OPERATE OR BE CONSTRUED AS A WAIVER OF ANY
SUBSEQUENT BREACH OF THE SAME OR OTHER PROVISION HEREOF.
6.2
ENTIRE AGREEMENT; MODIFICATIONS.
THIS
AGREEMENT REPRESENTS THE ENTIRE UNDERSTANDING AMONG THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF, AND THIS AGREEMENT SUPERSEDES ANY AND ALL PRIOR
UNDERSTANDINGS, AGREEMENTS, PLANS AND NEGOTIATIONS, WHETHER WRITTEN OR ORAL WITH
RESPECT TO THE SUBJECT MATTER HEREOF INCLUDING WITHOUT LIMITATION, ANY
UNDERSTANDINGS, AGREEMENTS OR OBLIGATIONS RESPECTING ANY PAST OR FUTURE
COMPENSATION, BONUSES, REIMBURSEMENTS OR OTHER PAYMENTS TO EMPLOYEE FROM THE
COMPANY.
ALL MODIFICATIONS TO THIS AGREEMENT MUST BE IN WRITING AND SIGNED BY
BOTH PARTIES HERETO.
6.3
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE GIVEN BY
FIRST CLASS MAIL, CERTIFIED OR REGISTERED WITH RETURN RECEIPT REQUESTED, AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN THREE (3) DAYS AFTER MAILING TO THE
RESPECTIVE PERSONS NAMED BELOW:
If to the Company:
The Wornick Company.
c/o Veritas Capital Management II, LLC
660 Madison Avenue
New York, New York
10021
Attn:
Mr. Robert B. McKeon
If to Employee:
Michael M. Thompson
4866 West Jensen Lane
Dayton, ID
83232
Any party may change such party's address for notices by notice duly given
pursuant to this Section 6.3.
6.4
HEADINGS.
THE SECTION HEADINGS HEREIN ARE
INTENDED FOR REFERENCE AND SHALL NOT BY THEMSELVES DETERMINE THE CONSTRUCTION OR
INTERPRETATION OF THIS AGREEMENT.
6.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6.6
SEVERABILITY.
SHOULD A COURT OR OTHER BODY
OF COMPETENT JURISDICTION DETERMINE THAT ANY PROVISION OF THIS AGREEMENT IS
INVALID OR UNENFORCEABLE, SUCH PROVISION SHALL BE ADJUSTED
RATHER THAN VOIDED,
IF POSSIBLE, AND ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED VALID
AND ENFORCEABLE TO THE EXTENT POSSIBLE.
6
6.7
BENEFITS OF AGREEMENT.
THE PROVISIONS OF
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS AND ASSIGNS OF THE PARTIES; PROVIDED, HOWEVER,
THAT EXCEPT AS HEREIN EXPRESSLY PROVIDED, THIS AGREEMENT SHALL NOT BE ASSIGNABLE
EITHER BY THE COMPANY (EXCEPT TO AN AFFILIATE OF THE COMPANY) OR BY EMPLOYEE.
6.8
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
6.9
WITHHOLDINGS.
ALL COMPENSATION AND BENEFITS
TO EMPLOYEE HEREUNDER SHALL BE REDUCED BY ALL FEDERAL, STATE, LOCAL AND OTHER
WITHHOLDINGS AND SIMILAR TAXES AND PAYMENTS REQUIRED BY APPLICABLE LAW.
6.10
REMEDIES.
ALL RIGHTS AND REMEDIES OF THE COMPANY
HEREUNDER SHALL BE CUMULATIVE AND THE EXERCISE OF ANY RIGHT OR REMEDY SHALL NOT
PRECLUDE THE EXERCISE OF ANOTHER.
6.11
INTERPRETATION REVIEW.
BOTH PARTIES TO THIS
AGREEMENT HAVE BEEN REPRESENTED BY COUNSEL IN THE NEGOTIATION AND EXECUTION OF
THIS AGREEMENT, AND NO INFERENCE SHALL BE DRAWN AGAINST THE DRAFTING PARTY.
EMPLOYEE ACKNOWLEDGES THAT HE HAS IN FACT REVIEWED AND DISCUSSED THIS AGREEMENT
WITH HIS COUNSEL AND THAT HE UNDERSTANDS AND ASSENTS TO THE TERMS HEREOF.
6.12
ARBITRATION.
ANY