Butterfield Road
Oak Brook, Illinois 60523
Attn: Robert D. Parks
With a copy to:
Shefsky & Froelich Ltd.
444 N. Michigan Ave., Suite 2500
Chicago, IL 60611
Attn: Michael J. Choate
Telephone: (312) 836-4066
Facsimile: (312) 527-5921
Any party may change its address for purposes of this paragraph by giving the
other party written notice of the new address in the manner set forth above.
5.2
ENTIRE AGREEMENT; AMENDMENTS, ETC.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
AND UNDERSTANDING OF THE PARTIES HERETO, AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF.
NO MODIFICATION,
AMENDMENT, WAIVER OR ALTERATION OF THIS AGREEMENT OR ANY PROVISION OR TERM
HEREOF SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING,
EXECUTED BY BOTH PARTIES HERETO, AND ANY WAIVER SO GIVEN SHALL BE EFFECTIVE ONLY
IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
5.3
BENEFIT.
THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, AND
SHALL BE ENFORCEABLE BY, THE HEIRS, SUCCESSORS AND LEGAL REPRESENTATIVES OF
EXECUTIVE AND THE SUCCESSORS, ASSIGNEES AND TRANSFEREES OF THE COMPANY AND ITS
CURRENT OR FUTURE AFFILIATES.
THIS AGREEMENT OR ANY RIGHT OR INTEREST HEREUNDER
MAY NOT BE ASSIGNED BY EXECUTIVE.
5.4
NO WAIVER.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY HERETO IN EXERCISING
ANY RIGHT, POWER OR REMEDY HEREUNDER OR PURSUANT HERETO SHALL OPERATE AS A
WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT,
POWER OR REMEDY PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER OR REMEDY HEREUNDER OR PURSUANT THERETO.
5.5
SEVERABILITY.
WHEREVER 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 SHALL BE PROHIBITED BY OR INVALID UNDER
APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH
PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION
OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
IF ANY PART OF ANY COVENANT OR
OTHER PROVISION IN THIS AGREEMENT IS DETERMINED BY A COURT OF LAW TO BE OVERLY
BROAD THEREBY MAKING THE COVENANT UNENFORCEABLE, THE PARTIES HERETO AGREE, AND
IT IS THEIR DESIRE, THAT THE COURT SHALL SUBSTITUTE A JUDICIALLY ENFORCEABLE
LIMITATION IN ITS PLACE, AND THAT AS SO MODIFIED THE COVENANT SHALL BE BINDING
UPON THE PARTIES AS IF ORIGINALLY SET FORTH HEREIN.
5.6
COMPLIANCE AND HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE INTENDED TO BE FOR
CONVENIENCE AND REFERENCE ONLY, AND SHALL NOT DEFINE OR LIMIT THE SCOPE, EXTENT
OR INTENT OR OTHERWISE AFFECT THE MEANING OF ANY PORTION HEREOF.
5.7
GOVERNING LAW.
THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY,
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, AND THE PARTIES AGREE THAT ANY SUIT, ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE COURTS IN CHICAGO, ILLINOIS OR
IN THE