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ALL » Topics » 8.4 Right to Injunction; Survival of Undertakings .

These excerpts taken from the ALL 10-K filed Feb 27, 2008.

8.4             Right to Injunction; Survival of Undertakings.

(a)           In recognition of the necessity of the limited restrictions imposed by Sections 8.1 and 8.2, the parties agree that it would be impossible to measure solely in money the damages that the Company would suffer if Executive were to breach any of his obligations under such Sections.  Executive acknowledges that any breach of any provision of such Sections would irreparably injure the Company.  Accordingly, Executive agrees that the Company shall be entitled, in addition to any other remedies to which the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any actual breach, or threatened breach, of such provisions, and Executive hereby waives any right to assert any defense that the Company has an adequate remedy at law for any such breach.

(b)           If a court determines that any of the covenants included in this Article VIII is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court may modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable.

(c)           All of the provisions of this Article VIII shall survive any Termination of Employment without regard to (i) the reasons for such termination or (ii) the expiration of the Agreement Term.

8.5             Non-Disparagement.  If Executive remains employed by the Company on the Effective Date, Executive shall not at any time during the two-year period commencing on the Termination Date (a) make any written or oral statement that brings the Company or any of its then-current or former employees, officers or agents into disrepute, or tarnishes any of their images or reputations or (b) publish, comment on or disseminate any statements suggesting or accusing the Company or any of its then-current or former agents, employees or officers of any misconduct or unlawful behavior.  This Section shall not be deemed to be breached by testimony of Executive given in any judicial or governmental proceeding that Executive reasonably

 

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8.4             Right to Injunction; Survival of
Undertakings.



(a)           In recognition of the necessity of
the limited restrictions imposed by Sections 8.1 and 8.2, the parties agree
that it would be impossible to measure solely in money the damages that the
Company would suffer if Executive were to breach any of his obligations under
such Sections.  Executive acknowledges
that any breach of any provision of such Sections would irreparably injure the
Company.  Accordingly, Executive agrees
that the Company shall be entitled, in addition to any other remedies to which
the Company may be entitled under this Agreement or otherwise, to an injunction
to be issued by a court of competent jurisdiction, to restrain any actual
breach, or threatened breach, of such provisions, and Executive hereby waives
any right to assert any defense that the Company has an adequate remedy at law
for any such breach.



(b)           If a court determines that any of the
covenants included in this Article VIII is unenforceable in whole or in part
because of such covenant’s duration or geographical or other scope, such court
may modify the duration or scope of such provision, as the case may be, so as
to cause such covenant as so modified to be enforceable.



(c)           All of the provisions of this Article
VIII shall survive any Termination of Employment without regard to (i) the
reasons for such termination or (ii) the expiration of the Agreement Term.



8.5             Non-Disparagement.  If Executive remains employed by the Company
on the Effective Date, Executive shall not at any time during the two-year
period commencing on the Termination Date (a) make any written or oral
statement that brings the Company or any of its then-current or former
employees, officers or agents into disrepute, or tarnishes any of their images
or reputations or (b) publish, comment on or disseminate any statements
suggesting or accusing the Company or any of its then-current or former agents,
employees or officers of any misconduct or unlawful behavior.  This Section shall not be deemed to be
breached by testimony of Executive given in any judicial or governmental
proceeding that Executive reasonably



 



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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

RELATED TOPICS for ALL:

"8.4 Right to Injunction; Survival of Undertakings ." elsewhere:

Principal Financial Group (PFG)
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