AND COSTS AND ANY AND ALL CLAIMS FOR ANY TYPE OF LEGAL OR
EQUITABLE RELIEF.
THE EXECUTIVE AGREES THAT SUCH PAYMENTS ARE IN LIEU OF ANY
SEVERANCE PAYMENTS, BENEFITS OR ANY OTHER FORMS OF COMPENSATION TO WHICH HE MAY
BE ENTITLED UNDER ANY OTHER AGREEMENTS, PLANS, POLICIES OR ARRANGEMENTS OF THE
COMPANY, VRP, THE PROFESSIONAL CORPORATIONS, OR THEIR AFFILIATES, INCLUDING BUT
NOT LIMITED TO THE EMPLOYMENT AGREEMENT AND THE VRP AGREEMENT.
9.
LEGAL REPRESENTATION.
THE EXECUTIVE
ACKNOWLEDGES THAT HE HAS CONSULTED WITH HIS OWN ATTORNEY BEFORE EXECUTING THIS
AGREEMENT AND THE RELEASE, THAT HE HAS HAD A FULL OPPORTUNITY TO CONSIDER THIS
AGREEMENT AND THE RELEASE, AND THAT HE HAS HAD A FULL OPPORTUNITY TO ASK ANY
QUESTIONS THAT HE MAY HAVE CONCERNING THIS AGREEMENT AND THE RELEASE, AND THE
SETTLEMENT OF HIS POTENTIAL CLAIMS AGAINST THE COMPANY.
10.
TAXES.
THE COMPANY WILL DEDUCT FROM ANY
PAYMENTS MADE TO THE EXECUTIVE UNDER THIS AGREEMENT ANY WITHHOLDING OR OTHER
TAXES THAT THE COMPANY IS REQUIRED TO DEDUCT, IF ANY, UNDER APPLICABLE LAW.
EXCEPT TO THE EXTENT TAXES ARE WITHHELD BY THE COMPANY AND EXCEPT FOR THE
EXPRESS PROVISIONS HEREOF REGARDING TAX PAYMENTS AND INDEMNIFICATION, THE
EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL TAXES DUE AND OWING
WITH RESPECT TO FESS, BENEFITS AND OTHER COMPENSATION PROVIDED TO HIM HEREUNDER.
11.
ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS OF THE
COMPANY UNDER THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE SUCCESSORS AND ASSIGNS OF THE COMPANY.
THE EXECUTIVE MAY NOT ASSIGN THIS
AGREEMENT OR ANY RIGHTS HEREUNDER, EXCEPT HIS RIGHTS HEREUNDER SHALL INURE TO
THE BENEFIT OF THIS ESTATE IN THE EVENT OF HIS DEATH.
ANY PURPORTED OR
ATTEMPTED ASSIGNMENT OR TRANSFER BY THE EXECUTIVE OF THIS AGREEMENT OR ANY OF
THE EXECUTIVE'S DUTIES, RESPONSIBILITIES, OR OBLIGATIONS HEREUNDER WILL BE VOID.
12.
MISCELLANEOUS.
(A)
NOTICES.
NOTICES REQUIRED TO BE GIVEN
UNDER THIS AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN GIVEN
WHEN PERSONALLY SERVED, SENT BY COURIER OR MAILED BY UNITED STATES REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE LAST KNOWN
RESIDENCE ADDRESS OF THE EXECUTIVE OR, IN THE CASE OF THE COMPANY OR VRP, TO
THEIR PRINCIPAL OFFICES, AS APPROPRIATE, TO THE ATTENTION OF THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY, OR TO SUCH OTHER ADDRESS AS ANY PARTY MAY HAVE FURNISHED
TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF
ADDRESS WILL BE EFFECTIVE ONLY UPON RECEIPT BY THE OTHER PARTY.
11
(B)
GOVERNING LAW.
THE VALIDITY,
INTERPRETATION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT WILL BE GOVERNED
BY THE LAWS OF THE STATE OF MINNESOTA WITHOUT REGARD TO CONFLICTS-OF-LAWS
PROVISIONS THAT WOULD REQUIRE APPLICATION OF ANY OTHER LAW.
(C)
JURISDICTION AND VENUE.
THE
EXECUTIVE, THE COMPANY AND VRP CONSENT TO JURISDICTION OF THE HENNEPIN COUNTY,
MINNESOTA DISTRICT COURT AND/OR UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MINNESOTA, FOR THE PURPOSE OF RESOLVING ALL CLAIMS FOR ENFORCEMENT OR BREACH OF
THIS