HAS KNOWLEDGE AS A RESULT
OF HIS EMPLOYMENT WITH THE COMPANY, AND WILL PROVIDE REASONABLE ASSISTANCE TO
THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES IN DEFENSE OF
ANY CLAIMS THAT MAY BE MADE AGAINST THE COMPANY OR ITS AFFILIATES, AND WILL
ASSIST THE COMPANY AND ITS AFFILIATES IN THE PROSECUTION OF ANY CLAIMS THAT MAY
BE MADE BY THE COMPANY OR ITS AFFILIATES, TO THE EXTENT THAT SUCH CLAIMS MAY
RELATE TO THE PERIOD OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
THE
EXECUTIVE AGREES TO PROMPTLY INFORM THE COMPANY IF HE BECOMES AWARE OF ANY
LAWSUITS INVOLVING SUCH CLAIMS THAT MAY BE FILED OR THREATENED AGAINST THE
COMPANY OR ITS AFFILIATES.
THE EXECUTIVE ALSO AGREES TO PROMPTLY INFORM THE
COMPANY (TO THE EXTENT HE IS LEGALLY PERMITTED TO DO SO) IF HE IS ASKED TO
ASSIST IN ANY INVESTIGATION OF THE COMPANY OR ITS AFFILIATES (OR
11
THEIR ACTIONS), REGARDLESS OF WHETHER A LAWSUIT OR OTHER PROCEEDING HAS THEN
BEEN FILED AGAINST THE COMPANY OR ITS AFFILIATES WITH RESPECT TO SUCH
INVESTIGATION, AND SHALL NOT DO SO UNLESS LEGALLY REQUIRED.
UPON PRESENTATION
OF APPROPRIATE DOCUMENTATION, THE COMPANY SHALL PAY OR REIMBURSE THE EXECUTIVE
FOR ALL REASONABLE OUT-OF-POCKET TRAVEL, DUPLICATING OR TELEPHONIC EXPENSES
INCURRED BY THE EXECUTIVE IN COMPLYING WITH THIS SECTION 11.
12.
EQUITABLE RELIEF AND OTHER REMEDIES.
(A)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT
THE COMPANY'S REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH OF ANY OF THE
PROVISIONS OF SECTION 10 OR SECTION 11 WOULD BE INADEQUATE AND, IN RECOGNITION
OF THIS FACT, THE EXECUTIVE AGREES THAT, IN THE EVENT OF SUCH A BREACH OR
THREATENED BREACH, IN ADDITION TO ANY REMEDIES AT LAW, THE COMPANY, WITHOUT
POSTING ANY BOND, SHALL BE ENTITLED TO OBTAIN EQUITABLE RELIEF IN THE FORM OF
SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, A TEMPORARY OR PERMANENT
INJUNCTION OR ANY OTHER EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE.
(B)
IN THE EVENT OF A VIOLATION OF SECTION 10 OR
11 OF THIS AGREEMENT, ANY SEVERANCE BEING PAID TO THE EXECUTIVE BY THE COMPANY
PURSUANT TO THIS AGREEMENT (OR ANY SUCCESSOR AGREEMENT) OR OTHERWISE SHALL
IMMEDIATELY CEASE.
13.
NO ASSIGNMENTS.
(A)
THIS AGREEMENT IS PERSONAL TO EACH OF THE
PARTIES HERETO.
EXCEPT AS PROVIDED IN SECTION 13(B) BELOW, NO PARTY MAY ASSIGN
OR DELEGATE ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT FIRST OBTAINING THE
WRITTEN CONSENT OF THE OTHER PARTY HERETO.
(B)
THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANY
SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY PROVIDED THE COMPANY SHALL REQUIRE SUCH SUCCESSOR TO EXPRESSLY ASSUME
AND AGREE TO PERFORM THIS AGREEMENT AND, IF APPLICABLE, ANY CHANGE IN CONTROL
AGREEMENT (BUT WITHOUT CREATING ANY RIGHTS ON A SECOND CHANGE IN CONTROL), IN
THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO
PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
14.
NOTICE.
FOR THE PURPOSE OF THIS AGREEMENT,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE