ACKNOWLEDGES AND AGREES THAT THE NON-SOLICITATION OBLIGATIONS SET FORTH IN
SECTION 6(A) OF THE EMPLOYMENT AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT
UNTIL THE SECOND ANNIVERSARY OF THE SEPARATION DATE.
7.
NATURE OF AGREEMENT.
THE EXECUTIVE AND THE COMPANY UNDERSTAND
AND AGREE THAT THIS AGREEMENT IS A SEPARATION AGREEMENT AND DOES NOT CONSTITUTE
AN ADMISSION OF LIABILITY OR WRONGDOING ON THE PART OF EITHER PARTY.
8.
AMENDMENT.
THIS AGREEMENT SHALL BE BINDING UPON THE PARTIES AND
MAY NOT BE ABANDONED, SUPPLEMENTED, CHANGED OR MODIFIED IN ANY MANNER, ORALLY OR
OTHERWISE, EXCEPT BY AN INSTRUMENT IN WRITING OF CONCURRENT OR SUBSEQUENT DATE
SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.
THIS
AGREEMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND
THEIR RESPECTIVE AGENTS, ASSIGNS, HEIRS, EXECUTORS, SUCCESSORS AND
ADMINISTRATORS.
9.
WAIVER OF RIGHTS.
NO DELAY OR OMISSION BY THE COMPANY OR THE
EXECUTIVE IN EXERCISING ANY RIGHTS UNDER THIS AGREEMENT SHALL OPERATE AS A
WAIVER OF THAT OR ANY OTHER
3
RIGHT.
A WAIVER OR CONSENT GIVEN BY THE COMPANY OR THE EXECUTIVE ON ANY ONE
OCCASION SHALL BE EFFECTIVE ONLY IN THAT INSTANCE AND SHALL NOT BE CONSTRUED AS
A BAR OR WAIVER OF ANY RIGHT ON ANY OTHER OCCASION.
10.
VALIDITY.
SHOULD ANY PROVISION OF THIS AGREEMENT BE DECLARED OR
BE DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL OR INVALID,
THE VALIDITY OF THE REMAINING PARTS, TERMS, OR PROVISIONS SHALL NOT BE AFFECTED
THEREBY AND SAID ILLEGAL OR INVALID PART, TERM OR PROVISION SHALL BE DEEMED NOT
TO BE A PART OF THIS AGREEMENT.
11.
APPLICABLE LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED
EXCLUSIVELY BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF
LAWS PROVISIONS.
THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND
THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE FOR ANY ACTIONS,
SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT (AND AGREE NOT
TO COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATING THERETO EXCEPT IN SUCH
COURTS), AND FURTHER AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY REGISTERED MAIL TO THE ADDRESS SET FORTH BELOW SUCH PARTY'S
SIGNATURE ON THE SIGNATURE PAGE HERETO SHALL BE EFFECTIVE SERVICE OF PROCESS FOR
ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST SUCH PARTY IN ANY SUCH COURT.
THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE
LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT
IN THE COURTS OF THE STATE OF DELAWARE OR THE UNITED STATES OF AMERICA LOCATED
IN THE STATE OF DELAWARE, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY
WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION,
SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
12.
ACKNOWLEDGMENTS.
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN
GIVEN TWENTY-ONE (21) DAYS TO