MATTERS AND THAT A VIOLATION OF ANY OF THE
TERMS OF SUCH COVENANTS, OBLIGATIONS OR AGREEMENTS WILL CAUSE EMPLOYER
IRREPARABLE INJURY FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
THEREFORE, EXECUTIVE AGREES THAT EMPLOYER SHALL BE ENTITLED TO AN INJUNCTION,
RESTRAINING ORDER OR SUCH OTHER EQUITABLE RELIEF (WITHOUT THE REQUIREMENT TO
POST BOND) AS A COURT OF COMPETENT JURISDICTION MAY DEEM NECESSARY OR
APPROPRIATE TO RESTRAIN EXECUTIVE FROM COMMITTING ANY VIOLATION OF THE
COVENANTS, OBLIGATIONS OR AGREEMENTS REFERRED TO IN THIS SECTION 13.
THESE
INJUNCTIVE REMEDIES ARE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES EMPLOYER MAY HAVE.
IF EMPLOYER DOES NOT SUBSTANTIALLY PREVAIL IN
OBTAINING THE INJUNCTIVE RELIEF IT SEEKS, EMPLOYER SHALL REIMBURSE THE EXECUTIVE
FOR ANY LEGAL EXPENSES INCURRED BY HIM IN DEFENDING AGAINST THE IMPOSITION OF
SUCH INJUNCTIVE RELIEF.
EMPLOYER, HOLDING AND EXECUTIVE HEREBY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN
NEW YORK CITY, IN RESPECT OF THE INJUNCTIVE REMEDIES SET FORTH IN THIS
SECTION 13 AND THE INTERPRETATION AND ENFORCEMENT OF SECTIONS 8, 9, 10, 11, 12
AND 13 INSOFAR AS SUCH INTERPRETATION AND ENFORCEMENT RELATE TO ANY REQUEST OR
APPLICATION FOR INJUNCTIVE RELIEF IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 13, AND THE PARTIES HERETO HEREBY IRREVOCABLY AGREE THAT (I) THE SOLE
AND EXCLUSIVE APPROPRIATE VENUE FOR ANY SUIT OR PROCEEDING RELATING SOLELY TO
SUCH INJUNCTIVE RELIEF SHALL BE IN SUCH A COURT, (II) ALL CLAIMS WITH RESPECT TO
ANY REQUEST OR APPLICATION FOR SUCH INJUNCTIVE RELIEF SHALL BE HEARD AND
DETERMINED EXCLUSIVELY IN SUCH A COURT, (III) ANY SUCH COURT SHALL HAVE
EXCLUSIVE JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT
MATTER OF ANY DISPUTE RELATING TO ANY REQUEST OR APPLICATION FOR SUCH INJUNCTIVE
RELIEF AND (IV) EACH HEREBY WAIVES ANY AND ALL OBJECTIONS AND DEFENSES BASED ON
FORUM, VENUE OR PERSONAL OR SUBJECT MATTER JURISDICTION AS THEY MAY RELATE TO AN
APPLICATION FOR SUCH INJUNCTIVE RELIEF IN A SUIT OR PROCEEDING BROUGHT BEFORE
SUCH A COURT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 13.
ALL DISPUTES
NOT RELATING TO ANY REQUEST OR APPLICATION FOR INJUNCTIVE RELIEF IN ACCORDANCE
WITH THIS SECTION 13 SHALL BE RESOLVED BY ARBITRATION AS CONTEMPLATED BY
SECTION 17(B).
(b)
Employer, Holding and Executive each agree
that Executive has had and will have a prominent role in the management of the
business, and the development of the goodwill, of Holding and its subsidiaries
and has had and will establish and develop relations and contacts with the
principal customers and suppliers of Holding and its subsidiaries in the United
States and the rest of the world, all of which constitute valuable goodwill of,
and could be used by Executive to compete unfairly with, the Holding and its
subsidiaries;
11
(c)
(i) in the course of his employment with
Employer, Executive has obtained and will obtain confidential information and
trade