J*A*M*S/ENDISPUTE
COMPREHENSIVE ARBITRATION RULES AND PROCEDURES, AS APPLICABLE, BUT EXPRESSLY
EXCLUDING RULE 28 OF THE J*A*M*S/ ENDISPUTE STREAMLINED RULES AND RULE 33 OF THE
J*A*M*S/ENDISPUTE COMPREHENSIVE RULES, AS THE CASE MAY BE.
ALL ARBITRATION
PROCEDURES SHALL BE HELD IN FORT LAUDERDALE, FLORIDA AND SHALL BE SUBJECT TO THE
CHOICE OF LAW PROVISIONS SET FORTH IN SECTION 15 OF THIS AGREEMENT.
Ms. Cinda Hallman
March 9, 2004
Page 12
B)
IN THE EVENT OF ANY DISPUTE ARISING OUT OF OR
RELATING TO THIS AGREEMENT FOR WHICH ANY PARTY IS SEEKING INJUNCTIVE RELIEF,
SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF, SUCH MATTER MAY BE RESOLVED BY
LITIGATION.
ACCORDINGLY, THE PARTIES SHALL SUBMIT SUCH MATTER TO THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
FLORIDA OR, IF JURISDICTION IS NOT AVAILABLE THEREIN, ANY OTHER COURT LOCATED IN
BROWARD COUNTY, FLORIDA, AND HEREBY WAIVE ANY AND ALL OBJECTIONS TO SUCH
JURISDICTION OR VENUE THAT THEY MAY HAVE.
EACH PARTY AGREES THAT PROCESS MAY BE
SERVED UPON SUCH PARTY IN ANY MANNER AUTHORIZED UNDER THE LAWS OF THE UNITED
STATES OR FLORIDA, AND WAIVES ANY OBJECTIONS THAT SUCH PARTY MAY OTHERWISE HAVE
TO SUCH PROCESS.
15.
MISCELLANEOUS.
A)
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING ITS
EXHIBITS AND SCHEDULES,
REPRESENTS THE COMPLETE UNDERSTANDING BETWEEN YOU AND
THE COMPANY AND SUPERSEDES ANY AND ALL OTHER AGREEMENTS BETWEEN THE PARTIES,
INCLUDING WITHOUT LIMITATION, THE EMPLOYMENT AGREEMENT AS WELL AS ANY
MEMORANDUMS, LETTERS OR OTHER AGREEMENTS REGARDING YOUR EMPLOYMENT OR SEPARATION
FROM THE COMPANY, PROVIDED, HOWEVER, THAT (I) TO THE EXTENT SPECIFIC PROVISIONS
OR EXHIBITS OF THE EMPLOYMENT AGREEMENT HAVE BEEN EXPRESSLY INCORPORATED HEREIN
BY REFERENCE, SUCH PROVISIONS OR EXHIBITS SHALL CONTINUE TO APPLY, AND (II)
SECTION 29 OF THE EMPLOYMENT AGREEMENT SHALL CONTINUE TO APPLY TO ANY PAYMENT
PROVIDED FOR IN THIS AGREEMENT, EXCEPT AS SPECIFICALLY SET FORTH IN SECTIONS
2(A)(IV) AND (V) OF THIS AGREEMENT.
FOR AVOIDANCE OF DOUBT, THE PARTIES HEREBY
AGREE THAT, EXCEPT AS SET FORTH ABOVE, THE EMPLOYMENT AGREEMENT IS HEREBY
CANCELLED IN ITS ENTIRETY AS OF THE DATE HEREOF AND THAT THE TERMS OF THIS
AGREEMENT SHALL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES.
NO OTHER PROMISES
OR AGREEMENTS WILL BE BINDING UNLESS IN WRITING AND SIGNED BY YOU AND THE
COMPANY.
B)
GOVERNING LAW.
EXCEPT AS IT MAY BE PREEMPTED BY
ERISA, THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
PROCEDURAL AND SUBSTANTIVE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ANY
OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
C)
SEVERABILITY.
IF, AT ANY TIME AFTER THE
EXECUTION OF THIS AGREEMENT, ANY PROVISION OF THIS AGREEMENT WILL BE HELD TO BE
ILLEGAL OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, SOLELY SUCH
PROVISION WILL BE OF NO FORCE OR EFFECT.
EXCEPT WITH RESPECT TO CLAIMS UNDER
THE ADEA, IF YOU SEEK TO CHALLENGE THE VALIDITY OF OR OTHERWISE VITIATE THIS
AGREEMENT, YOU WILL, AS A PRECONDITION, BE REQUIRED TO REPAY THE COMPANY ALL
AMOUNTS PAID TO YOU BY THE COMPANY PURSUANT TO THIS AGREEMENT