CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE
EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF IDAHO OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE.
18.
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY (AS
APPROVED BY THE BOARD) AND EXECUTIVE, AND NO COURSE OF CONDUCT OR COURSE OF
DEALING OR FAILURE OR DELAY BY ANY PARTY HERETO IN ENFORCING OR EXERCISING ANY
OF THE PROVISIONS OF THIS AGREEMENT (INCLUDING THE COMPANY'S RIGHT TO TERMINATE
THE EMPLOYMENT PERIOD FOR CAUSE) SHALL AFFECT THE VALIDITY, BINDING EFFECT OR
ENFORCEABILITY OF THIS AGREEMENT OR BE DEEMED TO BE AN IMPLIED WAIVER OF ANY
PROVISION OF THIS AGREEMENT.
19.
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
EXECUTIVE.
THE COMPANY AND ITS AFFILIATES SHALL BE ENTITLED TO DEDUCT OR
WITHHOLD FROM ANY AMOUNTS OWING FROM THE COMPANY OR ANY OF ITS AFFILIATES TO
EXECUTIVE ANY FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING TAXES, EXCISE TAX, OR
EMPLOYMENT TAXES ("TAXES") IMPOSED WITH RESPECT TO EXECUTIVE'S COMPENSATION,
OTHER PAYMENTS OR PROVISIONS OF BENEFITS FROM THE COMPANY OR ANY OF ITS
AFFILIATES OR EXECUTIVE'S OWNERSHIP INTEREST IN THE COMPANY (INCLUDING WAGES,
BONUSES, DIVIDENDS, THE RECEIPT OR EXERCISE OF EQUITY OPTIONS AND/OR THE RECEIPT
OR VESTING OF RESTRICTED EQUITY).
IN THE EVENT THE COMPANY OR ANY OF ITS
AFFILIATES DOES NOT MAKE ANY SUCH DEDUCTIONS OR WITHHOLDINGS, EXECUTIVE SHALL
INDEMNIFY THE COMPANY AND ITS AFFILIATES FOR ANY AMOUNTS PAID WITH RESPECT TO
ANY SUCH TAXES, TOGETHER WITH ANY INTEREST, PENALTIES AND RELATED EXPENSES
THERETO.
20.
CONSENT TO JURISDICTION.
EACH OF THE PARTIES IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF IDAHO LOCATED IN BOISE, IDAHO, FOR THE PURPOSES OF ANY SUIT, ACTION
OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
EACH OF THE PARTIES HERETO FURTHER
AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL TO SUCH PARTY'S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE
EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN SUCH COURT
WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS
PARAGRAPH 20.
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING
OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND
11
THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF IDAHO LOCATED IN
BOISE, IDAHO, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION,
SUIT OR