AFFECT THE REMAINDER THEREOF, WHICH SHALL BE GIVEN THE
MAXIMUM EFFECT POSSIBLE AND SHALL BE FULLY ENFORCED, WITHOUT REGARD TO THE
INVALID PORTIONS. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IF THE COVENANTS SET FORTH IN SECTION 7 ARE FOUND BY A COURT OR AN
ARBITRATOR TO BE UNREASONABLE, EXECUTIVE AND THE COMPANY AGREE THAT THE MAXIMUM
PERIOD, SCOPE OR GEOGRAPHICAL AREA THAT IS FOUND TO BE REASONABLE SHALL BE
SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA, AND THAT THE COURT OR
ARBITRATOR SHALL REVISE THE RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM
PERIOD, SCOPE AND AREA PERMITTED BY LAW. IF ANY OF THE COVENANTS OF SECTIONS 5
THROUGH 8 ARE DETERMINED TO BE WHOLLY OR PARTIALLY UNENFORCEABLE IN ANY
JURISDICTION, SUCH DETERMINATION SHALL NOT BE A BAR TO OR IN ANY WAY DIMINISH
THE COMPANY'S RIGHT TO ENFORCE ANY SUCH COVENANT IN ANY OTHER JURISDICTION.
10.
INDEMNIFICATION. THE COMPANY SHALL INDEMNIFY EXECUTIVE AGAINST ANY
AND ALL LOSSES, LIABILITIES, DAMAGES, EXPENSES (INCLUDING ATTORNEYS' FEES)
JUDGMENTS, FINES AND AMOUNTS PAID IN SETTLEMENT INCURRED BY EXECUTIVE IN
CONNECTION WITH ANY CLAIM, ACTION, SUIT OR PROCEEDING (WHETHER CIVIL, CRIMINAL,
ADMINISTRATIVE OR INVESTIGATIVE), INCLUDING ANY ACTION BY OR IN THE RIGHT OF THE
COMPANY, BY REASON OF ANY ACT OR OMISSION TO ACT IN CONNECTION WITH THE
PERFORMANCE OF HIS DUTIES HEREUNDER TO THE FULL EXTENT THAT THE COMPANY IS
PERMITTED TO INDEMNIFY A DIRECTOR, OFFICER, EMPLOYEE OR AGENT AGAINST THE
FOREGOING UNDER APPLICABLE LAW. THE COMPANY SHALL AT ALL TIMES CAUSE EXECUTIVE
TO BE INCLUDED, IN HIS CAPACITY HEREUNDER, UNDER ALL LIABILITY INSURANCE
COVERAGE (OR SIMILAR INSURANCE COVERAGE) MAINTAINED BY THE COMPANY FROM TIME TO
TIME.
8
11.
ARBITRATION. IN THE EVENT THAT ANY DISPUTE ARISES BETWEEN THE
COMPANY AND THE EXECUTIVE REGARDING OR RELATING TO THIS AGREEMENT AND/OR ANY
ASPECT OF THE EXECUTIVE'S EMPLOYMENT RELATIONSHIP WITH THE COMPANY, THE PARTIES
CONSENT TO RESOLVE SUCH DISPUTE THROUGH MANDATORY ARBITRATION UNDER THE
COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), BEFORE A
SINGLE ARBITRATOR IN NEW YORK, NEW YORK. THE PARTIES HEREBY CONSENT TO THE ENTRY
OF JUDGMENT UPON AWARD RENDERED BY THE ARBITRATOR IN ANY COURT OF COMPETENT
JURISDICTION. NOTWITHSTANDING THE FOREGOING, HOWEVER, SHOULD ADEQUATE GROUNDS
EXIST FOR SEEKING IMMEDIATE INJUNCTIVE OR IMMEDIATE EQUITABLE RELIEF, ANY PARTY
MAY SEEK AND OBTAIN SUCH RELIEF. THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE
JURISDICTION IN THE STATE AND FEDERAL COURTS OF OR IN THE STATE OF NEW YORK FOR
PURPOSES OF SEEKING SUCH INJUNCTIVE OR EQUITABLE RELIEF AS SET FORTH ABOVE.
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, ANY AND ALL OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY THE PARTIES IN CONNECTION WITH SUCH ARBITRATION (INCLUDING
ATTORNEYS' FEES) SHALL BE ALLOCATED BY THE ARBITRATOR IN SUBSTANTIAL CONFORMANCE
WITH HIS OR HER DECISION ON THE MERITS OF THE ARBITRATION.
12.
MUTUAL REPRESENTATIONS.
(A)
EXECUTIVE ACKNOWLEDGES THAT BEFORE SIGNING THIS AGREEMENT,
EXECUTIVE WAS GIVEN THE OPPORTUNITY TO READ IT, EVALUATE IT AND DISCUSS IT WITH
EXECUTIVE'S PERSONAL ADVISORS. EXECUTIVE FURTHER ACKNOWLEDGES THAT THE COMPANY
HAS NOT