COMPETENT JURISDICTION,
SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER
PROVISION HEREOF (OR THE REMAINING PORTION HEREOF) OR THE APPLICATION OF SUCH
PROVISION TO ANY OTHER PERSONS OR CIRCUMSTANCES.
15.
WITHHOLDING.
THE EMPLOYER SHALL BE ENTITLED
TO WITHHOLD FROM ANY PAYMENTS OR DEEMED PAYMENTS ANY AMOUNT OF TAX WITHHOLDING
IT DETERMINES TO BE REQUIRED BY LAW.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF BOTH PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, INCLUDING ANY CORPORATION WITH WHICH OR INTO
WHICH THE EMPLOYER MAY BE MERGED OR WHICH MAY SUCCEED TO ITS ASSETS OR BUSINESS,
PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF EXECUTIVE ARE PERSONAL AND SHALL NOT
BE ASSIGNED BY HIM.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY EXECUTIVE'S PERSONAL AND LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, ASSIGNS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND
THE SAME
AGREEMENT, AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH
COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND
DELIVERED TO THE OTHER
PARTY.
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF
SUCH STATE.
19.
CHOICE OF VENUE.
EXECUTIVE AGREES TO SUBMIT
TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW
YORK, NEW YORK
COUNTY, FOR THE PURPOSE OF ANY ACTION TO ENFORCE
ANY OF THE TERMS OF THIS
AGREEMENT.
20.
PARACHUTES.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IF ALL OR ANY PORTION OF THE PAYMENTS AND BENEFITS
PROVIDED UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY ACCELERATED
VESTING), OR ANY OTHER PAYMENTS AND BENEFITS WHICH EXECUTIVE RECEIVES OR IS
ENTITLED TO RECEIVE FROM THE EMPLOYER OR AN AFFILIATE, OR ANY COMBINATION OF THE
FOREGOING, WOULD CONSTITUTE AN EXCESS "PARACHUTE PAYMENT" WITHIN THE MEANING OF
SECTION 280G OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(WHETHER OR NOT UNDER AN EXISTING PLAN, ARRANGEMENT OR OTHER AGREEMENT) (EACH
SUCH PARACHUTE PAYMENT, A "PARACHUTE PAYMENT"), AND WOULD RESULT IN THE
IMPOSITION ON EXECUTIVE OF AN EXCISE TAX UNDER SECTION 4999 OF THE CODE OR ANY
SUCCESSOR THERETO, THEN, IN ADDITION TO ANY OTHER BENEFITS TO WHICH EXECUTIVE IS
ENTITLED UNDER THIS AGREEMENT, EXECUTIVE SHALL BE PAID BY THE EMPLOYER AN AMOUNT
IN CASH EQUAL TO THE SUM OF THE EXCISE TAXES PAYABLE BY EXECUTIVE BY REASON OF
RECEIVING PARACHUTE PAYMENTS PLUS THE AMOUNT NECESSARY TO PUT EXECUTIVE IN THE
SAME AFTER-TAX POSITION (TAKING INTO ACCOUNT ANY AND ALL APPLICABLE FEDERAL,
STATE AND LOCAL EXCISE, INCOME OR OTHER TAXES AT THE HIGHEST POSSIBLE APPLICABLE
RATES ON SUCH PARACHUTE PAYMENTS (INCLUDING WITHOUT LIMITATION ANY PAYMENTS
UNDER THIS SECTION 20)) AS IF NO