LIFE INSURANCE COVERAGE
AVAILABLE TO ANY BENEFICIARY UNDER ANY LIFE INSURANCE PLAN COVERING EMPLOYEES OF
THE COMPANY OR ANY SUBSIDIARY.
15.
AMENDMENTS.
ANY AMENDMENT TO THE PLAN SHALL BE DEEMED TO BE AN
AMENDMENT TO THIS AGREEMENT TO THE EXTENT THAT THE AMENDMENT IS APPLICABLE
HERETO.
16.
SEVERABILITY.
IF ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT
IS INVALIDATED FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, ANY
PROVISION SO INVALIDATED SHALL BE DEEMED TO BE SEPARABLE FROM THE OTHER
PROVISIONS HEREOF, AND THE REMAINING PROVISIONS HEREOF SHALL CONTINUE TO BE
VALID AND FULLY ENFORCEABLE.
17.
RELATION TO PLAN.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN.
IN THE EVENT OF ANY INCONSISTENT PROVISIONS BETWEEN
THIS AGREEMENT AND THE PLAN, THE PLAN SHALL GOVERN.
THE BOARD ACTING PURSUANT
TO THE PLAN, AS CONSTITUTED FROM TIME TO TIME, SHALL, EXCEPT AS EXPRESSLY
PROVIDED OTHERWISE HEREIN, HAVE THE RIGHT TO DETERMINE ANY QUESTIONS WHICH ARISE
IN CONNECTION WITH THE OPTION OR ITS EXERCISE.
18.
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE SUCCESSORS, ADMINISTRATORS,
HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS OF OPTIONEE, AND THE SUCCESSORS AND
ASSIGNS OF THE COMPANY.
19.
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE, AND ENFORCEMENT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF AND ALL
PARTIES, INCLUDING THEIR SUCCESSORS AND ASSIGNS, CONSENT TO THE JURISDICTION OF
THE STATE AND FEDERAL COURTS OF NEW YORK.
9
20.
PRIOR AGREEMENT.
AS OF THE EFFECTIVE DATE, THIS AGREEMENT
SUPERSEDES ANY AND ALL PRIOR AND/OR CONTEMPORANEOUS AGREEMENTS, EITHER ORAL OR
IN WRITING, BETWEEN THE PARTIES HERETO, OR BETWEEN EITHER OR BOTH OF THE PARTIES
HERETO AND THE COMPANY, WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING BUT
NOT LIMITED TO THE PRIOR GRANT.
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT
NO REPRESENTATIONS, INDUCEMENTS, PROMISES, OR OTHER AGREEMENTS, ORALLY OR
OTHERWISE, HAVE BEEN MADE BY ANY PARTY, OR ANYONE ACTING ON BEHALF OF ANY PARTY,
PERTAINING TO THE SUBJECT MATTER HEREOF, WHICH ARE NOT EMBODIED HEREIN, AND THAT
NO PRIOR AND/OR CONTEMPORANEOUS AGREEMENT, STATEMENT OR PROMISE PERTAINING TO
THE SUBJECT MATTER HEREOF THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE VALID
OR BINDING ON EITHER PARTY.
21.
NOTICES.
FOR ALL PURPOSES OF THIS AGREEMENT, ALL COMMUNICATIONS,
INCLUDING WITHOUT LIMITATION NOTICES, CONSENTS, REQUESTS OR APPROVALS, REQUIRED
OR PERMITTED TO BE GIVEN HEREUNDER WILL BE IN WRITING AND WILL BE DEEMED TO HAVE
BEEN DULY GIVEN WHEN HAND DELIVERED OR DISPATCHED BY ELECTRONIC FACSIMILE
TRANSMISSION (WITH RECEIPT THEREOF CONFIRMED), OR FIVE BUSINESS DAYS AFTER
HAVING BEEN MAILED BY UNITED STATES REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, OR THREE BUSINESS DAYS AFTER HAVING BEEN SENT BY A
NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE SUCH AS FEDERAL EXPRESS, UPS, OR
PUROLATOR, ADDRESSED TO THE COMPANY (TO THE ATTENTION OF THE SECRETARY OF THE
COMPANY) AT ITS PRINCIPAL EXECUTIVE OFFICES AND