5.
MISCELLANEOUS.
5.1
WAIVER.
THE WAIVER OF THE BREACH OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY
SUBSEQUENT BREACH OF THE SAME OR OTHER PROVISION HEREOF.
5.2
MODIFICATION; AMENDMENT.
ANY MODIFICATION
OR AMENDMENT TO THIS AGREEMENT MUST BE IN WRITING AND SIGNED BY THE COMPANY AND
EMPLOYEE.
5.3
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE GIVEN AS
SPECIFIED IN SECTION 6.3 OF THE EMPLOYMENT AGREEMENT.
5.4
HEADINGS.
THE SECTION HEADINGS HEREIN ARE
INTENDED FOR REFERENCE AND SHALL NOT BY THEMSELVES DETERMINE THE CONSTRUCTION OR
INTERPRETATION OF THIS AGREEMENT.
5.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5.6
SEVERABILITY.
SHOULD A COURT OR OTHER BODY
OF COMPETENT JURISDICTION DETERMINE THAT ANY PROVISION OF THIS AGREEMENT IS
EXCESSIVE IN SCOPE OR OTHERWISE 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.
5.7
BENEFITS OF AGREEMENT.
THE PROVISIONS OF
THIS AGREEMENT SHALL BE BINDING UPON THE EXECUTORS, ADMINISTRATORS, HEIRS,
SUCCESSORS AND ASSIGNS OF EMPLOYEE, AND SHALL INURE TO THE BENEFIT OF THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS.
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5.8
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.
5.9
INTERPRETATION; REVIEW.
EMPLOYEE
ACKNOWLEDGES THAT HE HAS IN FACT REVIEWED AND DISCUSSED THIS AGREEMENT WITH HIS
COUNSEL AND THAT HE UNDERSTANDS AND VOLUNTARILY AGREES TO ALL OF THE TERMS
HEREOF.
IN WITNESS WHEREOF, the undersigned Employee has executed this Agreement as of
April 11, 2005.
/s/ Michael M. Thompson
Michael M. Thompson
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