Common use of Rights and Remedies Upon Breach Clause in Contracts

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. (b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if If the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof8 hereof (collectively, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities“Restrictive Covenants”), the Employer shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (includingi) The Executive recognizes and agrees that the violation of the Restrictive Covenants may not be reasonably or adequately compensated in damages and that, in addition to any other relief to which the Employer may be entitled by reason of such violation, it shall also be entitled to permanent and temporary injunctive and equitable relief and, pending determination of any dispute with respect to such violation, no bond or security shall be required in connection therewith. Without limiting the generality of the foregoing, the Executive specifically acknowledges that showing by the Employer of any breach of any provision of any Restrictive Covenant shall constitute, for the purposes of all judicial determinations of the issue of injunctive relief, conclusive proof of all of the elements necessary to entitle the Employer to interim and permanent injunctive relief against the Executive with respect to such breach. If any dispute arises with respect to this Section 8, without limitationlimiting in any way any other rights or remedies to which the Employer may be entitled, the recovery Executive agrees that the Restrictive Covenants shall be enforceable by a decree of damages), specific performance. (ii) The Employer shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against require the Executive of restraining orders to account for and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. (b) In addition pay over to the remedies the Company may seek and obtain pursuant to this Section 6.2Employer all compensation, the Restricted Period shall be extended profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by any and all periods during which the Executive shall be found by as the result of any transactions constituting a court possessing personal jurisdiction over him to have been in violation breach of any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. (c) The and the Executive agrees that the provisions of Section 6.1 of this Agreement shall account for and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense pay overall such Benefits to the enforcement of the Restrictive CovenantsEmployer.

Rights and Remedies Upon Breach. (a) The If the Executive acknowledges and agrees that any breach by him of Employee breaches any of the provisions of Section 6.1 or any subparts thereof 8 (individually or collectively the “"Restrictive Covenants”) would result in irreparable injury "), Glasstech shall have the following rights and damage for remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any rights and remedies shall be independent of the provisions other and severally enforceable, and all of Section 6.1 or any subpart thereof, the Company which rights and its subsidiaries (or any other entity directly or indirectly controlled by such entities), remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Glasstech under law or in equity equity: (including, without limitation, the recovery of damages), shall have the a) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, jurisdiction over the parties to this Employment Agreement; and (b) The right to an entry against the Executive of restraining orders and and/or injunctions (preliminary, mandatory, temporary and permanent) against the Executive Employee against violations, threatened or actual, and whether or not then continuing, of such covenants. (b) In addition , it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the remedies the Company may seek Glasstech and obtain pursuant that money damages will not provide an adequate remedy to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.Glasstech; and (c) The right and remedy to require the Executive agrees that the provisions of Section 6.1 of this Agreement Employee to account for and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforcedpay over to Glasstech all compensation, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance profits, monies, accruals, increments or other equitable reliefbenefits (collectively, he will not assert "Benefits") derived or contend that any of received by him as the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence result of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transactions constituting a defense to the enforcement breach of the Restrictive Covenants, and the Executive Employee shall account for and pay over such Benefits to Glasstech. Glasstech may set off any amounts due to Glasstech under this Section 9 against any amounts owed to the Executive Employee.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 6 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenant, the Company shall have the following rights and its subsidiaries remedies (or in accordance with applicable law and upon compliance with any other entity directly or indirectly controlled necessary prerequisites imposed by law upon the availability of such entitiesremedies), each of which rights an remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy ): (a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; (b) to require Executive to forfeit his right to receive the balance of any compensation due him which is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or paid time off); and In addition to addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company may seek files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, (ii) the Restricted Period shall be extended by any and all periods during which Company obtains preliminary injunctive relief enjoining the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of from breaching any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. or a court of competent jurisdiction issues a final judgment (cnot subject to appeal, which shall include any order or judgment that finally disposes of the action) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in has breached any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 5.3(b) and (c) above and the Company will have no obligation to pay any of the amounts that remain payable by the Company under Sections 5.3(b) and (c). If, however, a court of competent jurisdiction either denies the Company’s motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the Executive pursuant to Sections 5.3(b) and (c).

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of If EMPLOYEE breaches any of the provisions of Section 6.1 Articles IX or any subparts thereof X above (individually or collectively the “"Restrictive Covenants”) would result "), the EMPLOYER and its subsidiaries, affiliates, successors or assigns shall have the rights and remedies set forth below in irreparable injury and damage for this Article XI, each of which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any shall be independent of the provisions others and severally enforceable, and each of Section 6.1 or any subpart thereof, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), which shall be in addition to, and not in lieu of, any other rights and or remedies available to the Company and EMPLOYER or its subsidiaries (subsidiaries, affiliates, successors or any other entity directly or indirectly controlled by such entities) under assigns at law or in equity (including, without limitation, the recovery of damages), shall have the equity. 11.01 The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdictionof competent jurisdiction by injunctive decree or otherwise, includingit being agreed that any breach of the Restrictive Covenants would cause irreparable injury to the EMPLOYER or its subsidiaries, without limitationaffiliates, successors or assigns and that money damages would not provide an adequate remedy to the right to an entry against the Executive of restraining orders and injunctions (preliminaryEMPLOYER or its subsidiaries, mandatoryaffiliates, temporary and permanent) against violations, threatened successors or actual, and whether or not then continuing, of such covenantsassigns. (b) In addition to 11.02 EMPLOYEE acknowledges and agrees that the remedies the Company may seek Restrictive Covenants are reasonable and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by valid in geographic and temporal scope and in all other respects. If any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants contained in this Section 6, as applicableshall not thereby be affected and shall be given full force and effect without regard to the invalid portions. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in 11.03 If any action seeking specific performance or other equitable relief, he will not assert or contend court determines that any of the provisions Restrictive Covenants, or any part thereof, is unenforceable because of this Section 6 are unreasonable the duration or otherwise unenforceable scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as drafted. The existence the case may be (it being the intent of the parties that any such reduction be limited to the minimum extent necessary to render such provision enforceable), and, in its reduced form, such provision shall then be enforceable. 11.04 EMPLOYEE intends to and hereby confers jurisdiction to enforce the Restrictive Covenants upon the courts of any claim jurisdiction within the geographic scope of such covenants. If the courts of any one or cause more of action such jurisdictions hold the Restrictive Covenants unenforceable by reason of the Executive, whether predicated on this Agreement breadth of such scope or otherwise, shall it is the intention of EMPLOYEE that such determination not constitute a defense bar or in any way affect the right of the EMPLOYER or its subsidiaries, affiliates, successors or assigns to the enforcement relief provided herein in the courts of any other jurisdiction within the Restrictive Covenantsgeographic scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Sections 8 or 9 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, limitation the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive during the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation period of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Section 10(B) against any amounts owed to Executive under Sections 4 or 7.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of Paragraph 9 or 10 of this Agreement (the provisions of Section 6.1 or any subparts thereof (individually or collectively the “"Restrictive Covenants”") would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney's fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violations, threatened or actual, and whether or not then continuing, continuing of such covenants., it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 11(B) against any amounts owed to Executive under Paragraph 4, 5 or 8.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 7 or 8 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 9(B) against any amounts owed to Executive under Paragraph 4 or 6.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof hereof (individually or collectively the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereof6. 1 hereof, the Company shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the ): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. (bii) In addition The right and remedy to require the Executive to account for and pay over to the remedies Company all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by him as the Company may seek result of any transactions constituting a breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction account for and pay over him such Benefits to have been in violation of any of the Restrictive Covenants contained in this Section 6Company and, as if applicable, its affected subsidiaries and/or affiliates. (cb) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as draftedunenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 6 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach ofof any Restrictive Covenant, IntraLinks shall have the following rights and remedies (in accordance with applicable law and upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights an remedies shall be independent of the provisions other and severally enforceable, and all of Section 6.1 or any subpart thereof, the Company which right and its subsidiaries (or any other entity directly or indirectly controlled by such entities), remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) IntraLinks under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to ): (a) To have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; (b) In addition To require Executive to forfeit his right to receive the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation balance of any compensation due him which is not yet earned and accrued or vested under this Agreement (whether it be in the form of the Restrictive Covenants contained in this Section 6Annual Salary, as applicable.expenses or vacation); and (c) The To require Executive agrees that the provisions of Section 6.1 of this Agreement to account for and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforcedpay over to IntraLinks all compensation, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance profits, monies, accruals, increments or other equitable reliefbenefits (collectively, he will not assert “Profits”) derived or contend that any of received by him as the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence result of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transactions constituting a defense to the enforcement breach of the Restrictive Covenants, and Executive shall account for and pay over the Profits to IntraLinks.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 If Parent or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 6.1 or any subpart thereof, 6.07 (the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities"Restrictive Covenants"), Buyer shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable and shall not be affected by the provisions of Section 11.02, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Buyer under law or in equity equity: (including, without limitation, the recovery of damages), shall have i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive Parent or Seller of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants., it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Buyer and its affiliates and that money damages (notwithstanding any allocation of purchase price to such covenants) will not provide adequate remedy to Buyer and its affiliates; and (bii) In addition the right and remedy to require Parent or Seller to account for and pay over to Buyer all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by such person as the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by result of any and all periods during which the Executive shall be found by transactions constituting a court possessing personal jurisdiction over him to have been in violation breach of any of the Restrictive Covenants contained in this Section 6Covenants, as applicableand such person shall account for and pay over such Benefits to Buyer. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 9 or 10 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violations, threatened or actual, and whether or not then continuing, continuing of such covenants., it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 11(B) against any amounts owed to Executive under Paragraph 4, 5 or 8.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 9 or 10 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violations, threatened or actual, and whether or not then continuing, continuing of such covenants., it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 11(B) against any amounts owed to Executive under Paragraph 4, 5 or 8.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 6 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenant, the Company shall have the following rights and its subsidiaries remedies (or in accordance with applicable law and upon compliance with any other entity directly or indirectly controlled necessary prerequisites imposed by law upon the availability of such entitiesremedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy ): (a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. ; (b) to require Executive to forfeit his right to receive the balance of any compensation due him that is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or other benefits); and In addition to addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company may seek files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, (ii) the Restricted Period shall be extended by any and all periods during which Company obtains preliminary injunctive relief enjoining the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of from breaching any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. or a court of competent jurisdiction issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has breached any of the Restrictive 6 Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 5.3(b) and (c) The Executive agrees above and the Company will have no obligation to pay any of the amounts that remain payable by the provisions Company under Sections 5.3(b) and (c). If, however, a court of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of competent jurisdiction either denies the Company’s legitimate business interests and if enforcedmotion, will request or application for preliminary injunctive relief or issues a final judgment (not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees subject to appeal, which shall include any order or judgment that in any action seeking specific performance or other equitable relief, he will not assert or contend that any finally disposes of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of action) that the Executive has not breached any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the Executive pursuant to Sections 5.3(b) and (c).

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof hereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofhereof, the Company shall have the ability to seek the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the ): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. (bii) In addition The right and remedy to require Executive to account for and pay over to the remedies Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any transactions constituting a breach of the Restrictive Covenants contained in this Section 6Covenants, as and Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected subsidiaries and/or affiliates. (cb) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as draftedunenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Sections 7 or 8 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and reasonable and documented attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, limitation the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive from the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by Employer or in connection with any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any such breach of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that during the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence period of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Section 9(B) against any amounts owed to Executive under Sections 3 or 6.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 9 or 10 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 11(B) against any amounts owed to Executive under Paragraph 4, 5 or 8.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage harm for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof6.1, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities)affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) affiliates under law or in equity (including, without limitation, the recovery of damages), shall have the ): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; and (bii) In addition The right and remedy to require the Executive to account for and pay over to the remedies Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the Company may seek proximate result of any actions constituting a breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction account for and pay over him such Benefits to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company endand, if applicable, its affected affiliates. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are facially unreasonable or otherwise unenforceable as draftedfacially unenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense limit the Company’s right to the enforcement of enforce the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Sections 8 or 9 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and reasonable and documented attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if If the Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require the Executive to account for and pay over to the remedies the Company may seek and obtain pursuant to this Section 6.2Employer all compensation, the Restricted Period shall be extended profits, monies, accruals, increments or other benefits derived or received by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been from the Employer or in violation of connection with any such breach of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that during the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence period of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Section 10(B) against any amounts owed to the Executive under Sections 4 or 7.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 10 or 11 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 12(B) against any amounts owed to Executive under Paragraph 5, 6 or 9.

Rights and Remedies Upon Breach. (a) The If the Executive acknowledges and agrees that any breach by him of Employee breaches any of the provisions of Section 6.1 or any subparts thereof 8 (individually or collectively the “"Restrictive Covenants”) would result in irreparable injury "), Glasstech shall have the following rights and damage for remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any rights and remedies shall be independent of the provisions other and severally enforceable, and all of Section 6.1 or any subpart thereof, the Company which rights and its subsidiaries (or any other entity directly or indirectly controlled by such entities), remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Glasstech under law or in equity equity: (including, without limitation, the recovery of damages), shall have the a) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, jurisdiction over the parties to this Employment Agreement; and (b) The right to an entry against the Executive of restraining orders and and/or injunctions (preliminary, mandatory, temporary and permanent) against the Executive Employee against violations, threatened or actual, and whether or not then continuing, of such covenants. (b) In addition , it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the remedies the Company may seek Glasstech and obtain pursuant that money damages will not provide an adequate remedy to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable.Glasstech; and (c) The right and remedy to require the Executive agrees that the provisions of Section 6.1 of this Agreement Employee to account for and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforcedpay over to Glasstech all compensation, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance profits, monies, accruals, increments or other equitable reliefbenefits (collectively, he will not assert "Benefits") derived or contend that any of received by her as the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence result of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transactions constituting a defense to the enforcement breach of the Restrictive Covenants, and the Executive Employee shall account for and pay over such Benefits to Glasstech. Glasstech may set off any amounts due to Glasstech under this Section 9 against any amounts owed to the Executive Employee.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof hereof (individually or collectively the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereof6. 1 hereof, the Company shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition toto , and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the ): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. (bii) In addition The right and remedy to require the Executive to account for and pay over to the remedies Company all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by him as the Company may seek result of any transactions constituting a breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction account for and pay over him such Benefits to have been in violation of any of the Restrictive Covenants contained in this Section 6Company and, as if applicable, its affected subsidiaries and/or affiliates. (cb) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as draftedunenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 7 or 8 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 9 (B) against any amounts owed to Executive under Paragraph 4 or 6.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section § 6.1 or any subparts thereof hereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section § 6.1 or any subpart thereofhereof, the Company shall have the ability to seek the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the ): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (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 (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected subsidiaries and/or affiliates. (b) In addition to the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section § 6 are unreasonable or otherwise unenforceable as draftedunenforceable. The Other than a material breach of this Agreement, the existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 7 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenant, the Company shall have the following rights and its subsidiaries remedies (or in accordance with applicable law and upon compliance with any other entity directly or indirectly controlled necessary prerequisites imposed by law upon the availability of such entitiesremedies), each of which rights an remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy ): (a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; (b) to require Executive to forfeit his right to receive the balance of any compensation due him which is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or paid time off); and In addition to addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company may seek files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, (ii) the Restricted Period shall be extended by any and all periods during which Company obtains preliminary injunctive relief enjoining the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of from breaching any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. or a court of competent jurisdiction issues a final judgment (cnot subject to appeal, which shall include any order or judgment that finally disposes of the action) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in has breached any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 6.3(b) and (c) above and the Company will have no obligation to pay any of the amounts that remain payable by the Company under Sections 6.3(b) and (c). If, however, a court of competent jurisdiction either denies the Company’s motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the Executive pursuant to Sections 6.3(b) and (c).

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Sections 8 or 9 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and reasonable and documented attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive from the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by Employer or in connection with any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of any such breach of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that during the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence period of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Section 10(B) against any amounts owed to Executive under Sections 4 or 7.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive If a Restricted Person breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, 9.4(a) (the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities"Restrictive Covenants"), Buyer shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Buyer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damagesbond) by any court having equity jurisdiction, including, without limitation, including the right to an entry against the Executive Restricted Person of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that the Restricted Person has, and has had, access to Confidential Seller Information and Work Product and that any breach or threatened breach of the Restrictive Covenants will cause irreparable injury to Buyer and that money damages will not provide an adequate remedy to Buyer. (bii) The right and remedy to require the Restricted Person to account for and pay over to Buyer all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by it as the result of any transactions constituting a breach of the Restrictive Covenants, and the Restricted Person shall account for and pay over such Benefits to Buyer. (iii) In addition to the remedies event of an alleged breach or violation by the Company may seek and obtain pursuant to this Restricted Person of Section 6.29.4(a), the Restricted Period shall be extended by any and all periods tolled during which the Executive shall be found by a court possessing personal jurisdiction over him to have period of such breach until such breach or violation has been in violation of any of the Restrictive Covenants contained in this Section 6, as applicableduly cured. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 6 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenant, the Company shall have the following rights and its subsidiaries remedies (or in accordance with applicable law and upon compliance with any other entity directly or indirectly controlled necessary prerequisites imposed by law upon the availability of such entitiesremedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy ): (a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; (b) to require Executive to forfeit his right to receive the balance of any compensation due him that is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or other benefits); and In addition to addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company may seek files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, (ii) the Restricted Period shall be extended by any and all periods during which Company obtains preliminary injunctive relief enjoining the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of from breaching any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. or a court of competent jurisdiction issues a final judgment (cnot subject to appeal, which shall include any order or judgment that finally disposes of the action) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in has breached any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 5.3(b) and (c) above and the Company will have no obligation to pay any of the amounts that remain payable by the Company under Sections 5.3(b) and (c). If, however, a court of competent jurisdiction either denies the Company’s motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the Executive pursuant to Sections 5.3(b) and (c).

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “"Restrictive Covenants”") would result in irreparable injury and damage harm for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof6.1, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities)affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) affiliates under law or in equity (including, without limitation, the recovery of damages), shall have the ): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; and (bii) In addition The right and remedy to require the Executive to account for and pay over to the remedies Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by him as the Company may seek proximate result of any actions constituting a breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction account for and pay over him such Benefits to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company endand, if applicable, its affected affiliates. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as draftedunenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense limit the Company's right to the enforcement of enforce the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of If the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Shareholder breaches, or threatens to commit a breach of, any of the provisions of this Section 6.1 or any subpart thereof7.1 (the "Restrictive Covenants"), the Company Acquiror and its subsidiaries the Surviving Corporation shall have the following rights and remedies (or upon compliance with any other entity directly or indirectly controlled necessary prerequisites imposed by law upon the availability of such entitiesremedies), each of which rights and remedies shall be independent of the other and severally enforceable and shall not be affected by the provisions of Article VI, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Acquiror and its subsidiaries (or any other entity directly or indirectly controlled by such entities) the Surviving Corporation under law or in equity equity: (including, without limitation, the recovery of damages), shall have the i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damagesany bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive Shareholder of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Acquiror or the Surviving Corporation and that money damages will not provide adequate remedy to the Acquiror or the Surviving Corporation. (bii) In addition The right and remedy to require the remedies Shareholder to account for and pay over to Acquiror all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by such person the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by result of any and all periods during which the Executive shall be found by transactions constituting a court possessing personal jurisdiction over him to have been in violation breach of any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary such person shall account for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense pay over such Benefits to the enforcement of Acquiror or the Restrictive CovenantsSurviving Corporation.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 6 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenant, the Company shall have the following rights and its subsidiaries remedies (or in accordance with applicable law and upon compliance with any other entity directly or indirectly controlled necessary prerequisites imposed by law upon the availability of such entitiesremedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy ): (a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; (b) to require Executive to forfeit his right to receive the balance of any compensation due to him that is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or other benefits); and In addition to addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company may seek files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, (ii) the Restricted Period shall be extended by any and all periods during which Company obtains preliminary injunctive relief enjoining the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of from breaching any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. or a court of competent jurisdiction issues a final judgment (cnot subject to appeal, which shall include any order or judgment that finally disposes of the action) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in has breached any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 5.3(b) and (c) above and the Company will have no obligation to pay any of the amounts that remain payable by the Company under Sections 5.3(b) and (c). If, however, a court of competent jurisdiction either denies the Company’s motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the Executive pursuant to Sections 5.3(b) and (c).

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of If the provisions of Section 6.1 or any subparts thereof (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Covered Person breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof, 5.6 (a) (the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities"Restrictive Covenants"), Buyer shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Buyer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damagesbond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive Covered Person of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then CONFORMED COPY continuing, of such covenants, it being acknowledged and agreed that Covered Person's services are unique and that the Covered Person has, and has had, access to confidential Company Information and Work Product and that any breach or threatened breach of the Restrictive Covenants will cause irreparable injury to Buyer and that money damages will not provide an adequate remedy to Buyer. (bii) The right and remedy to require the Covered Person to account for and pay over to Buyer all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Covered Person shall account for and pay over such Benefits to Buyer. (iii) In addition to the remedies event of an alleged breach or violation by the Company may seek and obtain pursuant to this Covered Person of Section 6.25.6(a), the Restricted Period shall be extended by any and all periods tolled during which the Executive shall be found by a court possessing personal jurisdiction over him to have period of such breach until such breach or violation has been in violation of any of the Restrictive Covenants contained in this Section 6, as applicableduly cured. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 or any subparts thereof (individually or collectively the “"Restrictive Covenants”") would result in irreparable injury and damage harm for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 or any subpart thereof6.1, the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities)affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) affiliates under law or in equity (including, without limitation, the recovery of damages), shall have the ): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; and (bii) In addition The right and remedy to require the Executive to account for and pay over to the remedies Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by him as the Company may seek proximate result of any actions constituting a breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction account for and pay over him such Benefits to have been in violation of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company endand, if applicable, its affected affiliates. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are facially unreasonable or otherwise unenforceable as draftedfacially unenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense limit the Company's right to the enforcement of enforce the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 10 or 11 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity; (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 12(B) against any amounts owed to Executive under Paragraph 5, 6 or 9.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him a violation of any provision of the provisions Paragraph 9 or 10 of Section 6.1 or any subparts thereof this Agreement (individually or collectively the “Restrictive Covenants”) would result shall cause irreparable harm to the Employer, and the Employer shall be entitled to specific performance of this Agreement or an injunction without proof of special damages, together with costs and attorney’s fees incurred by the Employer in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if the If Executive breaches, or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenants, the Company Employer shall have the following rights and its subsidiaries (or any remedies, each of which rights and remedies shall be independent of the other entity directly or indirectly controlled by such entities)and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) Employer under law or in equity equity: (including, without limitation, the recovery of damages), shall have the A) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, of competent jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), without proof of special damages, against violationsviolations of such covenants, threatened or actual, and whether or not then continuing, of it being acknowledged and agreed that any such covenants.breach or threatened breach will cause irreparable injury to the Employer and that money damages will not provide an adequate remedy to the Employer; and (bB) In addition The right and remedy to require Executive to account for and pay over to the remedies Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation result of any of the Restrictive Covenants contained in this Section 6, as applicable. (c) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transaction constituting a defense to the enforcement breach of the Restrictive Covenants. The Employer may set off any amounts due it under this Paragraph 11 (B) against any amounts owed to Executive under Paragraph 4, 5 or 8.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 7 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach ofof any Restrictive Covenant, IntraLinks shall have the following rights and remedies (in accordance with applicable law and upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights an remedies shall be independent of the provisions other and severally enforceable, and all of Section 6.1 or any subpart thereof, the Company which right and its subsidiaries (or any other entity directly or indirectly controlled by such entities), remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) IntraLinks under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to ): (a) To have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; (b) In addition To require Executive to forfeit his right to receive the remedies the Company may seek and obtain pursuant to this Section 6.2, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation balance of any compensation due him which is not yet earned and accrued under this Agreement (whether it be in the form of the Restrictive Covenants contained in this Section 6Annual Salary, as applicable.expenses or paid time off); and (c) The To require Executive agrees that the provisions of Section 6.1 of this Agreement to account for and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforcedpay over to IntraLinks all compensation, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in any action seeking specific performance profits, monies, accruals, increments or other equitable reliefbenefits (collectively, he will not assert “Profits”) derived or contend that any of received by him as the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence result of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute transactions constituting a defense to the enforcement breach of the Restrictive Covenants, and Executive shall account for and pay over the Profits to IntraLinks.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of this Section 6.1 or any subparts thereof 6 (individually or collectively the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of Section 6.1 or any subpart thereofRestrictive Covenant, the Company shall have the following rights and its subsidiaries remedies (or in accordance with applicable law and upon compliance with any other entity directly or indirectly controlled necessary prerequisites imposed by law upon the availability of such entitiesremedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy ): (a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to seek an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.; (b) to require Executive to forfeit his right to receive the balance of any compensation due to his that is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or other benefits); and In addition to addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company may seek files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and obtain pursuant to this Section 6.2, (ii) the Restricted Period shall be extended by any and all periods during which Company obtains preliminary injunctive relief enjoining the Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of from breaching any of the Restrictive Covenants contained in this Section 6Covenants, as applicable. or a court of competent jurisdiction issues a final judgment (cnot subject to appeal, which shall include any order or judgment that finally disposes of the action) The Executive agrees that the provisions of Section 6.1 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company’s legitimate business interests and if enforced, will not prevent Executive from obtaining gainful employment should his employment with the Company end. The Executive agrees that in has breached any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 5.3(b) and (c) above and the Company will have no obligation to pay any of the amounts that remain payable by the Company under Sections 5.3(b) and (c). If, however, a court of competent jurisdiction either denies the Company’s motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the Executive pursuant to Sections 5.3(b) and (c).