AND WILL NOT CONFLICT WITH ANY OBLIGATIONS
AND THE EXECUTIVE HAS TO ANY FORMER EMPLOYERS OR ANY OTHER ENTITY.
THE
EXECUTIVE FURTHER REPRESENTS AND WARRANTS THAT HE HAS NOT BROUGHT TO THE
COMPANY, AND WILL NOT AT ANY TIME BRING TO THE COMPANY, ANY MATERIALS, DOCUMENTS
OR OTHER PROPERTY OF ANY NATURE OF A FORMER EMPLOYER.
SECTION 5.
MISCELLANEOUS.
(A)
JURISDICTION, CHOICE OF LAW AND VENUE.
THE VALIDITY AND CONSTRUCTION OF
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS,
EXCLUDING THE CONFLICTS-OF-LAWS PRINCIPLES THEREOF.
EACH PARTY HERETO CONSENTS
TO THE JURISDICTION OF, AND VENUE IN, ANY FEDERAL OR STATE COURT OF COMPETENT
JURISDICTION LOCATED IN THE CITY OF CHICAGO.
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT AND ANY OTHER AGREEMENT OR DOCUMENT
DELIVERED IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE EMPLOYMENT AGREEMENT
AND THE RESTRICTED SHARES AGREEMENT, DATED AS OF THE DATE HEREOF, BETWEEN THE
COMPANY AND THE EXECUTIVE, STATE THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE
PARTIES ON THE SUBJECT MATTER OF THIS AGREEMENT, AND SUPERSEDE ALL PREVIOUS
AGREEMENTS, ARRANGEMENTS, COMMUNICATIONS AND UNDERSTANDINGS RELATING TO THAT
SUBJECT MATTER.
3
(C)
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN TWO OR MORE COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, WITH THE SAME EFFECT AS IF ALL
SIGNATURES WERE ON THE SAME DOCUMENT.
(D)
AMENDMENT; WAVIER; ETC.
THIS AGREEMENT, AND EACH OTHER AGREEMENT OR
DOCUMENT DELIVERED IN CONNECTION WITH THIS AGREEMENT, MAY BE AMENDED, MODIFIED,
SUPERSEDED OR CANCELED, AND ANY OF THE TERMS THEREOF MAY BE WAIVED, ONLY BY A
WRITTEN DOCUMENT SIGNED BY EACH PARTY TO THIS AGREEMENT OR, IN THE CASE OF
WAIVER, BY THE PARTY OR PARTIES WAIVING COMPLIANCE.
THE DELAY OR FAILURE OF ANY
PARTY AT ANY TIME OR TIMES TO EXERCISE ANY RIGHT OR REQUIRE THE PERFORMANCE OF
ANY DUTY UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT DELIVERED IN
CONNECTION WITH THIS AGREEMENT SHALL IN NO WAY AFFECT THE RIGHT OF THAT PARTY AT
A LATER TIME TO EXERCISE THAT RIGHT OR ENFORCE THAT DUTY OR ANY OTHER RIGHT OR
DUTY.
NO WAIVER BY ANY PARTY OF ANY CONDITION OR OF ANY BREACH OF THIS
AGREEMENT, WHETHER BY CONDUCT OR OTHERWISE, IN ANY ONE OR MORE INSTANCES, SHALL
BE DEEMED OR CONSTRUED TO BE A FURTHER OR CONTINUING WAIVER OF ANY SUCH
CONDITION OR BREACH OR OF THE BREACH OF ANY OTHER TERM OF THIS AGREEMENT.
A
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT SHALL NOT PRECLUDE ANY OTHER OR FURTHER
EXERCISE OF THE SAME RIGHT OR OF ANY OTHER RIGHT.
THE RIGHTS AND REMEDIES
PROVIDED BY THIS AGREEMENT SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF EACH OTHER
OR OF ANY OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
(E)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT
OR DOCUMENT DELIVERED IN CONNECTION WITH THIS AGREEMENT, IF ANY, IS PARTIALLY OR
COMPLETELY INVALID OR UNENFORCEABLE IN ANY JURISDICTION, THEN THAT PROVISION
SHALL BE INEFFECTIVE IN THAT JURISDICTION TO THE EXTENT OF ITS INVALIDITY OR
UNENFORCEABILITY, BUT