BE CONDUCTED ON A STRICTLY
CONFIDENTIAL BASIS EXCEPT TO THE EXTENT NECESSARY TO ENFORCE ANY JUDGMENT, AND
NEITHER THE COMPANY NOR EXECUTIVE SHALL NOT DISCLOSE THE EXISTENCE OF A CLAIM,
THE NATURE OF A CLAIM, ANY DOCUMENTS, EXHIBITS, OR INFORMATION EXCHANGED OR
PRESENTED IN CONNECTION WITH ANY SUCH A CLAIM, OR THE RESULT OF ANY ARBITRATION
(COLLECTIVELY, "ARBITRATION MATERIALS"), TO ANY THIRD PARTY, WITH THE SOLE
EXCEPTION OF SUCH PARTIES LEGAL COUNSEL, WHO ALSO SHALL BE BOUND BY ALL
CONFIDENTIALITY TERMS OF THIS AGREEMENT.
IN THE EVENT OF ANY COURT PROCEEDING
TO CHALLENGE OR ENFORCE AN ARBITRATOR'S AWARD, THE PARTIES HEREBY CONSENT TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN DALLAS, TEXAS AND
AGREE TO VENUE IN THAT JURISDICTION.
THE PARTIES AGREE TO TAKE ALL STEPS
NECESSARY TO PROTECT THE CONFIDENTIALITY OF THE ARBITRATION MATERIALS IN
CONNECTION WITH ANY SUCH PROCEEDING, AGREE TO FILE ALL CONFIDENTIAL INFORMATION
(AND DOCUMENTS CONTAINING CONFIDENTIAL INFORMATION) UNDER SEAL TO THE EXTENT
POSSIBLE AND AGREE TO THE ENTRY OF AN APPROPRIATE PROTECTIVE ORDER ENCOMPASSING
THE CONFIDENTIALITY TERMS OF THIS AGREEMENT.
EACH PARTY AGREES (A) TO PAY ITS
OWN COSTS AND FEES IN CONNECTION WITH ANY ARBITRATION OF A DISPUTE ARISING UNDER
THIS AGREEMENT, AND ANY COURT PROCEEDING ARISING THEREFROM, REGARDLESS OF
OUTCOME AND (B) THAT THE ARBITRATION COSTS AND OTHER JOINT EXPENSES SHALL BE
BORNE EQUALLY BY THE PARTIES.
14.
NOTICES.
ANY NOTICE, CONSENT, DEMAND, REQUEST OR OTHER
COMMUNICATION GIVEN TO A PERSON IN CONNECTION WITH THIS AGREEMENT (A "NOTICE")
SHALL BE IN WRITING AND DELIVERED IN PERSON, BY FACSIMILE TRANSMISSION (WITH A
NOTICE CONTEMPORANEOUSLY GIVEN BY ANOTHER METHOD SPECIFIED IN THIS SECTION 14),
BY OVERNIGHT COURIER SERVICE OR BY POSTAGE PREPAID MAIL WITH A RETURN RECEIPT
REQUESTED, AT THE FOLLOWING LOCATIONS (OR TO SUCH OTHER ADDRESS AS EITHER PARTY
MAY HAVE FURNISHED TO THE OTHER IN WRITING BY LIKE NOTICE).
ALL SUCH NOTICES
SHALL BE DEEMED TO HAVE BEEN GIVEN AND EFFECTIVE UPON RECEIPT (OR REFUSAL OF
RECEIPT).
If to the Company:
[
]
Attn:
[
]
Facsimile:
[
]
If to Executive:
To the address of his principal residence
as it appears in the Company's records, with a copy to him (during the Term of
Employment) at the Company's principal executive office and with a copy to:
Proskauer LLP
1585 Broadway
New York, NY 10036
Attn:
Michael S. Sirkin, Esq.
Facsimile:
212-969-2900
15.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT, AND THE EXHIBITS ATTACHED
HERETO, CONTAIN THE ENTIRE UNDERSTANDING AND AGREEMENT AMONG THE PARTIES
CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, TERM
SHEETS, UNDERSTANDINGS, DISCUSSIONS, NEGOTIATIONS AND UNDERTAKINGS, WHETHER
WRITTEN OR ORAL, AMONG THEM WITH RESPECT THERETO.
15
(B)
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OR PORTION OF THIS
AGREEMENT SHALL BE DETERMINED TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, IN
WHOLE OR IN PART, THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED
THEREBY AND SHALL REMAIN IN FULL FORCE AND EFFECT TO THE FULLEST EXTENT
PERMITTED BY LAW SO AS TO ACHIEVE THE