INCLUDING WITHOUT LIMITATION IN THE UNITED STATES.
THE EXECUTIVE'S
INFORMATION WILL BE TREATED CONFIDENTIALLY AND WILL ONLY BE AVAILABLE TO
AUTHORIZED PERSONS.
(F)
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 10(F), EFFECTIVE AS OF
THE EFFECTIVE DATE, THIS AGREEMENT SUPERSEDES ANY EXISTING EMPLOYMENT,
RETENTION, SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTS OR SIMILAR ARRANGEMENTS OR
UNDERSTANDINGS, INCLUDING WITHOUT LIMITATION 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.
(G)
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 SHALL TO THAT EXTENT BE SEVERABLE AND SHALL NOT AFFECT
OTHER PROVISIONS OR APPLICATIONS OF THIS AGREEMENT.
(H)
GOVERNING LAW, ETC.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD, TO THE EXTENT PERMITTED BY LAW, TO ANY CONFLICT OF LAW RULES WHICH MIGHT
RESULT IN THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION).
THE EXECUTIVE
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK AND ANY FEDERAL COURT SITTING IN THE STATE OF NEW YORK. EACH OF THE
PARTIES WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE EMPLOYMENT AND OTHER
MATTERS THAT ARE THE SUBJECT OF THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION,
CLAIM OR PROCEEDING MAY BE BROUGHT EXCLUSIVELY IN A FEDERAL OR STATE COURT
SITTING IN THE STATE OF NEW YORK.
(I)
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.
(J)
INTERPRETATIONS.
AS USED IN THIS AGREEMENT, THE TERM "INCLUDING"
MEANS "INCLUDING WITHOUT LIMITATION", REFERENCES TO SECTIONS OR APPENDICES REFER
TO SECTIONS OR APPENDICES OF THIS AGREEMENT UNLESS OTHERWISE SPECIFICALLY
PROVIDED.
THE HEADINGS CONTAINED HEREIN ARE SOLELY FOR PURPOSES OF REFERENCE,
ARE NOT PART OF THIS AGREEMENT AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
(K)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT