Common use of Specific Performance; Remedies Clause in Contracts

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. Executive further agrees that the covenants contained in Sections 11, 12, 13 and 14 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, 13, and 14 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, 13, or 14 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive remedy, Executive understands that a breach of the covenants contained in Sections 11, 12, 13, or 14 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of vesting and continued health benefits provided for in Section 9(c) or Section 9(d), and Executive shall be required to return any such amounts in the event of such a breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. The Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, Sections 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, Sections 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive nonexclusive remedy, the Executive understands that a breach of the covenants contained in Sections 11, 12, 13, or 14 14, 15, 16 and 17 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate the Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of equity vesting of equity grants and continued health benefits provided for in Section 9(c) or Section 9(d10(a), and the Executive shall be required to return any such amounts that relate to the period of noncompliance during the Restricted Period in the event of such a breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. The Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, Sections 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, Sections 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive nonexclusive remedy, the Executive understands that a breach of the covenants contained in Sections 11, 12, 13, or 14 14, 15, 16 and 17 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate the Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of equity vesting of equity grants and continued health benefits provided for in Section 9(c) or Section 9(d10(a), and the Executive shall be required to return any such amounts that relate to the period of noncompliance during the Restricted Period in the event of such a breachbreach (including, without limitation, the amount of any gain realized by the Executive upon the acceleration of equity vesting of equity grants). Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. The Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, Sections 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, Sections 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive nonexclusive remedy, the Executive understands that a breach of the covenants contained in Sections 11, 12, 13, or 14 14, 15, 16 and 17 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate the Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of equity vesting of equity grants and continued health #91155124v3 benefits provided for in Section 9(c) or Section 9(d10(a), and the Executive shall be required to return any such amounts that relate to the period of noncompliance during the Restricted Period in the event of such a breachbreach (including, without limitation, the amount of any gain realized by the Executive upon the acceleration of equity vesting of equity grants). Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. The Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive remedy, the Executive understands that a breach of the covenants contained in Sections 11, 12, 13, 14, 15, 16 or 14 17 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate the Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of equity vesting of equity grants and continued health benefits provided for in Section 9(c) or Section 9(d10(a), and the Executive shall be required to return any such amounts that relate to the period of non-compliance during the Restricted Period in the event of such a breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. The Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, Sections 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, Sections 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive nonexclusive remedy, the Executive understands that a breach of the covenants contained in Sections 11, 12, 13, or 14 14, 15, 16 and 17 above that causes material harm to the Company as reasonably determined by the Board Company (which determination shall be binding and final) shall eliminate the Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of equity vesting of equity grants and continued health benefits provided for in Section 9(c) or Section 9(d)10, and the Executive shall be required to return any such amounts that relate to the period of noncompliance during the Restricted Period in the event of such a breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. Executive further agrees that the covenants contained in Sections 11, 12, 13 and 14 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, 13, and 14 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, 13, or 14 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive remedy, Executive understands that a breach of the covenants contained in Sections 11, 12, 13, 13 or 14 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of vesting and continued health benefits provided for in Section 9(c) or Section 9(d), and Executive shall be required to return any such amounts in the event of such a breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive remedy, the Executive understands that a breach of the covenants contained in Sections 11, 12, 13, 14, 15, 16 or 14 17 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate the Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of equity vesting of equity grants and continued health benefits provided for in Section 9(c) or Section 9(d10(a), and the Executive shall be required to return any such amounts that relate to the period of non-compliance during the Restricted Period in the event of such a breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and jurisdiction, agrees to be subject to the jurisdiction and venue of said court, and agrees that the Company may seek injunctive relief without the necessity of posting a bond. As a further and non-exclusive remedy, Executive understands that a breach of the covenants contained in Sections 11, 12, 13, 14, 15, 16 or 14 17 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of vesting and continued health benefits provided for in Section 9(c) or Section 9(d10(a), and Executive shall be required to return any such amounts in the event of such a breachbreach except for an amount equal to one month’s salary, and which amount is sufficient to serve as valid consideration for the release of claims set forth in Section 11 hereof. Nothing Executive further agrees that any amounts forfeited or withheld shall not be considered as liquidated damages, and that nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

Specific Performance; Remedies. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business. Executive further agrees that the covenants contained in Sections 1113, 1214, 13 15, 16 and 14 17 are reasonable and necessary to protect the legitimate business interests of the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, 13, 14, 15, 16 and 14 17 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, 13, or 14 14, 15, 16 and 17 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. As a further and non-exclusive remedy, the Executive understands that a breach of the covenants contained in Sections 11, 12, 13, 14, 15, 16 or 14 17 above that causes material harm to the Company as reasonably determined by the Board (which determination shall be binding and final) shall eliminate the Executive’s entitlement to any further payment of the Severance Amount, Change in Control Severance Amount, Incentive Compensation, acceleration of equity vesting of equity grants and continued health benefits provided for in Section 9(c) or Section 9(d10(a), and Executive shall be required to return any such amounts that relate to the period of non-compliance during the Restricted Period in the event of such a breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.