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 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 OR PURSUING SUCH ACTION.
WITH RESPECT TO ANY ARBITRATION ARISING
OUT OF OR IN CONNECTION WITH THE EQUITY DOCUMENTS, ALL COSTS AND EXPENSES OF
SUCH ARBITRATION SHALL BE BORNE BY THE RESPECTIVE PARTY INCURRING SUCH COSTS AND
EXPENSES.
12.
MISCELLANEOUS.
A.
LEGAL FEES.
TO THE EXTENT NOT
OTHERWISE PAID IN CONNECTION WITH THE NEGOTIATION OF ANY AGREEMENT AND THE
EQUITY DOCUMENTS FOR ANY OTHER SENIOR EXECUTIVE OF THE COMPANY, THE COMPANY
SHALL REIMBURSE THE REASONABLE LEGAL FEES AND EXPENSES OF WILLKIE FARR
9
& GALLAGHER LLP THAT EXECUTIVE INCURS THAT RELATE SOLELY TO THE NEGOTIATION OF
THIS AGREEMENT AND THE EQUITY DOCUMENTS PRIOR TO THE EXECUTION THEREOF.
THE
COMPANY SHALL NOT REIMBURSE EXECUTIVE FOR ANY OTHER LEGAL FEES AND EXPENSES,
EXCEPT AS OTHERWISE PROVIDED FOR IN SECTION 11 OF THIS AGREEMENT.
B.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CONNECTICUT, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
C.
ENTIRE AGREEMENT/AMENDMENTS.
THIS
AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
EMPLOYMENT OF EXECUTIVE BY THE EMPLOYER.
THERE ARE NO RESTRICTIONS, AGREEMENTS,
PROMISES, WARRANTIES,