SO DEFINED) IN ANY ACTION
TO ENFORCE ANY RIGHTS OF EXECUTIVE HEREUNDER.
EXCEPT AS PROVIDED IN THIS
SECTION 10, THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY THE COMPANY.
THIS
AGREEMENT SHALL NOT BE TERMINATED BY THE VOLUNTARY OR INVOLUNTARY DISSOLUTION OF
THE COMPANY.
11.
ARBITRATION.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE BREACH OF THIS AGREEMENT THAT CANNOT BE MUTUALLY
RESOLVED BY THE EXECUTIVE AND THE COMPANY, INCLUDING ANY DISPUTE AS TO THE
CALCULATION OF THE EXECUTIVE'S BENEFITS, BASE SALARY, BONUS AMOUNT OR ANY
SEVERANCE PAYMENT HEREUNDER, OR ANY DISPUTE REGARDING THE EXISTENCE OF CAUSE OR
GOOD REASON IN CONNECTION WITH ANY TERMINATION HEREUNDER, SHALL BE SUBMITTED TO
ARBITRATION IN CHICAGO, ILLINOIS, IN ACCORDANCE WITH THE PROCEDURES OF THE
AMERICAN ARBITRATION ASSOCIATION.
THE DETERMINATION OF THE ARBITRATOR SHALL BE
CONCLUSIVE AND BINDING ON THE COMPANY AND THE EXECUTIVE, AND JUDGMENT MAY BE
ENTERED ON THE ARBITRATOR'S AWARD IN ANY COURT HAVING JURISDICTION.
12.
APPLICABLE LAW AND JURISDICTION.
THIS AGREEMENT IS TO BE GOVERNED
BY AND CONSTRUED UNDER THE LAWS OF THE UNITED STATES AND OF THE STATE OF
ILLINOIS WITHOUT RESORT TO ILLINOIS CHOICE OF LAW RULES.
EACH PARTY HEREBY
AGREES THAT THE FORUM AND VENUE FOR ANY LEGAL OR EQUITABLE ACTION OR PROCEEDING
ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT WILL LIE IN THE
APPROPRIATE FEDERAL OR STATE COURTS IN THE STATE OF ILLINOIS AND SPECIFICALLY
WAIVES ANY AND ALL OBJECTIONS TO SUCH JURISDICTION AND VENUE.
13.
CAPTIONS AND PARAGRAPH HEADINGS.
CAPTIONS AND PARAGRAPH HEADINGS
USED HEREIN ARE FOR CONVENIENCE ONLY AND ARE NOT A PART OF THIS AGREEMENT AND
WILL NOT BE USED IN CONSTRUING IT.
14.
INVALID PROVISIONS.
SUBJECT TO SECTION 7(D), SHOULD ANY PROVISION
OF THIS AGREEMENT FOR ANY REASON BE DECLARED INVALID, VOID, OR UNENFORCEABLE BY
A COURT OF COMPETENT JURISDICTION, THE VALIDITY AND BINDING EFFECT OF ANY
REMAINING PORTION WILL NOT BE AFFECTED, AND THE REMAINING PORTIONS OF THIS
AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT AS IF THIS AGREEMENT HAD BEEN
EXECUTED WITH SAID PROVISION ELIMINATED.
15.
NO WAIVER.
THE FAILURE OF A PARTY TO INSIST UPON STRICT ADHERENCE
TO ANY TERM OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED A WAIVER
OF SUCH PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE RIGHT THEREAFTER TO INSIST
UPON STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
16.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT WHERE
OTHER AGREEMENTS ARE SPECIFICALLY NOTED, ADOPTED, OR INCORPORATED BY REFERENCE.
THIS AGREEMENT OTHERWISE SUPERSEDES
10
ANY AND ALL OTHER AGREEMENTS, EITHER ORAL OR IN WRITING, BETWEEN THE PARTIES
HERETO WITH RESPECT TO THE EMPLOYMENT OF EXECUTIVE BY COMPANY, AND ALL SUCH
AGREEMENTS SHALL BE VOID AND OF NO EFFECT.
EACH PARTY TO THIS AGREEMENT
ACKNOWLEDGES THAT NO REPRESENTATIONS, INDUCEMENTS, PROMISES, OR AGREEMENTS, ORAL
OR OTHERWISE, HAVE BEEN MADE BY ANY PARTY, OR ANYONE ACTING ON BEHALF OF ANY