BELOW OR TO SUCH CHANGED ADDRESS AS SUCH
PARTY MAY SUBSEQUENTLY GIVE SUCH NOTICE OF:
If to the Company:
Six Flags, Inc
122 E. 42nd Street, 49th Floor
New York, New York
10168
Attn: Chief Executive Officer
If to the Executive:
Andrew M. Schleimer
c/o Six Flags, Inc.
122 E. 42nd Street, 49th Floor
New York, New York
10168
with a copy to:
Alan L. Sklover, Esq
Sklover & Associates, LLC
10 Rockefeller Plaza
New York, Ny 10020
13.
ASSIGNMENT AND SUCCESSORS. THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE COMPANY AND ITS SUCCESSORS
AND ASSIGNS. THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANOTHER CORPORATION,
LIMITED LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE OR OTHER BUSINESS IN WHICH
THE COMPANY HAS MADE AN INVESTMENT.
14.
GOVERNING LAW; AMENDMENT. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE,
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. THIS AGREEMENT MAY NOT BE
AMENDED OR MODIFIED EXCEPT BY A WRITTEN AGREEMENT EXECUTED BY EXECUTIVE AND THE
COMPANY OR THEIR RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
15.
SEVERABILITY. THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT. IF ANY
PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID OR UNENFORCEABLE IN PART, THE
REMAINING PORTION OF SUCH PROVISION, TOGETHER WITH ALL OTHER PROVISIONS OF THIS
AGREEMENT, SHALL REMAIN VALID AND ENFORCEABLE AND CONTINUE IN FULL FORCE AND
EFFECT TO THE FULLEST EXTENT CONSISTENT WITH LAW.
7
16.
TAX WITHHOLDING. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, THE COMPANY MAY WITHHOLD FROM AMOUNTS PAYABLE UNDER
THIS AGREEMENT ALL FEDERAL, STATE, LOCAL AND FOREIGN TAXES THAT ARE REQUIRED TO
BE WITHHELD BY APPLICABLE LAWS OR REGULATIONS.
17.
NO WAIVER. EXECUTIVE'S OR THE COMPANY'S
FAILURE TO INSIST UPON STRICT COMPLIANCE WITH ANY PROVISION OF, OR TO ASSERT ANY
RIGHT UNDER, THIS AGREEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION
OR RIGHT OR OF ANY OTHER PROVISION OF OR RIGHT UNDER THIS AGREEMENT. ANY
PROVISION OF THIS AGREEMENT MAY BE WAIVED BY EITHER PARTY; PROVIDED THAT BOTH
PARTIES AGREE TO SUCH WAIVER IN WRITING.
18.
NO MITIGATION. IN NO EVENT SHALL EXECUTIVE
BE OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE OTHER ACTION BY WAY OF MITIGATION
OF THE AMOUNTS PAYABLE TO EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS
AGREEMENT AND SUCH AMOUNTS SHALL NOT BE SUBJECT TO OFFSET OR OTHERWISE REDUCED
WHETHER OR NOT EXECUTIVE OBTAINS OTHER EMPLOYMENT.
19.
HEADINGS. THE SECTION HEADINGS CONTAINED IN
THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND IN NO MANNER SHALL BE CONSTRUED AS
PART OF THIS AGREEMENT.
20.
ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES
THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SHALL SUPERSEDE ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, WITH RESPECT
THERETO.
21.
DURATION OF TERMS. THE RESPECTIVE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL SURVIVE ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT TO THE EXTENT NECESSARY TO