BROAD, OPPRESSIVE OR UNENFORCEABLE AND (II) TO THE FULLEST EXTENT PERMITTED BY
LAW, SHALL ENFORCE SUCH AGREEMENTS AS SO REFORMED.
SECTION
10.
NONSOLICITATION.
THE EXECUTIVE SHALL NOT,
DIRECTLY OR INDIRECTLY, DURING THE NONCOMPETITION PERIOD, (A) TAKE ANY ACTION TO
SOLICIT OR DIVERT ANY BUSINESS (OR POTENTIAL BUSINESS) OR CUSTOMERS (OR
POTENTIAL CUSTOMERS) AWAY FROM THE COMPANY, PSI OR ITS AFFILIATES, (B) INDUCE
CUSTOMERS, POTENTIAL CUSTOMERS, SUPPLIERS, AGENTS OR OTHER PERSONS UNDER
CONTRACT OR OTHERWISE ASSOCIATED OR DOING BUSINESS WITH THE COMPANY, PSI OR ITS
AFFILIATES TO TERMINATE, REDUCE OR ALTER ANY SUCH ASSOCIATION OR BUSINESS WITH
OR FROM THE COMPANY, PSI OR ITS AFFILIATES AND/OR (C) INDUCE ANY PERSON IN THE
EMPLOYMENT OF THE COMPANY, PSI OR ITS AFFILIATES OR ANY CONSULTANT TO THE
COMPANY, PSI OR ITS AFFILIATES TO (I) TERMINATE SUCH EMPLOYMENT OR CONSULTING
ARRANGEMENT, (II) ACCEPT EMPLOYMENT, OR ENTER INTO ANY CONSULTING ARRANGEMENT,
WITH ANYONE OTHER THAN THE COMPANY, PSI OR ITS AFFILIATES (EXCEPT TO THE EXTENT
THE CONSULTANT MAKES ITS SERVICES AVAILABLE TO THIRD PARTIES ON A REGULAR BASIS)
AND/OR (III) INTERFERE WITH THE CUSTOMERS, SUPPLIERS OR CLIENTS OF THE COMPANY,
PSI OR ITS AFFILIATES IN ANY MANNER OR THE BUSINESS OF THE COMPANY, PSI OR ITS
AFFILIATES IN ANY MANNER.
FOR PURPOSES OF THIS SECTION 10, A "POTENTIAL
CUSTOMER" SHALL MEAN A PERSON OR ENTITY THAT THE COMPANY, PSI OR ITS AFFILIATES,
AS OF THE DATE THE EXECUTIVE'S EMPLOYMENT TERMINATES, IS SOLICITING OR IS
CONSIDERING SOLICITING (OR HAS TARGETED FOR SOLICITATION).
SECTION
11.
REMEDIES.
THE EXECUTIVE HEREBY AGREES THAT
A VIOLATION OF THE PROVISIONS OF SECTION 8, 9 OR 10 HEREOF MAY CAUSE IRREPARABLE
INJURY TO THE COMPANY, PSI AND ITS AFFILIATES FOR WHICH THEY WOULD HAVE NO
ADEQUATE REMEDY AT LAW.
ACCORDINGLY, IN THE EVENT OF ANY SUCH VIOLATION, THE
COMPANY, PSI AND/OR ITS AFFILIATES SHALL BE ENTITLED TO PRELIMINARY AND OTHER
INJUNCTIVE RELIEF.
ANY SUCH INJUNCTIVE RELIEF SHALL BE IN ADDITION TO ANY OTHER
REMEDIES TO WHICH THE COMPANY, PSI AND/OR ITS AFFILIATES MAY BE ENTITLED AT LAW
OR IN EQUITY OR OTHERWISE.
SECTION
12.
ARBITRATION.
ANY DISPUTE OR CONTROVERSY
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OTHER THAN ANY DISPUTE OR
CONTROVERSY ARISING FROM A VIOLATION OR ALLEGED VIOLATION BY THE EXECUTIVE OF
THE PROVISIONS OF SECTION 8, 9 OR 10 HEREOF) SHALL BE SETTLED EXCLUSIVELY BY
FINAL AND BINDING ARBITRATION IN HOUSTON, TEXAS, IN ACCORDANCE WITH THE RULES
FOR THE RESOLUTION OF EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION
ASSOCIATION ("AAA").
THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF
THE PARTIES, IF POSSIBLE.
IF THE PARTIES FAIL TO REACH AGREEMENT UPON
APPOINTMENT OF AN ARBITRATOR WITHIN 30 DAYS FOLLOWING RECEIPT BY ONE PARTY OF
THE OTHER PARTY'S NOTICE OF DESIRE TO ARBITRATE, THE ARBITRATOR SHALL BE
SELECTED FROM A PANEL OR PANELS OF PERSONS SUBMITTED BY THE AAA.
THE SELECTION
PROCESS SHALL BE THAT WHICH IS SET FORTH IN THE AAA RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES THEN PREVAILING, EXCEPT THAT, IF THE PARTIES FAIL TO SELECT
AN