ANY
TIME, FOR ANY LAWFUL REASON OR FOR NO REASON, WITHOUT ADVANCE NOTICE.
(O)
REMEDIES.
THE PARTIES RECOGNIZE AND AFFIRM THAT IN THE EVENT OF A
BREACH OF SECTIONS 1, 2, 3, AND/OR 4
OF THIS AGREEMENT, MONEY DAMAGES WOULD BE
INADEQUATE AND THE COMPANY WOULD NOT HAVE AN ADEQUATE REMEDY AT LAW.
ACCORDINGLY, THE PARTIES AGREE THAT IN THE EVENT OF SUCH A BREACH OR A
THREATENED BREACH, THE COMPANY MAY, IN ADDITION AND SUPPLEMENTARY TO OTHER
RIGHTS AND REMEDIES EXISTING IN ITS FAVOR, APPLY TO ANY COURT OF LAW OR EQUITY
OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER
RELIEF IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS HEREOF
(WITHOUT POSTING A BOND OR OTHER SECURITY).
IN ADDITION, EXECUTIVE AGREES THAT
IN THE EVENT A COURT OF COMPETENT JURISDICTION FINDS THAT EXECUTIVE VIOLATED
SECTIONS 1, 2, 3, AND/OR 4, ANY TIME PERIODS SET FORTH IN THOSE SECTIONS SHALL
BE TOLLED UNTIL SUCH BREACH OR VIOLATION HAS BEEN CURED.
EXECUTIVE FURTHER
AGREES THAT THE COMPANY SHALL HAVE THE RIGHT TO OFFSET THE AMOUNT OF ANY DAMAGES
RESULTING FROM A BREACH BY EXECUTIVE OF SECTIONS 1, 2, 3, AND/OR 4 AGAINST ANY
PAYMENTS DUE EXECUTIVE UNDER THIS AGREEMENT.
THE PARTIES AGREE THAT IF ONE OF
THE PARTIES IS FOUND BY A COURT OF COMPETENT JURISDICTION TO HAVE BREACHED THIS
AGREEMENT, THE BREACHING PARTY WILL BE REQUIRED TO PAY THE NON-BREACHING PARTY'S
REASONABLE ATTORNEYS' FEES AND COSTS.
8
(P)
WAIVER OF TRIAL BY JURY.
I.
WAIVER.
THE PARTIES EACH WAIVE THE RIGHT TO TRIAL BY JURY WITH
REGARD TO ALL DISPUTES (AS DEFINED IN THIS PARAGRAPH).
FOR THE PURPOSE OF THIS
PROVISION, THE TERM "DISPUTES" MEANS ANY CONTROVERSY OR CLAIM (INCLUDING ALL
CLAIMS PURSUANT TO COMMON AND/OR STATUTORY LAW) BETWEEN EXECUTIVE AND THE
COMPANY AND/OR ANY COMPANY AFFILIATE(S) AS APPLICABLE.
THE TERM DISPUTES
INCLUDES, WITHOUT LIMITATION, ALL CONTROVERSIES AND/OR CLAIMS RELATING TO THIS
AGREEMENT AND/OR ARISING OUT OF AND/OR RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT, EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR ANY COMPANY AFFILIATE(S),
AND/OR EXECUTIVE'S TERMINATION OR RESIGNATION FROM EMPLOYMENT WITH SAME,
REGARDLESS OF WHETHER THE EMPLOYMENT TERMINATION OR RESIGNATION IS VOLUNTARY,
INVOLUNTARY, FOR CAUSE, OR NOT FOR CAUSE.
II.
ACKNOWLEDGEMENT OF KNOWING & VOLUNTARY JURY TRIAL WAIVER.
BY
EXECUTING THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT (A) EXECUTIVE HAS BEEN
ADVISED BY VIRTUE OF THIS PART OF THE AGREEMENT TO CONSULT WITH AN ATTORNEY
REGARDING THE TERMS OF THIS AGREEMENT, INCLUDING THE WAIVER OF TRIAL BY JURY;
(B) EXECUTIVE HAS CONSULTED WITH, OR HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH,
AN ATTORNEY OF
EXECUTIVE'S OWN CHOOSING REGARDING THE TERMS OF THIS AGREEMENT,
INCLUDING THE WAIVER OF TRIAL BY JURY; (C) EXECUTIVE HAS READ THIS AGREEMENT AND
FULLY UNDERSTANDS THE TERMS OF THIS AGREEMENT AND THEIR IMPORT; AND
(D) EXECUTIVE IS ENTERING INTO THIS AGREEMENT, INCLUDING THE WAIVER OF TRIAL BY
JURY, KNOWINGLY, VOLUNTARILY, OF EXECUTIVE'S OWN FREE WILL, AND WITHOUT ANY
COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OF ANY KIND.
(Q)
SETTLEMENT OF EXISTING