BY APPLICABLE LAW, ANY OBJECTION WHICH EITHER MAY
NOW OR HEREAFTER HAVE TO SUCH JURISDICTION OR VENUE AND ANY DEFENSE OF
INCONVENIENT FORUM.
THUS, EXCEPT FOR THE CLAIMS CARVED OUT ABOVE, THIS
AGREEMENT TO ARBITRATE INCLUDES ALL COMMON-LAW AND STATUTORY CLAIMS (WHETHER
ARISING UNDER FEDERAL STATE OR LOCAL LAW), INCLUDING, BUT NOT LIMITED TO, ANY
CLAIM FOR BREACH OF CONTRACT, FRAUD, FRAUD IN THE INDUCEMENT, UNPAID WAGES,
WRONGFUL TERMINATION, AND
22
GENDER, AGE, NATIONAL ORIGIN, SEXUAL ORIENTATION, MARITAL STATUS, DISABILITY, OR
ANY OTHER PROTECTED STATUS.
(C)
NOTWITHSTANDING ANY PROVISION IN THIS SECTION 12, EXECUTIVE SHALL
BE ENTITLED TO SEEK IN ANY COURT OF COMPETENT JURISDICTION SPECIFIC PERFORMANCE
OF EXECUTIVE'S RIGHT (WHICH IS HEREBY ACKNOWLEDGED AND AGREED TO BY THE COMPANY)
TO BE PAID ALL COMPENSATION, BENEFITS AND OTHER AMOUNTS REQUIRED TO BE PAID
DURING THE PENDENCY OF ANY DISPUTE OR CONTROVERSY ARISING UNDER OR IN CONNECTION
WITH THIS AGREEMENT, WHICH, TO THE EXTENT SUCH AMOUNTS ARE PAID BY THE COMPANY
SHALL BE CREDITED AGAINST THE TOTAL AMOUNTS OTHERWISE FINALLY DETERMINED TO BE
OWED TO EXECUTIVE PURSUANT TO THIS AGREEMENT.
(D)
ALL REASONABLE COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND EXPENSES OF COUNSEL) INCURRED BY EXECUTIVE IN SEEKING TO
ENFORCE RIGHTS PURSUANT TO THIS AGREEMENT SHALL BE PAID BY THE COMPANY ON BEHALF
OF EXECUTIVE (OR, IF ALREADY PAID BY EXECUTIVE, REIMBURSED TO EXECUTIVE BY THE
COMPANY) TO THE EXTENT THAT EXECUTIVE PREVAILS IN ENFORCING SUCH RIGHTS BEFORE A
COURT OF COMPETENT JURISDICTION OR ARBITRAL TRIBUNAL.
(E)
ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE FILED EXCLUSIVELY
WITH THE AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK BEFORE THREE
ARBITRATORS, IN ACCORDANCE WITH THE NATIONAL RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AT THE
TIME OF SUBMISSION TO ARBITRATION.
THE COMPANY AND EXECUTIVE HEREBY AGREE THAT
A JUDGMENT UPON AN AWARD RENDERED BY THE ARBITRATORS MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
THE COMPANY SHALL PAY ALL COSTS UNIQUELY ATTRIBUTABLE TO ARBITRATION, INCLUDING
THE ADMINISTRATIVE FEES AND COSTS OF THE ARBITRATORS.
SUBJECT TO
SECTION 12(D) HEREOF, EACH PARTY SHALL PAY THAT PARTY'S OWN COSTS AND ATTORNEY
FEES, IF ANY.
EXECUTIVE UNDERSTANDS THAT HE IS GIVING UP NO SUBSTANTIVE RIGHTS,
AND THIS AGREEMENT SIMPLY GOVERNS FORUM.
THE ARBITRATORS SHALL APPLY THE SAME
STANDARDS A COURT WOULD APPLY TO AWARD ANY DAMAGES, ATTORNEY FEES OR COSTS.
EXECUTIVE SHALL NOT BE REQUIRED TO PAY ANY FEE OR COST THAT HE WOULD NOT
OTHERWISE BE REQUIRED TO PAY IN A COURT ACTION, UNLESS SO ORDERED BY THE
ARBITRATORS.
(F)
BY SIGNING THIS AGREEMENT, EXECUTIVE AND THE COMPANY ACKNOWLEDGE
THAT THE RIGHT TO A COURT TRIAL AND TRIAL BY JURY IS OF VALUE, AND KNOWINGLY AND
VOLUNTARILY WAIVE THAT RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THIS
ARBITRATION PROVISION.
13.
TITLES AND CAPTIONS; SECTION REFERENCES.
ALL SECTION/PARAGRAPH
TITLES OR CAPTIONS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY
DEFINE, LIMIT,