PREVENT YOU FROM ENTERING INTO THIS LETTER
AGREEMENT OR PERFORMING ALL OF YOUR DUTIES AND RESPONSIBILITIES HEREUNDER; AND
(C) EXCEPT AS PREVIOUSLY DISCLOSED TO THE COMPANY PRIOR TO THE EMPLOYMENT
COMMENCEMENT DATE, YOU ARE NOT A PARTY TO ANY AGREEMENT CONTAINING ANY
NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY OR OTHER RESTRICTIONS ON YOUR
ACTIVITIES.
YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU WILL NOT BRING TO THE
COMPANY, OR IMPROPERLY UTILIZE HERE IN YOUR WORK OR OTHERWISE, ANY DOCUMENTS,
MEMORANDA, OR OTHER CONFIDENTIAL INFORMATION OR TRADE SECRETS WHICH WERE
PRODUCED OR OBTAINED BY YOU DURING YOUR PRIOR EMPLOYMENT AND (2) NO SUCH
INFORMATION SHOULD BE DISCUSSED WITH OR DISCLOSED TO ANYONE AT THE COMPANY, IN
CONNECTION WITH THAT PERSON'S WORK OR OTHERWISE.
YOU FURTHER REPRESENT AND
WARRANT TO THE COMPANY THAT, TO THE BEST OF YOUR KNOWLEDGE, INFORMATION AND
BELIEF, YOU ARE NOT AWARE OF ANY ACTION TAKEN BY YOU (OR ANY FAILURE TO ACT)
THAT COULD FORM THE BASIS FOR A BREACH OF FIDUCIARY DUTY OR RELATED CLAIM
AGAINST YOU BY ANY CURRENT OR FORMER EMPLOYER.
9.
ASSIGNMENT.
NOTWITHSTANDING ANYTHING ELSE HEREIN, THIS LETTER
AGREEMENT IS PERSONAL TO YOU AND NEITHER THIS LETTER AGREEMENT NOR ANY RIGHTS
HEREUNDER MAY BE ASSIGNED BY YOU.
THE COMPANY MAY ASSIGN THIS LETTER AGREEMENT
TO AN AFFILIATE OR TO ANY ACQUIROR OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS
AND/OR ASSETS OF THE COMPANY, IN WHICH CASE THE TERM "COMPANY" WILL MEAN SUCH
AFFILIATE OR ACQUIROR.
THIS LETTER AGREEMENT WILL INURE TO THE BENEFIT OF AND
BE BINDING UPON THE PERSONAL OR LEGAL
9
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES, LEGATEES AND PERMITTED ASSIGNEES OF THE PARTIES.
10.
ARBITRATION.
YOU AGREE THAT ALL DISAGREEMENTS, DISPUTES AND
CONTROVERSIES BETWEEN YOU AND THE COMPANY ARISING UNDER OR IN CONNECTION WITH
THIS LETTER AGREEMENT, OTHER THAN INJUNCTIVE RELIEF UNDER PARAGRAPH 7(G), WILL
BE SETTLED BY ARBITRATION CONDUCTED BEFORE A SINGLE ARBITRATOR MUTUALLY AGREED
TO BY THE COMPANY AND YOU, SITTING IN FAIRFIELD COUNTY, CONNECTICUT OR SUCH
OTHER LOCATION AGREED TO BY YOU AND THE COMPANY, IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT; PROVIDED, HOWEVER, THAT IF THE COMPANY AND YOU ARE UNABLE TO AGREE ON A
SINGLE ARBITRATOR WITHIN 30 DAYS OF THE DEMAND BY ANOTHER PARTY FOR ARBITRATION,
AN ARBITRATOR WILL BE DESIGNATED BY THE BOSTON OFFICE OF THE AMERICAN
ARBITRATION ASSOCIATION.
THE DETERMINATION OF THE ARBITRATOR WILL SET FORTH IN
WRITING FINDINGS OF FACT AND CONCLUSIONS OF LAW UPON WHICH THE DETERMINATION WAS
BASED, AND WILL BE FINAL AND BINDING ON YOU AND THE COMPANY.
EACH PARTY WAIVES
RIGHT TO TRIAL BY JURY AND FURTHER REVIEW OR APPEAL OF THE ARBITRATOR'S RULING.
JUDGMENT MAY BE ENTERED ON THE AWARD OF THE ARBITRATOR IN ANY COURT HAVING
PROPER JURISDICTION.
THE ARBITRATOR WILL, IN ITS AWARD, ALLOCATE BETWEEN THE
PARTIES THE COSTS OF ARBITRATION, INCLUDING THE ARBITRATOR'S FEES AND EXPENSES,
IN SUCH PROPORTIONS AS THE ARBITRATOR DEEMS JUST.
EACH PARTY SHALL PAY ITS OWN
ATTORNEYS' FEES AND EXPENSES IN CONNECTION