IMPAIR SUCH RIGHT, POWER OR PRIVILEGE,
NOR WILL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR PRIVILEGE
PRECLUDE ANY FURTHER EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
(F) COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH
OF WHICH WILL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER WILL CONSTITUTE
ONE AND THE SAME INSTRUMENT
(G) CAPTIONS.
THE CAPTIONS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE
ONLY AND WILL NOT LIMIT OR OTHERWISE AFFECT ANY OF THE TERMS OR PROVISIONS
HEREOF.
(H) REFERENCE TO AGREEMENT.
USE OF THE WORDS "HEREIN," "HEREOF", AND "HERETO"
AND THE LIKE IN THIS AGREEMENT REFER TO THIS AGREEMENT ONLY AS A WHOLE AND NOT
TO ANY PARTICULAR SECTION, SUBSECTION OR PROVISION OF THIS AGREEMENT, UNLESS
OTHERWISE NOTED.
ANY REFERENCE TO A "SECTION" OR "SUBSECTION" SHALL REFER TO A
SECTION OR SUBSECTION OF THIS AGREEMENT, UNLESS OTHERWISE NOTED.
(I) SUCCESSORS AND BINDING AGREEMENT.
THE COMPANY SHALL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE
COMPANY, BY AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE EMPLOYEE,
EXPRESSLY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND
TO THE SAME EXTENT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE COMPANY AND ANY SUCCESSOR TO THE COMPANY, INCLUDING WITHOUT
LIMITATION ANY PERSONS ACQUIRING DIRECTLY OR INDIRECTLY ALL OR SUBSTANTIALLY ALL
OF THE BUSINESS OR ASSETS OF THE COMPANY WHETHER BY PURCHASE, MERGER,
CONSOLIDATION, REORGANIZATION, OR OTHERWISE (AND SUCH SUCCESSOR SHALL THEREAFTER
BE DEEMED THE "COMPANY" FOR THE PURPOSES OF THIS AGREEMENT), BUT SHALL NOT
OTHERWISE BE ASSIGNABLE, TRANSFERABLE, OR DELEGABLE BY THE COMPANY.
WITHOUT
LIMITING THE FOREGOING, THE SURVIVING OR TRANSFEREE CORPORATION OR OTHER PERSON
IN ANY SUCH TRANSACTION (WHETHER BY MERGER, CONSOLIDATION, REORGANIZATION,
TRANSFER OF BUSINESS OR ASSETS, OR OTHERWISE) SHALL BE SUBJECT TO THE PROVISIONS
OF SECTION 7 HEREOF AND SHALL BE DEEMED TO BE THE COMPANY FOR PURPOSES OF SUCH
PROVISIONS, REGARDLESS OF WHETHER SUCH TRANSACTION ITSELF CONSTITUTED A CHANGE
OF CONTROL OF THE COMPANY.
(J) ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
THIS AGREEMENTS CONTAIN THE
ENTIRE UNDERSTANDING OF THE PARTIES, AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THEM, RELATING TO THE SUBJECT MATTER HEREOF INCLUDING
THAT CERTAIN KEY CONTRIBUTOR SEVERANCE AGREEMENT BETWEEN THE PARTIES DATED
AUGUST 27, 2002.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED EXCEPT BY A
WRITTEN INSTRUMENT HEREAFTER SIGNED BY EACH OF THE PARTIES HERETO, AND MAY NOT
BE WAIVED EXCEPT BY A WRITTEN INSTRUMENT HEREAFTER SIGNED BY THE PARTY GRANTING
SUCH WAIVER.
THE COMPANY HAS NOT MADE ANY PROMISE OR ENTERED INTO ANY AGREEMENT
THAT IS NOT EXPRESSED IN THIS AGREEMENT, AND THE EMPLOYEE IS NOT RELYING UPON
ANY STATEMENT OR REPRESENTATION OF ANY AGENT OF THE COMPANY.
IN EXECUTING THIS
AGREEMENT, THE EMPLOYEE IS RELYING SOLELY ON HIS JUDGEMENT AND HAS