RELATING TO THIS
AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION IN NIAGARA FALLS, NEW YORK IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT
UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN THE UNITED STATES
DISTRICT COURT FOR THE WESTERN DISTRICT OF NEW YORK.
THE PARTIES AGREE THAT THE
ONLY REMEDIES AVAILABLE TO EXECUTIVE UNDER THIS AGREEMENT ARE THOSE THAT ARE SET
FORTH IN PARAGRAPH 5 AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY
OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, PUNITIVE AND/OR COMPENSATORY
DAMAGES.
THE PARTIES FURTHER AGREE THAT THEY SHALL BEAR THEIR OWN ATTORNEYS'
FEES AND RELATED COSTS ARISING OUT OF ANY SUCH DISPUTE, CONTROVERSY OR CLAIM
UNDER THIS AGREEMENT.
(F)
FOR THE PURPOSES OF THIS AGREEMENT,
NOTICES, DEMANDS AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED
EITHER PERSONALLY OR BY UNITED STATES CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED AS FOLLOWS:
If to Executive:
Catherine A. Walker
4320 Pleasant Mills Road
Hammonton, New Jersey 08037
7
If to Parent:
345 Third Street
Niagara Falls, New York (Seneca Nation Territory) 14303
Attn:
General Counsel
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
(G)
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OR PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN
FULL FORCE AND EFFECT.
(H)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(I)
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SETS FORTH THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS,
PROMISES, COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS OR
WARRANTIES, WHETHER ORAL OR WRITTEN, BY ANY OFFICER, EMPLOYEE OR REPRESENTATIVE
OF ANY PARTY HERETO IN RESPECT OF SUCH SUBJECT MATTER.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, ANY OTHER PRIOR AGREEMENT OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN IS HEREBY TERMINATED AND CANCELLED.
(J)
ALL PAYMENTS HEREUNDER SHALL BE SUBJECT
TO ANY REQUIRED WITHHOLDING OF FEDERAL, STATE AND LOCAL TAXES PURSUANT TO ANY
APPLICABLE LAW OR REGULATION.
(K)
THE SECTION HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY, AND THEY FORM NO PART OF THIS AGREEMENT AND
SHALL NOT AFFECT ITS INTERPRETATION.
8.
WAIVER OF SOVEREIGN IMMUNITY.
(A)
PARENT GRANTS A WAIVER OF ITS SOVEREIGN
IMMUNITY FROM SUIT EXCLUSIVELY TO EXECUTIVE (AND HER ESTATE IN THE EVENT OF HER
DEATH) FOR THE PURPOSE OF ENFORCING THIS AGREEMENT, OR PERMITTING OR COMPELLING
ARBITRATION AND OTHER REMEDIES AS PROVIDED HEREIN.
THIS WAIVER IS SOLELY FOR
THE BENEFIT OF THE AFORESAID PARTIES AND FOR NO OTHER PERSON OR ENTITY.