THAT (A) THE PROVISIONS OF THIS AGREEMENT SHALL NOT CONSTITUTE AN EMPLOYMENT
AGREEMENT OR ARRANGEMENT BETWEEN EXECUTIVE AND THE COMPANY, (B) EXECUTIVE SHALL
REMAIN AN "AT-WILL" EMPLOYEE OF THE COMPANY, (C) EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY MAY BE TERMINATED BY THE COMPANY FOR ANY REASON OR NO REASON AT ANY TIME
AND (D) NOTHING CONTAINED HEREIN SHALL CONFER UPON EXECUTIVE ANY RIGHT TO
CONTINUANCE OF EMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATES.
FURTHERMORE,
THE PARTIES AGREE THAT EXECUTIVE REMAINS SUBJECT TO CHANGES IN SALARY, TRANSFER,
CHANGE OF JOB ASSIGNMENT, DISCIPLINE, DISCHARGE OR ANY OTHER CHANGE OF HIS
EMPLOYMENT STATUS.
4.
NOTICE.
FOR THE PURPOSES HEREOF, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN WHEN DELIVERED PERSONALLY OR WHEN DEPOSITED IN THE UNITED
STATES MAIL, REGISTERED OR CERTIFIED AND RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES AND TO
EXECUTIVE AT HIS ADDRESS AS SHOWN ON THE RECORDS OF THE COMPANY, PROVIDED THAT
ALL NOTICES TO THE COMPANY SHALL BE DIRECTED TO THE ATTENTION OF THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY WITH A COPY TO THE VICE PRESIDENT-FINANCE OF
THE COMPANY, EXCEPT THAT NOTICES OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY
UPON RECEIPT.
5.
ASSIGNMENT.
THIS AGREEMENT AND EXECUTIVE'S RIGHTS AND
OBLIGATIONS HEREUNDER, INCLUDING WITHOUT LIMITATION ANY RIGHTS EXECUTIVE MAY
HAVE TO RECEIVE A BONUS PAYMENT, SHALL NOT BE ASSIGNABLE BY EXECUTIVE AND ANY
ASSIGNMENT OR ATTEMPTED ASSIGNMENT BY EXECUTIVE OF HIS RIGHTS OR OBLIGATIONS
HEREUNDER SHALL BE NULL AND VOID AND WITHOUT EFFECT UNLESS THE PRIOR WRITTEN
CONSENT OF THE COMPANY IS OBTAINED.
6.
WITHHOLDING TAXES.
THE COMPANY WILL WITHHOLD FROM ALL PAYMENTS
TO BE PAID TO EXECUTIVE PURSUANT TO THIS AGREEMENT ALL REQUIRED TAXES THAT, BY
APPLICABLE FEDERAL, STATE, LOCAL OR OTHER LAW OF ANY APPLICABLE JURISDICTION,
THE COMPANY IS REQUIRED TO SO WITHHOLD.
7.
RIGHT OF OFFSET.
THE COMPANY SHALL BE ENTITLED TO OFFSET AGAINST
THE PAYMENT DUE EXECUTIVE HEREUNDER ANY AMOUNTS OR CLAIM WHICH THE COMPANY MAY
HAVE AGAINST EXECUTIVE.
8.
ENTIRE AGREEMENT; AMENDMENT; WAIVER.
THIS AGREEMENT CONSTITUTES
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY AND EXECUTIVE WITH
RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PREVIOUS WRITTEN OR
ORAL REPRESENTATIONS, PROMISES, AGREEMENTS, UNDERSTANDINGS, OR NEGOTIATIONS
BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF, WHETHER EXPRESSED OR
IMPLIED.
NO CHANGE OR MODIFICATION TO THIS AGREEMENT SHALL BE VALID OR BINDING
UNLESS IT IS IN WRITING AND DULY EXECUTED BY BOTH PARTIES HERETO.
NO WAIVER
(WHETHER BY ACT OR COURSE OF CONDUCT OR OMISSION OR OTHERWISE) OF ANY PROVISION
OF THIS AGREEMENT SHALL BE VALID UNLESS IT IS IN WRITING AND SIGNED BY THE PARTY
TO BE CHARGED THEREBY.
NO WAIVER BY EITHER PARTY
2
HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE
WITH, ANY CONDITION OR PROVISION HEREOF TO BE PERFORMED BY SUCH OTHER PARTY
SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR