iHeartMedia 2002 Annual Report Download - page 160

termination of such agreement or business relationship was caused by or is
attributable to the Executive’s actions, or (iii) has included as a prospect in
its applicable pipeline and the same is known to the Executive during his
employment with the Company.
The Company and the Executive agree that the restrictions contained in
this noncompetition covenant are reasonable in scope and duration and are
necessary to protect the Company’s business interests and Confidential
Information. If any provision of this noncompetition covenant as applied to any
party or to any circumstance is adjudged by a court or arbitrator to be invalid
or unenforceable, the same will no in way affect any other circumstance or the
validity or enforceability of this Agreement. If any such provision, or any part
thereof, is held to be unenforceable because of the scope, duration, or
geographic area covered thereby, the parties agree that the court or arbitrator
making such determination shall have the power to reduce the scope and/or
duration and/or geographic area of such provision, and/or to delete specific
words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced. The parties agree and acknowledge that the
breach of this noncompetition covenant will cause irreparable damage to the
Company, and upon breach of any provision of this noncompetition covenant, the
Company shall be entitled to injunctive relief, specific performance, or other
equitable relief; provided, however, that this shall in no way limit any other
remedies which the Company may have (including, without limitation, the right to
seek monetary damages).
Should the Executive violate the provisions of this noncompetition
covenant, then in addition to all other rights and remedies available to the
Company at law or in equity, the duration of this covenant shall automatically
be extended for the period of time from which the Executive began such violation
until he permanently ceases such violation.
6. NONSOLICITATION OF COMPANY EMPLOYEES.
To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and in consideration for the stock
option grants and other consideration promised by the Company under this
Agreement, during the term of the Executive’s employment with the Company and
for a period of 24 months after termination of employment by the Company for
Cause or by the Executive without Good Reason, the Executive will not, directly
or indirectly, (i) solicit any current or prospective employee of the Company,
or any subsidiary or affiliate of the Company (including, without limitation,
any current or prospective employee of the Company within the 6-month period
immediately preceding the Executive’s last day of employment with the Company or
within the 24-month period of this covenant) who worked (if the termination of
any former employee’s employment with the Company was caused by or is
attributable to the Executive’s actions) or works for SFX Entertainment, or has
been offered employment by SFX Entertainment for purposes of hiring such
employee; (ii) solicit or encourage any such employee to terminate their
employment with the Company, or any subsidiary or affiliate of the Company; or
(iii) solicit or encourage any such employee to accept employment with any
business, operation, corporation, partnership, association, agency, or other
person or entity with which the Executive may be associated.
If, during the term of this nonsolicitation covenant, the Executive
learns (but without any duty or obligation to inquire) that any such employee
has accepted employment with any
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