FORCE AND EFFECT.
10.8.
TITLES AND HEADINGS.
THE TITLES AND HEADINGS OF
THE VARIOUS SECTIONS OF THIS AGREEMENT ARE INTENDED SOLELY FOR CONVENIENCE OF
REFERENCE AND NOT INTENDED FOR ANY PURPOSE WHATSOEVER TO EXPLAIN, MODIFY OR
PLACE ANY CONSTRUCTION UPON ANY OF THE PROVISIONS HEREOF.
10.9.
REMEDIES.
EXECUTIVE RECOGNIZES THAT MONEY DAMAGES
ALONE MAY NOT ADEQUATELY COMPENSATE COMPANY IN THE EVENT OF BREACH BY EXECUTIVE
OF THIS AGREEMENT, AND EXECUTIVE THEREFORE AGREES THAT, IN ADDITION TO ALL OTHER
REMEDIES AVAILABLE TO COMPANY AT LAW, IN EQUITY OR OTHERWISE, COMPANY MAY BE
ENTITLED TO INJUNCTIVE RELIEF FOR THE ENFORCEMENT HEREOF.
(FOR PURPOSES OF
CLARIFICATION, EXECUTIVE'S CONSENT TO INJUNCTIVE RELIEF IS SUBJECT TO COMPANY
FIRST PROVING A MATERIAL BREACH OF THIS AGREEMENT.)
ALL RIGHTS AND REMEDIES
HEREUNDER ARE CUMULATIVE AND ARE IN ADDITION TO AND NOT EXCLUSIVE OF ANY OTHER
RIGHTS AND REMEDIES AVAILABLE AT LAW, IN EQUITY, BY AGREEMENT OR OTHERWISE.
10.10.
VALIDITY.
IN THE EVENT THAT ANY PROVISION OF THIS
AGREEMENT SHALL BE DETERMINED TO BE UNENFORCEABLE BY REASON OF ITS EXTENSION FOR
TOO GREAT A PERIOD OF TIME OR OVER TOO LARGE A GEOGRAPHIC AREA OR OVER TOO GREAT
A RANGE OF ACTIVITIES, IT SHALL BE INTERPRETED TO EXTEND ONLY OVER THE MAXIMUM
PERIOD OF TIME, GEOGRAPHIC AREA OR RANGE OF ACTIVITIES AS TO WHICH IT MAY BE
ENFORCEABLE.
IF, AFTER APPLICATION OF THE PRECEDING SENTENCE, ANY PROVISION OF
THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID, ILLEGAL OR OTHERWISE
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED
THEREBY.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10, ANY INVALID, ILLEGAL
OR UNENFORCEABLE PROVISION OF THIS AGREEMENT SHALL BE SEVERABLE, AND AFTER ANY
SUCH SEVERANCE, ALL OTHER PROVISIONS HEREOF SHALL REMAIN IN FULL FORCE AND
EFFECT.
12
10.11.
NOTICES.
FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND
ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN HAND DELIVERED (WHICH SHALL INCLUDE
PERSONAL DELIVERY AND DELIVERY BY COURIER, MESSENGER OR OVERNIGHT DELIVERY
SERVICE) OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
ADDRESSED AS FOLLOWS:
If to Executive:
At his home address in accordance with the Company's records.
If to Company:
2021 Cabot Boulevard West
Langhorne, PA 19047
or to such other address of which either party gives notice to the other party
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
10.12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND EACH OF SUCH COUNTERPARTS SHALL FOR ALL PURPOSES BE
DEEMED TO BE AN ORIGINAL, AND ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE
BUT ONE AND THE SAME INSTRUMENT.
* * * * *
13
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
on the day and year first written above.
POWER MEDICAL INTERVENTIONS, INC.
By:
/s/ MICHAEL WHITMAN
Name:
Michael Whitman
Title:
President & CEO
EXECUTIVE: