ANY APPLICABLE LAW OR RULE IN ANY JURISDICTION, SUCH INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT ANY OTHER PROVISION OR ANY OTHER
JURISDICTION, BUT THIS AGREEMENT WILL BE REFORMED, CONSTRUED AND ENFORCED IN
SUCH JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN CONTAINED HEREIN.
12.
COMPLETE AGREEMENT.
THIS AGREEMENT, THOSE DOCUMENTS EXPRESSLY
REFERRED TO HEREIN AND OTHER DOCUMENTS OF EVEN DATE HEREWITH EMBODY THE COMPLETE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AND SUPERSEDE AND PREEMPT ANY
PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES,
WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
13.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, INCLUDING VIA FACSIMILE, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
14.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS INTENDED TO BIND AND
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE, THE COMPANY AND THEIR
RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS, EXCEPT THAT EXECUTIVE MAY NOT ASSIGN
HIS RIGHTS OR DELEGATE HIS OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
IT IS UNDERSTOOD THAT WHEN AND IF THE COMPANY
ESTABLISHES A SUBSIDIARY IN THE UNITED STATES THE COMPANY SHALL BE PERMITTED TO
ASSIGN THIS AGREEMENT TO THAT SUBSIDIARY, WHICH SUBSIDIARY WILL SUCCEED TO THE
TERMS OF THIS AGREEMENT BY NOVATION.
THE COMPANY WILL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) OF
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, TO
EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO
THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
15.
DISPUTE RESOLUTION; ATTORNEYS' FEES AND COSTS.
THE COMPANY AND
EXECUTIVE AGREE THAT, EXCEPT FOR THOSE DISPUTES FOR WHICH EQUITABLE REMEDIES ARE
APPROPRIATE, ALL DISPUTES ARISING IN CONNECTION WITH THE SUBJECT MATTER OF THIS
AGREEMENT SHALL BE SUBMITTED SOLELY AND EXCLUSIVELY TO FINAL AND BINDING
ARBITRATION PURSUANT TO THE PREVAILING NATIONAL RULES FOR THE RESOLUTION OF
COMMERCIAL DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), TO BE
DECIDED BY A SINGLE, NEUTRAL ARBITRATOR APPOINTED IN ACCORDANCE WITH THE AAA'S
RULES.
SUCH ARBITRATION SHALL PROCEED IN BOSTON, MASSACHUSETTS, AND THE DEMAND
FOR ARBITRATION SHALL ONLY BE FILED WITH THE AAA AFTER THE INITIATING PARTY
PROVIDES THE OTHER PARTY(S) WITH AT LEAST THIRTY (30) DAYS' ADVANCE NOTICE OF
THE CONTEMPLATED DEMAND.
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY
BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
THE INITIATING PARTY SHALL
ADVANCE THE ARBITRATION FILING FEE, AND ALL OTHER AAA ADMINISTRATIVE FEES SHALL
BE SHARED EQUALLY BY THE PARTIES TO SUCH A DISPUTE, SUBJECT TO APPORTIONMENT BY
THE ARBITRATOR IN THE AWARD.
EACH PARTY SHALL BE SOLELY RESPONSIBLE FOR ITS OWN
COSTS AND ATTORNEYS' FEES, SUBJECT TO APPORTIONMENT BY THE ARBITRATOR IN THE
AWARD.
IF ANY ACTION SEEKING EQUITABLE REMEDIES IS INSTITUTED BY EITHER PARTY,
THE PREVAILING PARTY SHALL BE