AGREEMENT MUST BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF
MINNESOTA, AND BOTH PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SAID
COURTS FOR THIS PURPOSE AND AGREE NOT TO ASSERT THAT SUCH COURTS ARE AN
INCONVENIENT FORUM.
NEITHER THE PARENT COMPANY NOR THE SUBSIDIARY WILL ASSERT
IN ANY DISPUTE OR CONTROVERSY WITH YOU ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT YOUR FAILURE TO EXHAUST ADMINISTRATIVE REMEDIES.
10.
RELATED AGREEMENTS.
TO THE EXTENT THAT ANY
PROVISION OF ANY OTHER BENEFIT PLAN OR AGREEMENT BETWEEN THE PARENT COMPANY AND
YOU OR THE SUBSIDIARY AND YOU LIMITS, QUALIFIES OR IS INCONSISTENT WITH ANY
PROVISION OF THIS AGREEMENT, THE PROVISION OF THIS AGREEMENT WILL CONTROL.
NOTHING IN THIS AGREEMENT PREVENTS OR LIMITS YOUR CONTINUING OR FUTURE
PARTICIPATION IN, AND RIGHTS UNDER, ANY BENEFIT PLAN PROVIDED BY THE PARENT
COMPANY OR THE SUBSIDIARY AND FOR WHICH YOU MAY QUALIFY.
AMOUNTS WHICH ARE
VESTED BENEFITS OR TO WHICH YOU ARE OTHERWISE ENTITLED UNDER ANY BENEFIT PLAN OR
OTHER AGREEMENT WITH THE PARENT COMPANY OR THE SUBSIDIARY AT OR SUBSEQUENT TO
THE DATE OF TERMINATION WILL BE PAYABLE IN ACCORDANCE WITH THE TERMS THEREOF.
FURTHERMORE, NOTHING IN THIS AGREEMENT WILL PREVENT THE PARENT COMPANY, THE
SUBSIDIARY OR THE SUCCESSOR TO THE PARENT COMPANY OR THE SUBSIDIARY FROM SEEKING
ENFORCEMENT OF AND DAMAGES ARISING UNDER ANY CONFIDENTIALITY, INVENTION
ASSIGNMENT OR NON-COMPETITION PROVISION OR BREACH THEREOF CONTAINED IN ANY OTHER
AGREEMENT WITH THE PARENT COMPANY OR THE SUBSIDIARY OR ANY SUCCESSOR TO THE
PARENT COMPANY OR THE SUBSIDIARY.
11.
NO EMPLOYMENT OR SERVICE CONTRACT.
NOTHING
IN THIS AGREEMENT IS INTENDED TO PROVIDE YOU WITH ANY RIGHT TO CONTINUE IN THE
EMPLOY OF THE SUBSIDIARY FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH
OR OTHERWISE RESTRICT IN ANY WAY YOUR RIGHTS OR THE RIGHTS OF THE SUBSIDIARY,
WHICH RIGHTS ARE HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE YOUR EMPLOYMENT
AT ANY TIME FOR ANY REASON OR NO REASON WHATSOEVER, WITH OR WITHOUT CAUSE.
12.
SURVIVAL.
THE RESPECTIVE OBLIGATIONS OF,
AND BENEFITS AFFORDED TO, THE PARENT COMPANY, THE SUBSIDIARY AND YOU WHICH BY
THEIR EXPRESS TERMS OR CLEAR INTENT SURVIVE TERMINATION OF YOUR EMPLOYMENT WITH
THE SUBSIDIARY OR TERMINATION OF THIS AGREEMENT, AS THE CASE MAY BE, WILL
SURVIVE TERMINATION OF YOUR EMPLOYMENT WITH THE SUBSIDIARY OR TERMINATION OF
THIS AGREEMENT, AS THE CASE MAY BE, AND WILL REMAIN IN FULL FORCE AND EFFECT
ACCORDING TO THEIR TERMS.
13.
MISCELLANEOUS.
NO PROVISION OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED OTHER THAN IN A WRITING SIGNED
BY YOU, THE PARENT COMPANY AND THE SUBSIDIARY.
NO WAIVER BY ANY PARTY TO THIS
AGREEMENT AT ANY TIME OF ANY BREACH BY ANOTHER PARTY OF ANY PROVISION OF THIS
AGREEMENT WILL BE DEEMED A WAIVER OF ANY OTHER PROVISIONS AT THE SAME OR AT ANY
OTHER TIME.
THIS AGREEMENT REFLECTS THE FINAL AND COMPLETE AGREEMENT OF THE
PARTIES AND SUPERSEDES ALL PRIOR AND SIMULTANEOUS AGREEMENTS WITH RESPECT TO THE
SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION ANY