OR THREATENED VIOLATION OF
SECTION 7, (III) NO BOND WILL NEED TO BE POSTED FOR THE COMPANY TO RECEIVE SUCH
AN INJUNCTION, ORDER OR OTHER RELIEF AND (IV) NO PROOF WILL BE REQUIRED THAT
MONETARY DAMAGES FOR VIOLATIONS OF SECTION 7 WOULD BE DIFFICULT TO CALCULATE AND
THAT REMEDIES AT LAW WOULD BE INADEQUATE.
(C)
JURISDICTION AND CHOICE OF FORUM. THE
EXECUTIVE AND THE COMPANY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF NEW YORK OVER ANY EMPLOYMENT
MATTER THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 9(A).
THIS INCLUDES ANY ACTION OR PROCEEDING TO COMPEL ARBITRATION OR TO ENFORCE AN
ARBITRATION AWARD.
BOTH THE EXECUTIVE AND THE COMPANY (I) ACKNOWLEDGE THAT THE
FORUM STATED IN THIS SECTION 9(C) HAS A REASONABLE RELATION TO THIS AGREEMENT
AND TO THE RELATIONSHIP BETWEEN THE EXECUTIVE AND THE COMPANY AND THAT THE
SUBMISSION TO THE FORUM WILL APPLY EVEN IF THE FORUM CHOOSES TO APPLY NON-FORUM
LAW, (II) WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY OBJECTION TO PERSONAL
JURISDICTION OR TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING COVERED BY
THIS SECTION 9(C) IN THE FORUM STATED IN THIS SECTION 9(C), (III) AGREE NOT TO
COMMENCE ANY SUCH ACTION OR PROCEEDING IN ANY FORUM OTHER THAN THE FORUM STATED
IN THIS SECTION 9(C) AND (IV) AGREE THAT, TO THE EXTENT PERMITTED BY LAW, A
FINAL AND NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT WILL BE CONCLUSIVE AND BINDING ON THE EXECUTIVE AND THE COMPANY.
HOWEVER,
NOTHING IN THIS AGREEMENT PRECLUDES THE EXECUTIVE OR THE COMPANY FROM BRINGING
ANY ACTION OR PROCEEDING IN ANY COURT FOR THE PURPOSE OF ENFORCING THE
PROVISIONS OF SECTION 9(A) AND THIS SECTION 9(C).
(D)
WAIVER OF JURY TRIAL.
TO THE EXTENT
PERMITTED BY LAW, THE EXECUTIVE AND THE COMPANY WAIVE ANY AND ALL RIGHTS TO A
JURY TRIAL WITH RESPECT TO ANY EMPLOYMENT MATTER.
(E)
GOVERNING LAW.
THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE.
(F)
COSTS.
THE COMPANY WILL REIMBURSE AS
INCURRED ANY REASONABLE EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES, THE
EXECUTIVE INCURS AS A RESULT OF ANY EMPLOYMENT MATTER, PROVIDED THAT THE
EXECUTIVE SHALL PROMPTLY RETURN ANY SUCH REIMBURSEMENTS IF FOUND BY AN
ARBITRATOR TO HAVE BROUGHT OR DEFENDED SUCH EMPLOYMENT MATTER IN BAD FAITH.
10.
MISCELLANEOUS.
(A)
THE CAPTIONS OF THIS AGREEMENT ARE NOT PART
OF THE PROVISIONS HEREOF AND SHALL HAVE NO FORCE OR EFFECT.
THIS AGREEMENT MAY
NOT BE AMENDED OR MODIFIED
15
OTHERWISE THAN BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
(B)
ALL NOTICES AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER
PARTY OR BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED AS FOLLOWS:
If to the Executive: