YEAR OF THE EXECUTIVE NEXT FOLLOWING THE
TAXABLE YEAR OF THE EXECUTIVE IN WHICH THE EXECUTIVE (OR THE COMPANY, ON THE
EXECUTIVE'S BEHALF) REMITS THE RELATED TAXES (OR, IN THE EVENT OF AN AUDIT OR
LITIGATION WITH RESPECT TO SUCH TAX LIABILITY HEREUNDER, NOT LATER THAN THE END
OF THE TAXABLE YEAR OF THE EXECUTIVE NEXT FOLLOWING THE TAXABLE YEAR OF THE
EXECUTIVE IN WHICH THERE IS A FINAL RESOLUTION OF SUCH AUDIT OR LITIGATION
(WHETHER BY REASON OF COMPLETION OF THE AUDIT, ENTRY OF A FINAL AND
NON-APPEALABLE JUDGMENT, FINAL SETTLEMENT, OR OTHERWISE)).
15.
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED OR REFERRED TO HEREIN, THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND ALL PROMISES, REPRESENTATIONS, UNDERSTANDINGS, ARRANGEMENTS AND PRIOR
AGREEMENTS RELATING TO SUCH SUBJECT MATTER (INCLUDING THOSE MADE TO OR WITH THE
EXECUTIVE BY ANY OTHER PERSON OR ENTITY) ARE MERGED HEREIN AND SUPERSEDED IN
THEIR ENTIRETY HEREBY.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF
THIS AGREEMENT (OR EXHIBIT HERETO) AND ANY PLAN, PROGRAM, PRACTICE OR OTHER
AGREEMENT OF THE COMPANY OF WHICH THE EXECUTIVE IS A PARTICIPANT OR A PARTY,
THIS AGREEMENT (AND EXHIBITS HERETO) WILL CONTROL UNLESS THE EXECUTIVE AND THE
COMPANY OTHERWISE AGREE IN WRITING.
16.
MISCELLANEOUS.
(A)
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING ON AND INURE TO THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS AND
PERMITTED ASSIGNS.
THIS AGREEMENT SHALL ALSO BE BINDING ON AND INURE TO THE
BENEFIT OF THE EXECUTIVE AND HIS HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL
REPRESENTATIVES.
IF THE EXECUTIVE DIES BEFORE ALL AMOUNTS PAYABLE TO HIM
HEREUNDER HAVE BEEN PAID, THE UNPAID AMOUNTS WILL BE PAID TO HIS BENEFICIARY
DESIGNATED BY THE EXECUTIVE OR, IF NONE (OR OTHERWISE NOT PERMITTED), TO HIS
ESTATE.
(B)
GOVERNING LAW, WAIVER OF JURY TRIAL.
(I)
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY,
INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEW JERSEY
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY,
EXCEPT THAT THE VALIDITY, INTERPRETATION AND EFFECT OF SECTION 13
(INDEMNIFICATION) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF THE CITY OF THE COMPANY'S HEADQUARTERS AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN (OR LOCATED NEAREST TO)
THE CITY OF THE COMPANY'S HEADQUARTERS, SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE DOCUMENTS
REFERRED TO IN THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY.
EACH PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A
DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION AND ENFORCEMENT
HEREOF, OR ANY SUCH DOCUMENT OR IN RESPECT OF ANY SUCH TRANSACTION,