bank, and that it would be difficult to ascertain the amount of monetary damages that would result from any such violation. Nothing In the event of Executive's actual or threatened breach or violation of the covenants contained herein will in Paragraph 4(a) , the Bank shall be construed as prohibiting entitled to bring a civil action seeking an injunction restraining Executive from violating or continuing to violate those covenants or from any threatened violation thereof, or for any other legal or equitable relief relating to the Company breach or violation of such covenant. Executive agrees that, if the Bank institutes any action or proceeding against Executive seeking to enforce any of such covenants or to recover other relief relating to an actual or threatened breach or violation of any of such covenants, Executive shall be deemed to have waived the claim or defense that the Bank has an adequate remedy at law and shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. However, the exercise by the Bank of any such right, remedy, power or privilege shall not preclude the Bank or its successors or assigns from pursuing any other remedy or exercising any other right, power or privilege available to the Company it for any such breach or such threatened breach. Executive has carefully read violation, whether at law or in equity, including the recovery of damages, all of which shall be cumulative and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection in addition to all other rights, remedies, powers or privileges of the interests of Bank. Notwithstanding anything contained herein to the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. contrary, Executive agrees that the restrictions provisions of Paragraph 4(a) above and the remedies provided in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements Paragraph 4(b) for a breach by Executive contained in this Section 6 shall be in addition to any other agreements to, and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to supersede or to otherwise restrict, limit such other covenants and agreements, all of which shall continue to survive or impair the termination of this Agreement in accordance with their respective terms. A breach by Executive rights of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To Bank under the extent any Trade Secrets Protection Act contained in Article 24, Chapter 66 of the provisions in this Section 6 are held to be overly broad North Carolina General Statutes, or otherwise unenforceable at any other state or federal law or regulation dealing with or providing a remedy for the time enforcement is soughtwrongful disclosure, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion misuse or misappropriation of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentrade secrets or other proprietary or confidential information.

Remedies for Breach. Executive Employee acknowledges that because of the unique and extraordinary nature of the Confidential Information, any breach by Executive or threatened breach of Employee’s obligations under this Section 6 would cause the Company 3 will give rise to irreparable injury and damage for to the Company, which monetary damages are inadequateinjury will be inadequately compensable in money damages. Accordingly, Employee agrees that, in addition to any other remedies that may be available at law or equity, the event of a Company may seek and obtain injunctive relief against the breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breachforegoing undertakings. In addition, Employee further agrees that in view of the event of difficulty in ascertaining the damages which might arise from a breach of this Section 63, in the Company’s obligation to pay event he breaches any unpaid portion of the Severance Payment this Section 3, and notwithstanding any other remedies that may be available under this Agreement, or other benefits as set forth in Sections 5(aat law or equity, he shall immediately: (i) forfeit any and all rights he may have to receive Separation Pay under this Agreement; and (dii) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available return to the Company for such breach or such threatened breachany and all Separation Pay that may have been paid to Employee under this Agreement. Executive has carefully read and considered these restrictions Employee acknowledges and agrees they that the covenants contained herein are fair and reasonable restrictions on Executive and are reasonably required necessary for the protection of the Company’s interests and are reasonable in scope and context. All of the Company. Executive agrees not to circumvent ’s remedies for the spirit breach or threatened breach of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Agreement shall be in addition to any other agreements cumulative and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 the pursuit of one remedy shall not be deemed to limit such exclude any other covenants and agreementsremedies. In the event that any action, all of which shall continue suit or proceeding at law or in equity is brought by the Company pursuant to survive the termination of this Agreement to enforce any covenant contained in accordance with their respective terms. A this Agreement or to seek money damages for the threatened breach by Executive of or breach thereof, and if the terms of Company is successful in such other agreements and covenants efforts, the Company shall be deemed entitled, upon demand, to be a breach by Executive of this Section 6 reimbursement from Employee, for any and of this Agreement. To the extent any of the provisions all expenses incurred in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is soughtconnection therewith, Executive agrees that the provision shall be reformed including without limitation, reasonable attorney’s fees and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtencosts actually incurred.

Remedies for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in In the event of a Executive’s breach or a threatened breach violation of, or failure to completely and timely perform any of the provisions or covenants of this Release or the Employment Agreement (except to the extent limited by Section 64(c) of this Release), which, if curable, remains uncured ten (10) days after the date of receipt of written notice thereof to Executive, the Company will be entitled Company’s obligation to seek an injunction restraining such breachperform any of its remaining obligations hereunder, including the obligation to continue any payment(s) under any provision of Section 1, above, shall immediately terminate; provided, however, that the Release set forth above in Section 4 and its subparts and all of Executive’s other covenants and obligations shall remain in full force and effect. In addition, in the event Executive breaches, or threatens to breach, any of a breach the provisions of this Section 6Release, the Company’s obligation Company shall have the right to pay any unpaid portion of have the Severance Payment or other benefits as set forth in Sections 5(a) and (d) provisions of this Agreement Release specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will be extinguished. Nothing contained herein will be construed as prohibiting cause irreparable injury to the Company from pursuing and that money damages will not provide the Company with an adequate remedy. Such rights and remedies shall be in addition to, and not in lieu of, any other remedy rights/remedies available to the Company for such breach under law or such threatened breachin equity. Executive has carefully read recognizes and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Informationremedy at law for breach of this Release would be inadequate, and they do not prevent Executive from working in further agrees that, for breach of such provisions, the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Company shall be in addition entitled to any other agreements injunctive relief and covenants to enforce its rights by an action for specific performance and shall be entitled to recover the Severance Payments previously paid to Executive may have agreed to under this Release (as liquidated damages) and, if it prevails, its reasonable attorneys’ fees incurred in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreementaction. To the extent that Executive does not make a required repayment to the Company pursuant to this Section 7 within thirty (30) calendar days following demand by the Company, or any shares of the Company’s common stock underlying any of the provisions Outstanding RSU Awards have been sold by Executive, the Company shall, subject to 409A, have the right to reduce, cancel or withhold against outstanding equity-based compensation, or require a substitute form of repayment, in this Section 6 are held each case to be overly broad or otherwise unenforceable at the time enforcement is soughtmaximum extent permitted under applicable law. Similarly, if Executive prevails in any such litigation, Executive agrees that the provision shall will be reformed entitled to an award of his reasonable attorneys’ fees and enforced to the greatest extent permissible by law. Executive further agrees that if expenses incurred in any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtensuch action.

Remedies for Breach. (i) Because Executive’s services are unique and because Executive acknowledges has access to the Company’s Confidential Information, the parties agree that any breach by Executive or threatened breach of this Section 6 would 8 will cause irreparable harm to the Company irreparable injury and damage for which monetary that money damages are inadequatealone would be an inadequate remedy. AccordinglyThe parties therefore agree that, in the event of a any breach or a threatened breach of this Section 68, and in addition to all other rights and remedies available to it under this Agreement or otherwise, and whether in equity or at law, the Company will may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief, without a bond, in order to enforce or prevent any violations of the provisions of this Section 8. (ii) Executive acknowledges and understands that, but for agreeing to be bound to the provisions of this Section 8, Executive would not be entitled to seek an injunction restraining such breachreceive the benefits and payments promised by Employer pursuant to Section 3, including all subparts thereto. Executive agrees that any breach of this Section 8 would constitute a material breach of this Agreement and subjects Executive to the forfeiture of all payments made pursuant to Section 3 of this Agreement, as well as the forfeiture of any of the Executive’s existing equity awards, as referenced in Section 3(d). Employer expressly reserves the right to pursue all other legal and equitable remedies available to it by virtue of any breach of this Section 8, including without limitation injunctive relief as provided in Section 8(e)(i) above. (iii) Executive acknowledges and agrees that the remedies provided for in this Section 8(e) are cumulative and not exclusive of any and other remedies available under this Agreement or otherwise, and whether in equity or at law. In additionthat regard, Executive acknowledges and agrees that, while the forfeiture of payments and benefits referenced in Section 8(e)(ii) is appropriate in the event of a breach of this Section 68, the Company’s obligation injunctive relief to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will prevent a continuing breach would still be extinguished. Nothing contained herein will be construed as prohibiting necessary to give the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenan adequate remedy.

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges and expressly agrees that the Restrictive Covenant and other restrictions and obligations contained herein are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the Restrictive Covenant and such other restrictions and obligations are reasonable and necessary for the protection of the legitimate business interests of Employer and the other Covered Entities, that they create no undue hardships, that any breach violation of these provisions would cause substantial injury to Employer and the other Covered Entities and their respective interests, that Employer would not have agreed to enter into this Agreement without receiving Executive’s agreement to be bound by these provisions and that such provisions were a material inducement to Employer to enter into this Agreement. Executive hereby acknowledges and agrees that during the Restrictive Period, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequateAgreement to any third party with whom Executive may seek or obtain future employment or other similar arrangement. Accordingly, in In the event Employer determines that Executive has violated any of a breach the restrictions contained in Sections 9, 10, or a threatened breach 12, Executive’s eligibility for and receipt of this Section 6any severance payments or benefits under Sections 6(b), the Company will be entitled to seek an injunction restraining such breach6(c) or 6(e) shall immediately terminate. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment Restrictive Covenant or the other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive obligations contained in this Section 6 shall be Agreement, Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to temporary, preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible Restrictive Covenant by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenExecutive.

Remedies for Breach. Executive acknowledges that In addition to the rights and remedies provided in Section 13, and without waiving the same if Employee breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (a) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Employee in connection with any such breach. In additionEmployee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (b) The right and remedy to require Employee to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event “Benefits”) derived or received, directly or indirectly, by Employee as a result of any transactions constituting a breach of any of the provisions of Section 6, Employee hereby agreeing to account for and pay over the Benefits to the Company. (c) The right to terminate Employee’s employment pursuant to Section 8(d). (d) Upon discovery by the Company of a breach or immediate and material threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Employee under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Informationright to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants relate to each state or jurisdiction being, for this purpose, severable into diverse and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenindependent covenants.

Remedies for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment Benefits, the Enhanced Severance Benefits, or other benefits as set forth in Sections 5(a) and (d) the Termination Notice Replacement Payments of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and Page 13 of NUMPAGES \* Arabic \* MERGEFORMAT 31 covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.

Remedies for Breach. Executive acknowledges Greenwood understands and agrees that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation by him of the Severance Payment or other benefits as set forth covenants contained in Sections 5(a) and (d) Paragraph 5 of this Agreement will be extinguisheddeemed a material breach of this Agreement and will cause irreparable injury to the Bank, and that it would be difficult to ascertain the amount of monetary damages that would result from any such violation. Nothing In the event of Greenwood's actual or threatened breach or violation of the covenants contained herein will in Paragraph 5, the Bank shall be construed as prohibiting entitled to bring a civil action seeking an injunction restraining Greenwood from violating or continuing to violate those covenants or from any threatened violation thereof, or for any other legal or equitable relief relating to the Company breach or violation of such covenant. Greenwood agrees that, if the Bank institutes any action or proceeding against Greenwood seeking to enforce any of such covenants or to recover other relief relating to an actual or threatened breach or violation of any of such covenants, Greenwood shall be deemed to have waived the claim or defense that the Bank has an adequate remedy at law and shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. However, the exercise by the Bank of any such right, remedy, power or privilege shall not preclude the Bank or its successors or assigns from pursuing any other remedy or exercising any other right, power or privilege available to the Company it for any such breach or such threatened breach. Executive has carefully read violation, whether at law or in equity, including the recovery of damages, all of which shall be cumulative and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection in addition to all other rights, remedies, powers or privileges of the interests of Bank. Notwithstanding anything contained herein to the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive contrary, Greenwood agrees that the restrictions provisions of Paragraph 5(a) above and the remedies provided in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements Paragraph 5(c) for a breach by Executive contained in this Section 6 Greenwood shall be in addition to any other agreements to, and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to supersede or to otherwise restrict, limit such other covenants and agreements, all of which shall continue to survive or impair the termination of this Agreement in accordance with their respective terms. A breach by Executive rights of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To Bank under the extent any Trade Secrets Protection Act contained in Article 24, Chapter 66 of the provisions in this Section 6 are held to be overly broad North Carolina General Statutes, or otherwise unenforceable at any other state or federal law or regulation dealing with or providing a remedy for the time enforcement is soughtwrongful disclosure, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion misuse or misappropriation of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentrade secrets or other proprietary or confidential information.

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges and expressly agrees that the covenants contained herein are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of the Covered Entities, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to the Covered Entities and its interests, that Employer would not have agreed to enter into this Agreement without receiving Executive’s agreement to be bound by these restrictions and that such restrictions were a material inducement to Employer to enter into this Agreement. Executive hereby acknowledges and agrees that during the Restrictive Period, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach Agreement to any third party with whom Executive may seek or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breachobtain future employment or other similar arrangement. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Agreement, Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible Restrictive Covenant by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenExecutive.

Remedies for Breach. Executive The Seller specifically acknowledges the necessity for this noncompetition covenant, given the nature of the Company's business. The parties agree that the remedy at law for any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s any obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of under this Agreement will be extinguishedinadequate and in addition to any other rights and remedies to which the Company might be entitled to hereunder, by law or in equity, the Company shall be entitled to injunctive relief or specific performance and (subject to the exception set forth below) reimbursement for all attorney's fees and other expenses incurred in connection with the enforcement hereof. Nothing contained herein will shall be construed as prohibiting the Company from pursuing any other remedy remedies available to the Company it for such breach or such threatened breach, including the recovery of damages from Seller. Executive has carefully read The foregoing remedies are exclusive of any remedies provided for in the Purchase Agreement and considered these restrictions and agrees no limitation of remedies contained in the Purchase Agreement (including the time during which they are fair and reasonable restrictions on Executive and are reasonably required for available) shall be construed to apply to or limit in any way the protection remedies available under this Agreement. Notwithstanding the foregoing, in the event that a court of competent jurisdiction hearing an action brought by the interests of Company against the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees Seller under this Agreement determines that the Seller did not violate the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive against competition contained in this Section 6 2 above, then the Seller shall be entitled to an award by the court of its costs and expenses, including reasonable attorney's fees, incurred in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary informationconnection with defending against said action; provided, confidentialityhowever, non-disclosure or other similar agreement and that this Section 6 the Seller shall not be deemed entitled to limit such other covenants reimbursement for said costs and agreements, all of which shall continue to survive expenses if it is the termination of this Agreement successful party in accordance with their respective terms. A breach said proceeding by Executive virtue of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees court finding that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 Agreement is illegal, invalid or unenforceable or by reason of any provisions in this Agreement being held to be unenforceableexcessively broad as to time, the remaining provisions of this Section 6 shall be enforced as writtenduration, geographical scope, activity or subject.

Remedies for Breach. Executive acknowledges that In addition to the rights and remedies provided in Section 14, and without waiving the same if Employee breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (a) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Employee in connection with any such breach. In additionEmployee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (b) The right and remedy to require Employee to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event "Benefits") derived or received, directly or indirectly, by Employee as a result of any transactions constituting a breach of any of the provisions of Section 6. Employee hereby agreeing to account for and pay over the Benefits to the Company. (c) The right to terminate Employee's employment pursuant to Section 8(c). (d) Upon discovery by the Company of a breach or immediate and material threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Employee under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Information's right to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants relate to each state or jurisdiction being, for this purpose, severable into diverse and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenindependent covenants.

Remedies for Breach. Executive acknowledges Greenwood understands and agrees that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation by him of the Severance Payment or other benefits as set forth covenants contained in Sections 5(a) and (d) Paragraph 5 of this Agreement will be extinguisheddeemed a material breach of this Agreement and will cause irreparable injury to the Bank, and that it would be difficult to ascertain the amount of monetary damages that would result from any such violation. Nothing In the event of Greenwood’s actual or threatened breach or violation of the covenants contained herein will in Paragraph 5, the Bank shall be construed as prohibiting entitled to bring a civil action seeking an injunction restraining Greenwood from violating or continuing to violate those covenants or from any threatened violation thereof, or for any other legal or equitable relief relating to the Company breach or violation of such covenant. Greenwood agrees that, if the Bank institutes any action or proceeding against Greenwood seeking to enforce any of such covenants or to recover other relief relating to an actual or threatened breach or violation of any of such covenants, Greenwood shall be deemed to have waived the claim or defense that the Bank has an adequate remedy at law and shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. However, the exercise by the Bank of any such right, remedy, power or privilege shall not preclude the Bank or its successors or assigns from pursuing any other remedy or exercising any other right, power or privilege available to the Company it for any such breach or such threatened breach. Executive has carefully read violation, whether at law or in equity, including the recovery of damages, all of which shall be cumulative and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection in addition to all other rights, remedies, powers or privileges of the interests of Bank. Notwithstanding anything contained herein to the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive contrary, Greenwood agrees that the restrictions provisions of Paragraph 5(a) above and the remedies provided in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements Paragraph 5(c) for a breach by Executive contained in this Section 6 Greenwood shall be in addition to any other agreements to, and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to supersede or to otherwise restrict, limit such other covenants and agreements, all of which shall continue to survive or impair the termination of this Agreement in accordance with their respective terms. A breach by Executive rights of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To Bank under the extent any Trade Secrets Protection Act contained in Article 24, Chapter 66 of the provisions in this Section 6 are held to be overly broad North Carolina General Statutes, or otherwise unenforceable at any other state or federal law or regulation dealing with or providing a remedy for the time enforcement is soughtwrongful disclosure, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion misuse or misappropriation of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentrade secrets or other proprietary or confidential information.

Remedies for Breach. Executive acknowledges I acknowledge that the covenants contained in this Agreement are independent covenants and that any breach failure by Executive ADK to perform any of its obligations under this Section 6 would cause the Company irreparable injury and damage Agreement will not be a defense to enforcement of any other covenant contained herein, including, but not limited to, an action for which monetary a temporary or permanent injunction. I also acknowledge that damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) by me of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing difficult if not impossible, to ascertain and it is therefore agreed that ADK, in addition to, and without limiting any other remedy available or right it may have under this Agreement or at law, will have the right to an injunction enjoining any such breach. I further agree to reimburse ADK for all costs and expenses, including reasonable attorney’s fees, incurred by ADK because of any breach of these provisions by me, but only in the Company for event that I willfully continue such breach or such threatened fail to cure the breach, following written notice thereof from ADK. Executive has I have carefully read considered the nature and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection extent of the interests restrictions set forth in this Agreement, and hereby acknowledge in agreement, in light of my position with ADK, that in light of the Company. Executive agrees not to circumvent information which I have regarding ADK, and the spirit nature of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the business of ADK, the restrictions in this Section 6 are reasonable in time and necessary territory, are designed to eliminate competition which would be unfair to ADK, are fully required to protect the CompanyADK’s Proprietary Informationlegitimate interest, and they do does not prevent Executive from working in confer a benefit upon ADK disproportionate to the medical device industrydetriment to me. Executive agrees In the event that I breach any of the covenants and agreements by Executive contained in this Section 6 shall be herein, then, in addition to any or other agreements rights or remedies which ADK may have, ADK will have the right to an accounting and covenants Executive repayment of all profits and other benefits directly realized a result of such breach, collect any damages caused by such breach in addition to those specifically listed herein, and to enforce any legal or equitable remedy (including injunctive relief) that they may have agreed against me in order to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed prevent further injury to limit such other covenants and agreements, all ADK as a result of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.such

Remedies for Breach. Executive acknowledges SAMPLE ONE: Remedies in Event of Breach of Restraint of Trade, Intellectual Property, Confidentiality, and/or Exclusivity Provisions The Employee hereby recognizes that any breach by Executive irreparable damage will result to the Employer, and to the business of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. AccordinglyEmployer, in the event of a breach or a threatened breach by Employee of this Section 6, any of the Company will be entitled to seek an injunction restraining such breachcovenants and assurances contained in paragraphs covering [name of paragraphs]. In additionAs such, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive assurances contained in this Section 6 paragraphs [paragraph numbers] the Employer shall be entitled to enjoin and restrain Employee from any continued violation of any term of said paragraphs. This equitable remedy shall be in addition to (and not supersede) any other agreements and covenants Executive action for damages Employer may have agreed to in for breach of any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination part of this Agreement agreement. Should either party lawfully terminate this agreement, this paragraph, as well as those set out above shall survive any such termination and remain in accordance with full force and effect until the expiration of their respective terms. A breach by Executive legal enforceability SAMPLE TWO: Restraint of Trade, Confidentiality, Necessity of Court Action In the terms event Employer feels it is appropriate to seek a court order to enforce either the confidentiality or restraint of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining trade provisions of this Section 6 shall agreement, the Employee expressly agrees that: it is appropriate for the court to grant injunctive relief and damages to the Employer; the court should provide Employer with the greatest protections possible through injunctive relief; in the event a court called upon to enforce this agreement determines that it should be enforced reformed, the Employee will join the Employer in asking the court to grant the Employer the greatest degree of protection available through the confidentiality and restraint of trade provisions of the agreement; and that the Employer should and will recover from you any and all actual legal fees, costs, and expenses it incurs in enforcing all or any part of the confidentiality and restraint of trade provisions of this agreement; and that the Employer should recover its legal fees, costs, and expenses even if the Court reforms this agreement and enforces the agreement as writtena reformed.

Remedies for Breach. Executive The Participant has reviewed the provisions of this Award Agreement with legal counsel, or has been given adequate opportunity to seek such ​ counsel, and the Participant acknowledges that the Restrictive Covenants contained herein are reasonable with respect to their duration and scope. The Participant further acknowledges that the restrictions contained in this Award Agreement are reasonable and necessary for the protection of the legitimate business interests of the Company, that they create no undue hardships, that any breach by Executive violation of this Section 6 these restrictions would cause substantial injury to the Company irreparable injury and damage for which monetary damages are inadequate. Accordinglyits interests, that the Company would not have agreed to enter into this Award Agreement, or otherwise allow the Participant an opportunity to participate in the event of Plan or any other equity incentive plan maintained by the Company, without receiving Participant’s agreement to be bound by the Restrictive Covenants and that such Restrictive Covenants were a breach material inducement to the Company to enter into this Award Agreement, or a threatened breach of this Section 6otherwise allow the Participant an opportunity to participate in the Plan or any other equity incentive plan maintained by the Company. During the Restrictive Period, the Company will be entitled shall have the right to communicate the existence and terms of this Award Agreement to any third party with whom the Participant may seek an injunction restraining such breachor obtain future employment or other similar arrangement. In addition, in the event of a breach any violation or threatened violation of the restrictions contained in this Section 6Award Agreement, the Company’s obligation , in addition to pay any unpaid portion of the Severance Payment or other benefits as set forth and not in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing limitation of, any other remedy rights, remedies or damages available to the Company under this Award Agreement or the Plan or otherwise at law or in equity, shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by the Participant and any and all persons directly or indirectly acting for or with him, as the case may be. If the Participant violated the Restrictive Covenant and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of time involved in obtaining such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection relief, be deprived of the interests benefit of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive full period of the terms of such other agreements and covenants Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that Restrictive Covenant by the provision shall be reformed and enforced to the greatest extent permissible by lawParticipant. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.​

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges and expressly agrees that the covenants contained herein are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of Employer, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to Employer and its interests, that Employer would not have agreed to enter into this Agreement without receiving Executive’s agreement to be bound by these restrictions and that such restrictions were a material inducement to Employer to enter into this Agreement. Executive hereby acknowledges and agrees that during the Restrictive Period, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach Agreement to any third party with whom Executive may seek or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breachobtain future employment or other similar arrangement. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Agreement, Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible Restrictive Covenant by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenExecutive.

Remedies for Breach. i. Because the Executive’s services are unique and because the Executive acknowledges has access to the Company’s and its Affiliates’ Confidential Information, the parties agree that any breach by Executive or threatened breach of this Section 6 would 11 shall cause irreparable harm to the Company irreparable injury and/or its Affiliates and damage for which monetary that money damages are inadequatealone would be an inadequate remedy. AccordinglyThe parties therefore agree that, in the event of a any breach or a threatened breach of this Section 611, and in addition to all other rights and remedies available to it under this Agreement or otherwise, and whether in equity or at law, the Company will and/or its Affiliates may apply for specific performance and/or injunctive or other relief, without a bond, in order to enforce or prevent any violations of the provisions of this Section 11. ii. The Executive acknowledges and understands that, but for agreeing to be bound to the provisions of this Section 11, the Executive would not be entitled to seek an injunction restraining such breachreceive the benefits and payments promised by the Company pursuant to Section 6, including all subparts thereto. The Executive agrees that any breach of this Section 11 would constitute a material breach of this Agreement and subjects the Executive to the forfeiture of all payments made pursuant to Section 6 of this Agreement. The Company expressly reserves the right to pursue all other legal and equitable remedies available to it by virtue of any breach of this Section 11, including without limitation injunctive relief as provided in Section 11(g)(i) above. iii. The Executive acknowledges and agrees that the remedies provided for in this Section 11(g) are cumulative and not exclusive of any and other remedies available under this Agreement or otherwise, and whether in equity or at law, including other remedies provided under agreements related to bonuses and equity and equity-based awards. In additionthat regard, the Executive acknowledges and agrees that, while the forfeiture of payments and benefits referenced in Section 11(g) is appropriate in the event of a breach of this Section 611, the Company’s obligation injunctive relief to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will prevent a continuing breach would still be extinguished. Nothing contained herein will be construed as prohibiting necessary to give the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenan adequate remedy.

Remedies for Breach. Executive acknowledges that In addition to the rights and remedies provided in Section 14, and without waiving the same if Employee breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Employee in connection with any such breach. In additionEmployee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Employee to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event "Benefits") derived or received, directly or indirectly. by Employee as a result of any transactions constituting a breach of any of the provisions of Section 6, Employee hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Employee's employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or immediate and material threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Employee under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the Company’s Proprietary Information, goodwill and they do not prevent Executive from working in other business interest of the medical device industryCompany and to enforce the covenant as reformed. Executive agrees that The parties hereto intend to and hereby confer jurisdiction to enforce the covenants and agreements by Executive contained in this Section 6 shall be in addition to upon the courts of any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure state or other similar agreement and that this Section 6 shall not be deemed to limit jurisdiction in which any alleged breach of any such other covenants and agreements, all covenant occurs. If the courts of which shall continue to survive the termination any of this Agreement in accordance with their respective terms. A breach by Executive of the terms one or more of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.states or

Remedies for Breach. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges and expressly agrees that the covenants contained herein are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of Employer, that they create no undue hardships, that any breach violation of these restrictions would cause substantial injury to Employer and its interests, that Employer would not have agreed to enter into this Agreement without receiving Executive's agreement to be bound by these restrictions and that such restrictions were a material inducement to Employer to enter into this Agreement. Executive hereby acknowledges and agrees that during the Restrictive Period, Employer shall have the right to communicate the existence and terms of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequateAgreement to any third party with whom Executive may seek or obtain future employment or other similar arrangement. Accordingly, in In the event Employer determines that Executive has violated any of a breach the restrictions contained in in Sections 9, 10, or a threatened breach 12, Executive's eligibility for and receipt of this any severance payments or benefits under Section 6, the Company will be entitled to seek an injunction restraining such breach6(b) shall immediately terminate. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation or threatened violation of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be Agreement, Employer, in addition to and not in limitation of, any other agreements rights, remedies or damages available to Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If Executive violates the Restrictive Covenant and Employer brings legal action for injunctive or other similar agreement and that this Section 6 relief, Employer shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at first violation of the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible Restrictive Covenant by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenExecutive.

Remedies for Breach. Executive acknowledges Bradx xxxpulates that any a breach by Executive him of any of the restrictive covenants set forth in Sections IV and V of this Section 6 would cause Agreement will diminish the value of the Company and the Consolidated Group and will cause irreparable and continuing injury to the Company and damage the Consolidated Group for which monetary damages are inadequatean adequate legal remedy will not exist. Accordingly, Bradx xxxpulates that if he breaches any restrictive covenant set forth in the event of a breach Section IV or a threatened breach V of this Section 6Agreement, the Company will not be obligated to pay to Bradx xxx remaining compensation specified in this Agreement and, without limiting or excluding any other available remedy, the Company and every other member of the Consolidated Group which is affected by the breach will be entitled to seek the following remedies: (a) the entry by a court having jurisdiction of an order granting specific performance or temporary injunctive relief, upon the posting of a bond of $1,500 and the filing with the court of an appropriate pleading and affidavit specifying each obligation breached by Bradx xxx adequate proof (as determined by the court) that Bradx xxx breached the covenants, but without proof of actual monetary damage; (b) if a court having jurisdiction determines for any reason that the Company or other member of the Consolidated Group is not entitled to an injunction restraining such breach. In additionor specific performance, in the event of a recovery from Bradx xx all consequential damages attributable to his breach of this Section 6the restrictive covenant and all profit, remuneration, or other consideration that Bradx xxxns from breaching the Company’s obligation to pay any unpaid portion restrictive covenant; and (c) reimbursement from Bradx xx all costs incurred by the Company and every other member of the Severance Payment Consolidated Group in enforcing the restrictive covenant or other benefits as set forth in Sections 5(a) and (d) otherwise defending or prosecuting any legal proceeding arising out of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the restrictive covenant if the Company from pursuing any other remedy available to is the prevailing party. The Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent exercise any of the provisions in this Section 6 are held to be overly broad foregoing remedies concurrently, independently, or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtensuccessively.

Remedies for Breach. Executive acknowledges You acknowledge and agree that any breach by Executive of this Section 6 would cause you have reviewed the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (d) provisions of this Agreement will be extinguishedwith legal counsel, or have been given adequate opportunity to seek such counsel, and you acknowledge that the covenants contained in Section 8(c) are reasonable with respect to their duration, geographical area and scope. Nothing You further acknowledge that the restrictions contained herein will be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read in this Section 8 are reasonable and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required necessary for the protection of the legitimate business interests of the Company. Executive agrees not to circumvent the spirit , that they create no undue hardships, that any violation of these restrictions by attempting would cause substantial injury to accomplish indirectly what Executive is otherwise restricted from doing directlythe Company and such interests, and that such restrictions were a material inducement to the Company to enter into this Agreement. Executive agrees that In the restrictions in this Section 6 are reasonable and necessary to protect event of any violation or threatened violation of these restrictions, the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to and not in limitation of, any other agreements rights, remedies or damages available to the Company under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and covenants Executive permanent injunctive relief to prevent or restrain any such violation by you and any and all persons directly or indirectly acting for or with him, as the case may have agreed to in any other employee proprietary information, confidentiality, non-disclosure be. If you violate the Restrictive Covenant and the Company brings legal action for injunctive or other similar agreement and that this Section 6 relief, the Company shall not be deemed to limit such other covenants and agreementsnot, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive as a result of the terms time involved in obtaining such relief, be deprived of such other agreements and covenants the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to be a breach have the duration specified herein computed from the date the relief is granted but reduced by Executive of this Section 6 the time between the period when the Restrictive Period began to run and of this Agreement. To the extent any date of the provisions first violation of the Restrictive Covenant by you. Notwithstanding anything contained in this Agreement to the contrary, in the event that your employment is terminated without Cause or you resign for Good Reason and the Company reasonably determines in good faith that you have violated any provision of Section 6 are held to be overly broad or otherwise unenforceable at 8, then the time enforcement is sought, Executive agrees that the provision Company shall be reformed entitled to discontinue any payments or benefits that would otherwise be provided to you under Section 7(a) or Section 7(c) and enforced you shall forfeit your rights to the greatest extent permissible by lawsame. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as written.Xx. Xxxxx X. Lammers

Remedies for Breach. Executive acknowledges Hall understands and agrees that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach violation by him of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, any covenant contained in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits as set forth in Sections 5(a) and (dParagraph 6(a) of this Agreement will would constitute a material breach of this Agreement and would cause irreparable damage and injury to the Bank for which the Bank would not have an adequate remedy at law in that it would be extinguisheddifficult to ascertain the amount of monetary damages which would result from any such breach or violation. Nothing In the event of Hall's actual or threatened breach or violation of any covenant contained herein will in Paragraph 6(a), Hall agrees the Bank shall be construed as prohibiting entitled to bring a civil action seeking a temporary restraining order and preliminary and permanent injunction restraining Hall from violating or continuing to violate any of these covenants or from threatening to violate any of them and seeking any other legal or equitable relief relating to the Company breach or violation of any of these covenants. Hall agrees if the Bank institutes any such civil action against Hall, Hall shall have waived any claim or defense that the Bank has an adequate remedy at law and shall not plead or contend in any such civil action any claim or defense that the Bank has adequate remedy at law. Moreover, the parties agree the exercise by the Bank of its right to seek in injunctive relief shall not preclude the Bank or its successors or assigns from pursuing any other remedy or exercising any other right, power or privilege EMPLOYMENT AGREEMENT Randall C. Hall available to it for any such breach or violation, whxxxxx xx xxx xx in equity, including the recovery of damages, all of which shall be cumulative and in addition to all other rights and remedies, available to the Company for such breach or such threatened breachBank. Executive has carefully read Further, Hall agrees the provisions of Paragraph 6(a) above and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions remedies provided in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 Paragraph 6(b) shall be in addition to any other agreements to, and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to supersede or to otherwise restrict, limit such other covenants and agreements, all of which shall continue to survive or impair the termination of this Agreement in accordance with their respective terms. A breach by Executive rights of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To Bank under the extent any Trade Secrets Protection Act contained in Article 24, Chapter 66 of the provisions in this Section 6 are held to be overly broad North Carolina General Statues, or otherwise unenforceable at the time enforcement is soughtrights of the Bank under any other state or federal law or regulation dealing with or providing a remedy for the wrongful disclosure, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion misuse or misappropriation of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentrade secrets or other proprietary or confidential information.

Remedies for Breach. a) Because Executive's services are unique and because Executive acknowledges has access to Centene Group's Confidential Information, the parties agree that any breach by Executive or threatened breach of this Section 6 Exhibit B will cause irreparable harm to Centene Group and that money damages alone would cause the Company irreparable injury and damage for which monetary damages are inadequatebe an inadequate remedy. AccordinglyThe parties therefore agree that, in the event of a any breach or a threatened breach of this Section 6Exhibit B, and in addition to all other rights and remedies available to it under the Company will Offer Letter Agreement or otherwise, and whether in equity or at law, Centene Group may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief, without a bond, in order to enforce or prevent any violations of the provisions of this Exhibit B. b) Executive acknowledges and understands that, but for agreeing to be bound to the provisions of this Exhibit B, Executive would not be entitled to seek an injunction restraining receive the benefits and payments promised by Centene Group contemplated by Paragraphs 4 (Initial Equity Compensation) and 5 (Ongoing Long-Term Compensation) of the Offer Letter Agreement, including all subparts thereto. Executive agrees that any material breach of this Exhibit B would constitute a material breach of the Offer Letter Agreement and subjects Executive to the forfeiture of all such payments. Employer expressly reserves the right to pursue all other legal and equitable remedies available to it by virtue of any breach of this Exhibit B, including without limitation injunctive relief as provided in Section 5(a) above. Executive shall not be in material breach of this Exhibit B unless and until he fails to cure (to the extent capable of being cured) any alleged material breach within twenty (20) days after the Centene Group provides Executive with written notice of such alleged material breach. During the Restricted Period, prior to becoming employed by, or providing services to, any person other than the Centene Group, Executive will provide advance written notice to Centene of his intention to provide such services. c) Executive acknowledges and agrees that the remedies provided for in this Section 5 are cumulative and not exclusive of any and other remedies available under the Offer Letter Agreement or otherwise, and whether in equity or at law. In additionthat regard, Executive acknowledges and agrees that, while the forfeiture of payments and benefits referenced in Section 5(b) is appropriate in the event of a breach of this Section 6Exhibit B, injunctive relief to prevent a continuing breach would still be necessary to give Centene Group an adequate remedy. d) Defense of Trade Secrets Act Notice to Executive. Notwithstanding the Company’s obligation foregoing, Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to pay any unpaid portion a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of the Severance Payment reporting or investigating a suspected violation of law; or (B) is made in a complaint or other benefits as set forth document filed in Sections 5(a) a lawsuit or other proceeding, if such filing is made under seal. In addition, if Executive files a lawsuit for retaliation by Centene Group for reporting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney and (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting use the Company from pursuing any other remedy available to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working trade secret information in the medical device industry. court proceeding if Executive agrees that files any document containing the covenants trade secret under seal and agreements by Executive contained in this Section 6 shall be in addition does not disclose the trade secret except pursuant to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtencourt order.

Remedies for Breach. (a) The Executive acknowledges and agrees that any monetary remedy, which the Company may have, for any breach or threatened breach by the Executive of any of the provisions of this Section 6 would cause Agreement will be inadequate. Therefore, in the event of the breach or threatened breach of any provision of this Agreement by the Executive, the Company irreparable injury shall be entitled to specific performance of the provisions hereof, and damage for which monetary or an ex parte, interlocutory and permanent injunction to enjoin and restrain such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity, including the Company’s right to recover from the Executive any and all damages are inadequate. Accordinglythat may be sustained as a result of the Executive’s breach or threatened breach of this Agreement. (b) The company agrees that the Executive has and will forego other good and valuable offers of employment, and that in the event of a breach or a threatened breach by the Company of any provision of this Section 6agreement that results in the wrongful termination or separation of the Executive from the Company, the Company will shall continue to pay the full amount of salaries and bonuses that would have accrued under this agreement. Such salary shall be entitled paid to seek an injunction restraining the Executive regardless of his employment status with any other entity or business concern, after his separation from the Company, and the Executive shall have no duty under the terms of this agreement to mitigate any such breach. In additiondamage, provided, however, any duty of the Company to pay to the Executive such post termination Salary shall extinguish in the event of that the Executive becomes employed by a breach of this Section 6, business entity in direct competition with the Company’s obligation . The company specifically agrees that any failure of the Company to timely pay to the Executive the salary reserved hereunder, or the failure to pay to the Executive any unpaid portion bonus due under this agreement, including the payment of such bonus in the same time and manner as other employees receiving bonus compensation, shall be construed and conclusively establish a constructive wrongful termination of the Severance Payment or other benefits as set forth Executive from the employment of the Company. (c) If it shall be judicially determined that Executive has violated any of Executive’s obligations under Section 14, then the period applicable to the obligation which has been violated shall automatically be extended by a period of time equal in Sections 5(alength to the period during which said violation(s) and occurred. (d) of this Agreement will be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any Any and all attorneys’ fees and other remedy available expenses incurred by either party to the Company for such breach or such threatened breach. Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants any action to enforce this Agreement shall be deemed to be a breach paid by Executive of this Section 6 and of this Agreement. To the extent any of the provisions non-prevailing party in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtensuch action.

Remedies for Breach. Executive acknowledges Xxxxx understands and agrees that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation by him of the Severance Payment or other benefits as set forth covenants contained in Sections Paragraph 5(a) and (d) of this Agreement will be extinguisheddeemed a material breach of this Agreement and will cause irreparable injury to the Bank, and that it would be difficult to ascertain the amount of monetary damages that would result from any such violation. Nothing In the event of Xxxxx’x actual or threatened breach or violation of the covenants contained herein will in Paragraph 5 (a), the Bank shall be construed as prohibiting entitled to bring a civil action seeking an injunction restraining Xxxxx from violating or continuing to violate those covenants or from any threatened violation thereof, or for any other legal or equitable relief relating to the Company breach or violation of such covenant. Xxxxx agrees that, if the Bank institutes any action or proceeding against Xxxxx seeking to enforce any of such covenants or to recover other relief relating to an actual or threatened breach or violation of any of such covenants, Xxxxx shall be deemed to have waived the claim or defense that the Bank has an adequate remedy at law and shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. However, the exercise by the Bank of any such right, remedy, power or privilege shall not preclude the Bank or its successors or assigns from pursuing any other remedy or exercising any other right, power or privilege available to the Company it for any such breach or such threatened breach. Executive has carefully read violation, whether at law or in equity, including the recovery of damages, all of which shall be cumulative and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection in addition to all other rights, remedies, powers or privileges of the interests of Bank. Notwithstanding anything contained herein to the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive contrary, Xxxxx agrees that the restrictions provisions of Paragraph 5(a) above and the remedies provided in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements Paragraph 5(b) for a breach by Executive contained in this Section 6 Xxxxx shall be in addition to any other agreements to, and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to supersede or to otherwise restrict, limit such other covenants and agreements, all of which shall continue to survive or impair the termination of this Agreement in accordance with their respective terms. A breach by Executive rights of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To Bank under the extent any Trade Secrets Protection Act contained in Article 24, Chapter 66 of the provisions in this Section 6 are held to be overly broad North Carolina General Statutes, or otherwise unenforceable at any other state or federal law or regulation dealing with or providing a remedy for the time enforcement is soughtwrongful disclosure, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion misuse or misappropriation of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentrade secrets or other proprietary or confidential information.

Remedies for Breach. Executive acknowledges Xxxxx understands and agrees that any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this Section 6, the Company will be entitled to seek an injunction restraining such breach. In addition, in the event of a breach of this Section 6, the Company’s obligation to pay any unpaid portion violation by him of the Severance Payment or other benefits as set forth covenants contained in Sections Paragraph 5(a) and (d) of this Agreement will be extinguisheddeemed a material breach of this Agreement and will cause irreparable injury to the Bank, and that it would be difficult to ascertain the amount of monetary damages that would result from any such violation. Nothing In the event of Sudyk’s actual or threatened breach or violation of the covenants contained herein will in Paragraph 5(a), the Bank shall be construed as prohibiting entitled to bring a civil action seeking an injunction restraining Xxxxx from violating or continuing to violate those covenants or from any threatened violation thereof, or for any other legal or equitable relief relating to the Company breach or violation of such covenant. Xxxxx agrees that, if the Bank institutes any action or proceeding against Xxxxx seeking to enforce any of such covenants or to recover other relief relating to an actual or threatened breach or violation of any of such covenants, Xxxxx shall be deemed to have waived the claim or defense that the Bank has an adequate remedy at law and shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. However, the exercise by the Bank of any such right, remedy, power or privilege shall not preclude the Bank or its successors or assigns from pursuing any other remedy or exercising any other right, power or privilege available to the Company it for any such breach or such threatened breach. Executive has carefully read violation, whether at law or in equity, including the recovery of damages, all of which shall be cumulative and considered these restrictions and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection in addition to all other rights, remedies, powers or privileges of the interests of Bank. Notwithstanding anything contained herein to the Company. Executive agrees not to circumvent the spirit of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive contrary, Xxxxx agrees that the restrictions provisions of Paragraph 5(a) above and the remedies provided in this Section 6 are reasonable and necessary to protect the Company’s Proprietary Information, and they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants and agreements Paragraph 5(c) for a breach by Executive contained in this Section 6 Xxxxx shall be in addition to any other agreements to, and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to supersede or to otherwise restrict, limit such other covenants and agreements, all of which shall continue to survive or impair the termination of this Agreement in accordance with their respective terms. A breach by Executive rights of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To Bank under the extent any Trade Secrets Protection Act contained in Article 24, Chapter 66 of the provisions in this Section 6 are held to be overly broad North Carolina General Statutes, or otherwise unenforceable at any other state or federal law or regulation dealing with or providing a remedy for the time enforcement is soughtwrongful disclosure, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion misuse or misappropriation of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtentrade secrets or other proprietary or confidential information.

Remedies for Breach. In addition to the rights and remedies --------------------- provided in SECTION 16, and without waiving the same, if Executive acknowledges that breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (i) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Executive in connection with any such breach. In additionExecutive specifically acknowledges and agrees that any breach or threatened breach of the provisions of SECTION 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company, and accordingly the Company shall have the right to injunctive relief in connection with any such breach or threatened breach. Any injunction arising from the event exercise of such equity jurisdiction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (hereinafter collectively the "Benefits") derived or received, directly or indirectly, by Executive as a result of any transactions constituting a breach of any of the provisions of SECTION 6, Executive hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Executive's employment pursuant to SECTION 8(C). (iv) Upon discovery by the Company of a breach or threatened breach of this Section SECTION 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Executive under Section 4, pending a resolution of the Severance Payment dispute. If any covenant contained in SECTION 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in SECTION 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Information, and they do not prevent Executive from working 's right to the relief provided above in the medical device industrycourts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, the above covenants as they relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants. Executive agrees If any court determines that such covenants are unenforceable, the covenants and agreements by Executive contained in this Section 6 Company shall be in addition to any other agreements relieved of all obligations under this Agreement and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed entitled to limit such other covenants and agreements, all of any payments which shall continue are suspended pursuant to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenSECTION 7(IV).

Remedies for Breach. Executive acknowledges that In addition to the rights and remedies provided in Section 14, and without waiving the same if Employee breaches, or threatens to breach, any breach by Executive of this Section 6 would cause the Company irreparable injury and damage for which monetary damages are inadequate. Accordingly, in the event provisions of a breach or a threatened breach of this Section 6, the Company will shall have the following rights and remedies, in addition to any others, each of which shall be entitled independent of the other and severally enforceable: (a) The right and remedy to seek have such provisions specifically enforced by any court having equity jurisdiction together with an injunction restraining accounting for any benefit or gain by Employee in connection with any such breach. In additionEmployee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (b) The right and remedy to require Employee to account for and pay over to the Company all compensation, in profits, monies, accruals, increments or other benefits (hereinafter collectively the event “Benefits”) derived or received, directly or indirectly, by Employee as a result of any transactions constituting a breach of any of the provisions of Section 6, Employee hereby agreeing to account for and pay over the Benefits to the Company. (c) The right to terminate Employee’s employment pursuant to Section 8(c). (d) Upon discovery by the Company of a breach or immediate and material threatened breach of this Section 6, the Company’s obligation right to pay any unpaid portion immediately suspend payments to Employee under Section 8, pending a resolution of the Severance Payment dispute. If any covenant contained in Section 6 or other benefits as set forth in Sections 5(a) and (d) any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of this Agreement will the covenant or covenants contained therein, which shall be extinguished. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedy available given full effect, without regard to the Company for such breach or such threatened breach. Executive has carefully read invalid portions, and considered these restrictions any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and agrees they are fair and reasonable restrictions on Executive and are reasonably required for the protection scope of the interests of the Company. Executive agrees not activity to circumvent the spirit of these restrictions by attempting be restrained to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive agrees that the restrictions in this Section 6 are be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s Proprietary Informationright to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they do not prevent Executive from working in the medical device industry. Executive agrees that the covenants relate to each state or jurisdiction being, for this purpose, severable into diverse and agreements by Executive contained in this Section 6 shall be in addition to any other agreements and covenants Executive may have agreed to in any other employee proprietary information, confidentiality, non-disclosure or other similar agreement and that this Section 6 shall not be deemed to limit such other covenants and agreements, all of which shall continue to survive the termination of this Agreement in accordance with their respective terms. A breach by Executive of the terms of such other agreements and covenants shall be deemed to be a breach by Executive of this Section 6 and of this Agreement. To the extent any of the provisions in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced as writtenindependent covenants.