DELPHI 2011 Annual Report Download - page 222

(b) For purposes of this Agreement, "Business" means the creation, development, manufacture, sale, promotion and distribution of vehicle
electronics, transportation components, integrated systems and modules, electronic technology and other products and services which Delphi engages in, or is
preparing to become engaged in, at the time of your termination.
3. Acknowledgements. You acknowledge that the Company would suffer irreparable harm if you fail to comply with Paragraph 1, and that the
Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys' fees. You further acknowledge that
enforcement of the covenants in Paragraph 1 is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to
the proprietary nature of the business of the Company, the restrictions set forth in Paragraph 1 are reasonable as to geography, duration and scope.
4. Awards. For purposes of the Plan and any awards thereunder ("Awards"), if you engage in conduct in breach of this Agreement prior to or at any
time within the one (1) year period after you receive a payment pursuant to any Award, then such conduct shall be deemed to be a breach of the terms of such
Award, justifying cancellation or rescission of any such Award, as applicable.
5. Injunctive Relief. You agree that the Company would suffer irreparable harm if you were to breach, or threaten to breach, any provision of this
Agreement and that the Company would, by reason of such breach or threatened breach, be entitled to injunctive relief in a court of appropriate jurisdiction,
without the need to post any bond, and you further consent and stipulate to the entry of such injunctive relief in such a court prohibiting you from breaching
this Agreement. This Paragraph 5 shall not, however, diminish the right of the Company to claim and recover money damages in addition to injunctive relief.
6. Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in
this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as
to be enforceable to the maximum extent allowed by applicable law. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part,
is invalid or unenforceable shall not in any way affect or impair the validity or enforceability of this Agreement in any other jurisdiction.
7. Waiver. The failure of Delphi to enforce any terms, provisions or covenants of this Agreement shall not be construed as a waiver of the same or of
the right of Delphi to enforce the same. Waiver by Delphi of any breach or
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