Buffalo Wild Wings 2006 Annual Report Download - page 69

9. Noncompetition. In consideration of Executive’ s rights under this Agreement, including without limitation Section
6 hereof, Executive agrees that, from and after the Effective Date and continuing until the six-month anniversary of
termination or cessation of Executive’ s employment with the Company, Executive will not, individually or in any capacity
with another legal entity:
(i) directly or indirectly, own any interest in, control, be employed by or associated with, or render
services to, any person, entity, or subsidiary, subdivision, division, or joint venture of such entity
in connection with a Competitive Business within fifteen (15) miles of any Company Business or
within fifteen (15) miles of any location in which the Company intends to actively operate a
Company Business (excepting passive holdings for investment purposes of not more than one
percent (1%) of the securities of any company);
(ii) directly or indirectly, solicit any of the Company’ s present or future employees for the purpose of
hiring them or inducing them to leave their employment with the Company;
(iii) directly or indirectly, solicit, attempt to solicit, interfere, or attempt to interfere with the
Company’ s relationship with its customers or potential customers, suppliers, or franchisees on
behalf of Executive or any other person or entity engaged in a Competitive Business.
10. Breach of the Noncompetition or Confidentiality Provisions of this Agreement. In addition to any other relief
or remedies afforded by law or in equity, if Executive breaches Sections 8 or 10 of this Agreement, Executive agrees that the
Company shall be entitled, as a matter of right, to injunctive relief in any court of competent jurisdiction plus reasonable
attorneys’ fees for securing such relief. Executive recognizes and hereby admits that irreparable damage will result to the
Company if he violates or threatens to violate the terms of Sections 8 or 10 of this Agreement. This Section 11 shall not
preclude the granting of any other appropriate relief including, without limitation, money damages against Executive for
breach of Sections 8 or 10 of this Agreement.
11. Effect of Other Obligations. It is intended that the obligation of the parties to perform the terms of this Agreement
is unconditional and does not depend on the performance or non-performance of any terms, duties or obligations not
specifically recited in this Agreement.
12. Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any
Successor to or assigns of the Company, and Executive’ s heirs and the personal representative of Executive’ s estate.
13. Severability. If the final determination of a court of competent jurisdiction declares, after the expiration of the time
within which judicial review (if permitted) of such determination may be perfected, that any term or provision hereof is
invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or
unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or provision.
14. Amendment; Waiver. This Agreement may not be modified, amended or waived in any manner except by an
instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this
Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
15. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by,
interpreted and construed in accordance with the laws of the State of Minnesota.
16. Notices. Any notice hereunder by either party to the other shall be given in writing by personal delivery or certified
mail, return receipt requested. If addressed to Executive, the notice shall be delivered or mailed to Executive at the address
specified under Executive’ s signature hereto, or if addressed to the Company, the notice shall be delivered or mailed to the
Company at its executive offices to the attention of the President of the Company. A notice shall be deemed given, if by
personal delivery, on the date of such delivery or, if by certified mail, on the date shown on the applicable return receipt.
17. Supersedes Previous Agreements. This Agreement supersedes all prior or contemporaneous negotiations,
commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments,
agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment,
agreement or writing will have no further rights or obligations thereunder.
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