the Company, unless required to do so by applicable law or court order, subpoena
or decree or otherwise required by law, with reasonable evidence of such
determination promptly provided to the Company. The preceding sentence of this
Section 10 shall not apply to information which is not unique to the Company or
which is generally known to the industry or the public other than as a result of
Executive's breach of this covenant. Executive agrees that upon termination of
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 Term 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.