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, INCLUDING WITHOUT LIMITATION IN THE UNITED
STATES.
THE EXECUTIVE'S INFORMATION WILL BE TREATED CONFIDENTIALLY AND WILL
ONLY BE AVAILABLE TO AUTHORIZED PERSONS.
(F)
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE
EXECUTIVE'S EMPLOYMENT AND SUPERSEDES ANY OTHER PRIOR ORAL OR WRITTEN
AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE EXECUTIVE AND ANY MEMBER
OF THE COMPANY AFFILIATED GROUP.
WITHOUT LIMITING THE GENERALITY OF THIS
SECTION 10(F), EFFECTIVE AS OF THE EFFECTIVE DATE, THIS AGREEMENT SUPERSEDES ANY
EXISTING EMPLOYMENT, RETENTION, SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTS OR
SIMILAR ARRANGEMENTS OR UNDERSTANDINGS, INCLUDING WITHOUT LIMITATION THE PRIOR
AGREEMENTS BETWEEN THE EXECUTIVE AND THE COMPANY AND ANY MEMBER OF THE COMPANY
AFFILIATED GROUP, AND ANY AND ALL CLAIMS UNDER OR IN RESPECT OF THE PRIOR
AGREEMENTS THAT THE EXECUTIVE MAY HAVE OR ASSERT ON OR FOLLOWING THE EFFECTIVE
DATE SHALL BE GOVERNED BY AND COMPLETELY SATISFIED AND DISCHARGED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
NO AGREEMENTS OR
REPRESENTATIONS, ORAL OR OTHERWISE,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY
EITHER PARTY THAT ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
(G)
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT, OR ANY APPLICATION THEREOF TO ANY CIRCUMSTANCES, IS INVALID, IN WHOLE
OR IN PART, SUCH PROVISION OR APPLICATION SHALL TO THAT EXTENT BE SEVERABLE AND
SHALL NOT AFFECT OTHER PROVISIONS OR APPLICATIONS OF THIS AGREEMENT.
(H)
GOVERNING LAW, ETC.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD, TO THE EXTENT PERMITTED BY LAW, TO ANY CONFLICT OF LAW
RULES WHICH MIGHT RESULT IN THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION).
THE EXECUTIVE IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK AND ANY FEDERAL COURT SITTING IN THE STATE OF NEW YORK.
EACH OF THE PARTIES WAIVES ALL RIGHT