EACH OTHER AGREEMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS AGREEMENT,
MAY BE AMENDED, MODIFIED, SUPERSEDED OR CANCELED, AND ANY OF THE TERMS THEREOF
MAY BE WAIVED, ONLY BY A WRITTEN DOCUMENT SIGNED BY EACH PARTY TO THIS AGREEMENT
OR, IN THE CASE OF WAIVER, BY THE PARTY OR PARTIES WAIVING COMPLIANCE.
THE
DELAY OR FAILURE OF ANY PARTY AT ANY TIME OR TIMES TO EXERCISE ANY RIGHT OR
REQUIRE THE PERFORMANCE OF ANY DUTY UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT
OR DOCUMENT DELIVERED IN CONNECTION WITH THIS AGREEMENT SHALL IN NO WAY AFFECT
THE RIGHT OF THAT PARTY AT A LATER TIME TO EXERCISE THAT RIGHT OR ENFORCE THAT
DUTY OR ANY OTHER RIGHT OR DUTY.
NO WAIVER BY ANY PARTY OF ANY CONDITION OR OF
ANY BREACH OF THIS AGREEMENT, WHETHER BY CONDUCT OR OTHERWISE, IN ANY ONE OR
MORE INSTANCES, SHALL BE DEEMED OR CONSTRUED TO BE A FURTHER OR CONTINUING
WAIVER OF ANY SUCH CONDITION OR BREACH OR OF THE BREACH OF ANY OTHER TERM OF
THIS AGREEMENT.
A SINGLE OR PARTIAL EXERCISE OF ANY RIGHT SHALL NOT PRECLUDE
ANY OTHER OR FURTHER EXERCISE OF THE SAME RIGHT OR OF ANY OTHER RIGHT.
THE
RIGHTS AND REMEDIES PROVIDED BY THIS AGREEMENT SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF EACH OTHER OR OF ANY OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
(E)
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS
AGREEMENT, IF ANY, IS PARTIALLY OR COMPLETELY INVALID OR UNENFORCEABLE IN ANY
JURISDICTION, THEN THAT PROVISION SHALL BE INEFFECTIVE IN THAT JURISDICTION TO
THE EXTENT OF ITS INVALIDITY OR UNENFORCEABILITY, BUT THE INVALIDITY OR
UNENFORCEABILITY OF THAT PROVISION SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, ALL OF WHICH SHALL BE
CONSTRUED AND ENFORCED AS IF THAT INVALID OR UNENFORCEABLE PROVISION WERE
OMITTED, NOR SHALL THE INVALIDITY OR UNENFORCEABILITY OF THAT PROVISION IN ONE
JURISDICTION AFFECT ITS VALIDITY OR ENFORCEABILITY IN ANY OTHER JURISDICTION.
THE COMPANY AND THE EXECUTIVE AGREE THAT THE PERIOD OF TIME AND THE GEOGRAPHICAL
AREA DESCRIBED IN SECTION 1 ARE REASONABLE IN VIEW OF THE NATURE OF THE BUSINESS
IN WHICH THE COMPANY IS ENGAGED AND PROPOSES TO BE ENGAGED, AND THE EXECUTIVE'S
UNDERSTANDING OF HIS PROSPECTIVE FUTURE
6
EMPLOYMENT OPPORTUNITIES.
HOWEVER, IF THE TIME PERIOD OR THE GEOGRAPHICAL AREA,
OR BOTH, DESCRIBED IN SECTION 1 SHOULD BE JUDGED UNREASONABLE IN ANY JUDICIAL
PROCEEDING, THEN THE PERIOD OF TIME SHALL BE REDUCED BY THAT NUMBER OF MONTHS
AND THE GEOGRAPHICAL AREA SHALL BE REDUCED BY ELIMINATION OF THAT PORTION, OR
BOTH, AS ARE DEEMED UNREASONABLE, SO THAT THE RESTRICTION COVENANT OF SECTION 1
MAY BE ENFORCED DURING THE LONGEST PERIOD OF TIME AND IN THE FULLEST
GEOGRAPHICAL AREA AS IS ADJUDGED TO BE REASONABLE.
(F)
EMPLOYMENT "AT-WILL"
BOTH THE EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT NOTHING IN THIS AGREEMENT
CREATES A CONTRACT FOR EMPLOYMENT FOR ANY SPECIFIC DURATION.
THE EXECUTIVE'S
EMPLOYMENT SHALL BE "AT-WILL", MEANING