EVENT THE EMPLOYEE OR
THE EMPLOYER BREACHES ANY PROVISION OF THIS SEPARATION AGREEMENT, EMPLOYEE AND
EMPLOYER AFFIRM THAT THE EMPLOYEE OR THE EMPLOYER MAY INSTITUTE AN ACTION TO
SPECIFICALLY ENFORCE ANY TERM OR TERMS OF THIS SEPARATION AGREEMENT.
THE
PARTIES BEING DESIROUS OF HAVING ANY DISPUTES RESOLVED IN A FORUM HAVING A
SUBSTANTIAL BODY OF LAW AND EXPERIENCE WITH THE MATTERS CONTAINED HEREIN, THE
PARTIES AGREE THAT ANY ACTION OR PROCEEDING WITH RESPECT TO THIS SEPARATION
AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE SUPREME COURT OF THE STATE OF NEW
YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND THE PARTIES AGREE TO THE EXCLUSIVE JURISDICTION
THEREOF.
THE PARTIES HEREBY IRREVOCABLY WAIVE ANY OBJECTION THEY MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION IN THE SAID COURT(S),
AND FURTHER IRREVOCABLY WAIVE ANY CLAIM THEY MAY NOW OR HEREAFTER HAVE THAT ANY
SUCH ACTION BROUGHT IN SAID COURT(S) HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
16.
NON-ADMISSION OF WRONGDOING.
THE PARTIES AGREE THAT NEITHER THIS
SEPARATION AGREEMENT NOR THE FURNISHING OF THE CONSIDERATION FOR THIS SEPARATION
AGREEMENT SHALL BE DEEMED OR CONSTRUED AT ANY TIME FOR ANY PURPOSE AS AN
ADMISSION BY EITHER PARTY OF ANY LIABILITY OR UNLAWFUL CONDUCT OF ANY KIND.
17.
INDEMNIFICATION.
EMPLOYEE WILL CONTINUE TO BE INDEMNIFIED WITH RESPECT TO ANY ACTIONS TAKEN OR
OMISSIONS OCCURRING WHILE HE WAS AN EMPLOYEE, OFFICER AND/OR DIRECTOR
OF EMPLOYER BY ANY INDEMNITY PROVISIONS CONTAINED IN EMPLOYER'S AND ITS
SUBSIDIARIES' AND AFFILIATES' RESPECTIVE CERTIFICATE OF INCORPORATION AND
BY-LAWS IMMEDIATELY PRIOR TO HIS LAST DAY OF EMPLOYMENT AND BY ANY DIRECTORS AND
OFFICERS INSURANCE MAINTAINED BY EMPLOYER.
THE EMPLOYER AGREES EMPLOYEE SHALL PARTICIPATE, SUBJECT TO THE APPLICABLE
TERMS AND CONDITIONS, IN DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICIES
APPLICABLE TO ALL PERIODS OF TIME PRIOR TO MARCH 5, 2005, TO THE EXTENT THE
EMPLOYER PROVIDES SUCH COVERAGE FOR ITS OTHER EXECUTIVE OFFICERS AND DIRECTORS
FOR SUCH PERIODS OF TIME.
NOTHING HEREIN SHALL REQUIRE EMPLOYER TO CONTINUE TO
MAINTAIN SUCH COVERAGES FOR ITS OFFICERS AND DIRECTORS GENERALLY.
18.
AMENDMENT.
THIS SEPARATION AGREEMENT MAY NOT BE MODIFIED, ALTERED OR
CHANGED EXCEPT UPON EXPRESS WRITTEN CONSENT OF BOTH PARTIES WHEREIN SPECIFIC
REFERENCE IS MADE TO THIS SEPARATION AGREEMENT.
19.
ENTIRE AGREEMENT.
THIS SEPARATION AGREEMENT SETS FORTH THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO, AND FULLY SUPERSEDES ANY PRIOR AGREEMENTS
OR UNDERSTANDINGS BETWEEN THE PARTIES.
EMPLOYEE ACKNOWLEDGES THAT HE HAS NOT
RELIED ON ANY REPRESENTATIONS, PROMISES, OR AGREEMENTS OF ANY KIND MADE TO HIM
IN CONNECTION WITH HIS DECISION TO ACCEPT THIS SEPARATION AGREEMENT, EXCEPT FOR
THOSE SET FORTH IN THIS SEPARATION AGREEMENT.
EMPLOYEE IS HEREBY ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
REVIEW THIS SEPARATION AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO
EXECUTION OF THIS SEPARATION AGREEMENT.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS
SEPARATION AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL
TWENTY-ONE (21) CALENDAR DAY