BY HOLDINGS, EXECUTIVE SHALL, WITHOUT
FURTHER CONSIDERATION, EXECUTE AND DELIVER ALL SUCH INSTRUMENTS OF CONVEYANCE
AND TRANSFER AND SHALL TAKE SUCH FURTHER ACTIONS AS
6
MAY BE REASONABLY NECESSARY IN ORDER TO CONFIRM THE TRANSFER OF THE REPURCHASED
EXECUTIVE SECURITIES TO HOLDINGS AND THE OTHER MATTERS PROVIDED HEREIN.
FURTHER, EXECUTIVE AGREES TO REASONABLY ASSIST AND COOPERATE WITH THE COMPANY
AND HOLDINGS AND THEIR ATTORNEYS AND ADVISORS IN CONNECTION WITH ANY LITIGATION,
ARBITRATION OR OTHER PROCEEDING INVOLVING THE COMPANY, HOLDINGS OR ANY OF THE
RELEASEES (INCLUDING, WITHOUT LIMITATION, ALL CURRENTLY PENDING LITIGATION);
PROVIDED THAT THE COMPANY SHALL REIMBURSE EXECUTIVE FOR ANY REASONABLE TRAVEL OR
OTHER INCIDENTAL OUT-OF-POCKET EXPENSES INCURRED BY EXECUTIVE IN CONNECTION WITH
THE PROVISION OF SUCH ASSISTANCE SUBJECT TO PRIOR APPROVAL BY THE COMPANY OF THE
INCURRENCE OF SUCH EXPENSES.
10.
COMPLETE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO REGARDING THE SUBJECT MATTER OF THIS
AGREEMENT AND SUPERSEDES AND PREEMPTS ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR
REPRESENTATIONS, WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER
HEREOF.
11.
HEADINGS.
THE HEADINGS USED IN THIS AGREEMENT ARE FOR THE PURPOSE
OF REFERENCE ONLY AND WILL NOT AFFECT THE MEANING OR INTERPRETATION OF ANY
PROVISION OF THIS AGREEMENT.
12.
COUNTERPARTS.
THE PARTIES MAY EXECUTE THIS AGREEMENT IN SEPARATE
COUNTERPARTS (NO ONE OF WHICH NEED CONTAIN THE SIGNATURES OF ALL PARTIES), EACH
OF WHICH WILL BE AN ORIGINAL AND ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND
THE SAME INSTRUMENT.
13.
REMEDIES.
EACH OF THE PARTIES WILL BE ENTITLED TO ENFORCE ITS
RIGHTS UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND COSTS
(INCLUDING ATTORNEY'S FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS
AGREEMENT, AND TO EXERCISE ALL OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES
AGREE AND ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY
BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS SOLE
DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION
(WITHOUT POSTING ANY BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER
INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE
PROVISIONS OF THIS AGREEMENT AND/OR THE SURVIVING PROVISIONS OF THE EMPLOYMENT
AGREEMENT.
14.
ARBITRATION.
EXCEPT AS SET FORTH IN SECTION 13, ANY CONTROVERSY
OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE SETTLED
EXCLUSIVELY BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION AND SHALL TAKE PLACE IN DELAWARE. JUDGMENT UPON
THE ARBITRATION AWARD MAY BE ENFORCED IN ANY COURT HAVING JURISDICTION
THEREOVER. THE PARTY AGAINST WHOM ANY PROCEEDING HEREUNDER IS FINALLY RESOLVED
SHALL BEAR THE COSTS OF (A) EACH PARTY'S RESPECTIVE ATTORNEYS, WITNESSES AND
EXPERTS IN CONNECTION WITH SUCH ARBITRATION AND (B) THE ARBITRATOR.
15.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BIND AND INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY EACH OF THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS, HEIRS, EXECUTORS AND ASSIGNS.
16.
NO ADMISSION.
THIS AGREEMENT, AND ANY NEGOTIATIONS OR DISCUSSIONS
CONNECTED