such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED IN WHOLE OR IN PART ONLY BY AN
INSTRUMENT IN WRITING SETTING FORTH THE PARTICULARS OF SUCH AMENDMENT AND DULY
EXECUTED BY AN OFFICER OF EMPLOYERS AND BY EMPLOYEE.
WAIVER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, DELAY OR OMISSION BY ANY EITHER
PARTY TO EXERCISE ANY RIGHT OR POWER HEREUNDER SHALL NOT IMPAIR SUCH RIGHT OR
POWER TO BE CONSTRUED AS A WAIVER THEREOF.
A WAIVER BY ANY OF THE PARTIES
HERETO OF ANY OF THE COVENANTS TO BE PERFORMED BY ANY OTHER PARTY OR ANY BREACH
THEREOF SHALL NOT BE CONSTRUED TO BE A WAIVER OF ANY SUCCEEDING BREACH THEREOF
OR OF ANY OTHER COVENANT HEREIN CONTAINED.
EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH HEREIN, ALL REMEDIES PROVIDED FOR IN THIS AGREEMENT SHALL BE CUMULATIVE
AND IN ADDITION TO AND NOT IN LIEU OF ANY OTHER REMEDIES AVAILABLE TO ANY PARTY
AT LAW, IN EQUITY OR OTHERWISE.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF
WHICH SHALL CONSTITUTE AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME AGREEMENT.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED ACCORDING TO THE
LAWS OF THE STATE OF MISSOURI.
RESOLUTION OF DISPUTES; ARBITRATION.
ANY DISPUTE ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR EMPLOYEE'S EMPLOYMENT WITH EMPLOYERS OR THE TERMINATION
THEREOF SHALL BE RESOLVED FIRST BY NEGOTIATION BETWEEN THE PARTIES.
IF SUCH
NEGOTIATIONS LEAVE THE MATTER UNRESOLVED AFTER 60 DAYS, THEN SUCH DISPUTE OR
CLAIM SHALL BE RESOLVED BY BINDING CONFIDENTIAL ARBITRATION, TO BE HELD IN ST.
LOUIS, MISSOURI, IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION. THE ARBITRATOR IN ANY ARBITRATION PROVIDED FOR HEREIN WILL BE
MUTUALLY SELECTED BY THE PARTIES OR IN THE EVENT THE PARTIES CANNOT MUTUALLY
AGREE, THEN APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION.
JUDGMENT UPON
THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION THEREOF.
THE PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN COSTS AND
EXPENSES UNDER THIS SECTION 19.
PAYMENT UPON DEATH OF EMPLOYEE.
IN THE EVENT OF THE DEATH OF EMPLOYEE DURING
THE TERM HEREOF, ANY UNPAID PAYMENTS DUE EITHER PRIOR TO EMPLOYEE'S DEATH OR
AFTER EMPLOYEE'S DEATH SHALL BE PAYABLE AS DESIGNATED BY EMPLOYEE PRIOR TO HIS
DEATH IN WRITING TO EMPLOYERS.
IN THE EVENT OF THE DEATH OF ALL SUCH PERSONS SO
DESIGNATED BY EMPLOYEE, EITHER PRIOR TO THE DEATH OF THE EMPLOYEE OR DURING ANY
TIME WHEN PAYMENTS ARE DUE AS PROVIDED HEREIN, OR IN THE EVENT EMPLOYEE FAILS TO
SO DESIGNATE PRIOR TO HIS DEATH, OR WITHDRAWS ALL SUCH DESIGNATIONS, SAID
PAYMENTS THEREAFTER SHALL BE MADE TO EMPLOYEE'S ESTATE.
PRIOR EMPLOYMENT AGREEMENTS.
THIS AGREEMENT SUPERSEDES ANY AND ALL OTHER
EMPLOYMENT, CHANGE-IN-CONTROL, SEVERANCE OR SIMILAR AGREEMENTS BETWEEN EMPLOYEE
AND EMPLOYERS.
JOINTLY AND SEVERALLY LIABLE.
EACH OF THE EMPLOYERS IS JOINTLY AND SEVERALLY
LIABLE FOR THE OBLIGATIONS OF EMPLOYERS SET FORTH IN THIS AGREEMENT.
SECTION 23. Relocation.