DURING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY WOULD GIVE THAT
COMPETITOR AN UNFAIR COMPETITIVE ADVANTAGE.
FOR THE AVOIDANCE OF DOUBT, THIS
DEFINITION AS USED HEREIN SHALL IN NO WAY DIMINISH THE EXECUTIVE'S OBLIGATIONS
UNDER SECTION 7.
14.
WITHHOLDING.
ALL PAYMENTS MADE BY THE COMPANY UNDER THIS
AGREEMENT SHALL BE REDUCED BY ANY TAX OR OTHER AMOUNTS REQUIRED TO BE WITHHELD
BY THE COMPANY UNDER APPLICABLE LAW.
15.
ASSIGNMENT.
NEITHER THE COMPANY NOR THE EXECUTIVE MAY MAKE ANY
ASSIGNMENT OF THIS AGREEMENT OR ANY INTEREST HEREIN, BY OPERATION OF LAW OR
OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER; PROVIDED, HOWEVER,
THAT THE COMPANY MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
WITHOUT THE CONSENT OF THE EXECUTIVE IN THE EVENT THAT THE COMPANY SHALL
HEREAFTER AFFECT A REORGANIZATION, CONSOLIDATE WITH, OR MERGE INTO, ANY OTHER
PERSON OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS PROPERTIES OR ASSETS TO ANY
OTHER PERSON.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE COMPANY AND THE EXECUTIVE, THEIR RESPECTIVE SUCCESSORS, EXECUTORS,
ADMINISTRATORS, HEIRS AND PERMITTED ASSIGNS.
16.
SEVERABILITY.
IF ANY PORTION OR PROVISION OF THIS AGREEMENT SHALL
TO ANY EXTENT BE DECLARED ILLEGAL OR UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION, THEN THE REMAINDER OF THIS AGREEMENT, OR THE APPLICATION OF SUCH
PORTION OR PROVISION IN CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT IS SO
DECLARED ILLEGAL OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY, AND EACH
PORTION AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCEABLE TO THE
FULLEST EXTENT PERMITTED BY LAW.
17.
WAIVER.
NO WAIVER OF ANY PROVISION HEREOF SHALL BE EFFECTIVE
UNLESS MADE IN WRITING AND SIGNED BY THE WAIVING PARTY.
THE FAILURE OF EITHER
PARTY TO REQUIRE THE PERFORMANCE OF ANY TERM OR OBLIGATION OF THIS AGREEMENT, OR
THE WAIVER BY EITHER PARTY OF ANY BREACH OF THIS
15
Agreement, shall not prevent any subsequent enforcement of such term or
obligation or be deemed a waiver of any subsequent breach.
18.
NOTICES.
ANY AND ALL NOTICES, REQUESTS, DEMANDS AND OTHER
COMMUNICATIONS PROVIDED FOR BY THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
EFFECTIVE WHEN DELIVERED IN PERSON OR DEPOSITED IN THE UNITED STATES MAIL,
POSTAGE PREPAID, REGISTERED OR CERTIFIED, AND ADDRESSED TO THE EXECUTIVE AT THE
EXECUTIVE'S LAST KNOWN ADDRESS ON THE BOOKS OF THE COMPANY OR, IN THE CASE OF
THE COMPANY, AT ITS PRINCIPAL PLACE OF BUSINESS, ATTENTION OF THE CHAIRMAN OF
THE BOARD, OR TO SUCH OTHER ADDRESS AS EITHER PARTY MAY SPECIFY BY NOTICE TO THE
OTHER ACTUALLY RECEIVED.
19.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AND SUPERSEDES AND TERMINATES ALL PRIOR COMMUNICATIONS,
AGREEMENTS AND UNDERSTANDINGS, WRITTEN OR ORAL, WITH RESPECT TO THE TERMS AND
CONDITIONS OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
20.
AMENDMENT; SECTION 409A.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE EXECUTIVE AND BY AN
EXPRESSLY AUTHORIZED REPRESENTATIVE OF THE COMPANY.
THE PARTIES ACKNOWLEDGE
THAT CERTAIN PROVISIONS OF THIS