Common use of Rights and Remedies Upon Breach Clause in Contracts

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, any of the Protective Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant understands and agrees that if he/she violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to seek to enjoin, preliminarily and permanently, Participant Employee from violating or threatening to violate the Protective Restrictive Covenants and to petition to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Group and that money damages would not provide an adequate remedy to the Company. Participant Employee understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Employee understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant Executive understands and agrees that if he/she he materially violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. If Employer does not substantially prevail in such litigation, the Restricted Period shall be deemed to have continued to run during the litigation. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyEmployer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge Executive acknowledges and agree agrees that the remedy at law for any his breach of any provision of this Section 6 (the Protective Covenants will be inadequate“Restrictive Covenants”) would result in irreparable injury and damage for which money damages do not provide an adequate remedy. Therefore, and that in the event Participant breaches, if Executive breaches or threatens to breach, commit a breach of any of the Protective CovenantsRestrictive Covenant, the Company shall have the right following rights and remedyremedies (in accordance with applicable law and upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), without the necessity each of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach which rights an remedies shall be independent of the Protective Covenants would cause irreparable injury to the Company other and that money damages would not provide an adequate remedy to the Company. Participant understands severally enforceable, and agrees that if he/she violates any all of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at under law or in equity. Participant understands equity (including, without limitation, the recovery of damages): (a) to have the Restrictive Covenants specifically enforced (without posting bond and agrees thatwithout the need to prove damages) by any court having jurisdiction, including, without limitation, the right to seek an entry against 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, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Parties become involved in legal Company files a civil action regarding the enforcement against Executive based on his alleged breach of the Protective Covenants Restrictive Covenants, and if (ii) the Company prevails obtains preliminary injunctive relief enjoining the Executive from breaching any of the Restrictive Covenants, 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 Covenants, then the Executive shall promptly repay to the Company any payments of Severance or Change in such legal action, Control Severance under Sections 5.3 or 5.4(b) and the Company will be entitledhave no obligation to pay any amount of Severance or Change in Control Severance that remain payable by the Company under Sections 5.3 or 5.4(b). If, in addition to any other remedyhowever, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The a court of competent jurisdiction either denies the Company’s ability motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to enforce its rights under appeal, which shall include any order or judgment that finally disposes of the Protective Covenants or applicable law against Participant action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be impaired obligated to repay, and the Company shall not be entitled to recoup, any of the Severance or Change in any way by Control Severance payments made to the existence of a claim Executive pursuant to Sections 5.3 or cause of action on the part of Participant based on, or arising out of, this Agreement or any other event or transaction5.4(b).

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoinseek to enjoin Executive, preliminarily and permanently, Participant from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she Executive violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the Executive’s part of Participant based on, or arising out of, this Agreement or any other event or transaction. Executive and the Company further agree that the Restrictive Covenants contained in this Section 6 are reasonable and necessary to protect the businesses of the Company because of Executive’s access to Confidential Information and Executive’s material participation in the operation of such businesses. If Executive willfully breaches any of the Restrictive Covenants set forth in this Section 6, then in addition to any injunctive relief, Executive will promptly return to the Company the gross amount of the severance payments and benefits that the Company has paid to Executive pursuant to Section 4(b)(i) or Section 4(b)(ii), as applicable.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant the Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant the Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant The Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant The Executive understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant the Executive its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant the Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant the Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge Executive acknowledges and agree agrees that a violation of any provision of Paragraph 8 or 9 of this Agreement (the remedy at law for any breach “Restrictive Covenants”) 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 Protective Covenants will be inadequate, and that Employer in the event Participant enforcing its rights under this Agreement. If Executive breaches, or threatens to breach, commit a breach of any of the Protective Restrictive Covenants, the Company Employer shall have the right following rights and remedyremedies, without the necessity each of proving actual damage or posting any bond, to enjoin, preliminarily which rights and permanently, Participant from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach remedies shall be independent of the Protective Covenants would cause irreparable injury to the Company other and that money damages would not provide an adequate remedy to the Company. Participant understands severally enforceable, and agrees that if he/she violates any all of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at Employer under law or in equity. Participant understands : (A) The right and agrees thatremedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction including, if without limitation the Parties become involved in legal action regarding right to entry against Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent), without proof of special damages, against violations of such covenants, threatened or actual, and whether or not then continuing, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the enforcement Employer and that money damages will not provide an adequate remedy to the Employer; and (B) The right and remedy to require Executive to account for and pay over to the Employer all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transaction constituting a breach of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenantsRestrictive Covenants. The Company’s ability Employer may set off any amounts due it under this Paragraph 10(B) against any amounts owed to enforce its rights Executive under the Protective Covenants Paragraph 4 or applicable law against Participant shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant based on, or arising out of, this Agreement or any other event or transaction7.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Employee from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant Employee understands and agrees that if he/she Employee violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Companyequity Employer’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoinseek to enjoin Executive, preliminarily and permanently, Participant from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she Executive violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the Executive’s part of Participant based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant the Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company Corporation shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant the Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Group and that money damages would not provide an adequate remedy to the CompanyCorporation. Participant The Executive understands and agrees that if he/he or she violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Corporation at law or in equity. Participant The Executive understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company Corporation prevails in such legal action, the Company Corporation will be entitled, in addition to any other remedy, to recover from Participant the Executive its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyCorporation’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant the Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant the Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the restrictions in Section 4 of this Agreement (the “Protective Covenants Covenants”) will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company Pier 1 Imports shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company Pier 1 Imports and that money damages would not provide an adequate remedy to the CompanyPier 1 Imports. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictioneffectiveness of the Protective Covenants. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Pier 1 Imports at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneysPier 1 Imports’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequatethat, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company shall have the right be entitled to specific performance and remedyinjunctive relief, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant from violating enforce or threatening to violate prevent any violation of the Protective Restrictive Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdictionExecutive, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would will cause irreparable injury to the Company and that money damages would will not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands The Company and agrees Executive understand and agree that, if the Parties parties become involved in legal action regarding the enforcement of the Protective Covenants and if Restrictive Covenants, the Company prevails prevailing party in such legal action, the Company action will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the restrictions in Section 6(a) of this Agreement (the “Protective Covenants Covenants”) will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she Executive violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictioneffectiveness of the Protective Covenants. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant the Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant the Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant The Executive understands and agrees that if he/she Executive violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant The Executive understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant the Executive its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant the Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant the Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands The Company and agrees Executive understand and agree that, if the Parties parties become involved in legal action regarding the enforcement of the Protective Covenants and if Restrictive Covenants, the Company prevails prevailing party in such legal action, the Company action will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company CBS shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Employee from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company CBS and that money damages would not provide an adequate remedy to the CompanyCBS. Participant Employee understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company CBS at law or in equity. Participant Employee understands and agrees that, if the Parties parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company CBS prevails in such legal action, the Company CBS will be entitled, in addition to any other remedy, to recover from Participant Employee its reasonable costs and attorneys’ ' fees incurred in enforcing such covenants. The Company’s CBS's ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Employee from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Group and that money damages would not provide an adequate remedy to the Company. Participant Employee understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Employee understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the restrictions in Section 4 of this Agreement (the “Protective Covenants Covenants”) will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company Pier 1 Imports shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company Pier 1 Imports and that money damages would not provide an adequate remedy to the CompanyPier 1 Imports. Participant Executive understands and agrees that if he/she Executive violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictioneffectiveness of the Protective Covenants. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Pier 1 Imports at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneysPier 1 Imports’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the restrictions in Section 6 of this Agreement (the “Protective Covenants Covenants”) will be inadequate, and that in the event Participant Grantee breaches, or threatens to breach, any of the Protective Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Grantee from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Grantee understands and agrees that if he/she Grantee violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictioneffectiveness of the Protective Covenants. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Grantee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Bank shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Bank and that money damages would not provide an adequate remedy to the CompanyBank. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Non-Compete Period and Restricted Non-Solicit Period, as applicable, shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Non-Compete Period and Restricted Non-Solicit Period, as applicable. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Bank at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyBank’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands The Parties understand and agrees agree that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if Restrictive Covenants, the Company prevails prevailing Party or Parties in such legal action, the Company action will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to such covenants. The CompanyEmployer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant Executive understands and agrees that if he/she materially violates any of the obligations set forth Bank in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. If Employer does not substantially prevail in such litigation, the Restricted Period shall be deemed to have continued to run during the litigation. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyEmployer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant Executive understands and agrees that if he/she he materially violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. If Employer does not substantially prevail in such litigation, the Restricted Period shall be deemed to have continued to run during the litigation. Such rights lights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyEmployer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part pan of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.. LEGAL02/43756981v3

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Feehan breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Feehan from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Feehan understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Feehan understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant Feehan its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Feehan shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Feehan based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant LEGAL02/43780275v2 Executive understands and agrees that if he/she he materially violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. If Employer does not substantially prevail in such litigation, the Restricted Period shall be deemed to have continued to run during the litigation. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyEmployer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she violates he is found by a court of competent jurisdiction to have violated any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Executive understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company prevailing party will be entitled, in addition to any other remedy, to recover from Participant the other party its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Feehan breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Xxxxxx from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Xxxxxx understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Xxxxxx understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant Feehan its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Xxxxxx shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Feehan based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. (A) The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that that, in the event Participant that Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant understands and agrees that if he/she violates In the event of any of the suit or other proceeding with respect to Executive’s obligations set forth in the Protective Covenantsthis Section 11, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred in such proceeding in addition to, to any and not in lieu of, any all other rights and remedies available to the Company at law or in equity. Participant understands and agrees that. (B) Without limiting the generality of the foregoing paragraph, if the Parties become involved Company reasonably determines that Executive has violated any covenant set forth in legal action regarding the enforcement this Section 11, irrespective of any determination by a court of competent jurisdiction that one or more covenants set forth in this Section 11 are unreasonable as to scope or duration or otherwise unenforceable, then any remaining unpaid portion of the Protective Covenants and if Severance Payment shall be forfeited effective upon the Company prevails in commencement of such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant based on, or arising out of, this Agreement or any other event or transactionviolation.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the restrictions in Section 4 of this Agreement (the “Protective Covenants Covenants”) will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company Pier 1 Imports shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company Pier 1 Imports and that money damages would not provide an adequate remedy to the CompanyPier 1 Imports. Participant Executive understands and agrees that if he/she violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictioneffectiveness of the Protective Covenants. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Pier 1 Imports at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneysPier 1 Imports’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Executive understands and agrees that, if the Parties parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant Executive its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s equity Employer's ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Executive understands and agrees that, if the Parties parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant Executive its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.. Change of Control Agreement

Rights and Remedies Upon Breach. The parties specifically acknowledge (a) Executive acknowledges and agree agrees that the remedy at law for any breach by him of the Protective Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, any of the Protective provisions of Section 6.1 hereof (the “Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants ”) would cause result in irreparable injury to the Company and that damage for which money damages would not provide an adequate remedy remedy. Therefore, if Executive breaches or threatens to the Company. Participant understands and agrees that if he/she violates commit a breach of any of the obligations set forth in the Protective Covenantsprovisions of Section 6.1 hereof, the period Company shall have the ability to seek the following rights and remedies, each of restriction applicable to each obligation violated which rights and remedies shall cease to run during be independent of the pendency other and severally enforceable, and all of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at under law or in equity. Participant understands equity (including, without limitation, the recovery of damages): (i) The right and agrees thatremedy 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 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. (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 the Parties become involved applicable, its affected subsidiaries and/or affiliates. (b) Executive agrees that in legal any action regarding the enforcement seeking specific performance or other equitable relief, he will not assert or contend that any of the Protective Covenants and if the Company prevails in such legal actionprovisions of this Section 6 are unreasonable or otherwise unenforceable. Other than a material breach of this Agreement, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant shall not be impaired in any way by the existence of a any claim or cause of action by Executive, whether predicated on the part of Participant based on, or arising out of, this Agreement or any other event or transactionotherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the restrictions in Section 5 of this Agreement (the “Protective Covenants Covenants”) will be inadequate, and that in the event Participant Grantee breaches, or threatens to breach, any of the Protective Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Grantee from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Grantee understands and agrees that if he/she Grantee violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictioneffectiveness of the Protective Covenants. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Grantee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees The parties agree that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal actionCovenants, the Company prevailing party will be entitled, in addition to any other remedy, entitled to recover from Participant the other party its reasonable costs and attorneys’ fees incurred in enforcing connection with such covenantslitigation regarding the Protective Covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Covenants, the Company Southside shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Employee from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company Southside and that money damages would not provide an adequate remedy to the CompanySouthside. Participant Employee understands and agrees that if he/she he violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Southside at law or in equity. Participant Employee understands and agrees that, that if the Parties parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal actionCovenants, the Company prevailing party will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenantsaction from the other party. The CompanySouthside’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the restrictions in Section 4 of this Agreement (the “Protective Covenants Covenants”) will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Covenants, the Company Pier 1 Imports shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company Pier 1 Imports and that money damages would not provide an adequate remedy to the CompanyPier 1 Imports. Participant Executive understands and agrees that if he/she violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictioneffectiveness of the Protective Covenants. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Pier 1 Imports at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneysPier 1 Imports’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant permanently Employee from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Employee understands and agrees that if he/she violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction, except that should the Company fail to meet its obligation to pay any required Severance Amounts to or on behalf of Employee pursuant to Section 5(a), Employee shall be relieved of the Restrictive Covenants set forth in Section 6(d) (Non-Competition), Section 6(e) (Non-Solicitation of Protected Customers) and Section 6(f) (Non-Recruitment of Employees).

Rights and Remedies Upon Breach. A. The parties specifically acknowledge Executive hereby acknowledges and agree agrees that the remedy at law for provisions contained in paragraph 8 of this Agreement (the "Restrictive Covenants") are reasonable and valid in duration and in all other respects. If any breach court determines that any of the Protective Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants will not thereby be inadequate, affected and that in will be given full effect without regard to the event Participant invalid portions. B. If the Executive breaches, or threatens to breachcommit a breach of, any of the Protective Restrictive Covenants, the Company shall will have the following rights and remedies, each of which rights and remedies will be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (i) Specific Performance. The right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant from violating or threatening to violate the Protective Covenants and remedy to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. (ii) Accounting. Participant understands The right and agrees that if he/she violates any of remedy to require the obligations set forth in the Protective Covenants, the period of restriction applicable Executive to each obligation violated shall cease to run during the pendency of any litigation account for and pay over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law all compensation, profits, monies, accruals, increments or other benefits derived or received by the Executive as the result of any action constituting a breach of the Restrictive Covenants. (iii) Cessation of Severance Benefits. The right and remedy to cease any further severance, benefit or other compensation payments under this Agreement to the Executive or the Executive's Beneficiary from and after the commencement of such breach by the Executive. C. The provisions of this subparagraph 9(c) shall apply to any dispute relating to this Agreement and not governed by subparagraph 9(b). (i) Neither the Company nor the Executive may commence any action in equityany court until the parties have either participated in non-binding mediation under the auspices of an independent mediator, or (if thedispute involves a Notice of Termination or Contest Notice) more than sixty (60) days have elapsed after the date of any applicable Notice of Termination or Contest Notice. Participant understands Either party may initiate mediation procedures by sending the other party a list of three (3) mediators selected from Xxxxx'x ADR List (xxx.xxxxxxx.xxx), from which list the receiving party shall designate one person to serve as mediator. The mediation process shall be subject to the customary agreements and confidentiality utilized by members of Xxxxx'x ADR List. The cost of mediation shall be borne by the Company. (ii) Upon expiration of the time periods prescribed in (i) above, either party may commence action in either the state or Federal courts of the State of Iowa, but not elsewhere. In any such action, (A) each party hereby waives a jury trial; and (B) each party waives any rights to punitive or exemplary damages. (iii) The Company agrees thatto reimburse the Executive for one-half of the reasonable attorneys fees incurred and paid by the Executive in connection with any dispute relating to this Agreement, but only to theextent such fees do not exceed the lesser of (A) a reasonable hourly rate or (B) $225 per hour; provided, however, that if the Parties become involved Executive prevails in legal any action regarding and is awarded an amount exceeding 125% ofthe amount offered to the enforcement Employee by the Company prior to the commencement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing shall reimburse the Executive for 100% of such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant based on, or arising out of, this Agreement or any other event or transactionfees.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Employer and that LEGAL02/43756821v3 money damages would not provide an adequate remedy to the CompanyEmployer. Participant Executive understands and agrees that if he/she he materially violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. If Employer does not substantially prevail in such litigation, the Restricted Period shall be deemed to have continued to run during the litigation. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyEmployer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Participant If Covenantor breaches, or threatens to breachcommit a breach of, any of the Protective Restrictive Covenants, the Company shall have the right following rights and remedyremedies, without the necessity each of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant understands and agrees that if he/she violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at under law or in equity. Participant understands and agrees that: (i) The right to have the Restrictive Covenants specifically enforced by injunction of any court having jurisdiction, if all without the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition need to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Covenants or applicable law against Participant shall not be impaired in any way by the existence of post a claim or cause of action on the part of Participant based on, or arising out of, this Agreement bond or any other event security or transactionto prove any amount of actual damage or that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that monetary damages will not provide an adequate remedy to the Company; and (ii) The right to require Covenantor from time to time (A) to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Covenantor or any associated party (including any Competitive Business employing or otherwise compensating Covenantor) deriving such benefits as the result of any breach of the Restrictive Covenants described in Sections 6.3, 6.4 and 6.6, (B) to account for the value of all amounts paid or payable in cash and/or other property by any Customer to Covenantor and/or any associated party (including any Competitive Business employing or otherwise compensating Covenantor) as the result of any breach of the Restrictive Covenants described in Section 6.5 (the aggregate amount of such cash and/or the value of such other property is hereinafter referred to as the “Restricted Amounts”) and to pay over to the Company as and for liquidated damages (and not as a penalty) an amount equal to 50% of the Restricted Amounts, it being agreed by the parties that the amount of direct damages that would be suffered by the Company with respect to such breach may be impossible to determine, and (C) to indemnify the Company against any other losses, damages (including special and consequential damages), costs and expenses, including reasonable attorneys fees and disbursements, that may be incurred by it and that result from or arise out of any breach or threatened breach of the Restrictive Covenants.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants provisions contained in Sections 17 through 19 of this Agreement (the “Restrictive Covenants”) will be inadequate, and that in the event Participant Executive breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdictionjurisdiction or an arbitrator, as applicable, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Participant Executive understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Participant Executive understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant Executive its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company CBS shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Employee from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company CBS and that money damages would not provide an adequate remedy to the CompanyCBS. Participant Employee understands and agrees that if he/she he violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company CBS at law or in equity. Participant Employee understands and agrees that, if the Parties parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company CBS prevails in such legal action, the Company CBS will be entitled, in addition to any other remedy, to recover from Participant Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyCBS’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant breaches, or threatens to breach, Executive breaches any of the Protective Restrictive Covenants, the Company Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Executive from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company Employer and that money damages would not provide an adequate remedy to the CompanyEmployer. Participant Executive understands and agrees that if he/she materially violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restrictionRestricted Period. If Employer does not substantially prevail in such litigation, the Restricted Period shall be deemed to have continued to run during the litigation. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Employer at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyEmployer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Executive based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Employee breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company CBS shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Employee from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to the Company CBS and that money damages would not provide an adequate remedy to the CompanyCBS. Participant Employee understands and agrees that if he/she violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company CBS at law or in equity. Participant Employee understands and agrees that, if the Parties parties become involved in legal action regarding the enforcement of the Protective Restrictive Covenants and if the Company CBS prevails in such legal action, the Company CBS will be entitled, in addition to any other remedy, to recover from Participant Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyCBS’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Employee based on, or arising out of, this Agreement or any other event or transaction.

Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Restrictive Covenants will be inadequate, and that in the event Participant Unitholder breaches, or threatens to breach, any of the Protective Restrictive Covenants, the Company Buyer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Participant Unitholder from violating or threatening to violate the Protective Restrictive Covenants and to have the Protective Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Restrictive Covenants would cause irreparable injury to Buyer and the Company and that money damages would not provide an adequate remedy to Buyer or the Company. Participant Unitholder understands and agrees that if he/she violates any of the obligations set forth in the Protective Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Buyer or the Company at law or in equity. Participant understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The CompanyBuyer’s ability to enforce its rights under the Protective Restrictive Covenants or applicable law against Participant Unitholder shall not be impaired in any way by the existence of a claim or cause of action on the part of Participant Unitholder based on, or arising out of, this Agreement or any other event or transaction, except that should Buyer fail to meet its obligations to pay any Deferred Premium Payment or Earn-Out Payment (as such terms are defined in the Merger Agreement) required to be paid to Unitholder pursuant to the Merger Agreement, then Unitholder shall be relieved of his/her obligations set forth in Section 1(d) (Non-Competition), Section 1(e) (Non-Solicitation of Protected Customers) and Section 1(f) (Non-Recruitment of Employees).