TAKEN TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
19.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT IS
PERSONAL TO EACH OF THE PARTIES HERETO. EXCEPT AS PROVIDED IN THIS PARAGRAPH 19,
NO PARTY MAY ASSIGN OR DELEGATE ANY RIGHTS OR OBLIGATIONS HEREUNDER. THE COMPANY
MAY ASSIGN THIS AGREEMENT TO A PERSON OR ENTITY THAT IS AN AFFILIATE OR
SUCCESSOR AND SHALL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS AND/OR ASSETS OF (I) THE COMPANY, (II) ANY AFFILIATE TO WHICH THIS
AGREEMENT HAS BEEN ASSIGNED OR (III) ANY DIVISION OF THE COMPANY OR AFFILIATE BY
WHICH EXECUTIVE IS EMPLOYED TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS
AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE. AS USED IN THIS
AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY, ANY AFFILIATE TO WHICH THIS
AGREEMENT HAS BEEN ASSIGNED AND ANY SUCCESSOR TO THE BUSINESS AND/OR ASSETS OF
(I) THE COMPANY, (II) ANY AFFILIATE TO WHICH THIS AGREEMENT HAS BEEN ASSIGNED OR
(III) ANY DIVISION OF THE COMPANY OR AFFILIATE BY WHICH EXECUTIVE IS EMPLOYED
WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF LAW, OR
OTHERWISE.
20.
CHOICE OF LAW. ALL ISSUES AND QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF UTAH, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF
THE STATE OF UTAH OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF UTAH.
21.
AMENDMENT AND WAIVER. THE PROVISIONS OF THIS
AGREEMENT MAY BE AMENDED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY AND EXECUTIVE BY A DOCUMENT THAT EXPLICITLY STATES ITS INTENTION TO
AMEND THIS AGREEMENT, AND NO COURSE OF CONDUCT OR FAILURE OR DELAY IN ENFORCING
THE PROVISIONS OF THIS AGREEMENT SHALL AFFECT THE VALIDITY, BINDING EFFECT OR
ENFORCEABILITY OF THIS AGREEMENT
22.
INDEMNIFICATION; LIABILITY INSURANCE.
EXECUTIVE'S RIGHT TO BE INDEMNIFIED FOR ANY ACTIONS, SUITS, PROCEEDINGS, CLAIMS,
DEMANDS, JUDGMENTS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES),
LOSSES, AND DAMAGES RESULTING FROM EXECUTIVE'S GOOD FAITH PERFORMANCE OF HIS
DUTIES AND OBLIGATIONS WITH THE COMPANY AND EXECUTIVE'S RIGHT TO BE COVERED
UNDER DIRECTORS AND OFFICERS LIABILITY INSURANCE, EACH TO THE EXTENT PROVIDED IN
THE BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENT OF THE COMPANY, SHALL SURVIVE THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY WHILE POTENTIAL LIABILITY
EXISTS.
12
23.
NO MITIGATION. IN NO EVENT SHALL EXECUTIVE
BE OBLIGED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF
MITIGATION OF THE AMOUNTS PAYABLE TO EXECUTIVE UNDER ANY OF THE PROVISIONS OF
THIS AGREEMENT, NOR SHALL THE AMOUNT OF ANY PAYMENT HEREUNDER BE REDUCED BY ANY
COMPENSATION EARNED BY EXECUTIVE AS A RESULT OF EMPLOYMENT