TO ENFORCE ANY TERM, PROVISION, OR CONDITION OF THIS
AGREEMENT AT ANY TIME OR TIMES SHALL NOT BE DEEMED A WAIVER OF THAT TERM,
PROVISION, OR CONDITION FOR THE FUTURE, NOR SHALL ANY SPECIFIC WAIVER OF A TERM,
PROVISION, OR CONDITION AT ONE TIME BE DEEMED A WAIVER OF SUCH TERM, PROVISION,
OR CONDITION FOR ANY FUTURE TIME OR TIMES.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITING SIGNED BY BOTH PARTIES HERETO.
GOVERNING LAW; JURISDICTION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
BERMUDA AND THE PARTIES IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF
THE COURTS OF BERMUDA.
PARAGRAPH CAPTIONS
PARAGRAPH AND OTHER CAPTIONS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND ARE IN NO WAY INTENDED TO DESCRIBE, INTERPRET, DEFINE OR LIMIT
THE SCOPE, EXTENT OR INTENT OF THIS AGREEMENT OR ANY PROVISION HEREOF.
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SEVERABILITY
EACH PROVISION OF THIS AGREEMENT IS INTENDED TO BE SEVERABLE.
IF ANY TERM OR
PROVISION HEREOF IS ILLEGAL OR INVALID FOR ANY REASON WHATSOEVER, SUCH
ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE VALIDITY OF THE REMAINDER OF THIS
AGREEMENT.
INTEGRATED AGREEMENT
THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL
PRIOR AGREEMENTS, UNDERSTANDINGS, MEMORANDA, TERM SHEETS, CONVERSATIONS AND
NEGOTIATIONS.
THERE ARE NO AGREEMENTS, UNDERSTANDINGS, RESTRICTIONS,
REPRESENTATIONS OR WARRANTIES BETWEEN THE PARTIES OTHER THAN THOSE SET FORTH
HEREIN OR HEREIN PROVIDED FOR. IN THE EVENT OF CONFLICT BETWEEN THE TERMS OF
THIS AGREEMENT AND ANY OTHER DOCUMENT PURPORTING TO RECORD THE TERMS OF THE
EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY GROUP COMPANY, THE PROVISIONS OF
THIS AGREEMENT PREVAIL.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
AGREEMENT SHALL REDUCE OR DIMINISH THE EXECUTIVE'S RIGHTS UNDER ANY EMPLOYEE
BENEFIT PLAN IN WHICH HE IS A PARTICIPANT OR UNDER ANY SHARES OPTION, SAR, RSU,
PREFERRED SHARE (OR SIMILAR COMPENSATORY AWARD) GRANTED TO THE EXECUTIVE BY THE
COMPANY (OR ANY GROUP COMPANY) BEFORE, ON OR AFTER THE EFFECTIVE DATE.
INTERPRETATION; COUNTERPARTS
(A)
NO PROVISION OF THIS AGREEMENT IS
TO BE INTERPRETED FOR OR AGAINST ANY PARTY BECAUSE THAT PARTY DRAFTED SUCH
PROVISION.
(B)
FOR PURPOSES OF THIS AGREEMENT:
"HEREIN, "HEREBY," "HEREOF", "HEREINAFTER," "HEREWITH," "HEREAFTER" AND
"HEREINAFTER" REFER TO THIS AGREEMENT IN ITS ENTIRETY, AND NOT TO ANY PARTICULAR
PARAGRAPH.
(C)
REFERENCES TO STATUTORY PROVISIONS
SHALL BE CONSTRUED AS REFERENCES TO THOSE PROVISIONS AS AMENDED OR RE-ENACTED OR
AS THEIR APPLICATION IS MODIFIED BY OTHER PROVISIONS FROM
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TIME TO TIME AND SHALL INCLUDE REFERENCES TO ANY PROVISIONS OF WHICH THEY ARE
RE-ENACTMENTS (WHETHER WITH OR WITHOUT MODIFICATION).
(D)
REFERENCES TO THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE
VERSA AND REFERENCES TO THE MASCULINE SHALL INCLUDE THE FEMININE AND/OR NEUTER
AND VICE VERSA.
(E)
REFERENCES TO PERSONS SHALL INCLUDE COMPANIES, PARTNERSHIPS,
ASSOCIATIONS AND BODIES OF PERSONS, WHETHER INCORPORATED OR UNINCORPORATED.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL, AND ALL OF