THIS ARTICLE II.
IN THE EVENT COMPANY SEEKS AN
INJUNCTION OR RESTRAINING ORDER AGAINST EXECUTIVE FOR BREACH OF THIS ARTICLE II,
EXECUTIVE WAIVES ANY REQUIREMENT THAT COMPANY POST BOND IN CONNECTION WITH SUCH
REQUEST FOR RELIEF.
2.8
RECOUPMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT COMPANY'S REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH OF ANY OF THE
PROVISIONS OF THIS ARTICLE II OF THE AGREEMENT WOULD BE INADEQUATE AND, 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, EXECUTIVE SHALL
FORFEIT ALL PAYMENTS OTHERWISE DUE UNDER THE AGREEMENT AND SHALL RETURN TO
COMPANY ANY SEVERANCE PAY MADE TO EXECUTIVE PRIOR TO SUCH FORFEITURE.
ARTICLE III
DISPUTE RESOLUTION
3.1
ARBITRATION.
COMPANY AND EXECUTIVE AGREE THAT
ANY CONTROVERSY OR CLAIM (INCLUDING ALL CLAIMS PURSUANT TO COMMON AND STATUTORY
LAW) RELATING TO THIS AGREEMENT OR ARISING OUT OF OR RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT OR EXECUTIVE'S EMPLOYMENT BY COMPANY WILL BE RESOLVED
EXCLUSIVELY THROUGH BINDING ARBITRATION.
SUBJECT TO THE TERMS AND ANY
EXCEPTIONS PROVIDED IN THIS AGREEMENT, THE PARTIES EACH WAIVE THE RIGHT TO A
JURY TRIAL AND WAIVE THE RIGHT TO ADJUDICATE THEIR DISPUTES UNDER THIS AGREEMENT
OUTSIDE THE ARBITRATION FORUM PROVIDED FOR IN THIS AGREEMENT.
THE ARBITRATION
WILL BE ADMINISTERED BY A SINGLE NEUTRAL ARBITRATOR ADMITTED TO PRACTICE LAW IN
TEXAS FOR A MINIMUM OF TEN YEARS.
ANY SUCH ARBITRATION PROCEEDING WILL TAKE
PLACE IN DALLAS COUNTY, TEXAS AND WILL BE ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION ("AAA") DALLAS OFFICE IN ACCORDANCE WITH ITS
THEN-CURRENT APPLICABLE RULES AND PROCEDURES.
THE ARBITRATOR WILL HAVE THE
AUTHORITY TO AWARD THE SAME REMEDIES, DAMAGES AND COSTS THAT A COURT COULD
AWARD.
THE ARBITRATOR WILL ISSUE A REASONED AWARD EXPLAINING THE DECISION, THE
REASONS FOR THE DECISION AND ANY DAMAGES AWARDED.
THE ARBITRATOR'S DECISION
WILL BE FINAL AND BINDING.
THIS PROVISION CAN BE ENFORCED UNDER THE FEDERAL
ARBITRATION ACT.
3.2
ENTITLEMENT TO INJUNCTIVE RELIEF.
AS THE SOLE
EXCEPTION TO THE EXCLUSIVE AND BINDING NATURE OF THE ARBITRATION COMMITMENT SET
FORTH ABOVE, EXECUTIVE AND COMPANY AGREE THAT COMPANY WILL HAVE THE RIGHT TO
INITIATE AN ACTION IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN
DALLAS COUNTY, TEXAS IN ORDER TO REQUEST TEMPORARY, PRELIMINARY AND PERMANENT
INJUNCTIVE OR OTHER EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, SPECIFIC
PERFORMANCE, TO ENFORCE THE TERMS OF SECTIONS 2.2, 2.3, 2.4, OR 2.5 ABOVE,
WITHOUT THE NECESSITY OF PROVING INADEQUACY OF LEGAL REMEDIES OR IRREPARABLE
HARM OR POSTING BOND; PROVIDED, HOWEVER, THAT IF EXECUTIVE IS
11
ENGAGING IN ACTIVITIES PROHIBITED BY SECTION 2.2, 2.3, 2.4 OR 2.5 ABOVE, OUTSIDE
OF DALLAS COUNTY, TEXAS, THE PARTIES HEREBY AGREE THAT THE COMPANY MAY, AT ITS
SOLE OPTION, BRING AN ACTION IN ANY COURT OF COMPETENT JURISDICTION.
NOTHING
HEREIN SHALL PREVENT THE COMPANY FROM PURSUING THE SAME INJUNCTIVE OR EQUITABLE
RELIEF IN THE ARBITRATION PROCEEDINGS.
MOREOVER, NOTHING IN THIS SECTION SHOULD
BE CONSTRUED TO CONSTITUTE A WAIVER OF THE PARTIES' RIGHTS AND OBLIGATIONS TO