EXECUTIVE MAY NOT ASSIGN HIS RIGHTS OR DELEGATE HIS DUTIES OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
13.
CHOICE OF LAW.
ALL ISSUES AND QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW HAMPSHIRE, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS
(WHETHER OF THE STATE OF NEW HAMPSHIRE OR ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
NEW HAMPSHIRE.
IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE
OF NEW HAMPSHIRE SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS
AGREEMENT (AND ALL SCHEDULES AND EXHIBITS HERETO), EVEN THOUGH UNDER THAT
JURISDICTION'S CHOICE
8
OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER
JURISDICTION WOULD ORDINARILY APPLY.
14.
AMENDMENT AND WAIVER.
THE PROVISIONS OF
THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY AND EXECUTIVE, AND NO COURSE OF CONDUCT OR COURSE OF DEALING OR
FAILURE OR DELAY BY ANY PARTY HERETO IN ENFORCING OR EXERCISING ANY OF THE
PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S RIGHT
TO TERMINATE THE EMPLOYMENT PERIOD FOR CAUSE) SHALL AFFECT THE VALIDITY, BINDING
EFFECT OR ENFORCEABILITY OF THIS AGREEMENT OR BE DEEMED TO BE AN IMPLIED WAIVER
OF ANY PROVISION OF THIS AGREEMENT.
15.
INSURANCE.
THE COMPANY MAY, AT ITS
DISCRETION, APPLY FOR AND PROCURE IN ITS OWN NAME AND FOR ITS OWN BENEFIT LIFE
AND/OR DISABILITY INSURANCE ON EXECUTIVE IN ANY AMOUNT OR AMOUNTS CONSIDERED
ADVISABLE.
EXECUTIVE AGREES TO COOPERATE IN ANY MEDICAL OR OTHER EXAMINATION,
SUPPLY ANY INFORMATION AND EXECUTE AND DELIVER ANY APPLICATIONS OR OTHER
INSTRUMENTS IN WRITING AS MAY BE REASONABLY NECESSARY TO OBTAIN AND CONSTITUTE
SUCH INSURANCE.
EXECUTIVE HEREBY REPRESENTS THAT HE HAS NO REASON TO BELIEVE
THAT HIS LIFE IS NOT INSURABLE AT RATES NOW PREVAILING FOR HEALTHY MEN OF HIS
AGE.
16.
INDEMNIFICATION AND REIMBURSEMENT OF
PAYMENTS ON BEHALF OF EXECUTIVE.
THE COMPANY AND ITS SUBSIDIARIES SHALL BE
ENTITLED TO DEDUCT OR WITHHOLD FROM ANY AMOUNTS OWING FROM THE COMPANY OR ANY OF
ITS SUBSIDIARIES TO EXECUTIVE ANY FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING
TAXES, EXCISE TAX OR EMPLOYMENT TAXES ("TAXES") IMPOSED WITH RESPECT TO
EXECUTIVE'S COMPENSATION OR OTHER PAYMENTS FROM THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR EXECUTIVE'S OWNERSHIP INTEREST IN THE COMPANY (INCLUDING,
WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE RECEIPT OR EXERCISE OF EQUITY
OPTIONS AND/OR THE RECEIPT OR VESTING OF RESTRICTED EQUITY).
IN THE EVENT THE
COMPANY OR ANY OF ITS SUBSIDIARIES DOES NOT MAKE SUCH DEDUCTIONS OR
WITHHOLDINGS, EXECUTIVE SHALL INDEMNIFY THE COMPANY AND ITS SUBSIDIARIES FOR ANY
AMOUNTS PAID WITH RESPECT TO ANY SUCH TAXES, TOGETHER WITH ANY INTEREST,
PENALTIES AND RELATED EXPENSES THERETO.
17.
ARBITRATION.
EACH PARTY HERETO AGREES THAT
THE ARBITRATION PROCEDURE SET FORTH IN EXHIBIT D