completely, all rights created or contemplated by this
Section 7.
5
8.
Certain Remedies.
(A)
REMEDIES.
WITHOUT INTENDING TO LIMIT THE
REMEDIES AVAILABLE TO THE COMPANY GROUP, INCLUDING, BUT NOT LIMITED TO, THOSE
SET FORTH IN SECTION 8(B) HEREOF, THE EXECUTIVE AGREES THAT A BREACH OF ANY OF
THE COVENANTS CONTAINED IN THIS AGREEMENT MAY RESULT IN MATERIAL AND IRREPARABLE
INJURY TO THE COMPANY GROUP FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW, THAT
IT WILL NOT BE POSSIBLE TO MEASURE DAMAGES FOR ANY SUCH INJURIES PRECISELY AND
THAT, IN THE EVENT OF SUCH A BREACH OR THREAT THEREOF, ANY MEMBER OF THE COMPANY
GROUP SHALL BE ENTITLED TO SEEK A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY
OR PERMANENT INJUNCTION, OR BOTH, WITHOUT BOND OR OTHER SECURITY, RESTRAINING
THE EXECUTIVE FROM ENGAGING IN ACTIVITIES PROHIBITED BY THE COVENANTS CONTAINED
IN THIS AGREEMENT OR SUCH OTHER RELIEF AS MAY BE REQUIRED SPECIFICALLY TO
ENFORCE ANY OF THE COVENANTS CONTAINED IN THIS AGREEMENT.
SUCH INJUNCTIVE
RELIEF IN ANY COURT SHALL BE AVAILABLE TO THE COMPANY GROUP, UPON PROOFS
SATISFACTORY TO THE COURT, IN LIEU OF, OR PRIOR TO OR PENDING DETERMINATION IN,
ANY ARBITRATION PROCEEDING.
(B)
CESSATION OF PAYMENTS.
IN THE EVENT THAT
THE EXECUTIVE (I) FILES ANY CHARGE, CLAIM, DEMAND, ACTION OR ARBITRATION WITH
REGARD TO THE EXECUTIVE'S EMPLOYMENT, COMPENSATION OR TERMINATION OF EMPLOYMENT
UNDER ANY FEDERAL, STATE OR LOCAL LAW, OR AN ARBITRATION UNDER ANY INDUSTRY
REGULATORY ENTITY, EXCEPT IN EITHER CASE FOR A CLAIM FOR BREACH OF THIS
AGREEMENT OR FAILURE TO HONOR THE OBLIGATIONS SET FORTH HEREIN, OR (II) BREACHES
OR HAS BREACHED ANY OF THE COVENANTS OR REPRESENTATIONS CONTAINED IN THIS
AGREEMENT, THE COMPANY SHALL BE ENTITLED TO CEASE MAKING ANY PAYMENTS DUE
HEREUNDER.
9.
Release.
(A)
GENERAL RELEASE.
IN CONSIDERATION OF THE
PAYMENTS AND BENEFITS PROVIDED TO THE EXECUTIVE UNDER THIS AGREEMENT AND AFTER
CONSULTATION WITH COUNSEL, THE EXECUTIVE, AND EACH OF THE EXECUTIVE'S RESPECTIVE
HEIRS, EXECUTORS, ADMINISTRATORS, REPRESENTATIVES, AGENTS, SUCCESSORS AND
ASSIGNS (COLLECTIVELY, THE "RELEASORS") HEREBY IRREVOCABLY AND UNCONDITIONALLY
RELEASES AND FOREVER DISCHARGES THE COMPANY GROUP AND EACH OF ITS RESPECTIVE
OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS AND AGENTS FROM ANY AND ALL CLAIMS,
ACTIONS, CAUSES OF ACTION, RIGHTS, JUDGMENTS, OBLIGATIONS, DAMAGES, DEMANDS,
ACCOUNTINGS OR LIABILITIES OF WHATEVER KIND OR CHARACTER (COLLECTIVELY,
"CLAIMS"), INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY FEDERAL, STATE,
LOCAL OR FOREIGN LAW, THAT THE RELEASORS MAY HAVE, OR IN THE FUTURE MAY POSSESS,
ARISING OUT OF (I) THE EXECUTIVE'S EMPLOYMENT RELATIONSHIP WITH AND SERVICE AS
AN EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY GROUP, AND THE TERMINATION OF
SUCH RELATIONSHIP OR SERVICE, (II) THE EMPLOYMENT AGREEMENT, OR (III) ANY EVENT,
CONDITION, CIRCUMSTANCE OR OBLIGATION THAT OCCURRED, EXISTED OR AROSE ON OR
PRIOR TO THE DATE HEREOF; PROVIDED, HOWEVER, THAT THE RELEASE SET FORTH IN THIS
SECTION 9(A) SHALL NOT APPLY TO (I) THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT AND (II) ANY INDEMNIFICATION RIGHTS THE EXECUTIVE MAY HAVE IN
ACCORDANCE WITH THE COMPANY'S GOVERNANCE INSTRUMENTS OR UNDER ANY DIRECTOR AND