COURT OR OTHER GOVERNMENTAL BODY, OR IN GOOD FAITH
IN ORDER TO ENFORCE THE TERMS AND CONDITIONS OF THIS AGREEMENT.
13.
IN THE EVENT A DISPUTE OR CONTROVERSY ARISES
IN CONNECTION WITH THIS AGREEMENT, SUCH DISPUTE OR CONTROVERSY SHALL BE
SUBMITTED FOR BINDING ARBITRATION IN ACCORDANCE WITH SECTION 18 OF THE
EMPLOYMENT AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (A) THE
PARTIES SHALL BE ENTITLED TO SEEK FULL INJUNCTIVE AND EQUITABLE RELIEF IN ANY
COURT OF COMPETENT JURISDICTION AS A RESULT OF
6
ANY ALLEGED VIOLATION OF THE TERMS OF THIS AGREEMENT AND (B) ANY CLAIM FOR
ARBITRATION HEREUNDER MUST BE INITIATED WITHIN ONE HUNDRED EIGHTY (180) DAYS
AFTER THE PARTY SEEKING ARBITRATION HAS KNOWLEDGE (OR SHOULD HAVE KNOWLEDGE) OF
THE ACT OR OCCURRENCE GIVING RISE TO SUCH CLAIM.
14.
THE TERMS DESCRIBED IN THIS AGREEMENT (AND
THE TERMS OF ANY OTHER AGREEMENTS REFERENCED HEREIN) CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN YOU AND THE COMPANY AND MAY NOT BE ALTERED OR MODIFIED OTHER
THAN IN A WRITING SIGNED BY YOU AND THE COMPANY.
NO PROMISE, INDUCEMENT OR
AGREEMENT NOT EXPRESSED HEREIN HAS BEEN MADE TO YOU IN CONNECTION WITH THIS
AGREEMENT.
THE EMPLOYMENT AGREEMENT IS TERMINATED IN ALL RESPECTS OTHER THAN
THE PROVISIONS SET FORTH IN SECTIONS 6, 7, 9, 11 AND 18 WHICH SHALL SURVIVE SUCH
TERMINATION.
ACCORDINGLY, EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE HEREIN,
THIS AGREEMENT SUPERSEDES ALL PRIOR ARRANGEMENTS, COMMUNICATIONS, COMMITMENTS OR
OBLIGATIONS BETWEEN YOURSELF AND THE COMPANY (INCLUDING, WITHOUT LIMITATION, THE
EMPLOYMENT AGREEMENT AND THE ARBITRATION PROVISION OF SUCH AGREEMENT SHALL BE
TERMINATED, WITHOUT ANY FURTHER EFFECT).
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED ELSEWHERE HEREIN, IN THE EVENT OF ANY CONFLICT BETWEEN THIS
AGREEMENT AND THE TERMS OF ANY OTHER AGREEMENTS OR ANY RELATED DOCUMENTATION,
BETWEEN YOU AND THE COMPANY, THIS AGREEMENT WILL CONTROL.
15.
THIS AGREEMENT SHALL NOT BECOME EFFECTIVE,
AND NO PAYMENTS SHALL BE DUE YOU HEREUNDER, UNTIL SUCH TIME AS IT HAS BEEN
SIGNED BY YOU AND DELIVERED TO THE COMPANY AND THE REVOCATION PERIOD HAS EXPIRED
WITHOUT ANY REVOCATION BY YOU OF THIS AGREEMENT.
16.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THERE SHALL BE DEDUCTED OR WITHHELD FROM ALL AMOUNTS PAYABLE TO YOU
HEREUNDER SUCH MINIMUM AMOUNTS AS ARE REQUIRED BY LAW TO BE WITHHELD FOR
FEDERAL, STATE, CITY OR OTHER TAXES AND ANY OTHER AMOUNTS AUTHORIZED FOR
DEDUCTION BY OR REQUIRED BY LAW.
THE MINIMUM WITHHOLDING OBLIGATIONS THAT ARISE
WITH RESPECT TO SHARES OF COMPANY STOCK UNDER SECTION 2 MAY BE SETTLED WITH
STOCK THAT IS PART OF THE GRANT THAT GIVES RISE TO SUCH MINIMUM WITHHOLDING
OBLIGATIONS, IN ACCORDANCE WITH SUCH PROCEDURES ESTABLISHED UNDER THE PLAN.
17.
YOU ACKNOWLEDGE THAT YOU:
(A) HAVE
CAREFULLY READ THE AGREEMENT IN ITS ENTIRETY; (B) HAVE HAD AN OPPORTUNITY OF UP
TO TWENTY-ONE (21) DAYS TO CONSIDER IT AND TO CONSULT WITH INDEPENDENT LEGAL
COUNSEL ABOUT IT (IF YOU WISHED TO DO SO), BUT MAY EXECUTE IT AT ANY TIME DURING
THAT TIME PERIOD; (C) FULLY UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT; AND