OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLE
OF CONFLICTS OF LAWS.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE
AND EFFECT.
17
21.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
22.
MISCELLANEOUS.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED OR WAIVED
UNLESS SUCH MODIFICATION OR WAIVER IS AGREED TO IN WRITING AND SIGNED BY
EXECUTIVE AND BY A DULY AUTHORIZED OFFICER OF THE COMPANY.
NO WAIVER BY EITHER
PARTY HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR
COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY
SUCH OTHER PARTY SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR
CONDITIONS AT THE SAME OR AT ANY PRIOR TO SUBSEQUENT TIME.
FAILURE BY EXECUTIVE
OR THE COMPANY TO INSIST UPON STRICT COMPLIANCE WITH ANY PROVISION OF THIS
AGREEMENT OR TO ASSERT ANY RIGHT EXECUTIVE OR THE COMPANY MAY HAVE HEREUNDER,
INCLUDING WITHOUT LIMITATION, THE RIGHT OF EXECUTIVE TO TERMINATE EMPLOYMENT FOR
GOOD REASON, SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR
ANY OTHER PROVISION OR RIGHT OF THIS AGREEMENT.
EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED HEREIN, THE RIGHTS OF, AND BENEFITS PAYABLE TO, EXECUTIVE,
HIS ESTATE OR HIS BENEFICIARIES PURSUANT TO THIS AGREEMENT ARE IN ADDITION TO
ANY RIGHTS OF, OR BENEFITS PAYABLE TO, EXECUTIVE, HIS ESTATE OR HIS
BENEFICIARIES UNDER ANY OTHER EMPLOYEE BENEFIT PLAN OR COMPENSATION PROGRAM OF
THE COMPANY.
23.
NO MITIGATION.
THE AMOUNTS PAYABLE TO EXECUTIVE UPON ANY TERMINATION OF
HIS EMPLOYMENT SHALL BE CONSIDERED SEVERANCE PAY IN CONSIDERATION OF PAST
SERVICES RENDERED ON BEHALF OF THE COMPANY AND HIS CONTINUED SERVICE FROM THE
DATE HEREOF TO THE DATE HE BECOMES ENTITLED TO SUCH PAYMENTS AND SHALL BE THE
SOLE AMOUNT OF SEVERANCE PAY TO WHICH EXECUTIVE IS ENTITLED FROM THE COMPANY AND
ITS AFFILIATES UPON TERMINATION OF HIS EMPLOYMENT.
EXECUTIVE SHALL HAVE NO DUTY
TO MITIGATE HIS DAMAGES BY SEEKING OTHER EMPLOYMENT AND, SHOULD EXECUTIVE
ACTUALLY RECEIVE COMPENSATION FROM ANY SUCH OTHER EMPLOYMENT, THE PAYMENTS
REQUIRED HEREUNDER SHALL NOT BE REDUCED OR OFFSET BY ANY SUCH OTHER
COMPENSATION.
24.
POAMI'S AND POI'S OBLIGATIONS.
ALL OF THE OBLIGATIONS OF THE COMPANY
HEREUNDER SHALL ALSO BE DIRECT OBLIGATIONS OF POAMI AND POI WITHOUT THE NEED FOR
EXECUTIVE TO SEEK OR EXHAUST REMEDIES AGAINST THE COMPANY.
25.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES AND REPLACES ALL
PREVIOUS VERBAL OR WRITTEN AGREEMENTS THAT THE PARTIES MAY HAVE MADE, INCLUDING
THE PRIOR EMPLOYMENT AGREEMENT.
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