FOR ANY ALLEGED
VIOLATION OF SECTION 7, AS WELL AS ANY CLAIM, COUNTERCLAIM OR CROSSCLAIM BROUGHT
BY THE EXECUTIVE OR ANY THIRD-PARTY IN RESPONSE TO, OR IN CONNECTION WITH ANY
COURT ACTION COMMENCED BY THE COMPANY SEEKING SAID INJUNCTIVE RELIEF SHALL
REMAIN EXCLUSIVELY SUBJECT TO FINAL AND BINDING ARBITRATION AS PROVIDED FOR
HEREIN.
THE COMPANY AND EXECUTIVE HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION WHICH EITHER MAY NOW OR HEREAFTER HAVE TO SUCH
JURISDICTION, VENUE AND ANY DEFENSE OF INCONVENIENT FORUM.
THUS, EXCEPT FOR THE
CLAIMS CARVED OUT ABOVE, THIS AGREEMENT INCLUDES ALL COMMON-LAW AND STATUTORY
CLAIMS (WHETHER ARISING UNDER FEDERAL STATE OR LOCAL LAW), INCLUDING, BUT NOT
LIMITED TO, ANY CLAIM FOR BREACH OF CONTRACT, FRAUD, FRAUD IN THE INDUCEMENT,
UNPAID WAGES, WRONGFUL TERMINATION, AND GENDER, AGE, NATIONAL ORIGIN, SEXUAL
ORIENTATION, MARITAL STATUS, DISABILITY, OR ANY OTHER PROTECTED STATUS.
18
(C)
ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE FILED EXCLUSIVELY
WITH THE AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK BEFORE THREE
ARBITRATORS, IN ACCORDANCE WITH THE NATIONAL RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AT THE
TIME OF SUBMISSION TO ARBITRATION.
THE COMPANY AND EXECUTIVE HEREBY AGREE THAT
A JUDGMENT UPON AN AWARD RENDERED BY THE ARBITRATORS MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
THE COMPANY SHALL PAY ALL COSTS UNIQUELY ATTRIBUTABLE TO ARBITRATION, INCLUDING
THE ADMINISTRATIVE FEES AND COSTS OF THE ARBITRATORS.
EACH PARTY SHALL PAY THAT
PARTY'S OWN COSTS AND ATTORNEY FEES, IF ANY, UNLESS THE ARBITRATORS
RULE OTHERWISE.
THE EXECUTIVE UNDERSTANDS THAT HE IS GIVING UP NO SUBSTANTIVE
RIGHTS, AND THIS AGREEMENT SIMPLY GOVERNS FORUM.
THE ARBITRATORS SHALL APPLY
THE SAME STANDARDS A COURT WOULD APPLY TO AWARD ANY DAMAGES, ATTORNEY FEES OR
COSTS.
THE EXECUTIVE SHALL NOT BE REQUIRED TO PAY ANY FEE OR COST THAT HE WOULD
NOT OTHERWISE BE REQUIRED TO PAY IN A COURT ACTION, UNLESS SO ORDERED BY THE
ARBITRATORS.
(D)
BY SIGNING THIS AGREEMENT, EXECUTIVE AND THE COMPANY ACKNOWLEDGE
THAT THE RIGHT TO A COURT TRIAL AND TRIAL BY JURY IS OR VALUE, AND KNOWINGLY AND
VOLUNTARILY WAIVE THAT RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THIS
ARBITRATION PROVISION.
15.
TITLES AND CAPTIONS.
ALL PARAGRAPH TITLES OR CAPTIONS IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE, LIMIT, EXTEND OR
DESCRIBE THE SCOPE OR INTENT OF ANY PROVISION HEREOF.
16.
JOINT DRAFTING.
IN RECOGNITION OF THE FACT THAT THE PARTIES
HERETO HAD AN EQUAL OPPORTUNITY TO NEGOTIATE THE LANGUAGE OF, AND DRAFT, THIS
AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE IS NO SINGLE DRAFTER OF
THIS AGREEMENT AND THEREFORE, THE GENERAL RULE THAT AMBIGUITIES ARE TO BE
CONSTRUED AGAINST THE DRAFTER IS, AND SHALL BE, INAPPLICABLE.
IF ANY LANGUAGE
IN THIS AGREEMENT IS FOUND OR CLAIMED TO BE AMBIGUOUS, EACH PARTY SHALL HAVE THE
SAME OPPORTUNITY TO PRESENT EVIDENCE AS TO THE ACTUAL INTENT OF THE PARTIES WITH