THIS ARTICLE II, EXECUTIVE
WAIVES ANY REQUIREMENT THAT COMPANY POST BOND IN CONNECTION WITH SUCH REQUEST
FOR RELIEF.
2.8
RECOUPMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT COMPANY'S
REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF
THIS ARTICLE II OF THE AGREEMENT WOULD BE INADEQUATE AND, IN RECOGNITION OF THIS
FACT, EXECUTIVE AGREES THAT, IN THE EVENT OF SUCH A BREACH OR THREATENED BREACH,
IN ADDITION TO ANY REMEDIES AT LAW, EXECUTIVE SHALL FORFEIT ALL PAYMENTS
OTHERWISE DUE UNDER THE AGREEMENT AND SHALL RETURN TO COMPANY ANY SEVERANCE PAY
MADE TO EXECUTIVE PRIOR TO SUCH FORFEITURE.
ARTICLE III
DISPUTE RESOLUTION
3.1
ARBITRATION.
COMPANY AND EXECUTIVE AGREE THAT ANY CONTROVERSY OR
CLAIM (INCLUDING ALL CLAIMS PURSUANT TO COMMON AND STATUTORY LAW) RELATING TO
THIS AGREEMENT OR ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT OR EXECUTIVE'S EMPLOYMENT BY COMPANY WILL BE RESOLVED EXCLUSIVELY
THROUGH BINDING ARBITRATION.
SUBJECT TO THE TERMS AND ANY EXCEPTIONS PROVIDED
IN THIS AGREEMENT, THE PARTIES EACH WAIVE THE RIGHT TO A JURY TRIAL AND WAIVE
THE RIGHT TO ADJUDICATE THEIR DISPUTES UNDER THIS AGREEMENT OUTSIDE THE
ARBITRATION FORUM PROVIDED FOR IN THIS AGREEMENT.
THE ARBITRATION WILL BE
ADMINISTERED BY A SINGLE NEUTRAL ARBITRATOR ADMITTED TO PRACTICE LAW IN TEXAS
FOR A MINIMUM OF TEN YEARS.
ANY SUCH ARBITRATION PROCEEDING WILL TAKE PLACE IN
DALLAS COUNTY, TEXAS AND WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION
ASSOCIATION ("AAA") DALLAS OFFICE IN ACCORDANCE WITH ITS THEN-CURRENT APPLICABLE
RULES AND PROCEDURES.
THE ARBITRATOR WILL HAVE THE AUTHORITY TO AWARD THE SAME
REMEDIES, DAMAGES AND COSTS THAT A COURT COULD AWARD.
THE ARBITRATOR WILL ISSUE
A REASONED AWARD EXPLAINING THE DECISION, THE REASONS FOR THE DECISION AND ANY
DAMAGES AWARDED.
THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING.
THIS
PROVISION CAN BE ENFORCED UNDER THE FEDERAL ARBITRATION ACT.
3.2
ENTITLEMENT TO INJUNCTIVE RELIEF.
AS THE SOLE EXCEPTION TO THE
EXCLUSIVE AND BINDING NATURE OF THE ARBITRATION COMMITMENT SET FORTH ABOVE,
EXECUTIVE AND COMPANY AGREE THAT COMPANY WILL HAVE THE RIGHT TO INITIATE AN
ACTION IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN DALLAS COUNTY,
TEXAS IN ORDER TO REQUEST TEMPORARY, PRELIMINARY AND PERMANENT INJUNCTIVE OR
OTHER EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE, TO
ENFORCE THE TERMS OF SECTIONS 2.2, 2.3, 2.4, OR 2.5 ABOVE, WITHOUT THE NECESSITY
OF PROVING INADEQUACY OF LEGAL REMEDIES OR IRREPARABLE HARM OR POSTING BOND;
PROVIDED, HOWEVER, THAT IF EXECUTIVE IS ENGAGING IN ACTIVITIES PROHIBITED BY
SECTION 2.2, 2.3, 2.4 OR 2.5 ABOVE, OUTSIDE OF DALLAS COUNTY, TEXAS, THE PARTIES
HEREBY AGREE THAT THE COMPANY MAY, AT ITS SOLE OPTION, BRING AN ACTION IN ANY
COURT OF COMPETENT JURISDICTION.
NOTHING HEREIN SHALL PREVENT THE COMPANY FROM
PURSUING THE SAME INJUNCTIVE OR EQUITABLE RELIEF IN THE ARBITRATION
PROCEEDINGS.
MOREOVER,
11
NOTHING IN THIS SECTION SHOULD BE CONSTRUED TO CONSTITUTE A WAIVER OF THE
PARTIES' RIGHTS AND OBLIGATIONS TO ARBITRATE REGARDING MATTERS OTHER THAN THOSE
SPECIFICALLY ADDRESSED IN THIS PARAGRAPH.
3.3
LIMITATION OF SCOPE.
SHOULD A COURT