Glen Ridge, NJ 07028
With a copy to his address on file with the
Company's payroll department
Fax: none
Notices that are delivered personally, by confirmed facsimile transmission, or
by courier as aforesaid, shall be effective on the date of delivery.
(C)
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS, EXECUTORS, PERSONAL REPRESENTATIVES, ESTATES, SUCCESSORS
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) AND ASSIGNS.
NOTWITHSTANDING THE
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PROVISIONS OF THE IMMEDIATELY PRECEDING SENTENCE, THE EXECUTIVE SHALL NOT ASSIGN
ALL OR ANY PORTION OF THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
(D)
WITHHOLDING.
THE COMPANY SHALL WITHHOLD OR
CAUSE TO BE WITHHELD FROM ANY PAYMENTS MADE PURSUANT TO THIS AGREEMENT ANY
RELEVANT TAXES AS SHALL BE REQUIRED TO BE WITHHELD PURSUANT TO ANY LAW OR
GOVERNMENTAL REGULATION OR RULING IN ACCORDANCE WITH THE TAX EQUALIZATION POLICY
SET FORTH IN APPENDIX B.
(E)
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE
EXECUTIVE'S EMPLOYMENT AND SUPERSEDES ANY OTHER PRIOR ORAL OR WRITTEN
AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE EXECUTIVE AND ANY MEMBER
OF THE COMPANY AFFILIATED GROUP.
WITHOUT LIMITING THE GENERALITY OF THIS
SECTION 12(E), EFFECTIVE AS OF THE EFFECTIVE DATE, THIS AGREEMENT SUPERSEDES ANY
EXISTING EMPLOYMENT, RETENTION, SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTS OR
SIMILAR ARRANGEMENTS OR UNDERSTANDINGS (COLLECTIVELY, THE "PRIOR AGREEMENTS")
BETWEEN THE EXECUTIVE AND THE COMPANY AND ANY MEMBER OF THE COMPANY AFFILIATED
GROUP, AND ANY AND ALL CLAIMS UNDER OR IN RESPECT OF THE PRIOR AGREEMENTS THAT
THE EXECUTIVE MAY HAVE OR ASSERT ON OR FOLLOWING THE EFFECTIVE DATE SHALL BE
GOVERNED BY AND COMPLETELY SATISFIED AND DISCHARGED IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR
OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE
BEEN MADE BY EITHER PARTY THAT ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
(F)
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT, OR ANY APPLICATION THEREOF TO ANY CIRCUMSTANCES, IS INVALID, IN WHOLE
OR IN PART, SUCH PROVISION OR APPLICATION
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SHALL TO THAT EXTENT BE SEVERABLE AND SHALL NOT AFFECT OTHER PROVISIONS OR
APPLICATIONS OF THIS AGREEMENT.
(G)
GOVERNING LAW, ETC.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF ENGLAND AND
WALES, WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS.
BOTH PARTIES
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND AND
WALES.
(H)
MODIFICATIONS.
NEITHER THIS AGREEMENT NOR
ANY PROVISION HEREOF MAY BE MODIFIED, ALTERED, AMENDED OR WAIVED EXCEPT BY AN
INSTRUMENT IN WRITING DULY SIGNED BY THE PARTY TO BE CHARGED.
(I)
NUMBER AND HEADINGS.
WHENEVER ANY WORDS
USED HEREIN ARE IN THE SINGULAR FORM, THEY SHALL BE CONSTRUED AS THOUGH THEY
WERE ALSO USED IN THE PLURAL FORM IN ALL CASES WHERE THEY WOULD SO APPLY.
THE
HEADINGS CONTAINED HEREIN ARE SOLELY FOR PURPOSES OF REFERENCE, ARE NOT PART OF
THIS