REASON, EXECUTIVE SHALL DELIVER TO EMPLOYER ALL
OF (A) THE PROPERTY OF EACH OF HOLDING, EMPLOYER AND THEIR RESPECTIVE AFFILIATES
AND (B) THE NON-PERSONAL DOCUMENTS AND DATA OF ANY NATURE AND IN WHATEVER MEDIUM
OF EACH OF HOLDING, EMPLOYER AND THEIR RESPECTIVE AFFILIATES, AND HE SHALL NOT
TAKE WITH HIM ANY SUCH PROPERTY, DOCUMENTS OR DATA OR ANY REPRODUCTION THEREOF,
OR ANY DOCUMENTS CONTAINING OR PERTAINING TO ANY CONFIDENTIAL INFORMATION.
WHETHER DOCUMENTS OR DATA ARE "PERSONAL" OR "NON-PERSONAL" SHALL BE DETERMINED
AS FOLLOWS:
EXECUTIVE SHALL PRESENT ANY DOCUMENTS OR
9
DATA THAT HE WISHES TO TAKE WITH HIM TO THE CHIEF LEGAL OFFICER OF EMPLOYER FOR
HIS REVIEW.
THE CHIEF LEGAL OFFICER SHALL MAKE AN INITIAL DETERMINATION WHETHER
ANY SUCH DOCUMENTS OR DATA ARE PERSONAL OR NON-PERSONAL, AND WITH RESPECT TO
SUCH DOCUMENTS OR DATA THAT HE DETERMINES TO BE NON-PERSONAL, SHALL NOTIFY
EXECUTIVE EITHER THAT SUCH DOCUMENTS OR DATA MUST BE RETAINED BY EMPLOYER OR
THAT EMPLOYER MUST MAKE AND RETAIN A COPY THEREOF BEFORE EXECUTIVE MAY TAKE SUCH
DOCUMENTS OR DATA WITH HIM.
ANY DISPUTES AS TO THE PERSONAL OR NON-PERSONAL
NATURE OF ANY SUCH DOCUMENTS OR DATA SHALL FIRST BE PRESENTED TO THE CHAIRMAN OF
EMPLOYER'S BOARD OR TO ANOTHER REPRESENTATIVE DESIGNATED BY EMPLOYER'S BOARD,
AND IF SUCH DISPUTES ARE NOT PROMPTLY RESOLVED BY EXECUTIVE AND THE CHAIRMAN OR
SUCH REPRESENTATIVE, SUCH DISPUTES SHALL BE RESOLVED THROUGH ARBITRATION
PURSUANT TO SECTION 17(B).
13
INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS; FORUM, VENUE AND
JURISDICTION.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COVENANTS, OBLIGATIONS
AND AGREEMENTS OF EXECUTIVE CONTAINED IN SECTIONS 8, 9, 10, 11, 12 AND 13 RELATE
TO SPECIAL, UNIQUE AND EXTRAORDINARY MATTERS AND THAT A VIOLATION OF ANY OF THE
TERMS OF SUCH COVENANTS, OBLIGATIONS OR AGREEMENTS WILL CAUSE EMPLOYER
IRREPARABLE INJURY FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
THEREFORE, EXECUTIVE AGREES THAT EMPLOYER SHALL BE ENTITLED TO AN INJUNCTION,
RESTRAINING ORDER OR SUCH OTHER EQUITABLE RELIEF (WITHOUT THE REQUIREMENT TO
POST BOND) AS A COURT OF COMPETENT JURISDICTION MAY DEEM NECESSARY OR
APPROPRIATE TO RESTRAIN EXECUTIVE FROM COMMITTING ANY VIOLATION OF SUCH
COVENANTS, OBLIGATIONS OR AGREEMENTS.
THESE INJUNCTIVE REMEDIES ARE CUMULATIVE
AND IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES EMPLOYER MAY HAVE.
EMPLOYER,
HOLDING AND EXECUTIVE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA, IN EACH CASE LOCATED IN NEW YORK CITY, IN RESPECT OF THE INJUNCTIVE
REMEDIES SET FORTH IN THIS SECTION 13 AND THE INTERPRETATION AND ENFORCEMENT OF
SECTIONS 8, 9, 10, 11, 12 AND 13 INSOFAR AS SUCH INTERPRETATION AND ENFORCEMENT
RELATE TO ANY REQUEST OR APPLICATION FOR INJUNCTIVE RELIEF IN ACCORDANCE WITH
THE PROVISIONS OF THIS SECTION 13, AND THE PARTIES HERETO HEREBY IRREVOCABLY
AGREE THAT (A) THE SOLE AND EXCLUSIVE APPROPRIATE VENUE FOR ANY SUIT OR
PROCEEDING RELATING SOLELY TO SUCH INJUNCTIVE RELIEF SHALL BE IN SUCH A COURT,
(B) ALL CLAIMS WITH RESPECT TO ANY REQUEST OR APPLICATION