CONTAIN CONFIDENTIAL
INFORMATION OR OTHERWISE RELATE TO THE BUSINESS OF THE EMPLOYER, ITS AFFILIATES
AND SUBSIDIARIES, EXCEPT THAT EXECUTIVE MAY RETAIN ONLY THOSE PORTIONS OF ANY
PERSONAL NOTES, NOTEBOOKS AND DIARIES THAT DO NOT CONTAIN ANY CONFIDENTIAL
INFORMATION; AND (Z) NOTIFY AND FULLY COOPERATE WITH THE EMPLOYER REGARDING THE
DELIVERY OR DESTRUCTION OF ANY OTHER CONFIDENTIAL INFORMATION OF WHICH EXECUTIVE
IS OR BECOMES AWARE.
E.
EXECUTIVE SHALL NOT IMPROPERLY USE FOR
THE BENEFIT OF, BRING TO ANY PREMISES OF, DIVULGE, DISCLOSE, COMMUNICATE,
REVEAL, TRANSFER OR PROVIDE ACCESS TO, OR SHARE WITH THE EMPLOYER ANY
CONFIDENTIAL, PROPRIETARY OR NON-PUBLIC INFORMATION OR INTELLECTUAL PROPERTY
RELATING TO A FORMER EMPLOYER OR OTHER THIRD PARTY WITHOUT THE PRIOR WRITTEN
PERMISSION OF SUCH THIRD PARTY.
EXECUTIVE HEREBY INDEMNIFIES, HOLDS HARMLESS
AND AGREES TO DEFEND THE EMPLOYER AND ITS OFFICERS, DIRECTORS, PARTNERS,
EMPLOYEES, AGENTS AND REPRESENTATIVES FROM ANY BREACH OF THE FOREGOING
COVENANT.
EXECUTIVE SHALL COMPLY WITH ALL RELEVANT WRITTEN POLICIES AND
GUIDELINES OF THE EMPLOYER, INCLUDING REGARDING THE PROTECTION OF CONFIDENTIAL
INFORMATION AND INTELLECTUAL PROPERTY AND POTENTIAL CONFLICTS OF INTEREST.
EXECUTIVE ACKNOWLEDGES THAT THE EMPLOYER MAY AMEND ANY SUCH POLICIES AND
GUIDELINES FROM TIME TO TIME, AND THAT EXECUTIVE REMAINS AT ALL TIMES BOUND BY
THEIR MOST CURRENT VERSION.
F.
THE PROVISIONS OF THIS SECTION 9
SHALL SURVIVE THE TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON.
10.
SPECIFIC PERFORMANCE.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE EMPLOYER'S REMEDIES AT LAW FOR A BREACH OR
THREATENED BREACH OF ANY OF THE PROVISIONS OF SECTION 8 OR SECTION 9 WOULD BE
INADEQUATE AND THE EMPLOYER WOULD SUFFER IRREPARABLE DAMAGES AS A RESULT OF SUCH
BREACH OR THREATENED BREACH.
IN RECOGNITION OF THIS FACT, EXECUTIVE AGREES
THAT, IN THE EVENT OF SUCH A BREACH OR THREATENED BREACH, IN ADDITION TO ANY
REMEDIES AT LAW, THE EMPLOYER, WITHOUT POSTING ANY BOND, SHALL BE ENTITLED TO
CEASE MAKING ANY PAYMENTS OR PROVIDING ANY BENEFIT OTHERWISE REQUIRED BY THIS
AGREEMENT AND OBTAIN EQUITABLE RELIEF IN THE FORM OF SPECIFIC PERFORMANCE,
TEMPORARY RESTRAINING ORDER, TEMPORARY OR PERMANENT INJUNCTION OR ANY OTHER
EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE.
11.
ARBITRATION.
EXCEPT AS PROVIDED IN SECTION
10, ANY OTHER DISPUTE ARISING OUT OF OR ASSERTING BREACH OF THIS AGREEMENT, OR
ANY STATUTORY OR COMMON LAW CLAIM BY EXECUTIVE
9
RELATING TO HIS EMPLOYMENT UNDER THIS AGREEMENT OR THE TERMINATION THEREOF
(INCLUDING ANY TORT OR DISCRIMINATION CLAIM), SHALL BE EXCLUSIVELY RESOLVED BY
BINDING STATUTORY ARBITRATION IN ACCORDANCE WITH THE EMPLOYMENT DISPUTE
RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
SUCH ARBITRATION
PROCESS SHALL TAKE PLACE IN NEW YORK, NEW YORK.
A COURT OF COMPETENT
JURISDICTION MAY ENTER JUDGMENT UPON THE ARBITRATOR'S AWARD.
ALL COSTS AND
EXPENSES OF ARBITRATION (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) WITH
RESPECT TO ISSUES ARISING UNDER THIS AGREEMENT (BUT NOT WITH RESPECT TO ANY
ISSUES RELATING TO ANY OF THE EQUITY DOCUMENTS) SHALL BE BORNE BY THE COMPANY,
REGARDLESS OF THE OUTCOME, UNLESS THE ARBITRATOR FINALLY DETERMINES THAT, IN ANY
SUCH ACTION, EXECUTIVE DID NOT ACT IN GOOD FAITH IN INITIATING