RELATED TO THE BUSINESS OF THE COMPANY OR ANY CUSTOMERS OF THE COMPANY, WHICH
ARE IN THE POSSESSION OR UNDER THE CONTROL OF TRAUTSCHOLD.
(E)
TRAUTSCHOLD ACKNOWLEDGES THAT HIS BREACH OF
THE COVENANTS CONTAINED IN THIS PARAGRAPH 2 WILL CAUSE IRREPARABLE DAMAGE TO THE
COMPANY, AND ACCORDINGLY, TRAUTSCHOLD AGREES THAT IN ADDITION TO OTHER REMEDIES
WHICH IT MAY HAVE HEREUNDER, THE COMPANY MAY SEEK EQUITABLE RELIEF TO ENFORCE
THE OBLIGATIONS IMPOSED HEREUNDER.
(F)
THIS PARAGRAPH 2 IS INTENDED TO
SUPPLEMENT, BUT NOT LIMIT OR SUPPLANT, ANY OBLIGATION OF TRAUTSCHOLD OR REMEDY
OF THE COMPANY WHICH MAY BE OTHERWISE IMPOSED ON TRAUTSCHOLD OR AVAILABLE TO THE
COMPANY UNDER COMMON LAW OR EQUITY WITHOUT WRITTEN AGREEMENT.
3.
OTHER CONSIDERATIONS.
THE PAYMENT ON JANUARY 15, 2008 REFERRED TO IN SUBPARAGRAPH 1 (B) WILL BE MADE
NOTWITHSTANDING TRAUTSCHOLD'S DEATH OR DISABILITY.
IN THE EVENT OF
TRAUTSCHOLD'S DEATH, SUCH PAYMENT WILL BE MADE TO SUCH
PERSON OR PERSONS AS HE
MAY DESIGNATE IN WRITING AND IN THE ABSENCE OF SUCH DESIGNATION TO HIS ESTATE.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL HAVE NO OBLIGATION TO PAY SUCH
AMOUNTS IF TRAUTSCHOLD VIOLATES THE TERMS OF THIS AGREEMENT OR CONTESTS THE
VALIDITY OF THE SEPARATION AGREEMENT AND RELEASE OF CLAIMS WITH THE COMPANY OR
ITS APPLICATION TO ANY ACT OR OMISSION OF THE COMPANY PRIOR TO THE EFFECTIVE
TIME THEREOF.
4.
NOTICES.
ANY NOTICE REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE SUFFICIENT IF IN WRITING AND SHALL BE
DEEMED DELIVERED UPON THE DATE OF MAILING IF MAILED BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESS OF TRAUTSCHOLD AS REFLECTED IN
THE COMPANY'S RECORDS, OR TO THE COMPANY TO 1300 MAIN STREET, P.O. BOX 130,
ATCHISON, KANSAS 66002-0130, ATTN:
PRESIDENT.
5.
MISCELLANEOUS.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES HERETO RESPECTING THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR UNDERSTANDINGS OR AGREEMENTS, ORAL OR
WRITTEN, AMONG ALL OR ANY OF SUCH PARTIES.
THIS AGREEMENT SHALL NOT BE AMENDED
EXCEPT BY A WRITTEN AGREEMENT SIGNED BY ALL OF THE PARTIES HERETO.
THIS
AGREEMENT SHALL BE BINDING UPON, INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES,
SUCCESSORS AND PERMITTED ASSIGNS.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF KANSAS.
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT OR ANY APPLICATION THEREOF SHALL BE HELD TO BE
ILLEGAL, THE ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT OR ANY
OTHER APPLICATION THEREOF SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
NO DELAY OR FAILURE ON THE PART OF ANY PARTY HERETO IN EXERCISING ANY RIGHTS
HEREUNDER, AND NO PARTIAL OR SINGLE EXERCISE THEREOF, SHALL CONSTITUTE A WAIVER
OF ANY OTHER RIGHTS HEREUNDER.
WHENEVER THE CONTEXT HEREOF SHALL REQUIRE, THE
USE OF ANY GENDER SHALL INCLUDE ALL GENDERS AND THE SINGULAR SHALL INCLUDE THE
PLURAL, AND VICE VERSA.
ALL EXHIBITS ATTACHED HERETO ARE INCORPORATED HEREIN BY
THIS REFERENCE.
3
"COMPANY"
(CORPORATE SEAL)
MGP