SO
REFORMED.
SECTION
10.
NONSOLICITATION.
THE EXECUTIVE SHALL NOT, DIRECTLY OR
INDIRECTLY, DURING THE NONCOMPETITION PERIOD, (A) TAKE ANY ACTION TO SOLICIT OR
DIVERT ANY BUSINESS (OR POTENTIAL BUSINESS) OR CUSTOMERS (OR POTENTIAL
CUSTOMERS) AWAY FROM THE COMPANY, PSI OR ITS AFFILIATES, (B) INDUCE CUSTOMERS,
POTENTIAL CUSTOMERS, SUPPLIERS, AGENTS OR OTHER PERSONS UNDER CONTRACT OR
OTHERWISE ASSOCIATED OR DOING BUSINESS WITH THE COMPANY, PSI OR ITS AFFILIATES
TO TERMINATE, REDUCE OR ALTER ANY SUCH ASSOCIATION OR BUSINESS WITH OR FROM THE
COMPANY, PSI OR ITS AFFILIATES AND/OR (C) INDUCE ANY PERSON IN THE EMPLOYMENT OF
THE COMPANY, PSI OR ITS AFFILIATES OR ANY CONSULTANT TO THE COMPANY, PSI OR ITS
AFFILIATES TO (I) TERMINATE SUCH EMPLOYMENT OR CONSULTING ARRANGEMENT, (II)
ACCEPT EMPLOYMENT, OR ENTER INTO ANY CONSULTING ARRANGEMENT, WITH ANYONE OTHER
THAN THE COMPANY, PSI OR ITS AFFILIATES (EXCEPT TO THE EXTENT THE CONSULTANT
MAKES ITS SERVICES AVAILABLE TO THIRD PARTIES ON A REGULAR BASIS) AND/OR (III)
INTERFERE WITH THE CUSTOMERS, SUPPLIERS OR CLIENTS OF THE COMPANY, PSI OR ITS
AFFILIATES IN ANY MANNER OR THE BUSINESS OF THE COMPANY, PSI OR ITS AFFILIATES
IN ANY MANNER.
FOR PURPOSES OF THIS SECTION 10, A "POTENTIAL CUSTOMER" SHALL
MEAN A PERSON OR ENTITY THAT THE COMPANY, PSI OR ITS AFFILIATES, AS OF THE DATE
THE EXECUTIVE'S EMPLOYMENT TERMINATES, IS SOLICITING OR IS CONSIDERING
SOLICITING (OR HAS TARGETED FOR SOLICITATION).
SECTION
11.
REMEDIES.
THE EXECUTIVE HEREBY AGREES THAT A VIOLATION OF
THE PROVISIONS OF SECTION 8, 9 OR 10 HEREOF MAY CAUSE IRREPARABLE INJURY TO THE
COMPANY, PSI AND ITS AFFILIATES FOR WHICH THEY WOULD HAVE NO ADEQUATE REMEDY AT
LAW.
ACCORDINGLY, IN THE EVENT OF ANY SUCH VIOLATION, THE COMPANY, PSI AND/OR
ITS AFFILIATES SHALL BE ENTITLED TO PRELIMINARY AND OTHER INJUNCTIVE RELIEF.
ANY SUCH INJUNCTIVE RELIEF SHALL BE IN ADDITION TO ANY OTHER REMEDIES TO WHICH
THE COMPANY, PSI AND/OR ITS AFFILIATES MAY BE ENTITLED AT LAW OR IN EQUITY OR
OTHERWISE.
SECTION
12.
ARBITRATION.
ANY DISPUTE OR CONTROVERSY ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT (OTHER THAN ANY DISPUTE OR CONTROVERSY ARISING
FROM A VIOLATION OR ALLEGED VIOLATION BY THE EXECUTIVE OF THE PROVISIONS OF
SECTION 8, 9 OR 10 HEREOF) SHALL BE SETTLED EXCLUSIVELY BY FINAL AND BINDING
ARBITRATION IN HOUSTON, TEXAS, IN ACCORDANCE WITH THE RULES FOR THE RESOLUTION
OF EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA").
THE
ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES, IF POSSIBLE.
IF THE PARTIES FAIL TO REACH AGREEMENT UPON APPOINTMENT OF AN ARBITRATOR WITHIN
30 DAYS FOLLOWING RECEIPT BY ONE PARTY OF THE OTHER PARTY'S NOTICE OF DESIRE TO
ARBITRATE, THE ARBITRATOR SHALL BE SELECTED FROM A PANEL OR PANELS OF PERSONS
SUBMITTED BY THE AAA.
THE SELECTION PROCESS SHALL BE THAT WHICH IS SET FORTH IN
THE AAA RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN PREVAILING, EXCEPT
THAT, IF THE PARTIES FAIL TO SELECT AN ARBITRATOR FROM ONE OR MORE PANELS, AAA
SHALL NOT HAVE THE POWER TO MAKE AN APPOINTMENT BUT SHALL