SHALL BE TOLLED DURING ANY PERIOD OF SUCH VIOLATION.
H.
EQUITABLE RELIEF.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
THE CONTRARY, IN THE EVENT OF A BREACH OR THREATENED BREACH BY EITHER PARTY OF
THE PROVISIONS OF SECTION 5, (I) THE EXECUTIVE ACKNOWLEDGES THAT MRV'S AND ITS
AFFILIATES' REMEDIES AT LAW WOULD BE INADEQUATE AND MRV ACKNOWLEDGES THAT THE
EXECUTIVE'S REMEDIES AT LAW WOULD BE INADEQUATE AND, IN RECOGNITION OF THIS
FACT, EACH PARTY AGREES THAT, IN THE EVENT OF SUCH A BREACH OR THREATENED
BREACH, IN ADDITION TO ANY REMEDIES AT LAW, EACH PARTY, WITHOUT POSTING ANY
BOND, SHALL BE ENTITLED TO OBTAIN EQUITABLE RELIEF IN THE FORM OF SPECIFIC
5
PERFORMANCE, A TEMPORARY RESTRAINING ORDER, A TEMPORARY OR PERMANENT INJUNCTION
OR ANY OTHER EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE AND (II) ANY
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO SECTION 5 WILL NOT BE SETTLED
BY MEDIATION OR ARBITRATION AND THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN LOS ANGELES, CALIFORNIA
FOR ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING
SECTION 5 OF THIS AGREEMENT.
I.
REFORMATION.
IF IT IS DETERMINED BY ANY COURT OF COMPETENT
JURISDICTION THAT THE COVENANTS IN THIS SECTION 5 ARE UNENFORCEABLE UNDER THE
LAWS OF ANY STATE BY REASON OF THEIR EXTENDING FOR TOO GREAT A PERIOD OF TIME OR
OVER TOO GREAT A GEOGRAPHICAL AREA OR BY REASON OF THEIR BEING TOO EXTENSIVE IN
ANY OTHER RESPECT, THEY SHALL BE INTERPRETED TO EXTEND ONLY OVER THE MAXIMUM
PERIOD OF TIME FOR WHICH THEY MAY BE ENFORCEABLE AND/OR OVER THE MAXIMUM
GEOGRAPHICAL AREA AS TO WHICH THEY MAY BE ENFORCEABLE AND/OR TO THE MAXIMUM
EXTENT IN ALL OTHER RESPECTS AS TO WHICH THEY MAY BE ENFORCEABLE, ALL AS
DETERMINED BY SUCH COURT IN SUCH ACTION.
6.
GENERAL RELEASE.
A.
FOR AND IN CONSIDERATION OF THE PAYMENTS TO BE MADE AND THE
PROMISES SET FORTH IN THIS AGREEMENT, THE EXECUTIVE, FOR HIMSELF AND FOR HIS
HEIRS, DEPENDENTS, ASSIGNS, AGENTS, EXECUTORS, ADMINISTRATORS, TRUSTEES AND
LEGAL REPRESENTATIVES (COLLECTIVELY, THE "RELEASORS") HEREBY FOREVER RELEASES,
WAIVES AND DISCHARGES THE RELEASED PARTIES (AS DEFINED BELOW) FROM EACH AND
EVERY CLAIM, DEMAND, CAUSE OF ACTION, FEE, LIABILITY OR RIGHT OF ANY SORT (BASED
UPON LEGAL OR EQUITABLE THEORY, WHETHER CONTRACTUAL, COMMON-LAW, STATUTORY,
FEDERAL, STATE, LOCAL OR OTHERWISE), KNOWN OR UNKNOWN, WHICH RELEASORS EVER HAD,
NOW HAVE, OR HEREAFTER MAY HAVE AGAINST THE RELEASED PARTIES BY REASON OF ANY
ACTUAL OR ALLEGED ACT, OMISSION, TRANSACTION, PRACTICE, POLICY, PROCEDURE,
CONDUCT, OCCURRENCE, OR OTHER MATTER FROM THE BEGINNING OF THE WORLD UP TO AND
INCLUDING THE EFFECTIVE DATE (AS DEFINED IN SECTION 18), INCLUDING WITHOUT
LIMITATION, THOSE IN CONNECTION WITH, OR IN ANY WAY RELATED TO OR ARISING OUT
OF, THE EXECUTIVE'S EMPLOYMENT OR TERMINATION OF EMPLOYMENT OR ANY OTHER
AGREEMENT, UNDERSTANDING, RELATIONSHIP, ARRANGEMENT, ACT, OMISSION OR
OCCURRENCE, WITH THE RELEASED PARTIES.
B.
WITHOUT LIMITING THE GENERALITY OF THE PREVIOUS PARAGRAPH, THIS
RELEASE IS INTENDED TO AND