SHALL INDEMNIFY EXECUTIVE TO THE FULL EXTENT
PERMITTED BY LAW FOR DAMAGES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
JUDGMENTS, FINES, PENALTIES, SETTLEMENTS AND REASONABLE FEES AND EXPENSES OF
EXECUTIVE'S COUNSEL) INCURRED IN CONNECTION WITH ALL MATTERS, EVENTS AND
TRANSACTIONS RELATED TO OR ARISING WITHIN THE SCOPE OF EXECUTIVE'S EMPLOYMENT
UNDER THIS AGREEMENT, UNLESS SUCH DAMAGES, EXPENSES AND REASONABLE FEES AND
EXPENSES RESULTED FROM EXECUTIVE'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.
13.2
During her employment hereunder and at all times following the
termination of her employment, Executive agrees to respond to and cooperate
fully with all reasonable requests made by the Corporation for consultation or
assistance regarding litigated matters with respect to
which Executive has
knowledge or information arising from her employment with the Corporation.
ARTICLE 14
ASSIGNMENT
14.1
EXECUTIVE CONSENTS TO AND THE CORPORATION SHALL HAVE THE RIGHT TO
ASSIGN THIS AGREEMENT TO ITS SUCCESSORS OR ASSIGNS.
ADDITIONALLY, EXECUTIVE
CONSENTS TO AND THE CORPORATION SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT TO
ANY SUBSIDIARY, AND ALL COVENANTS OR AGREEMENTS HEREUNDER SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY OR AGAINST ITS SUCCESSORS OR ASSIGNS.
6
14.2
THE TERMS "SUCCESSORS" AND "ASSIGNS" SHALL INCLUDE ANY CORPORATION
WHICH BUYS ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS, OR A
CONTROLLING PORTION OF ITS STOCK, OR WITH WHICH IT MERGES OR CONSOLIDATES.
ARTICLE 15
FAILURE TO DEMAND PERFORMANCE AND WAIVER
15.1
THE CORPORATION'S FAILURE TO DEMAND STRICT PERFORMANCE AND
COMPLIANCE WITH ANY PART OF THIS AGREEMENT DURING EXECUTIVE'S EMPLOYMENT SHALL
NOT BE DEEMED TO BE A WAIVER OF THE CORPORATION'S RIGHTS UNDER THIS AGREEMENT OR
BY OPERATION OF LAW.
ANY WAIVER BY EITHER PARTY OF A BREACH OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT OPERATE AS OR BE CONSTRUED AS A WAIVER OF ANY
SUBSEQUENT BREACH THEREOF.
ARTICLE 16
ENTIRE AGREEMENT
16.1
THE CORPORATION AND EXECUTIVE ACKNOWLEDGE THAT THIS AGREEMENT
CONTAINS THE FULL AND COMPLETE AGREEMENT BY AND BETWEEN THE PARTIES, THAT THERE
ARE NO ORAL OR IMPLIED AGREEMENTS OR OTHER MODIFICATIONS NOT SPECIFICALLY SET
FORTH HEREIN, AND THAT THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENTS OR
UNDERSTANDINGS, IF ANY, BETWEEN THE CORPORATION AND EXECUTIVE, WHETHER WRITTEN
OR ORAL (INCLUDING, BUT NOT LIMITED TO, THE PARTIES' EXECUTIVE EMPLOYMENT
AGREEMENT DATED AUGUST 6, 2006).
THE PARTIES FURTHER AGREE THAT NO
MODIFICATIONS OF THIS AGREEMENT MAY BE MADE EXCEPT BY MEANS OF A WRITTEN
AGREEMENT OR MEMORANDUM SIGNED BY BOTH PARTIES.
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, THE CORPORATION EXPRESSLY RESERVES THE RIGHT TO
AMEND THIS AGREEMENT WITHOUT EXECUTIVE'S CONSENT TO THE EXTENT NECESSARY OR
DESIRABLE TO COMPLY WITH CODE SECTION 409A, AND THE REGULATIONS, NOTICES AND
OTHER GUIDANCE OF GENERAL APPLICABILITY ISSUED THEREUNDER.
ARTICLE 17
GOVERNING LAW
17.1
THE PARTIES ACKNOWLEDGE THAT THE CORPORATION'S PRINCIPAL PLACE OF
BUSINESS IS LOCATED IN THE STATE OF MINNESOTA.
THE PARTIES HEREBY AGREE THAT
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF MINNESOTA WITHOUT REGARD TO THE CONFLICT OF LAWS THEREOF.
ARTICLE 18
SURVIVAL
18.1
THE