FairPoint Communications 2002 Annual Report Download - page 443

products or services related to the Telecommunications Industry within the
Prohibited Territory, regardless of the geographic location of the Competing
individual or entity.
(d) ACKNOWLEDGMENTS BY EXECUTIVE. Executive acknowledges that the terms
of this Section 6, including the definitions of "Compete", "Telecommunications
Industry" and "Prohibited Territory", and the two (2) year post employment term
are reasonable, and are no broader than necessary to protect the Company's
legitimate business interests. Executive specifically acknowledges and agrees
that (i) he has received adequate and valuable consideration for entering into
this noncompetition agreement, (ii) the Company is currently engaged in business
in the Telecommunications Industry, and is either actively engaged in each
aspect thereof set out in the definition set forth in Section 6(b) above, or it
reasonably anticipates that it will be engaged in each such aspect or activity
competitive with it, during the Employment Period, and that part of Executive's
responsibilities as Chief Executive Officer of the Company and as Chairman of
the Board of Directors of the Company are and will continue to be to explore and
expand the Company into each aspect of the Telecommunications Industry where it
can profitably do so, (iii) the nature of the Telecommunications Industry is
such that the range of business and competition is not necessarily contained
within easily
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definable geographic territories, and that in many respects, otherwise unrelated
aspects of the Telecommunications Industry are competitive with each other (for
example, cable television providers, telephone companies and ISPs all compete
with each other to provide Internet access and services to consumers and
businesses), (iv) the business of investing in and operating RLECs, ILECs, CLECs
and/or ISPs is highly competitive, and (v) by reason of his responsibilities as
Chief Executive Officer of the Company and as Chairman of the Board of Directors
of the Company, he will be intimately familiar with and engaged in developing
the Company's business, financial and growth plans and other Confidential
Information, and that if he engages in any of the activity prohibited by this
Section 6, it is inevitable that he would use or disclose Confidential
Information of the Company.
(e) GOVERNING LAW; ENFORCEMENT; SURVIVAL. Notwithstanding the provisions
of Section 8(c), the provisions of Section 5 and the provisions of this Section
6 shall be construed and enforced in accordance with the laws of the State of
North Carolina, without regard to principles of conflict of laws. Executive
agrees that the Company would suffer irreparable harm in the event of any
violation of Sections 5 or 6 hereof, and the Company is therefore entitled to
injunctive relief to enforce the provisions thereof The provisions of Sections 5
and 6 shall survive the termination of this Agreement in accordance with their
terms, and shall inure to the benefit of the Company and its affiliates, and
each of their successors and assigns.
(f) SEVERABILITY. In the event that any provision contained herein is
held to be invalid, prohibited or unenforceable because of the scope, duration
or area of applicability, such provision shall be ineffective only to the extent
of such invalidity, prohibition or unenforceability. Executive and the Company
agree that it is each of their intent and desire that the provisions of Section
6 be enforced to the absolute greatest extent permissible by law, and they each
therefore agree and request that, to the extent a court determines these
provisions or any part thereof are unenforceable to any extent, such court may
and should limit the enforcement to discrete geographic territories set forth in
Section 6(c), or to specific states in which the Company is doing business, or
to specific aspects of the Telecommunications Industry, as listed in Section 6,
as the court deems necessary to the enforceability of the letter and intent of
this Agreement..
7. SEVERABILITY. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws, such provision shall be
fully severable, this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full