PARTY AT THE FOLLOWING ADDRESSES
(OR AT SUCH OTHER ADDRESS AS SHALL BE GIVEN IN WRITING BY ONE PARTY TO THE
OTHER):
If to Executive:
Greg Hartman
Last Address Shown in Company Records
If to Company:
Biomet, Inc.
56 E. Bell Drive
P.O. Box 587
Warsaw, Indiana 46581-0587
Attn: General Counsel
with a copy to:
Richard Porter, Esq.
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
14.
ENTIRE AGREEMENT.
THIS AGREEMENT (A) CONTAINS THE COMPLETE AND
ENTIRE UNDERSTANDING AND AGREEMENT OF EXECUTIVE AND COMPANY WITH RESPECT TO THE
SUBJECT MATTER HEREOF; AND (B) SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
UNDERSTANDINGS, CONDITIONS AND AGREEMENTS, ORAL OR WRITTEN, EXPRESS OR IMPLIED,
RESPECTING THE ENGAGEMENT OF EXECUTIVE IN CONNECTION WITH THE SUBJECT MATTER
HEREOF.
15.
MODIFICATION OR WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED AND WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY AND
EXECUTIVE.
NO COURSE OF DEALING BETWEEN THE PARTIES TO THIS AGREEMENT SHALL BE
DEEMED TO AFFECT OR TO MODIFY, AMEND OR DISCHARGE ANY PROVISION OR TERM OF THIS
AGREEMENT.
NO DELAY ON THE PART OF COMPANY OR EXECUTIVE IN THE EXERCISE OF ANY
OF THEIR RESPECTIVE RIGHTS OR REMEDIES SHALL OPERATE AS A WAIVER THEREOF, AND NO
SINGLE OR PARTIAL EXERCISE BY COMPANY OR EXECUTIVE OF ANY SUCH RIGHT OR REMEDY
SHALL PRECLUDE OTHER OR FURTHER EXERCISES THEREOF.
A WAIVER OF RIGHT OR REMEDY
ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER OF ANY SUCH
RIGHT OR REMEDY ON ANY OTHER OCCASION.
16.
SEVERABILITY.
WHENEVER POSSIBLE EACH PROVISION AND TERM OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OR TERM OF THIS AGREEMENT SHALL BE HELD TO
BE PROHIBITED BY OR INVALID UNDER SUCH APPLICABLE LAW, THEN SUCH PROVISION OR
TERM SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH
10
PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING OR AFFECTING IN ANY MANNER
WHATSOEVER THE REMAINDER OF SUCH PROVISION OR TERM OR THE REMAINING PROVISIONS
OR TERMS OF THIS AGREEMENT.
17.
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT SHALL
BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY
PARTY.
18.
EXECUTIVE'S REPRESENTATIONS.
EXECUTIVE REPRESENTS AND WARRANTS TO
COMPANY THAT (I) HIS EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT DOES
NOT AND SHALL NOT CONFLICT WITH, OR RESULT IN THE BREACH OF OR VIOLATION OF, ANY
OTHER AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH HE IS A PARTY OR
BY WHICH HE IS BOUND, (II) HE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT
AGREEMENT, NON-COMPETITION AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER
PERSON OR ENTITY THAT WOULD PREVENT HIS FROM PERFORMING UNDER THIS AGREEMENT AND
(III) UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY COMPANY, THIS
AGREEMENT SHALL BE THE VALID AND BINDING OBLIGATION OF HER, ENFORCEABLE IN
ACCORDANCE WITH