IF SUCH SECURITIES ARE LISTED IN
ANY NATIONAL OR REGIONAL SECURITIES EXCHANGE OR HAVE BEEN REGISTERED UNDER
SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934.
AS USED IN THIS SECTION,
"SYNDICATED ENERGY RESEARCH BUSINESS" MEANS ANY OF THE RESEARCH, ANALYSIS,
ADVISORY, CONSULTING AND/OR APPLICATIONS BUSINESSES REGARDING THE ENERGY
INDUSTRIES ENGAGED IN BY CERA OR ANY OF ITS SUBSIDIARIES, BUT DOES NOT IN ANY
EVENT, DURING THE ONE YEAR PERIOD FOLLOWING TERMINATION OF EMPLOYMENT, INCLUDE
CONSULTING WITH AN INVESTMENT BANK, A PRIVATE EQUITY GROUP, AN ACADEMIC OR THINK
TANK INSTITUTION OR, ON A SUBSTANTIALLY FULL-TIME OR PART-TIME BASIS, ANY OTHER
SINGLE ENTERPRISE PROVIDED NONE OF THE FOREGOING ENGAGES IN OR INTENDS TO ENGAGE
IN THE ENERGY CONSULTING BUSINESS.
ALTHOUGH EXECUTIVE ACKNOWLEDGES AND AGREES
THAT THE RESTRICTIONS HEREIN ARE REASONABLE, TO THE
7
EXTENT THAT ANY PART OF THIS SECTION 6 MAY BE INVALID, ILLEGAL OR UNENFORCEABLE
FOR ANY REASON, IT IS INTENDED THAT SUCH PART SHALL BE ENFORCEABLE TO THE
MAXIMUM EXTENT THAT A COURT OF COMPETENT JURISDICTION SHALL DETERMINE THAT SUCH
PART, IF MORE LIMITED IN SCOPE, WOULD HAVE BEEN ENFORCEABLE, AND SUCH PART SHALL
BE DEEMED TO HAVE BEEN SO WRITTEN AND THE REMAINING PARTS SHALL AS WRITTEN BE
EFFECTIVE AND ENFORCEABLE IN ALL EVENTS.
7.
MISCELLANEOUS.
7.1
ENTIRE AGREEMENT; AMENDMENTS.
THIS
AGREEMENT AND THE EMPLOYEE INVENTION AND NON-DISCLOSURE AGREEMENT ARE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES ON THE SUBJECT MATTER AND SUPERSEDE ANY PRIOR
UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS BETWEEN THE PARTIES, WRITTEN OR
ORAL, TO THE EXTENT THEY RELATED TO THE SUBJECT MATTER HEREOF, INCLUDING,
WITHOUT LIMITATION, THE EMPLOYMENT AGREEMENT DATED FEBRUARY 12, 1999 BETWEEN
CERA AND THE EXECUTIVE ("PRIOR EMPLOYMENT AGREEMENT").
ANYTHING IN THE PRIOR
EMPLOYMENT AGREEMENT TO BE CONTRARY NOTWITHSTANDING, NONE OF THE SECTIONS OR
TERMS THEREOF SHALL SURVIVE THE TERMINATION OF THE PRIOR EMPLOYMENT AGREEMENT.
THE PARTIES HAVE ENTERED INTO A SEPARATE NON-COMPETITION AGREEMENT ON THE DATE
HEREOF ("NON-COMPETITION AGREEMENT"), AND NOTHING IN THIS AGREEMENT IS INTENDED
TO LIMIT ANY RIGHTS OF THE COMPANY OR ITS AFFILIATES UNDER THE NON-COMPETITION
AGREEMENT.
THE NON-COMPETITION COVENANTS IN SECTION 6 OF THIS AGREEMENT ARE IN
ADDITION TO, AND NOT IN ANY WAY INTENDED TO LIMIT, THE NON-COMPETITION COVENANTS
IN THE NON-COMPETITION AGREEMENT.
NO AMENDMENT OF ANY PROVISION OF THIS
AGREEMENT SHALL BE VALID UNLESS IN WRITING AND SIGNED BY THE COMPANY AND
EXECUTIVE.
NO WAIVER BY ANY PARTY OF ANY DEFAULT, MISREPRESENTATION, OR BREACH
OF WARRANTY OR COVENANT HEREUNDER, WHETHER INTENTIONAL OR NOT, SHALL BE DEEMED
TO EXTEND TO ANY PRIOR OR SUBSEQUENT DEFAULT, MISREPRESENTATION, OR BREACH OF
WARRANTY OR COVENANT HEREUNDER OR AFFECT IN ANY WAY ANY RIGHTS ARISING BY VIRTUE
OF ANY PRIOR OR SUBSEQUENT SUCH OCCURRENCE.
7.2
ARBITRATION.
ANY CONTROVERSY, DISPUTE, OR
CLAIM BETWEEN THE EXECUTIVE AND THE COMPANY
ARISING OUT OF, IN CONNECTION WITH,
OR IN RELATION TO THE INTERPRETATION, PERFORMANCE OR BREACH OF THIS AGREEMENT
WILL BE RESOLVED EXCLUSIVELY BY CONFIDENTIAL ARBITRATION CONDUCTED IN BOSTON,
MASSACHUSETTS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE
AMERICAN ARBITRATION ASSOCIATION AT THAT TIME