THIS AGREEMENT ARE OF A UNIQUE AND SPECIAL NATURE
AND THAT THE COMPANY WILL NOT HAVE AN ADEQUATE REMEDY AT LAW IN THE EVENT OF A
FAILURE BY THE EMPLOYEE TO ABIDE BY ITS TERMS AND CONDITIONS NOR WILL MONEY
DAMAGES ADEQUATELY COMPENSATE FOR SUCH INJURY.
IT IS, THEREFORE, AGREED BETWEEN
AND HEREBY ACKNOWLEDGED BY THE PARTIES THAT, IN THE EVENT OF A BREACH BY THE
EMPLOYEE OF ANY OF HIS OBLIGATIONS CONTAINED IN THIS AGREEMENT, THE COMPANY
SHALL HAVE THE RIGHT, AMONG OTHER RIGHTS, TO DAMAGES SUSTAINED THEREBY AND TO
OBTAIN AN INJUNCTION OR DECREE OF SPECIFIC PERFORMANCE FROM ANY COURT OF
COMPETENT JURISDICTION TO RESTRAIN OR COMPEL THE EMPLOYEE TO PERFORM AS AGREED
HEREIN.
THE EMPLOYEE HEREBY ACKNOWLEDGES THAT OBLIGATIONS UNDER SECTIONS 13,
15, 16, 17, 18, 19 AND 20 SHALL SURVIVE THE TERMINATION OF HIS EMPLOYMENT AND HE
SHALL BE BOUND BY THEIR TERMS AT ALL TIMES SUBSEQUENT TO THE TERMINATION OF HIS
EMPLOYMENT FOR THE PERIODS SPECIFIED THEREIN.
NOTHING HEREIN CONTAINED SHALL IN
ANY WAY LIMIT OR EXCLUDE ANY OTHER RIGHT GRANTED BY LAW OR EQUITY TO THE
COMPANY.
19.
RELEASE.
NOTWITHSTANDING ANY PROVISION
HEREIN TO THE CONTRARY, THE COMPANY WILL REQUIRE THAT, PRIOR TO PAYMENT OF ANY
AMOUNT OR PROVISION OF ANY BENEFIT UNDER SECTION 10 OR PAYMENT OF ANY GROSS-UP
PAYMENT PURSUANT TO SECTION 11 OF THIS AGREEMENT (OTHER THAN DUE TO THE
EMPLOYEE'S DEATH), THE EMPLOYEE SHALL HAVE EXECUTED A COMPLETE RELEASE OF THE
COMPANY AND ITS AFFILIATES AND RELATED PARTIES IN SUCH FORM AS IS REASONABLY
REQUIRED BY THE COMPANY, AND ANY WAITING PERIODS CONTAINED IN SUCH RELEASE SHALL
HAVE EXPIRED.
20.
NO MITIGATION.
THE COMPANY AGREES THAT, IF
THE EMPLOYEE'S EMPLOYMENT HEREUNDER IS TERMINATED DURING THE EMPLOYMENT TERM,
THE EMPLOYEE IS NOT REQUIRED TO SEEK OTHER EMPLOYMENT OR TO ATTEMPT IN ANY WAY
TO REDUCE ANY AMOUNTS PAYABLE TO THE EMPLOYEE BY THE COMPANY HEREUNDER.
FURTHER, THE AMOUNT OF ANY PAYMENT OR BENEFIT PROVIDED FOR HEREUNDER (OTHER THAN
PURSUANT TO SECTION 10(A)(V) HEREOF) SHALL NOT BE REDUCED BY ANY COMPENSATION
EARNED BY THE EMPLOYEE AS THE RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER, BY
RETIREMENT BENEFITS OR OTHERWISE.
21.
ENTIRE AGREEMENT AND AMENDMENT.
THIS
AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO
IN RESPECT OF THE SUBJECT MATTER OF THIS AGREEMENT, AND SUPERSEDES AND REPLACES
ALL PRIOR AGREEMENTS, UNDERSTANDINGS AND COMMITMENTS WITH RESPECT TO SUCH
SUBJECT MATTER, INCLUDING, WITHOUT LIMITATION, THE PRIOR AGREEMENT.
THIS
AGREEMENT MAY BE AMENDED ONLY BY A WRITTEN DOCUMENT SIGNED BY BOTH PARTIES TO
THIS AGREEMENT.
22.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA,
EXCLUDING ANY CONFLICTS OR CHOICE OF LAW RULE OR PRINCIPLE THAT MIGHT OTHERWISE
REFER CONSTRUCTION OR INTERPRETATION OF THIS PLAN TO THE SUBSTANTIVE LAW OF
ANOTHER JURISDICTION.
ANY LITIGATION PERTAINING TO THIS AGREEMENT SHALL BE
ADJUDICATED IN COURTS LOCATED IN DUVAL COUNTY, FLORIDA.
13
23.
SUCCESSORS.
IN ADDITION TO ANY OBLIGATIONS
IMPOSED BY LAW UPON ANY SUCCESSOR