BY REASON OF LEAVING THE SERVICE OF SUCH
COMPANY) NOR SHALL THE EXECUTIVE KNOWINGLY EMPLOY OR AID OR ASSIST IN OR PROCURE
THE EMPLOYMENT BY ANY OTHER PERSON, FIR OR COMPANY OF ANY SUCH PERSON.
(C)
WHILE THE RESTRICTIONS AFORESAID ARE CONSIDERED BY THE PARTIES TO
BE REASONABLE IN ALL THE CIRCUMSTANCES, IT IS AGREED THAT IF ANY OF SUCH
RESTRICTIONS SHALL, TAKEN TOGETHER, BE ADJUDGED TO GO BEYOND WHAT IS REASONABLE
IN ALL THE CIRCUMSTANCES FOR THE PROTECTION OF THE LEGITIMATE INTERESTS OF THE
COMPANY OR ANY GROUP COMPANY BUT WOULD BE ADJUDGED REASONABLE IF PART OF THE
WORDING THEREOF WERE DELETED OR MODIFIED THE SAID RESTRICTIONS SHALL APPLY WITH
SUCH WORDS DELETED OR MODIFIED.
(D)
THE EXECUTIVE HEREBY AGREES THAT HE WILL AT THE REQUEST AND AT THE
COST OF THE COMPANY ENTER INTO A DIRECT AGREEMENT OR UNDERTAKING WITH ANY GROUP
COMPANY WHEREBY HE WILL ACCEPT RESTRICTIONS AND PROVISIONS CORRESPONDING TO THE
RESTRICTIONS AND PROVISIONS HEREIN CONTAINED (OR SUCH OF THEM AS MAY BE
APPROPRIATE IN THE CIRCUMSTANCES) IN RELATION TO SUCH SERVICES AND SUCH AREA AND
FOR SUCH PERIOD AS SUCH COMPANY OR COMPANIES MAY REASONABLY REQUIRE FOR THE
PROTECTION OF ITS OR THEIR LEGITIMATE INTERESTS PROVIDED THAT HE TERMS OF SUCH
RESTRICTIONS AND PROVISIONS WILL NOT BE MORE ONEROUS THAN THE RESTRICTIONS AND
PROVISIONS OF THIS AGREEMENT.
15
17.
DISCIPLINARY, DISMISSAL AND GRIEVANCE PROCEDURES
IF THE EXECUTIVE HAS ANY GRIEVANCE RELATING TO HIS EMPLOYMENT OR IF HE IS
DISSATISFIED WITH ANY DISCIPLINARY DECISION AFFECTING HIM, HE SHOULD RAISE THIS
IN WRITING WITH THE EXECUTIVE CHAIRMAN.
18.
SUCCESSORS
THE EXECUTIVE'S PERFORMANCE HEREUNDER IS PERSONAL TO THE EXECUTIVE AND SHALL NOT
BE ASSIGNABLE BY THE EXECUTIVE.
19.
LEGAL EXPENSES
THE COMPANY WILL PAY OR REIMBURSE THE EXECUTIVE FOR ALL COSTS AND EXPENSES
(INCLUDING COURT COSTS AND ATTORNEY'S FEES) INCURRED BY THE EXECUTIVE AS A
RESULT OF ANY CLAIM, ACTION OR PROCEEDING ARISING OUT OF, OR CHALLENGING THE
VALIDITY, OR ENFORCEABILITY OF, THIS AGREEMENT OR ANY PROVISION HEREOF OR ANY
BENEFIT OR AWARD CONTEMPLATED HEREIN, BUT ONLY IF THE EXECUTIVE IS THE
PREVAILING PARTY, IN WHOLE OR IN SIGNIFICANT PART, WITH RESPECT TO SUCH CLAIM,
ACTION OR PROCEEDING.
THE COMPANY WILL PAY DIRECTLY TO THE RELEVANT LEGAL ADVISORS THE EXECUTIVE'S
PROFESSIONAL LEGAL FEES INCURRED IN RESPECT OF ENTRY INTO THIS AGREEMENT.
20.
INSURANCE
THE COMPANY SHALL PROVIDE DIRECTORS' AND OFFICERS' LIABILITY INSURANCE COVER TO
THE EXECUTIVE FOR THE DURATION OF THE TERM (AS EXTENDED) ON THE SAME LEVEL OF
COVER AS PROVIDED TO OTHER DIRECTORS OF THE COMPANY FROM TIME TO TIME AND WILL
KEEP SUCH COVER IN PLACE FOR AS LONG AS REASONABLY NECESSARY TO COVER ALL AND
ANY RISK OF A CLAIM AGAINST THE EXECUTIVE.
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21.
SURVIVAL OF OPERATIVE SECTIONS.
THE EXPIRATION OR TERMINATION OF THIS AGREEMENT HOWSOEVER ARISING SHALL NOT
OPERATE TO AFFECT SUCH OF THE PROVISIONS HEREOF AS ARE EXPRESSED OR INTENDED TO
REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING SUCH TERMINATION.
22.
MISCELLANEOUS
WAIVER; AMENDMENT
THE FAILURE OF A PARTY