AND ANY ADMINISTRATIVE OR OTHER FEES ASSOCIATED WITH SUCH
ARBITRATION.
12.
INJUNCTIVE/DECLARATORY RELIEF.
YOU ACKNOWLEDGE AND AGREE THAT THE
SERVICES TO BE RENDERED BY YOU HEREUNDER ARE OF A SPECIAL CHARACTER, AND THAT
ANY VIOLATION OF SECTION 9 HEREOF COULD BE HIGHLY INJURIOUS TO THE COMPANY, AND
THAT IT WOULD BE EXTREMELY DIFFICULT TO COMPENSATE THE COMPANY FULLY FOR DAMAGES
FOR ANY SUCH VIOLATION.
ACCORDINGLY, THE PARTIES SPECIFICALLY AGREE THAT THE
COMPANY WILL BE ENTITLED TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF TO ENFORCE
THE PROVISIONS OF SECTION 9 HEREOF AND THAT YOU ARE ENTITLED TO SEEK DECLARATORY
RELIEF TO RESOLVE ANY DISPUTES OR INTERPRETATIONS REGARDING SECTION 9 HEREOF.
ANY SUCH RELIEF MAY BE GRANTED WITHOUT THE NECESSITY OF PROVING ACTUAL DAMAGES
AND WITHOUT NECESSITY OF POSTING ANY BOND.
THIS PROVISION WITH RESPECT TO
INJUNCTIVE AND DECLARATORY RELIEF WILL NOT, HOWEVER, DIMINISH THE RIGHT OF
EITHER PARTY TO CLAIM AND RECOVER DAMAGES, OR TO SEEK AND OBTAIN ANY OTHER
RELIEF AVAILABLE TO IT AT LAW OR IN EQUITY, IN ADDITION TO SUCH INJUNCTIVE OR
DECLARATORY RELIEF.
13.
SURRENDER/DISPOSITION OF RECORDS AND PROPERTY.
UPON TERMINATION
OF YOUR EMPLOYMENT WITH THE COMPANY, YOU MUST DELIVER PROMPTLY TO THE COMPANY
ALL RECORDS, MANUALS, BOOKS, BLANK FORMS, DOCUMENTS, LETTERS, MEMORANDA, NOTES,
NOTEBOOKS, REPORTS, COMPUTER DISKS, COMPUTER SOFTWARE, COMPUTER PROGRAMS
(INCLUDING SOURCE CODE, OBJECT CODE, ON-LINE FILES, DOCUMENTATION, TESTING
MATERIALS AND PLANS AND REPORTS) DESIGNS, DRAWINGS, FORMULAE, DATA, TABLES OR
CALCULATIONS OR COPIES THEREOF, WHICH ARE THE PROPERTY OF THE COMPANY OR ANY
SUBSIDIARY OR WHICH RELATE IN ANY WAY TO THE BUSINESS, PRODUCTS, PRACTICES OR
TECHNIQUES OF THE COMPANY OR ANY SUBSIDIARY, AND ALL OTHER PROPERTY, TRADE
SECRETS AND CONFIDENTIAL INFORMATION OF THE COMPANY, INCLUDING, BUT NOT LIMITED
TO, ALL TANGIBLE, WRITTEN, GRAPHICAL, MACHINE READABLE AND OTHER MATERIALS
(INCLUDING ALL COPIES) WHICH IN WHOLE OR IN PART CONTAIN ANY TRADE SECRETS OR
CONFIDENTIAL INFORMATION OF THE COMPANY WHICH IN ANY OF THESE CASES ARE IN YOUR
POSSESSION OR UNDER YOUR CONTROL.
NOTWITHSTANDING ANY OTHER PROVISIONS TO THE
CONTRARY, HOWEVER, YOU MAY RETAIN ELECTRONIC CONTACT INFORMATION FROM YOUR
OUTLOOK OR OTHER ELECTRONIC ADDRESS BOOK (E.G. NAME, ADDRESSES, PHONE NUMBERS)
FOR YOUR PERSONAL AND BUSINESS CONTACTS.
MOREOVER, THE COMPANY AGREES THAT UPON
YOUR TERMINATION, AND SUBJECT TO APPROPRIATE MONITORING OF THE PROCESS BY THE
COMPANY, YOU MAY COPY PERSONAL INFORMATION THAT YOU HAVE MAINTAINED ON THE FREE
STANDING BACK-UP HARD DRIVE IN YOUR OFFICE AND THAT THAT AFTER YOU DO SO, ALL
INFORMATION ON SUCH HARD DRIVE WILL BE DELETED.
9
14.
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS
WILL HAVE THE MEANINGS SET FORTH BELOW:
(A)
CAUSE.
"CAUSE" HAS THE MEANING GIVEN TO IT IN THE AMENDED CHANGE
IN CONTROL AGREEMENT.
Incapacity.
"Incapacity" means, provided that you have first exhausted your
entitlement to any applicable disability-related leaves of absence, your
inability to perform the essential functions, duties and responsibilities
contemplated under this Agreement, with or without reasonable accommodation, for
a period of more than 90 consecutive days due to physical or mental incapacity