FOR SUCH INJUNCTIVE
RELIEF SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN SUCH A COURT, (C) 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 (D) 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 IN ACCORDANCE WITH SECTION 17(B).
10
14
ASSUMPTION OF AGREEMENT.
EMPLOYER SHALL REQUIRE ANY SUCCESSOR
THERETO, BY AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
EXECUTIVE, TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME
MANNER AND TO THE SAME EXTENT THAT EMPLOYER WOULD BE REQUIRED TO PERFORM IT IF
NO SUCH SUCCESSION HAD TAKEN PLACE.
FAILURE OF EMPLOYER TO OBTAIN SUCH
AGREEMENT PRIOR TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL BE A BREACH OF
THIS AGREEMENT AND SHALL ENTITLE EXECUTIVE TO COMPENSATION FROM EMPLOYER IN THE
SAME AMOUNT AND ON THE SAME TERMS AS EXECUTIVE WOULD BE ENTITLED HEREUNDER IF
EMPLOYER HAD TERMINATED EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE AS DESCRIBED IN
SECTION 7, EXCEPT THAT FOR PURPOSES OF IMPLEMENTING THE FOREGOING, THE DATE ON
WHICH ANY SUCH SUCCESSION BECOMES EFFECTIVE SHALL BE DEEMED THE DATE OF
TERMINATION.
15
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO)
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
ALL PRIOR CORRESPONDENCE AND PROPOSALS (INCLUDING BUT
NOT LIMITED TO SUMMARIES OF PROPOSED TERMS) AND ALL PRIOR PROMISES,
REPRESENTATIONS, UNDERSTANDINGS, ARRANGEMENTS AND AGREEMENTS RELATING TO SUCH
SUBJECT MATTER (INCLUDING BUT NOT LIMITED TO THOSE MADE TO OR WITH EXECUTIVE BY
ANY OTHER PERSON AND THOSE CONTAINED IN ANY PRIOR EMPLOYMENT, CONSULTING OR
SIMILAR AGREEMENT ENTERED INTO BY EXECUTIVE AND EMPLOYER OR ANY PREDECESSOR
THERETO OR AFFILIATE THEREOF) ARE MERGED HEREIN AND SUPERSEDED HEREBY.
16
INDEMNIFICATION.
EMPLOYER HEREBY AGREES THAT IT SHALL INDEMNIFY
AND HOLD HARMLESS EXECUTIVE TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW FROM
AND AGAINST ANY AND ALL LIABILITIES, COSTS, CLAIMS AND EXPENSES, INCLUDING ALL
COSTS AND EXPENSES INCURRED IN DEFENSE OF LITIGATION (INCLUDING ATTORNEYS'
FEES), ARISING OUT OF THE EMPLOYMENT OF EXECUTIVE HEREUNDER, EXCEPT TO THE
EXTENT ARISING OUT OF OR BASED UPON THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF EXECUTIVE.
COSTS AND EXPENSES INCURRED BY EXECUTIVE IN DEFENSE OF SUCH
LITIGATION (INCLUDING ATTORNEYS' FEES) SHALL BE PAID BY EMPLOYER IN ADVANCE OF
THE FINAL DISPOSITION OF SUCH LITIGATION UPON RECEIPT BY EMPLOYER OF (A) A
WRITTEN REQUEST FOR PAYMENT, (B) APPROPRIATE DOCUMENTATION EVIDENCING THE
INCURRENCE, AMOUNT AND NATURE OF THE COSTS AND EXPENSES FOR WHICH PAYMENT IS
BEING SOUGHT, AND (C) AN UNDERTAKING ADEQUATE UNDER DELAWARE LAW MADE BY OR