EXPIRATION OR TERMINATION OF THE EMPLOYMENT PERIOD TO THE EXTENT NECESSARY TO
CARRY OUT THE INTENTIONS OF THE PARTIES AS EMBODIED IN THIS AGREEMENT.
(E)
WITHHOLDING.
THE EMPLOYER MAY WITHHOLD FROM ANY AMOUNTS PAYABLE
UNDER THIS AGREEMENT SUCH FEDERAL, STATE, LOCAL OR FOREIGN TAXES AS SHALL BE
REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
(F)
EMPLOYER REPRESENTATIONS.
THE EMPLOYER REPRESENTS AND WARRANTS
THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY IT HAS
BEEN FULLY AND VALIDLY AUTHORIZED, (II) THE ENTITIES SIGNING THIS AGREEMENT ON
ITS BEHALF IS DULY AUTHORIZED TO DO SO, (III) THE EXECUTION AND DELIVERY OF THIS
AGREEMENT DOES NOT VIOLATE ANY ORDER, JUDGMENT OR DECREE OR ANY AGREEMENT, PLAN
OR CORPORATE GOVERNANCE DOCUMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND
AND (IV) UPON EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE PARTIES, IT SHALL
BE A VALID AND BINDING OBLIGATION OF THE EMPLOYER, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT ENFORCEABILITY MAY BE
LIMITED BY APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, BANKRUPTCY,
INSOLVENCY OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY.
16
(G)
EXECUTIVE REPRESENTATIONS AND ACKNOWLEDGEMENTS.
THE EXECUTIVE
HEREBY REPRESENTS AND WARRANTS TO THE EMPLOYER THAT (I) THE EXECUTIVE IS
ENTERING INTO THIS AGREEMENT VOLUNTARILY AND THAT THE PERFORMANCE OF HIS
OBLIGATIONS HEREUNDER WILL NOT VIOLATE ANY AGREEMENT BETWEEN THE EXECUTIVE AND
ANY OTHER PERSON, FIRM, ORGANIZATION OR OTHER ENTITY, AND (II) THE EXECUTIVE IS
NOT BOUND BY THE TERMS OF ANY AGREEMENT WITH ANY PREVIOUS EMPLOYER OR OTHER
PARTY TO REFRAIN FROM COMPETING, DIRECTLY OR INDIRECTLY, WITH THE BUSINESS OF
SUCH PREVIOUS EMPLOYER OR OTHER PARTY THAT WOULD BE VIOLATED BY HIS ENTERING
INTO THIS AGREEMENT AND/OR PROVIDING SERVICES TO THE EMPLOYER OR ITS AFFILIATES
PURSUANT TO THE TERMS OF THIS AGREEMENT.
THE EXECUTIVE HEREBY ACKNOWLEDGES
(A) THAT THE EXECUTIVE HAS CONSULTED WITH OR HAS HAD THE OPPORTUNITY TO CONSULT
WITH INDEPENDENT COUNSEL OF HIS OWN CHOICE CONCERNING THIS AGREEMENT, AND HAS
BEEN ADVISED TO DO SO BY THE EMPLOYER, AND (B) THAT THE EXECUTIVE HAS READ AND
UNDERSTANDS THIS AGREEMENT, IS FULLY AWARE OF ITS LEGAL EFFECT, AND HAS ENTERED
INTO IT FREELY BASED ON HIS OWN JUDGMENT.
(H)
NO WAIVER. NO PARTY'S FAILURE TO INSIST UPON STRICT COMPLIANCE
WITH ANY PROVISION OF THIS AGREEMENT OR TO ASSERT ANY RIGHT HEREUNDER SHALL BE
DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR ANY OTHER PROVISION OR RIGHT
ARISING UNDER THIS AGREEMENT.
ANY WAIVER OF ANY PROVISION OR RIGHT UNDER THIS
AGREEMENT SHALL BE EFFECTIVE ONLY IF IN A WRITING, SPECIFICALLY REFERENCING THE
PROVISION BEING WAIVED AND SIGNED BY THE PARTY AGAINST WHOM THE ENFORCEMENT OF
THE WAIVER IS BEING SOUGHT.
(I)
ENTIRE AGREEMENT; CONSTRUCTION.
THIS AGREEMENT, TOGETHER WITH
THE LTIP AWARD AGREEMENTS AND THE EMPLOYER'S CODE OF CONDUCT POLICY, CONSTITUTES
THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SHALL SUPERSEDE AND REPLACE ALL PRIOR REPRESENTATIONS, WARRANTIES,