SUCH BUSINESS ORGANIZATION, (II) NOT AS A MEMBER OF A
GROUP THAT CONTROLS SUCH BUSINESS ORGANIZATION, AND (III) NOT AS A DIRECT OR
INDIRECT OWNER OF 5% OR MORE OF ANY CLASS OF SECURITIES OF SUCH BUSINESS
ORGANIZATION).
11.
INJUNCTIVE RELIEF. EMPLOYEE ACKNOWLEDGES THAT THE SERVICES TO BE
RENDERED BY HIM HEREUNDER ARE OF A SPECIAL, UNIQUE AND EXTRAORDINARY CHARACTER
AND THAT IT WOULD BE VERY DIFFICULT OR IMPOSSIBLE TO REPLACE SUCH SERVICES AND
FURTHER THAT IRREPARABLE INJURY WOULD BE SUSTAINED BY EMPLOYER AND ITS
SUBSIDIARIES IN THE EVENT OF A VIOLATION BY EMPLOYEE OF ANY OF THE PROVISIONS OF
THIS AGREEMENT, AND BY REASON THEREOF EMPLOYEE CONSENTS AND AGREES THAT IF HE
VIOLATES ANY OF THE PROVISIONS OF THIS AGREEMENT, EMPLOYER SHALL BE ENTITLED TO
AN INJUNCTION TO BE ISSUED BY ANY COURT OF COMPETENT JURISDICTION RESTRAINING
HIM FROM COMMITTING OR CONTINUING ANY VIOLATION OF THIS AGREEMENT.
12.
EXPENSES. EMPLOYER SHALL REIMBURSE EMPLOYEE FOR ALL REASONABLE
EXPENSES INCURRED BY HIM ON BEHALF OF EMPLOYER IN THE PERFORMANCE OF HIS DUTIES
HEREUNDER, PROVIDED THAT PROPER VOUCHERS ARE SUBMITTED TO EMPLOYER BY EMPLOYEE
EVIDENCING SUCH EXPENSES AND THE PURPOSES FOR WHICH THE SAME WERE INCURRED.
13.
NO CONFLICTING AGREEMENTS. EMPLOYEE REPRESENTS AND WARRANTS THAT
HE IS NOT A PARTY TO ANY AGREEMENT, CONTRACT OR UNDERSTANDING, WHETHER
EMPLOYMENT OR OTHERWISE, WHICH WOULD IN ANY WAY RESTRICT OR PROHIBIT HIM FROM
UNDERTAKING OR PERFORMING EMPLOYMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT.
14.
ENTIRE AGREEMENT. THIS AGREEMENT SETS FORTH THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND NO
STATEMENT, REPRESENTATION, WARRANTY OR COVENANT HAS BEEN MADE BY EITHER PARTY
EXCEPT AS EXPRESSLY SET FORTH HEREIN. THIS AGREEMENT SHALL NOT BE CHANGED OR
TERMINATED ORALLY. AS OF THE EFFECTIVE DATE, THIS AGREEMENT SUPERSEDES
12
AND CANCELS ALL PRIOR AGREEMENTS BETWEEN THE PARTIES OR ANY SUBSIDIARY OF
EMPLOYER WHETHER WRITTEN OR ORAL, RELATING TO THE EMPLOYMENT OF EMPLOYEE,
INCLUDING, WITHOUT LIMITATION, THAT CERTAIN EMPLOYMENT AGREEMENT BY AND BETWEEN
EMPLOYER AND EMPLOYEE DATED JUNE 18, 2003.
15.
APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO
ITS CONFLICT OF LAWS PRINCIPLES, AND ALL DISPUTES HEREUNDER SHALL BE RESOLVED IN
THE FEDERAL OR STATE COURTS LOCATED IN MARYLAND. IN ANY DISPUTE RELATING TO THIS
AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO BE REIMBURSED ITS
REASONABLE ATTORNEYS FEES AND COSTS FROM THE NONPREVAILING PARTY.
16.
NOTICES. ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF
PERSONALLY DELIVERED, TELECOPIED OR MAILED, FIRST CLASS, POSTAGE PREPAID,
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO EACH OF THE PARTIES AT ITS OR HIS
ADDRESS OR TELECOPY NUMBER ABOVE WRITTEN OR AS SET FORTH BENEATH THEIR
SIGNATURES BELOW OR AT SUCH OTHER ADDRESS OR TELECOPY NUMBER AS EITHER OF THE
PARTIES MAY DESIGNATE IN CONFORMITY WITH THE FOREGOING.
17.
SECTION HEADINGS. THE SECTION HEADINGS SET