CONTRACT OR COVENANT (EXPRESS OR
17
IMPLIED); TORT CLAIMS; CLAIMS FOR ANY TYPE OF DISCRIMINATION INCLUDING, WITHOUT
LIMITATION, RACE, SEX, RELIGION, NATIONAL ORIGIN, AGE, MARITAL STATUS OR
DISABILITY; CLAIMS FOR BENEFITS (EXCEPT WHERE ANY APPLICABLE EMPLOYEE BENEFIT OR
PENSION PLAN SPECIFIES A DIFFERENT PROCEDURE FOR RESOLVING SUCH CLAIMS) AND
CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR OTHER GOVERNMENTAL LAW, STATUTE,
REGULATION, RULE OR ORDINANCE (BUT EXCLUDING CLAIMS FOR WORKER'S COMPENSATION OR
UNEMPLOYMENT BENEFITS), SHALL BE RESOLVED ONLY IN THE COURTS OF THE STATE OF NEW
YORK SITTING IN THE COUNTY OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND THE APPELLATE COURTS HAVING JURISDICTION
OF APPEALS IN SUCH COURTS.
IN THAT CONTEXT, AND WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING (BUT SUBJECT ALWAYS TO SECTIONS 4(E)(IV) AND (V) AND THE
RULES AND REGULATIONS PROMULGATED BY FINRA), EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS FOR HIMSELF OR ITSELF IN ANY CLAIM,
OR FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF (A
"PROCEEDING"), TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN THE COUNT OF NEW YORK, THE COURT OF THE UNITED STATES OF AMERICA
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS HAVING JURISDICTION
OF APPEALS FROM ANY OF THE FOREGOING, AND AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH CLAIM SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO
THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT; (B) CONSENTS THAT ANY SUCH
CLAIM MAY AND SHALL BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT HE
OR IT MAY NOW OR THEREAFTER HAVE TO THE VENUE OR JURISDICTION OF ANY SUCH CLAIM
IN ANY SUCH COURT OR THAT SUCH CLAIM WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME; (C) WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY CLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY
RELATED ENTITY, OR HIS OR ITS PERFORMANCE UNDER OR THE ENFORCEMENT OF THIS
AGREEMENT; (D) AGREES THAT SERVICE OF PROCESS IN ANY SUCH CLAIM MAY BE EFFECTED
BY MAILING A COPY OF SUCH PROCESS BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT HIS OR
ITS ADDRESS AS PROVIDED IN SECTION 9; AND (E) AGREES THAT NOTHING IN THIS
AGREEMENT SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER
MANNER PERMITTED BY THE LAWS OF THE STATE OF NEW YORK.
(F)
EXECUTIVE AGREES THAT, DURING THE TERM,
FOR (1) YEAR THEREAFTER AND, IF LONGER, DURING THE PENDANCY OF ANY LITIGATION OR
OTHER PROCEEDING OR OTHER PROCEEDING, (I) EXECUTIVE SHALL NOT COMMUNICATE WITH
ANYONE (OTHER THAN EXECUTIVE'S ATTORNEYS AND TAX AND/OR FINANCIAL ADVISORS AND
EXCEPT TO THE EXTENT EXECUTIVE DETERMINES IN GOOD FAITH IS NECESSARY IN THE
PERFORMANCE OF