15.
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD
INVALID OR UNENFORCEABLE IN PART, THE REMAINING PORTION OF SUCH PROVISION,
TOGETHER WITH ALL OTHER PROVISIONS OF THIS AGREEMENT, SHALL REMAIN VALID AND
ENFORCEABLE AND CONTINUE IN FULL FORCE AND EFFECT TO THE FULLEST EXTENT
CONSISTENT WITH LAW.
16.
TAX WITHHOLDING.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE COMPANY MAY WITHHOLD FROM AMOUNTS PAYABLE UNDER THIS AGREEMENT
ALL FEDERAL, STATE, LOCAL AND FOREIGN TAXES THAT ARE REQUIRED TO BE WITHHELD BY
APPLICABLE LAWS OR REGULATIONS.
17.
NO WAIVER.
EXECUTIVE'S OR THE COMPANY'S FAILURE TO INSIST UPON
STRICT COMPLIANCE WITH ANY PROVISION OF, OR TO ASSERT ANY RIGHT UNDER, THIS
AGREEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR OF
ANY OTHER PROVISION OF OR RIGHT UNDER THIS AGREEMENT.
ANY PROVISION OF THIS
AGREEMENT MAY BE WAIVED BY THE PARTIES HERETO; PROVIDED THAT ANY WAIVER BY ANY
PERSON OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE ONLY IF IN WRITING
AND SIGNED BY EACH PARTY AND SUCH WAIVER MUST SPECIFICALLY REFER TO THIS
AGREEMENT AND TO THE TERMS OR PROVISIONS BEING MODIFIED OR WAIVED.
18.
NO MITIGATION.
IN NO EVENT SHALL EXECUTIVE BE OBLIGATED TO SEEK
OTHER EMPLOYMENT OR TAKE OTHER ACTION BY WAY OF MITIGATION OF THE AMOUNTS
PAYABLE TO EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT AND SUCH
AMOUNTS SHALL NOT BE SUBJECT TO OFFSET OR OTHERWISE REDUCED WHETHER OR NOT
EXECUTIVE OBTAINS OTHER EMPLOYMENT.
THE COMPANY'S OBLIGATION TO MAKE ANY
PAYMENT PURSUANT TO, AND OTHERWISE TO PERFORM ITS OBLIGATIONS UNDER, THIS
AGREEMENT SHALL NOT BE AFFECTED BY ANY OFFSET, COUNTERCLAIM OR OTHER RIGHT THAT
THE COMPANY MAY HAVE AGAINST EXECUTIVE FOR ANY REASON.
19.
SECTION 409A.
THIS AGREEMENT IS INTENDED TO SATISFY THE
REQUIREMENTS OF SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 409A") WITH RESPECT TO AMOUNTS, IF ANY, SUBJECT THERETO AND SHALL BE
INTERPRETED AND CONSTRUED AND SHALL BE PERFORMED BY THE PARTIES CONSISTENT WITH
SUCH INTENT.
TO THE EXTENT EXECUTIVE WOULD OTHERWISE BE ENTITLED TO ANY PAYMENT
UNDER THIS AGREEMENT, OR ANY PLAN OR ARRANGEMENT OF THE COMPANY OR ITS
AFFILIATES, THAT CONSTITUTES A "DEFERRAL OF COMPENSATION" SUBJECT TO
SECTION 409A AND THAT IF PAID DURING THE SIX (6) MONTHS BEGINNING ON THE DATE OF
TERMINATION OF EXECUTIVE'S EMPLOYMENT WOULD BE SUBJECT TO THE SECTION 409A
ADDITIONAL TAX BECAUSE EXECUTIVE IS A "SPECIFIED EMPLOYEE" (WITHIN THE MEANING
OF SECTION 409A AND AS DETERMINED BY THE COMPANY), THE PAYMENT WILL BE PAID TO
EXECUTIVE ON THE EARLIER OF THE SIX (6) MONTH ANNIVERSARY OF HIS DATE OF
TERMINATION OR DEATH.
TO
13
THE EXTENT EXECUTIVE WOULD OTHERWISE BE ENTITLED TO ANY BENEFIT (OTHER THAN A
PAYMENT) DURING THE SIX (6) MONTHS BEGINNING ON TERMINATION OF EXECUTIVE'S
EMPLOYMENT THAT WOULD BE SUBJECT TO THE SECTION 409A ADDITIONAL