ANY JURISDICTION WHERE THIS AGREEMENT MAY BE SUBJECT TO REVIEW AND
INTERPRETATION, THE TERMS OF SUCH RESTRICTION, FOR THE PURPOSE ONLY OF THE
OPERATION OF SUCH RESTRICTION IN SUCH JURISDICTION, WILL BE THE MAXIMUM
RESTRICTION ALLOWED BY THE LAWS OF SUCH JURISDICTION AND SUCH RESTRICTION WILL
BE DEEMED TO HAVE BEEN REVISED ACCORDINGLY HEREIN.
10.
REMEDIES; SURVIVAL.
THE PARTIES EACH ACKNOWLEDGE AND UNDERSTAND
THAT THE COVENANTS CONTAINED IN SECTIONS 7 AND 8 HEREOF, THE VIOLATION OF WHICH
CANNOT BE ACCURATELY COMPENSATED FOR IN DAMAGES BY AN ACTION AT LAW, ARE OF
CRUCIAL IMPORTANCE TO THE BENEFITED PARTY, AND THAT THE BREACH OR THREATENED
BREACH OF ANY OF SUCH PROVISIONS BY THE OTHER PARTY WOULD CAUSE THE BENEFITED
PARTY IRREPARABLE HARM.
IN THE EVENT OF A BREACH OR THREATENED BREACH BY THE
OTHER PARTY OF ANY OF THE PROVISIONS OF SECTIONS 7 OR 8 HEREOF, THE BENEFITED
PARTY WILL BE ENTITLED TO SEEK AN INJUNCTION RESTRAINING THE OTHER PARTY FROM
SUCH BREACH.
NOTHING HEREIN CONTAINED WILL BE CONSTRUED AS PROHIBITING THE
BENEFITED PARTY FROM PURSUING ANY OTHER REMEDIES AVAILABLE IN LAW OR IN EQUITY
FOR ANY BREACH OR THREATENED BREACH OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, DAMAGES AND AN EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS AND
OTHER BENEFITS ARISING FROM SUCH BREACH.
11.
COOPERATION.
THE EXECUTIVE WILL COOPERATE WITH ANY REASONABLE
REQUEST OF THE COMPANY FOR ASSISTANCE FROM THE EXECUTIVE IN RESPECT OF THE
TRANSITION OF THE EXECUTIVE'S PREVIOUS RESPONSIBILITIES WITH THE COMPANY TO HIS
SUCCESSOR, THROUGH DECEMBER 31, 2009 AND THE EXECUTIVE ALSO WILL COOPERATE WITH
ANY REASONABLE REQUEST OF THE COMPANY TO PARTICIPATE IN THE PREPARATION FOR,
RESPONSE TO, PROSECUTION OF AND/OR DEFENSE OF ANY PENDING, ACTUAL OR THREATENED
LITIGATION OR GOVERNMENTAL INVESTIGATION INVOLVING THE COMPANY THAT INVOLVES
ACTIVITIES ALLEGEDLY OCCURRING WHILE THE EXECUTIVE WAS EMPLOYED BY THE COMPANY.
SUCH ASSISTANCE WILL BE PROVIDED WITH NO ADDITIONAL COMPENSATION TO EXECUTIVE
FROM THE COMPANY AND THE EXECUTIVE AGREES TO ABIDE BY ALL TYPICAL POLICIES OF
THE COMPANY IN RESPECT OF CONFIDENTIALITY, NON DISCLOSURE AND THE LIKE IN THE
PROVIDING BY EXECUTIVE OF SUCH ASSISTANCE.
THE COMPANY WILL, HOWEVER, REIMBURSE
THE EXECUTIVE FOR ALL REASONABLE OUT-OF-POCKET EXPENSES HE INCURS AS A RESULT OF
SUCH ASSISTANCE WITH PRIOR APPROVAL OF THE COMPANY.
12.
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND
IN ALL RESPECTS TO BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE
WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT GIVING EFFECT TO THE PRINCIPLES
OF CONFLICTS OF LAW UNDER MARYLAND LAW.
THE PARTIES SHALL SUBMIT TO THE
JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN MARYLAND IN
THE EVENT THAT THERE IS ANY CLAIM OF BREACH OF THIS AGREEMENT.
BOTH PARTIES
HEREBY WAIVE THEIR RIGHTS TO HAVE ANY SUCH CLAIM RESOLVED IN A JURY TRIAL.
13.
VOLUNTARY EXECUTION BY EXECUTIVE.
THE EXECUTIVE (A) HAS CAREFULLY
READ AND UNDERSTANDS THE PROVISIONS OF THIS AGREEMENT; (B) HAS BEEN GIVEN THE
OPPORTUNITY TO EXAMINE THIS AGREEMENT FOR A PERIOD OF UP TO 21 CALENDAR