FairPoint Communications 2012 Annual Report Download - page 126

Section 7. Independence; Severability; Blue Pencil .
Each of the rights enumerated in this Non-Interference Agreement shall be independent of the others and shall be in addition to and not in
lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this Non-Interference Agreement or any
part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Non-Interference
Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or
unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the
power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its
reduced form said provision shall then be enforceable.
Section 8. Injunctive Relief.
I expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in this Non-Interference
Agreement may result in irreparable injury to the members of the Company Group. Therefore, I hereby agree that, in addition to any other remedy that may be
available to the Company, any member of the Company Group shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a
court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Non-Interference Agreement without the necessity of proving
irreparable harm or injury as a result of such breach or threatened breach. Notwithstanding any other provision to the contrary, I acknowledge and agree that
the Post-Termination Non-Compete Period, or Post-Termination Non-Interference Period, as applicable, shall be tolled during any period of violation of any of
the covenants in Section 5 hereof.
Section 9. Cooperation.
I agree that, following any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or any
other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to
any matter that occurred during my employment in which I was involved or of which I have knowledge. As a condition of such cooperation, the Company
shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance with this paragraph. I also
agree that, in the event that I am subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide
documents (in a deposition, court proceeding, or otherwise) that in any way relates to my employment by the Company and/or any other member of the
Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the
Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.
Section 10. General Provisions.
(a) Governing Law and Jurisdiction. THIS NON-INTERFERENCE AGREEMENT IS GOVERNED BY AND IS TO BE
CONSTRUED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY
DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS NON-INTERFERENCE AGREEMENT OR CLAIM OF BREACH HEREOF
SHALL BE BROUGHT EXCLUSIVELY IN FEDERAL COURT IN THE STATE OF NORTH CAROLINA. BY EXECUTION OF THE NON-
INTERFERENCE AGREEMENT, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE
JURISDICTION OF SUCH COURT, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD
TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THE NON-INTERFERENCE AGREEMENT. EACH PARTY TO
THIS NON-INTERFERENCE AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT,
ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS NON-INTERFERENCE AGREEMENT.
(b) Entire Agreement. This Non-Interference Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Non-Interference Agreement, nor any waiver of any rights under this
Non-Interference Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Non-Interference Agreement.
(c) No Right of Continued Employment . I acknowledge and agree that nothing contained herein shall be construed as granting me
any right to continued employment by the Company, and the right of the Company to terminate my employment at any time and for any reason, with or
without cause, is specifically reserved.
4