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 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. FOR THE AVOIDANCE OF
DOUBT, IN CONSIDERATION OF THE BENEFITS TO WHICH THE EXECUTIVE IS ENTITLED UNDER
THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE EXECUTIVE HEREBY
WAIVES ANY AND ALL RIGHTS TO ANY SEVERANCE PAYMENT, CHANGE OF CONTROL PAYMENT OR
ANY OTHER PAYMENT OR BENEFIT THAT THE EXECUTIVE MAY HAVE UNDER ANY AGREEMENT
WITH, OR POLICY OF, THE COMPANY.
16
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 AGREEMENT MAY BE REQUIRED TO BE AMENDED, FOLLOWING THE
ISSUANCE OF ADDITIONAL GUIDANCE BY THE INTERNAL REVENUE SERVICE WITH RESPECT TO
SECTION 409A, TO AVOID THE POSSIBLE IMPOSITION OF ADDITIONAL TAX UNDER
SECTION 409A WITH RESPECT TO CERTAIN PAYMENTS AND BENEFITS UNDER THIS AGREEMENT.
THE COMPANY AGREES THAT IT WILL NOT UNREASONABLY WITHHOLD ITS CONSENT TO ANY
SUCH AMENDMENTS WHICH IN ITS DETERMINATION ARE (I) FEASIBLE AND NECESSARY TO
AVOID ADVERSE TAX TREATMENT UNDER SECTION 409A FOR THE EXECUTIVE, AND (II) NOT
ADVERSE TO THE INTERESTS OF THE COMPANY.
21.
DISPUTE RESOLUTION. IN THE EVENT OF ANY DISPUTE RELATING TO
EXECUTIVE'S EMPLOYMENT, THE TERMINATION THEREOF, OR THIS AGREEMENT, OTHER THAN A
DISPUTE IN