AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
MARYLAND WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.
16.
ENTIRE AGREEMENT. THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT OF
THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND
SUPERSEDES ALL PRIOR AGREEMENTS, TERM SHEETS, 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. ANY OTHER PRIOR AGREEMENT OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN IS HEREBY TERMINATED AND CANCELLED, OTHER
THAN ANY EQUITY AGREEMENTS OR ANY COMPENSATORY PLAN OR PROGRAM IN WHICH
CONSULTANT IS A PARTICIPANT ON THE EFFECTIVE DATE.
17.
409A COMPLIANCE.
(A)
THIS AGREEMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF
SECTION 409A. TO THE EXTENT THAT ANY PROVISION IN THIS AGREEMENT IS AMBIGUOUS AS
TO ITS COMPLIANCE WITH SECTION 409A OR TO THE EXTENT ANY PROVISION IN THIS
AGREEMENT MUST BE MODIFIED TO COMPLY WITH SECTION 409A (INCLUDING, WITHOUT
LIMITATION, TREASURY REGULATION 1.409A-3(C)), SUCH PROVISION SHALL BE READ, OR
SHALL BE MODIFIED (WITH THE MUTUAL CONSENT OF THE PARTIES, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD), AS THE CASE MAY BE, IN SUCH A MANNER SO THAT ALL
PAYMENTS DUE UNDER THIS AGREEMENT SHALL COMPLY WITH SECTION 409A. FOR PURPOSES
OF SECTION 409A, EACH PAYMENT MADE UNDER THIS AGREEMENT SHALL BE TREATED AS A
SEPARATE PAYMENT. IN NO EVENT MAY CONSULTANT, DIRECTLY OR INDIRECTLY, DESIGNATE
THE CALENDAR YEAR OF PAYMENT.
(B)
ALL REIMBURSEMENTS PROVIDED UNDER THIS AGREEMENT SHALL BE MADE OR
PROVIDED IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 409A, INCLUDING, WHERE
APPLICABLE, THE REQUIREMENT THAT (I) ANY REIMBURSEMENT IS FOR EXPENSES INCURRED
DURING CONSULTANT'S LIFETIME (OR DURING A SHORTER PERIOD OF TIME SPECIFIED IN
THIS AGREEMENT), (II) THE AMOUNT OF EXPENSES ELIGIBLE FOR REIMBURSEMENT DURING A
CALENDAR YEAR MAY NOT AFFECT THE EXPENSES ELIGIBLE FOR REIMBURSEMENT IN ANY
OTHER CALENDAR YEAR, (III) THE REIMBURSEMENT OF AN ELIGIBLE EXPENSE WILL BE MADE
ON OR BEFORE THE LAST DAY OF THE CALENDAR YEAR FOLLOWING THE YEAR IN WHICH THE
EXPENSE IS INCURRED, AND (IV) THE RIGHT TO REIMBURSEMENT IS NOT SUBJECT TO
LIQUIDATION OR EXCHANGE FOR ANOTHER BENEFIT.
(C)
CONSULTANT FURTHER ACKNOWLEDGES THAT ANY TAX LIABILITY INCURRED BY
CONSULTANT UNDER SECTION 409A OF THE CODE IS SOLELY THE RESPONSIBILITY OF
CONSULTANT.
18.
REPRESENTATIONS. CONSULTANT REPRESENTS AND WARRANTS TO THE COMPANY
THAT HE IS UNDER NO CONTRACTUAL OR OTHER BINDING LEGAL RESTRICTION WHICH WOULD
PROHIBIT HIS FROM ENTERING INTO AND PERFORMING UNDER THIS AGREEMENT OR THAT
WOULD LIMIT THE PERFORMANCE HIS DUTIES UNDER THIS AGREEMENT.
19.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. THIS AGREEMENT SHALL
BECOME BINDING WHEN ONE
-8-
OR MORE COUNTERPARTS HEREOF, INDIVIDUALLY OR TAKEN TOGETHER, SHALL BEAR THE
SIGNATURES OF ALL OF THE PARTIES REFLECTED HEREON AS THE SIGNATORIES.
PHOTOGRAPHIC, FAXED