OF THE
COMPANY TO PAY COMPENSATION OR SEVERANCE OBLIGATIONS UNDER THIS AGREEMENT.
(II)
BECAUSE THE EXECUTIVE'S SERVICES ARE
UNIQUE AND BECAUSE THE EXECUTIVE HAS ACCESS TO CONFIDENTIAL INFORMATION AND WORK
PRODUCT, THE
13
PARTIES HERETO AGREE THAT MONEY DAMAGES WOULD BE AN INADEQUATE REMEDY FOR ANY
BREACH OF THIS AGREEMENT BY THE EXECUTIVE.
THEREFORE, IN THE EVENT OF A BREACH
OR THREATENED BREACH OF THIS AGREEMENT, THE COMPANY OR ITS SUCCESSORS OR ASSIGNS
MAY, IN ADDITION TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR, APPLY TO
ANY COURT OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE
OR OTHER RELIEF IN ORDER TO ENFORCE, OR PREVENT ANY VIOLATIONS OF, THE
PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER SECURITY).
(III)
IN ADDITION TO THE FOREGOING, AND NOT IN ANY
WAY IN LIMITATION THEREOF, OR IN LIMITATION OF ANY RIGHT OR REMEDY OTHERWISE
AVAILABLE TO THE COMPANY, IF THE EXECUTIVE MATERIALLY VIOLATES ANY PROVISION OF
SECTION 5, 6 OR 7 (AND SUCH VIOLATION, IF UNINTENTIONAL ON THE PART OF THE
EXECUTIVE, CONTINUES FOR A PERIOD OF TWENTY-ONE (21) DAYS FOLLOWING RECEIPT OF
WRITTEN NOTICE FROM THE COMPANY), ANY SEVERANCE PAYMENTS THEN OR THEREAFTER DUE
FROM THE COMPANY TO THE EXECUTIVE MAY BE TERMINATED FORTHWITH AND UPON SUCH
ELECTION BY THE COMPANY, THE COMPANY'S OBLIGATION TO PAY AND THE EXECUTIVE'S
RIGHT TO RECEIVE SUCH SEVERANCE PAYMENTS SHALL TERMINATE AND BE OF NO FURTHER
FORCE OR EFFECT.
THE EXECUTIVE'S OBLIGATIONS UNDER SECTIONS 5, 6 OR 7 OF THIS
AGREEMENT SHALL NOT BE LIMITED OR AFFECTED BY, AND SUCH PROVISIONS SHALL REMAIN
IN FULL FORCE AND EFFECT NOTWITHSTANDING THE TERMINATION OF ANY SEVERANCE
PAYMENTS BY THE COMPANY IN ACCORDANCE WITH THIS SECTION 12(A)(III).
THE
EXERCISE OF THE RIGHT TO TERMINATE SUCH PAYMENTS SHALL NOT BE DEEMED TO BE AN
ELECTION OF REMEDIES BY THE COMPANY AND SHALL NOT IN ANY MANNER MODIFY, LIMIT OR
PRECLUDE THE COMPANY FROM EXERCISING ANY OTHER RIGHTS OR SEEKING ANY OTHER
REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY.
(B)
COMPLETE AGREEMENT; SURVIVAL.
THIS
AGREEMENT, THOSE DOCUMENTS EXPRESSLY REFERRED TO HEREIN AND ALL OTHER DOCUMENTS
OF EVEN DATE HEREWITH EMBODY THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE
PARTIES AND SUPERSEDE AND PREEMPT ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR
REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN OR ORAL, WHICH MAY HAVE RELATED
TO THE SUBJECT MATTER HEREOF IN ANY WAY.
THE REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS MADE HEREIN SHALL, AS APPLICABLE, SURVIVE ANY
TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(C)
SUCCESSORS AND ASSIGNS.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE EXECUTIVE AND THE COMPANY AND THEIR RESPECTIVE
SUCCESSORS, ASSIGNS, HEIRS, REPRESENTATIVES AND ESTATE; PROVIDED, HOWEVER, THAT
THE RIGHTS AND OBLIGATIONS OF THE EXECUTIVE UNDER THIS AGREEMENT SHALL NOT BE
ASSIGNED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(D)
GOVERNING LAW.
THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF
DELAWARE WITHOUT GIVING