AND SHALL INURE TO THE BENEFIT OF, FLEGEL AND THE COMPANY AND THEIR
RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
16.
EFFECT OF BUSINESS COMBINATION TRANSACTIONS.
IN THE EVENT OF
THE MERGER OR CONSOLIDATION OF THE COMPANY WITH ANY UNRELATED CORPORATION OR
CORPORATIONS, OR OF
THE SALE BY THE COMPANY OF A MAJOR PORTION OF ITS ASSETS OR OF ITS BUSINESS AND
GOOD WILL, TO AN UNRELATED THIRD PARTY, THIS AGREEMENT SHALL REMAIN IN EFFECT
AND BE ASSIGNED AND TRANSFERRED TO THE COMPANY'S SUCCESSOR IN INTEREST AS AN
ASSET OF THE COMPANY, AND THE COMPANY SHALL CAUSE SUCH ASSIGNEE TO ASSUME THE
COMPANY'S OBLIGATIONS HEREUNDER.
17.
SOLE AND ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE
SCHEDULES HERETO) REPRESENTS THE SOLE AND ENTIRE AGREEMENT AMONG THE PARTIES AND
SUPERSEDES ALL PRIOR AGREEMENTS (INCLUDING THE EMPLOYMENT AGREEMENT),
NEGOTIATIONS, AND DISCUSSIONS BETWEEN THE PARTIES HERETO AND/OR THEIR RESPECTIVE
COUNSEL.
ANY AGREEMENT AMENDING OR SUPERSEDING THIS AGREEMENT MUST BE IN
WRITING, SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES, SPECIFICALLY
REFERENCE THIS AGREEMENT; AND STATE THE INTENT OF THE PARTIES TO AMEND OR
SUPERSEDE THIS AGREEMENT.
18.
ARBITRATION.
EXCEPT AS PROVIDED IN SECTION 12 REGARDING THE
COMPANY'S RIGHT TO SEEK AN INJUNCTION, THE PARTIES HEREBY AGREE TO SUBMIT ANY
CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TERMS OF THIS AGREEMENT, AS
TO FLEGEL'S EMPLOYMENT, OR AS TO THE TERMINATION OF FLEGEL'S EMPLOYMENT TO
PRIVATE AND CONFIDENTIAL ARBITRATION BY A SINGLE NEUTRAL ARBITRATOR.
SUBJECT TO
THE TERMS OF THIS SECTION, THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY THE
RULES OF AAA APPLICABLE TO EMPLOYMENT DISPUTES AS THEY MAY BE IN EFFECT FROM
TIME TO TIME, AND SHALL TAKE PLACE IN MIAMI, FLORIDA.
THE ARBITRATOR SHALL BE
APPOINTED BY AGREEMENT OF THE PARTIES HERETO OR, IF NO AGREEMENT CAN BE REACHED,
BY AAA PURSUANT TO ITS RULES.
THE DECISION OF THE ARBITRATOR SHALL BE RENDERED
IN WRITING AND BE FINAL AND BINDING ON ALL PARTIES TO THIS AGREEMENT, AND
JUDGMENT THEREON MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.
THE
ARBITRATOR'S FEES AND/OR ANY OTHER FEES PAYABLE TO AAA SHALL BE SHARED IN
ACCORDANCE WITH THE RULES OF AAA.
THE PARTIES SHALL EACH BEAR THEIR OWN
ATTORNEYS' FEES, WITNESS EXPENSES, EXPERT FEES AND OTHER COSTS, EXCEPT TO THE
EXTENT THEY MAY BE AWARDED OTHERWISE BY THE ARBITRATOR IN ACCORDANCE WITH
APPLICABLE LAW.
THIS ARBITRATION PROCEDURE IS INTENDED TO BE THE SOLE AND
EXCLUSIVE METHOD OF RESOLVING ANY CLAIM BETWEEN THE PARTIES, AND EACH OF THE
PARTIES HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO SUCH CLAIMS.
19.
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE PROVIDED SOLELY
FOR THE PARTIES' CONVENIENCE, AND ARE NOT INTENDED TO BE PART OF, NOR TO AFFECT
OR ALTER THE INTERPRETATION OR MEANING OF THIS AGREEMENT.
20.
CONSTRUCTION OF AGREEMENT.
BOTH PARTIES HAVE BEEN
REPRESENTED BY, OR HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL IN
CONNECTION WITH THIS AGREEMENT.
ANY RULE OF CONSTRUCTION TO THE EFFECT THAT
AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING