his employment with the Company for any reason, he will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company and its affiliates, except that he may retain personal notes,
notebooks and diaries. Executive further agrees that he will not retain or use
for his account at any time any trade names, trademark or other proprietary
business designation used or owned in connection with the business of the
Company or its affiliates.
11. Specific Performance. Executive acknowledges and agrees that the
Company's remedies at law for a breach or threatened breach of any of the
provisions of Sections 9 and 10 hereof would be inadequate and, in recognition
of this fact, 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 seek equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction or
any other equitable remedy which may then be available.
12. Continuation of Employment. Unless the parties otherwise agree in
writing or the Agreement is extended pursuant to Section 2 hereof, continuation
of Executive's employment with the Company after the expiration of the
Employment Agreement shall be deemed an employment at will and shall not be
deemed to extend any of the provisions of this Agreement, and Executive's
employment may thereafter be terminated at will by Executive or the Company.
(a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of New York.
(b) Entire Agreement/Amendments. This Agreement, the Holdings LLC
Agreement and the Exclusivity Agreement contain the entire understanding of the
parties with respect to the employment of Executive by the Company. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein or therein. This Agreement may not be altered,
modified, or amended except by written instrument signed by the parties hereto.
(c) No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of
such party's rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.