Document 8O2ZDELEVXqbnyXZ49ZxmwK2e

Lompan\ \ame - PNELMO ABLX CORF i\M' Filing Date 12/31/1996 threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company, and 532 The right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or otner benefits (collectively "Benefits") derived or received by the Executive as the result of anv transactions constituting a breach of any of the provisions of the preceding paragrapn, and the Executive herecy agrees to account for and pay over sucn Benefits to the Company Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity 54 If any of the covenants contained in Sections 5 1 or 5 2, or any part thereof, hereafter are construed to be invalid or unenforceable, the same shall 8 hot affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions 5.5 If any of the covenants contained m Sections 5 1 or 5.2, or any part thereof, are held to be '^enforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, said provision shall then be enforceable 5 6 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5 1 and 5.2 upon the courts of any state within the geographical scope of such covenants In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such covenants or otherwise, it is the intention of the parties hereto that such determination not bar or m any way affect the Company's right to the relief provided above m the courts of any other states within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being for this purpose severable into diverse and independent covenants. 57 In the event that any action, suit or other proceeding in law or in equity is brought to enforce the covenants contained in Sections 5.1 and 5.2 or to obtain money damages for the breach thereof, and such action results m the award of a judgment for money damages or m the granting of any injunction m favor of the Company, all expenses (including reasonable attorneys' fees) of the Company m such action, suit or other proceeding shall (on demand of the Company) be paid by the Executive In the event the Company fails to obtain a judgment for money damages or an injunction in favor of the Company, all expenses (including reasonable attorneys' fees) of the Executive in such action, suit or other proceeding shall (on demand of the Executive) be paid by the Company. Disclosure Page 67