PARTIES AGREE
THAT IN THE EVENT OF SUCH A BREACH BY EXECUTIVE, IF THE COMPANY SO ELECTS, THE
COMPANY AND/OR ITS RELATED ENTITIES SHALL BE ENTITLED, IN ADDITION TO ALL OTHER
REMEDIES AVAILABLE TO IT, TO ENFORCE THIS SECTION 4 BY SEEKING AN INJUNCTION,
RESTRAINING ORDER, SPECIFIC PERFORMANCE OR OTHER INJUNCTIVE RELIEF, WITHOUT
BOND.
SUCH REMEDIES SHALL NOT BE DEEMED TO BE EXCLUSIVE OF ANY OTHER REMEDIES
AVAILABLE TO THE COMPANY AND/OR ITS RELATED ENTITIES, BY JUDICIAL OR ARBITRAL
PROCEEDINGS OR OTHERWISE.
(IV)
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY'S
AGREEMENT TO PROVIDE THE BENEFITS PAYABLE TO EXECUTIVE UPON TERMINATION OF
EMPLOYMENT PURSUANT TO SECTION 5 ARE ADDITIONAL CONSIDERATION FOR EXECUTIVE'S
AGREEMENT TO ABIDE BY THE RESTRICTIVE COVENANTS CONTAINED IN THIS SECTION 4
INCLUDING, WITHOUT LIMITATION, THE NON-SOLICITATION AND NON-COMPETITION
PROVISIONS OF SECTION 4(D) AND THE COMPANY SHALL BE RELEASED FROM ANY OBLIGATION
TO PROVIDE
11
SUCH BENEFITS IN THE EVENT THAT EXECUTIVE HAS VIOLATED ANY OF THESE COVENANTS.
(V)
THE COMPANY
(A)
THE COMPANY (FOR ITSELF AND AS AGENT AND
TRUSTEE FOR AND ON BEHALF OF EACH OF THE RELATED ENTITIES) AND THE EXECUTIVE
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE ENGLISH
COURTS IN RELATION TO ANY LEGAL ACTION OR PROCEEDINGS OF ANY KIND WHATSOEVER TO
ENFORCE SECTIONS 4(C) AND (D) AND THIS SECTION 4(E) (INCLUDING, WITHOUT
LIMITATION, BY WAY OF INTERIM OR FINAL INJUNCTION, AN ACCOUNT OF PROFIT OR ANY
OTHER EQUITABLE RELIEF OR AN ACTION FOR DAMAGES OR RESTITUTION OR ANY OTHER
MONETARY REMEDY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH SECTIONS
4(C) AND (D) AND THIS SECTION 4(E) ("PROCEEDINGS").
(B)
THE EXECUTIVE HEREBY WAIVES ANY OBJECTION TO
PROCEEDINGS IN THE ENGLISH COURTS ON THE GROUNDS OF VENUE OR ON THE GROUNDS THAT
THE PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER
IRREVOCABLY AGREES THAT A JUDGMENT OR ORDER IN ANY PROCEEDINGS BROUGHT IN THE
ENGLISH COURTS SHALL BE CONCLUSIVE AND BINDING ON HIM AND MAY BE ENFORCED IN THE
COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES REFERRED TO IN
SECTION 10(E) AND IN THE COURTS OF ANY OTHER JURISDICTION.
(C)
NOTWITHSTANDING THE SUBMISSIONS IN PARAGRAPH
(A) ABOVE, THE COMPANY AND EACH OF THE RELATED ENTITIES SHALL HAVE THE RIGHT TO
TAKE PROCEEDINGS IN ANY OTHER JURISDICTION, INCLUDING FOR THE AVOIDANCE OF DOUBT
IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES REFERRED TO IN
SECTION 10(E), AND THE TAKING OF PROCEEDINGS IN ANY JURISDICTION SHALL NOT
PRECLUDE THE COMPANY OR ANY RELATED ENTITY FROM TAKING PROCEEDINGS IN ANY OTHER
JURISDICTION, WHETHER CONCURRENTLY OR NOT.
IN PARTICULAR, BUT WITHOUT PREJUDICE
TO THE GENERALITY OF THE FOREGOING, THE COMPANY AND EACH OF THE RELATED ENTITIES
SHALL HAVE THE RIGHT TO TAKE PROCEEDINGS WITH A VIEW TO OBTAINING INTERIM RELIEF
IN ANY JURISDICTION AS THEY MAY THINK FIT.
(VI)
EACH RELATED ENTITY, WHETHER OR NOT IN
EXISTENCE AT THE DATE OF THIS AGREEMENT BUT ONLY FOR SO LONG AS IT REMAINS A
RELATED ENTITY, MAY TAKE