SECTION 409A AND/OR TO PRESERVE THE INTENDED TAX TREATMENT OF THE
COMPENSATION AND BENEFITS PROVIDED WITH RESPECT TO THIS AGREEMENT OR (B) COMPLY
WITH THE REQUIREMENTS OF SECTION 409A.
16.
ENTIRE AGREEMENT:
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH REGARD TO THE SUBJECT
MATTER OF THIS AGREEMENT, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
NEGOTIATIONS AND AGREEMENTS, ORAL OR WRITTEN, WITH REGARD TO THE SAME SUBJECT
MATTER, EXCEPT FOR THE CONTRACTUAL TERMS STATED IN EXHIBIT A THAT APPLY
POST-EMPLOYMENT, INCLUDING WITHOUT LIMITATION SUCH TERMS STATED IN PARAGRAPHS 6,
7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, AND 21 OF EXHIBIT A
(INCLUDING SUBPARTS), SUBJECT TO THE MODIFICATIONS STATED IN THIS AGREEMENT.
ALL PRIOR AND CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS REGARDING THE SUBJECT
MATTER OF THIS AGREEMENT ARE DEEMED INCORPORATED AND MERGED INTO THIS AGREEMENT
AND ARE DEEMED TO HAVE BEEN ABANDONED IF NOT SO INCORPORATED, SUBJECT TO THE
EXCEPTIONS STATED IN THIS SECTION.
IN THE EVENT OF AN IRRECONCILABLE CONFLICT
BETWEEN THE SURVIVING PROVISIONS OF EXHIBIT A AND THE PROVISIONS OF THIS
AGREEMENT, THIS AGREEMENT SHALL GOVERN.
NO REPRESENTATIONS, ORAL OR WRITTEN,
ARE BEING RELIED UPON BY EITHER PARTY IN EXECUTING THIS AGREEMENT OTHER THAN THE
EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT.
THE PARTIES HAVE EACH
ENTERED INTO THIS AGREEMENT BASED ON THEIR OWN INDEPENDENT JUDGMENT.
THIS
AGREEMENT CANNOT BE CHANGED OR TERMINATED WITHOUT THE EXPRESS WRITTEN CONSENT OF
THE PARTIES.
17.
OTHER DOCUMENTATION:
THE PARTIES AGREE TO
PROMPTLY EXECUTE, ACKNOWLEDGE AND DELIVER ALL FURTHER DOCUMENTS AND INSTRUMENTS
THAT MAY BE NECESSARY OR CONVENIENT TO CONSUMMATE THIS AGREEMENT; AND TO
EXECUTE, ACKNOWLEDGE, ATTEST AND DELIVER ALL ADDITIONAL DOCUMENTS, INSTRUMENTS,
CONSENTS AND APPROVALS NECESSARY OR ADVISABLE TO MORE FULLY EVIDENCE AND PERFECT
EACH PARTY'S RIGHTS AND OBLIGATIONS DESCRIBED IN THIS AGREEMENT.
18.
NON-WAIVER:
ONE OR MORE WAIVERS OF A BREACH
OF ANY COVENANT, TERM, OR PROVISION OF THIS AGREEMENT BY ANY PARTY SHALL NOT BE
CONSTRUED AS A WAIVER OF A SUBSEQUENT BREACH OF THE SAME COVENANT, TERM OR
PROVISION; NOR SHALL IT BE CONSIDERED A WAIVER OF ANY OTHER THEN EXISTING,
PRECEDING, OR SUBSEQUENT BREACH OF A DIFFERENT COVENANT, TERM, OR PROVISION.
9
19.
AUTHORITY:
THE EMPLOYEE HEREBY ACKNOWLEDGES
AND EXPRESSLY WARRANTS AND REPRESENTS FOR HIMSELF, AND FOR HIS PREDECESSORS,
SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS, AND LEGAL
REPRESENTATIVES, AS APPLICABLE, THAT HE (A) IS LEGALLY COMPETENT AND AUTHORIZED
TO EXECUTE THIS AGREEMENT; (B) HAS NOT ASSIGNED, PLEDGED, OR OTHERWISE IN ANY
MANNER, SOLD OR TRANSFERRED, EITHER BY INSTRUMENT IN WRITING OR OTHERWISE, ANY
RIGHT, TITLE, INTEREST, OR CLAIM THAT HE MAY HAVE BY REASON OF ANY MATTER
DESCRIBED IN THIS AGREEMENT; (C) HAS THE FULL RIGHT AND AUTHORITY TO ENTER INTO
THIS AGREEMENT AND TO CONSUMMATE THE COVENANTS CONTEMPLATED HEREIN; AND (D) WILL
EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AND UNDERTAKE SUCH FURTHER ACTIONS AS
MAY REASONABLY BE REQUIRED TO EFFECT ANY OF THE AGREEMENTS AND COVENANTS IN THIS
AGREEMENT.
THE COMPANY HEREBY REPRESENTS THAT THIS AGREEMENT HAS BEEN DULY
AUTHORIZED