MITIGATION; NO OFFSET.
EXECUTIVE SHALL NOT BE REQUIRED TO SEEK OTHER
EMPLOYMENT OR OTHERWISE MITIGATE THE AMOUNT OF ANY PAYMENTS TO BE MADE BY THE
COMPANY PURSUANT TO THIS AGREEMENT.
THE PAYMENTS PROVIDED PURSUANT TO THIS
AGREEMENT SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED BY EXECUTIVE AS THE
RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER AFTER THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT OR OTHERWISE.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE
COMPANY'S OBLIGATION TO MAKE THE PAYMENTS PROVIDED FOR IN THIS AGREEMENT AND
OTHERWISE TO PERFORM ITS OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED BY ANY
SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER CLAIM, RIGHT OR ACTION WHICH
THE COMPANY MAY HAVE AGAINST EXECUTIVE OR OTHERS.
21.
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN THE STATE OF
NEW YORK, AND THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF
THIS AGREEMENT IN ALL RESPECTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.
NO PROVISION OF THIS
AGREEMENT OR ANY RELATED DOCUMENT WILL BE
20
CONSTRUED AGAINST OR INTERPRETED TO THE DISADVANTAGE OF ANY PARTY HERETO BY ANY
COURT OR OTHER GOVERNMENTAL OR JUDICIAL AUTHORITY BY REASON OF SUCH PARTY HAVING
OR BEING DEEMED TO HAVE STRUCTURED OR DRAFTED SUCH PROVISION.
22.
CONSENT TO JURISDICTION.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, EXECUTIVE AND THE COMPANY EACH HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK (OR, IF SUBJECT MATTER JURISDICTION IN THAT COURT IS NOT
AVAILABLE, IN ANY STATE COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, NEW YORK)
OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PARTIES UNDERTAKE NOT TO
COMMENCE ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN A FORUM OTHER THAN A FORUM DESCRIBED IN THIS SECTION 22(A);
PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL PRECLUDE THE COMPANY FROM BRINGING
ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER COURT FOR THE PURPOSES OF ENFORCING
THE PROVISIONS OF THIS SECTION 22 OR ENFORCING ANY JUDGMENT OBTAINED BY THE
COMPANY.
(B)
THE AGREEMENT OF THE PARTIES TO THE FORUM DESCRIBED IN SECTION 22(A) IS
INDEPENDENT OF THE LAW THAT MAY BE APPLIED IN ANY SUIT, ACTION, OR PROCEEDING
AND THE PARTIES AGREE TO SUCH FORUM EVEN IF SUCH FORUM MAY UNDER APPLICABLE LAW
CHOOSE TO APPLY NON-FORUM LAW.
THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY NOW OR HEREAFTER HAVE TO
PERSONAL JURISDICTION OR TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN AN APPLICABLE COURT DESCRIBED IN SECTION 22(A), AND THE
PARTIES AGREE THAT THEY SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL
JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT.
THE
PARTIES AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, A FINAL
AND NON-APPEALABLE JUDGMENT IN