A
TERM OR PROVISION THAT IS VALID AND ENFORCEABLE AND THAT COMES CLOSEST TO
EXPRESSING THE INTENTION OF THE INVALID OR UNENFORCEABLE TERM OR PROVISION, AND
THIS AGREEMENT SHALL BE ENFORCEABLE AS SO MODIFIED. IN THE EVENT SUCH COURT DOES
NOT EXERCISE THE POWER GRANTED TO IT IN THE PRIOR SENTENCE, THE PARTIES HERETO
AGREE TO REPLACE SUCH INVALID OR UNENFORCEABLE TERM OR PROVISION WITH A VALID
AND ENFORCEABLE TERM OR PROVISION THAT WILL ACHIEVE, TO THE EXTENT POSSIBLE, THE
ECONOMIC, BUSINESS AND OTHER PURPOSES OF SUCH INVALID OR UNENFORCEABLE TERM.
17. CHOICE OF LAW. IT IS THE EXPRESS INTENTION OF THE PARTIES THAT THIS
AGREEMENT AND ANY QUESTIONS CONCERNING ITS VALIDITY, CONSTRUCTION OR PERFORMANCE
BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.
18. NO RELIANCE UPON OTHER STATEMENTS. THIS AGREEMENT IS ENTERED INTO WITHOUT
RELIANCE UPON ANY STATEMENT OR REPRESENTATION OF ANY PARTY HERETO OR PARTIES
HEREBY RELEASED OTHER THAN THE STATEMENTS AND REPRESENTATIONS CONTAINED IN
WRITING IN THIS AGREEMENT.
19. ENTIRE AGREEMENT. THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR
UNDERSTANDINGS WITH REGARD TO THE MATTERS COVERED HEREIN, AND SHALL BE BINDING
UPON AND SERVE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE COMPANY AND ITS
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT
SUPERSEDES ANY EXISTING AGREEMENTS ON THE PART OF EMPLOYEE RELATED TO
CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION, ASSIGNMENT OF INVENTIONS,
WORK PRODUCT, AND/OR LIMITATIONS ON THE USE OF INTELLECTUAL PROPERTY, PROVIDED
THAT ANY INCONSISTENCY BETWEEN ANY SUCH PREEXISTING AGREEMENT AND SECTIONS 5
THROUGH 9 OF THIS AGREEMENT SHALL BE RESOLVED BY ENFORCING THE APPLICABLE
PROVISION OF THIS AGREEMENT.
20. NO WAIVER. ANY FAILURE BY ANY PARTY TO ENFORCE ANY OF THEIR RIGHTS AND
PRIVILEGES UNDER THIS AGREEMENT SHALL NOT BE DEEMED TO CONSTITUTE WAIVER OF ANY
RIGHTS AND PRIVILEGES CONTAINED HEREIN.
21. FULL AND KNOWING WAIVER. BY SIGNING THIS AGREEMENT, EXECUTIVE CERTIFIES
THAT:
(a) HE HAS CAREFULLY READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS
AGREEMENT;
(b) HE WAS ADVISED BY THE COMPANY IN WRITING, VIA THIS AGREEMENT, TO CONSULT
WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT;
(c) THAT THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OF ANY LIABILITY ON
THE PART OF THE COMPANY IN ANY RESPECT; AND
(d) HE AGREES TO ITS TERMS KNOWINGLY, VOLUNTARILY AND WITHOUT INTIMIDATION,
COERCION OR PRESSURE.
IN WITNESS WHEREOF the undersigned hereunto set their hands to this Agreement on
the dates written below.
Kevin G. Hostetler
("Executive")
IDEX Services Corporation
("Company")
By:
By:
Frank Notaro
Date:
Its:
Vice President, General Counsel and Secretary
Date:
Exhibit A
RELEASE
In exchange for the payments of Base Severance, Enhanced Severance, and
additional benefits that I will receive (less applicable deductions and
withholdings) under a Transition Services and Separation Agreement between
myself and IDEX Services Corporation (the "Company") (a subsidiary of IDEX
Corporation, a Delaware corporation with its headquarters at 1925 West Field
Court, Suite 200, Lake Forest, Illinois 60045 ("IDEX")), dated February 14, 2012