ENTITLED TO OBTAIN REMEDIES IN EQUITY, INCLUDING WITHOUT LIMITATION SPECIFIC
PERFORMANCE, INJUNCTIVE RELIEF, A TEMPORARY RESTRAINING ORDER AND/OR A PERMANENT
INJUNCTION IN ANY COURT OF COMPETENT JURISDICTION, TO PREVENT OR OTHERWISE
RESTRAIN ANY SUCH BREACH WITHOUT THE NECESSITY OF PROVING DAMAGES, POSTING A
BOND OR OTHER SECURITY. SUCH RELIEF WILL BE IN ADDITION TO AND NOT IN
SUBSTITUTION OF ANY OTHER REMEDIES AVAILABLE TO THE COMPANY. THE EXISTENCE OF
ANY CLAIM OR CAUSE OF ACTION BY THE EXECUTIVE AGAINST THE COMPANY OR ANY OF ITS
SUBSIDIARIES, WHETHER PREDICATED ON THIS EMPLOYMENT AGREEMENT OR OTHERWISE, WILL
NOT CONSTITUTE A DEFENSE TO THE ENFORCEMENT BY THE COMPANY OF THIS EMPLOYMENT
AGREEMENT. THE EXECUTIVE AGREES NOT TO DEFEND ON THE BASIS THAT THERE IS AN
ADEQUATE REMEDY AT LAW.
8
11.
REPRESENTATIONS. THE EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO
THE COMPANY THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS EMPLOYMENT
AGREEMENT BY THE EXECUTIVE DO NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE
OR CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR
DECREE TO WHICH THE EXECUTIVE IS A PARTY OR BY WHICH HE IS BOUND, (II) THE
EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT, NONCOMPETE
AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR ENTITY AND (III)
UPON THE EXECUTION AND DELIVERY OF THIS EMPLOYMENT AGREEMENT BY THE COMPANY,
THIS EMPLOYMENT AGREEMENT SHALL BE THE VALID AND BINDING OBLIGATION OF THE
EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS. THE EXECUTIVE HEREBY
ACKNOWLEDGES AND REPRESENTS THAT HE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL
REGARDING HIS RIGHTS AND OBLIGATIONS UNDER THIS EMPLOYMENT AGREEMENT AND THE
TERMS OF THE RELEASE ATTACHED AS ANNEX A AND THAT HE FULLY UNDERSTANDS THE TERMS
AND CONDITIONS CONTAINED HEREIN AND THEREIN.
12.
SURVIVAL. THIS EMPLOYMENT AGREEMENT SURVIVES AND CONTINUES IN FULL
FORCE IN ACCORDANCE WITH ITS TERMS NOTWITHSTANDING THE EXPIRATION OR TERMINATION
OF THE TERM.
13.
COOPERATION. DURING THE TERM AND THEREAFTER, THE EXECUTIVE SHALL
REASONABLY COOPERATE WITH THE COMPANY AND ITS SUBSIDIARIES IN ANY INTERNAL
INVESTIGATION OR ADMINISTRATIVE, REGULATORY OR JUDICIAL PROCEEDING AS REASONABLY
REQUESTED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, BEING AVAILABLE TO THE
COMPANY UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL INVESTIGATIONS,
APPEARING AT THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT REQUIRING SERVICE
OF A SUBPOENA OR OTHER LEGAL PROCESS, MAKING AVAILABLE TO THE COMPANY ALL
PERTINENT INFORMATION REQUESTED BY THE COMPANY AND ALL RELEVANT DOCUMENTS
REQUESTED BY THE COMPANY WHICH ARE OR MAY COME INTO THE EXECUTIVE'S POSSESSION,
ALL AT TIMES AND ON SCHEDULES THAT ARE REASONABLY CONSISTENT WITH THE
EXECUTIVE'S OTHER ACTIVITIES AND COMMITMENTS, WITH DUE REGARD FOR SUCH
ACTIVITIES AND COMMITMENTS). IN THE EVENT THE COMPANY REQUIRES THE EXECUTIVE'S
COOPERATION IN ACCORDANCE WITH THIS SECTION AFTER THE TERMINATION OF THE TERM,
THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR ALL OF HIS REASONABLE COSTS AND
EXPENSES INCURRED, IN CONNECTION THEREWITH, INCLUDING LEGAL FEES, PLUS PAY THE
EXECUTIVE A REASONABLE AMOUNT PER DAY FOR HIS TIME SPENT. THE COMPANY SHALL
INDEMNIFY THE EXECUTIVE AND HOLD