TO ANY REMEDIES AT LAW, THE
COMPANY, 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. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, NEITHER PARTY SHALL OPPOSE ANY MOTION THE OTHER PARTY MAY MAKE FOR
ANY EXPEDITED DISCOVERY OR HEARING IN CONNECTION WITH ANY ALLEGED BREACH OF THIS
SECTION 2.
(E)
COOPERATION WITH LITIGATION
YOU AGREE TO COOPERATE WITH AND MAKE YOURSELF READILY AVAILABLE TO ORBITZ AND
ITS GENERAL COUNSEL, AS THE COMPANY MAY REASONABLY REQUEST, TO ASSIST IT IN ANY
MATTER REGARDING ORBITZ AND/OR ITS AFFILIATES, SUBSIDIARIES, AND THEIR
PREDECESSORS, INCLUDING GIVING TRUTHFUL TESTIMONY IN ANY LITIGATION OR POTENTIAL
LITIGATION INVOLVING ORBITZ AND/OR ITS AFFILIATES, SUBSIDIARIES, AND THEIR
PREDECESSORS, OVER WHICH YOU HAVE KNOWLEDGE OR INFORMATION. THE COMPANY WILL
REIMBURSE YOU FOR ANY AND ALL REASONABLE EXPENSES REASONABLY INCURRED IN
CONNECTION WITH SUCH COOPERATION BY YOU.
(F)
SURVIVAL
THE PROVISIONS OF THIS SECTION 2 SHALL SURVIVE THE TERMINATION OF YOUR
EMPLOYMENT FOR ANY REASON.
3.
Miscellaneous
(a)
Governing Law
This agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to conflicts
of laws principles thereof.
(b)
Amendments
This agreement may not be altered, modified, or amended except
by written instrument signed by the parties hereto.
(c)
No Waiver
The failure of a party to insist upon strict adherence to any
term of this agreement on any occasion shall not be considered a waiver of such
party's rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this agreement.
(d)
Severability
In the event that any one or more of the provisions of this
agreement shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions of this
agreement shall not be affected thereby.
(E)
ASSIGNMENT
THIS AGREEMENT, AND ALL OF YOUR RIGHTS AND DUTIES HEREUNDER,
SHALL NOT BE ASSIGNABLE OR DELEGABLE BY YOU. ANY PURPORTED ASSIGNMENT OR
DELEGATION BY YOU IN VIOLATION OF THE FOREGOING SHALL BE NULL AND VOID AB INITIO
AND OF NO FORCE AND EFFECT. THIS AGREEMENT MAY BE ASSIGNED BY THE COMPANY TO A
PERSON OR ENTITY WHICH IS AN AFFILIATE OR A SUCCESSOR IN INTEREST TO
SUBSTANTIALLY ALL OF THE BUSINESS OPERATIONS OF THE COMPANY. UPON SUCH
ASSIGNMENT, THE RIGHTS AND OBLIGATIONS OF THE COMPANY HEREUNDER SHALL BECOME THE
RIGHTS AND OBLIGATIONS OF SUCH AFFILIATE OR SUCCESSOR PERSON OR ENTITY.
(F)
SET OFF; NO MITIGATION. THE COMPANY'S OBLIGATION TO PAY YOU THE AMOUNTS
PROVIDED AND TO MAKE THE ARRANGEMENTS PROVIDED HEREUNDER SHALL BE SUBJECT TO
SET-OFF, COUNTERCLAIM OR RECOUPMENT OF AMOUNTS OWED BY YOU TO THE COMPANY. YOU
SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT PROVIDED FOR
PURSUANT TO