OF
7
THE EMPLOYMENT PERIOD BY THE COMPANY OR ANY OF ITS AFFILIATES, OR OTHERWISE
ENCOURAGE OR ENTICE SUCH PERSON OR ENTITY TO LEAVE SUCH EMPLOYMENT.
(D)
EMPLOYEE ACKNOWLEDGES THAT THE RESTRICTIONS, PROHIBITIONS AND OTHER
PROVISIONS OF THIS SECTION 10 ARE REASONABLE, FAIR AND EQUITABLE IN SCOPE, TERMS
AND DURATION, ARE NECESSARY TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE
COMPANY AND ARE A MATERIAL INDUCEMENT TO THE COMPANY TO ENTER INTO THIS
AGREEMENT.
IT IS THE INTENTION OF THE PARTIES HERETO THAT THE RESTRICTIONS
CONTAINED IN THIS PARAGRAPH BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW.
THEREFORE, TO THE EXTENT ANY COURT OF COMPETENT JURISDICTION
SHALL DETERMINE THAT ANY PORTION OF THE FOREGOING RESTRICTIONS IS EXCESSIVE,
SUCH PROVISION SHALL NOT BE ENTIRELY VOID, BUT RATHER SHALL BE LIMITED OR
REVISED ONLY TO THE EXTENT NECESSARY TO MAKE IT ENFORCEABLE.
11.
REMEDY.
SHOULD EMPLOYEE ENGAGE IN OR PERFORM, EITHER DIRECTLY OR
INDIRECTLY, ANY OF THE ACTS PROHIBITED BY SECTIONS 9 AND 10, IT IS AGREED THAT
THE COMPANY SHALL BE ENTITLED TO IMMEDIATELY WITHHOLD ANY PAYMENTS OR BENEFITS
TO BE MADE TO EMPLOYEE UNDER SECTION 8 OF THIS AGREEMENT AND SHALL BE ENTITLED
TO FULL INJUNCTIVE RELIEF, TO BE ISSUED BY ANY COMPETENT COURT OF EQUITY,
ENJOINING AND RESTRAINING EMPLOYEE AND EACH AND EVERY OTHER PERSON, FIRM,
ORGANIZATION, ASSOCIATION, OR CORPORATION CONCERNED THEREIN, FROM THE
CONTINUANCE OF SUCH VIOLATIVE ACTS.
THE FOREGOING REMEDY AVAILABLE TO COMPANY
SHALL NOT BE DEEMED TO LIMIT OR PREVENT THE EXERCISE BY THE COMPANY OF ANY OR
ALL FURTHER RIGHTS AND REMEDIES WHICH MAY BE AVAILABLE TO THE COMPANY HEREUNDER
OR AT LAW OR IN EQUITY.
12.
SUCCESSORS; BINDING AGREEMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF EMPLOYEE, HIS HEIRS, EXECUTORS,
ADMINISTRATORS, BENEFICIARIES AND ASSIGNS AND SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS.
13.
NOTICE.
FOR THE PURPOSES OF THIS AGREEMENT, NOTICES, DEMANDS AND
ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED EITHER PERSONALLY OR BY
UNITED STATES CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED AS FOLLOWS:
If to Employee:
Mitchell N. Schear
6672 32nd Place, N.W.
Washington, D.C. 20015
With a copy to:
Jay A. Epstein, Esq.
Piper Rudnick LLP
8
1200 19th Street, N.W.
Washington, D.C. 20036
If to the Company:
Vornado Realty Trust
888 7th Avenue
New York, NY 10019
Attention:
President; and
Vornado Realty Trust
210 Route 4 East
Paramus, New Jersey
07652
Attention:
Chief Administrative Officer
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
14.
RESOLUTION OF DIFFERENCES OVER BREACHES OF AGREEMENT.
THE PARTIES
SHALL USE GOOD FAITH EFFORTS TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF,
OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF, FIRST IN