to Executive, to:
[INSERT ADDRESS]
9
9.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER APPLICABLE
LAW OR RULE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT OR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION
IN ANY OTHER JURISDICTION, BUT THIS AGREEMENT SHALL BE REFORMED, CONSTRUED AND
ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE
PROVISION HAD NEVER BEEN CONTAINED HEREIN.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF EXCEPT AS EXPRESSLY PROVIDED AND
INCORPORATED HEREIN, AND SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS,
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR BETWEEN THE PARTIES, WRITTEN
OR ORAL, WHICH MAY HAVE RELATED IN ANY MANNER TO THE SUBJECT MATTER HEREOF.
11.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS
PERSONAL TO EXECUTIVE AND SHALL NOT BE ASSIGNABLE BY EXECUTIVE.
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 OR ANY INTEREST HEREIN, BY
OPERATION OF LAW OR OTHERWISE, TO (A) ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL
OF ITS EQUITY OWNERSHIP INTERESTS, ASSETS OR BUSINESS BY DISSOLUTION, MERGER,
CONSOLIDATION, TRANSFER OF ASSETS, OR OTHERWISE; OR (B) WITH THE CONSENT OF
EXECUTIVE, ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY OR OF ANY SUCCESSOR
REFERRED TO IN (A) HEREOF.
EXCEPT AS STATED HEREIN, NOTHING IN THIS AGREEMENT,
EXPRESSED OR IMPLIED, IS INTENDED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES
AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS ANY RIGHTS OR REMEDIES
UNDER OR BY REASON OF THIS AGREEMENT.
12.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
13.
AMENDMENT AND WAIVER.
NO WAIVER OF ANY
BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED TO BE, NOR
SHALL BE, A WAIVER OF ANY OTHER BREACH OF THIS AGREEMENT.
NO WAIVER SHALL BE
BINDING UNLESS IN WRITING AND SIGNED BY THE PARTY WAIVING THE BREACH.
NO COURSE
OF CONDUCT OR FAILURE OR DELAY IN ENFORCING THE PROVISIONS OF THIS AGREEMENT
SHALL AFFECT THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS AGREEMENT.
14.
MODIFICATION.
THIS AGREEMENT MAY NOT BE
EXTENDED, RENEWED, AMENDED OR MODIFIED OTHER THAN BY A WRITTEN AGREEMENT
EXECUTED BY EXECUTIVE AND THE COMPANY, AND APPROVED BY THE BOARD OF DIRECTORS OF
THE COMPANY.
15.
CONSTRUCTION.
EACH PARTY HAS COOPERATED IN
DRAFTING AND PREPARATION OF THIS AGREEMENT.
HENCE, THE USUAL RULE OF
CONSTRUCTION, THAT AMBIGUITIES SHALL BE CONSTRUED AGAINST THE DRAFTER, SHALL
HAVE NO FORCE OR EFFECT IN INTERPRETING THIS AGREEMENT.
16.
CONFIDENTIAL INFORMATION.
EXECUTIVE AGREES
THAT