WAIVER OF SUCH PROVISIONS OR TO AFFECT EITHER THE VALIDITY OF THIS AGREEMENT OR
ANY PART HEREOF, OR THE RIGHT OF EITHER PARTY TO ENFORCE EACH AND EVERY
PROVISION IN ACCORDANCE WITH ITS TERMS.
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 CONDITIONS OR PROVISIONS AT THAT TIME OR AT ANY PRIOR
OR SUBSEQUENT TIME.
(B)
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED HEREUNDER WILL BE
GIVEN IN WRITING, BY PERSONAL DELIVERY, BY CONFIRMED FACSIMILE TRANSMISSION
(WITH A COPY SENT BY EXPRESS DELIVERY) OR BY EXPRESS NEXT-DAY DELIVERY VIA
EXPRESS MAIL OR ANY REPUTABLE COURIER SERVICE, IN EACH CASE ADDRESSED AS FOLLOWS
(OR TO SUCH OTHER ADDRESS AS MAY BE DESIGNATED):
If to the Company:
909 Third Avenue, Suite 2863
New York, NY 10022
United States
Attention: General Counsel
Fax: (212) 906-8497
If to the Executive:
Jerry V. Elliott
To the Executive's UK and US
addresses on file with the
Company's payroll department.
Notices that are delivered personally, by confirmed facsimile transmission, or
by courier as aforesaid, shall be effective on the date of delivery.
(C)
BINDING EFFECT: ASSIGNMENT.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS, PERSONAL REPRESENTATIVES, ESTATES, SUCCESSORS (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE) AND
ASSIGNS. NOTWITHSTANDING THE PROVISIONS OF THE IMMEDIATELY PRECEDING SENTENCE,
THE EXECUTIVE SHALL NOT ASSIGN ALL OR ANY PORTION OF THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY.
(D)
WITHHOLDING: SOCIAL SECURITY.
THE COMPANY SHALL HAVE THE RIGHT TO
WITHHOLD OR CAUSE TO BE WITHHELD FROM ANY PAYMENTS MADE PURSUANT TO THIS
AGREEMENT ALL
FEDERAL, STATE, CITY, FOREIGN OR OTHER TAXES AND SOCIAL SECURITY OR SIMILAR
PAYMENTS AS SHALL BE REQUIRED TO BE WITHHELD PURSUANT TO ANY LAW OR GOVERNMENTAL
REGULATION OR RULING.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE SHALL
REMAIN RESPONSIBLE FOR ALL SUCH AMOUNTS AS HE MAY OWE IN RESPECT OF HIS
COMPENSATION HEREUNDER.
ANY PAYMENTS MADE PURSUANT TO THIS AGREEMENT WILL BE
SUBJECT TO US SOCIAL SECURITY DEDUCTIONS FOR THE EMPLOYMENT TERM AND THE COMPANY
AND THE EXECUTIVE SHALL BE RESPONSIBLE FOR MAKING THEIR RESPECTIVE EMPLOYER AND
EMPLOYEE CONTRIBUTIONS THERETO, AND THE EXECUTIVE HEREBY AUTHORIZES THE COMPANY
TO DEDUCT FROM ANY PAYMENTS TO BE MADE TO THE EXECUTIVE HIS EMPLOYEE SOCIAL
SECURITY CONTRIBUTIONS AND REMIT THESE TO THE RELEVANT AUTHORITY.
(E)
DATA PROTECTION.
IN ACCORDANCE WITH RELEVANT DATA PROTECTION
LEGISLATION, THE COMPANY WILL HOLD AND PROCESS THE INFORMATION IT COLLECTS
RELATING TO THE EXECUTIVE IN THE COURSE OF THE EXECUTIVE'S EMPLOYMENT FOR THE
PURPOSES OF EMPLOYEE ADMINISTRATION, STATISTICAL AND RECORD KEEPING PURPOSES,
INCLUDING INFORMATION FOR OCCUPATIONAL HEALTH AND PENSION PURPOSES.
THIS MAY
INCLUDE INFORMATION RELATING TO THE EXECUTIVE'S PHYSICAL OR MENTAL HEALTH.
SOME
OF THE EXECUTIVE'S INFORMATION MAY BE PROCESSED OUTSIDE THE EUROPEAN ECONOMIC
AREA,