EXECUTIVE'S DUTIES HEREUNDER) WITH RESPECT TO THE FACTS OR
SUBJECT MATTER OF ANY PENDING OR POTENTIAL LITIGATION, OR REGULATORY OR
ADMINISTRATIVE PROCEEDING INVOLVING THE COMPANY OR ANY OF ITS AFFILIATES, OTHER
THAN ANY LITIGATION OR OTHER PROCEEDING IN WHICH EXECUTIVE IS A
PARTY-IN-OPPOSITION, WITHOUT GIVING PRIOR NOTICE TO THE COMPANY OR THE COMPANY'S
COUNSEL, AND (II) IN THE EVENT THAT ANY OTHER PARTY ATTEMPTS TO OBTAIN
INFORMATION OR DOCUMENTS FROM EXECUTIVE (OTHER THAN IN CONNECTION WITH ANY
LITIGATION OR OTHER PROCEEDING IN WHICH EXECUTIVE IS A PARTY-IN-OPPOSITION) WITH
RESPECT TO MATTERS EXECUTIVE BELIEVES IN GOOD FAITH ARE RELATED TO SUCH
LITIGATION OR OTHER PROCEEDING, EXECUTIVE SHALL PROMPTLY SO NOTIFY THE COMPANY'S
COUNSEL.
18
EXECUTIVE AGREES TO COOPERATE, IN A REASONABLE AND APPROPRIATE MANNER, WITH THE
COMPANY AND ITS ATTORNEYS, BOTH DURING AND AFTER THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT, IN CONNECTION WITH ANY LITIGATION OR OTHER PROCEEDING ARISING OUT OF
OR RELATING TO MATTERS IN WHICH EXECUTIVE WAS INVOLVED PRIOR TO THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT TO THE EXTENT THE COMPANY PAYS ALL EXPENSES EXECUTIVE
INCURS IN CONNECTION WITH SUCH COOPERATION AND TO THE EXTENT SUCH COOPERATION
DOES NOT UNDULY INTERFERE (AS DETERMINED BY EXECUTIVE REASONABLY AND IN GOOD
FAITH) WITH EXECUTIVE'S PERSONAL OR PROFESSIONAL SCHEDULE.
(G)
THIS AGREEMENT MAY BE ASSIGNED BY THE
COMPANY WITHOUT THE EXECUTIVE'S CONSENT TO AN AFFILIATED ENTITY OF THE COMPANY,
INCLUDING ANY SURVIVOR ENTITY OR OTHER SUCCESSOR IN INTEREST, BUT NO SUCH
ASSIGNMENT SHALL RELIEVE THE COMPANY OF ITS FULL RESPONSIBILITIES HEREUNDER, OR
TO A SUCCESSOR IN INTEREST TO THE ASSETS AND BUSINESS OF THE COMPANY.
THE
EXECUTIVE MAY NOT ASSIGN HIS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
THE WRITTEN CONSENT OF THE COMPANY.
THIS AGREEMENT WILL BE BINDING UPON AND
WILL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED
ASSIGNS.
(H)
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL HEREOF, BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(I)
THIS AGREEMENT CONSTITUTES THE SOLE AND
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AS TO THE SUBJECT
MATTER HEREOF, AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF EVERY KIND AND NATURE BETWEEN THEM AS TO SUCH SUBJECT MATTER,
INCLUDING THE EMPLOYMENT AGREEMENT BETWEEN LEVI AND GFI HOLDINGS LTD DATED
JUNE 29, 2004.
(J)
THIS AGREEMENT IS INTENDED FOR THE SOLE
AND EXCLUSIVE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED
ASSIGNS, AND NO OTHER PERSON OR ENTITY WILL HAVE ANY RIGHT TO RELY ON THIS
AGREEMENT OR TO CLAIM OR DERIVE ANY BENEFIT HEREFROM ABSENT THE EXPRESS WRITTEN
CONSENT OF THE PARTY TO BE CHARGED WITH SUCH RELIANCE OR BENEFIT.
(K)
IF ANY PROVISION OF THIS AGREEMENT IS HELD
INVALID OR UNENFORCEABLE, EITHER IN ITS ENTIRETY OR BY VIRTUE OF ITS SCOPE OR
APPLICATION TO GIVEN CIRCUMSTANCES, SUCH PROVISION WILL THEREUPON BE DEEMED
MODIFIED ONLY TO THE EXTENT NECESSARY