SECTION 9, WITH AN
ATTORNEY OF HIS CHOICE AND HE HAS DONE SO TO THE EXTENT HE DESIRED.
EXECUTIVE
AND THE COMPANY AGREE THAT THE RESTRICTIONS AND REMEDIES CONTAINED IN THIS
SECTION 9 ARE REASONABLE AND NECESSARY TO PROTECT THE COMPANY'S LEGITIMATE
BUSINESS INTERESTS REGARDLESS OF THE REASON FOR OR CIRCUMSTANCES GIVING RISE TO
SUCH TERMINATION AND THAT HE AND THE COMPANY INTEND THAT SUCH RESTRICTIONS AND
REMEDIES SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
EXECUTIVE AGREES THAT GIVEN THE SCOPE OF
10
THE COMPANY'S BUSINESS AND THE SOPHISTICATION OF THE INFORMATION HIGHWAY, ANY
FURTHER GEOGRAPHIC LIMITATION ON SUCH REMEDIES AND RESTRICTIONS WOULD DENY THE
COMPANY THE PROTECTION TO WHICH IT IS ENTITLED HEREUNDER.
IF IT SHALL BE FOUND
BY A COURT OF COMPETENT JURISDICTION THAT ANY SUCH RESTRICTION OR REMEDY IS
UNENFORCEABLE BUT WOULD BE ENFORCEABLE IF SOME PART THEREOF WERE DELETED OR
MODIFIED, THEN SUCH RESTRICTION OR REMEDY SHALL APPLY WITH SUCH MODIFICATION AS
SHALL BE NECESSARY TO MAKE IT ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE
UNDER LAW.
9.06.
MUTUALLY NON-DISPARAGEMENT.
NEITHER EXECUTIVE NOR SENIOR
EXECUTIVES OF EMPLOYER WILL MAKE OR AUTHORIZE ANY PUBLIC STATEMENT DISPARAGING
THE OTHER IN ITS OR HIS BUSINESS INTERESTS AND AFFAIRS. NOTWITHSTANDING THE
FOREGOING, NEITHER PARTY SHALL BE (I) REQUIRED TO MAKE ANY STATEMENT THAT IT OR
HE BELIEVES TO BE FALSE OR INACCURATE, OR (II) RESTRICTED IN CONNECTION WITH ANY
LITIGATION, ARBITRATION OR SIMILAR PROCEEDING OR WITH RESPECT TO ITS RESPONSE TO
ANY LEGAL PROCESS.
9.07.
OTHER DUTIES OF EMPLOYEE DURING AND AFTER EMPLOYMENT
PERIOD.
BOTH DURING AND AFTER THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL, UPON REASONABLE NOTICE, FURNISH SUCH INFORMATION AS MAY BE IN HIS
POSSESSION TO, AND COOPERATE WITH, THE COMPANY AS MAY REASONABLY BE REQUESTED BY
THE COMPANY IN CONNECTION WITH ANY LITIGATION IN WHICH THE COMPANY IS OR MAY BE
A PARTY.
9.08.
BREACHES OF PROVISIONS.
IF EXECUTIVE BREACHES ANY OF THE
PROVISIONS OF THIS SECTION 9 THEN, AND IN ANY SUCH EVENT, IN ADDITION TO OTHER
REMEDIES AVAILABLE TO EMPLOYER, EXECUTIVE SHALL NOT BE ENTITLED TO ANY
TERMINATION COMPENSATION, INCLUDING ANY TERMINATION COMPENSATION MADE TO HIM
HEREUNDER PRIOR TO EMPLOYER'S DISCOVERY OF SUCH BREACH.
SECTION 10
MISCELLANEOUS
10.01.
NOTICES. ANY NOTICE, CONSENT, OR AUTHORIZATION REQUIRED OR PERMITTED
TO BE GIVEN PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING AND SENT TO THE PARTY
FOR OR TO WHOM INTENDED, AT THE ADDRESS OF SUCH PARTY SET FORTH BELOW, BY
CERTIFIED MAIL, POSTAGE PAID, OR AT SUCH OTHER ADDRESS AS EITHER PARTY SHALL
DESIGNATE BY NOTICE GIVEN TO THE OTHER IN THE MANNER PROVIDED HEREIN.
11
If to Employer:
Attention:
Steven Balasiano, Esq.
Vice President & General Counsel
The Children's Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, NJ 07094
With Copies to:
Ezra Dabah
Chairman/Chief Executive Officer
The Children's Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, NJ 07094
If to Executive:
Neal Goldberg
8 Camelot Drive
Livingston, NJ 07039
With Copies to:
Hollis Gonerka Bart, Esq.
McGuire Woods LLP
65 E. 55th Street