YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR
OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, AND AGREES TO COMMENCE ANY SUCH
ACTION, SUIT OR PROCEEDING ONLY IN SUCH COURTS.
EACH PARTY FURTHER AGREES THAT
SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO
SUCH PARTY'S RESPECTIVE ADDRESS SET FORTH IN SECTION 5.4 SHALL BE EFFECTIVE
SERVICE OF PROCESS FOR ANY SUCH ACTION, SUIT OR PROCEEDING.
EACH PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF
ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY IN SUCH COURTS, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION,
SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
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5.8
SEVERABILITY.
SHOULD A COURT OR OTHER BODY OF COMPETENT JURISDICTION
DETERMINE THAT ANY PROVISION OF THIS AGREEMENT IS INVALID, VOID, UNENFORCEABLE
OR AGAINST PUBLIC POLICY FOR ANY REASON, SUCH PROVISION SHALL BE ADJUSTED RATHER
THAN VOIDED, IF POSSIBLE, AND ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE
DEEMED VALID AND ENFORCEABLE TO THE EXTENT POSSIBLE.
5.9
BENEFITS OF AGREEMENT.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE EXECUTORS, ADMINISTRATORS, HEIRS,
SUCCESSORS AND ASSIGNS OF THE PARTIES; PROVIDED, HOWEVER, THAT THIS AGREEMENT
SHALL NOT BE ASSIGNABLE EITHER BY THE COMPANY (EXCEPT TO AN AFFILIATE OF OR ANY
SUCCESSOR TO THE BUSINESS OF THE COMPANY) OR BY EMPLOYEE, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY.
5.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
5.11
WITHHOLDINGS.
ALL COMPENSATION AND BENEFITS TO EMPLOYEE HEREUNDER SHALL
BE REDUCED BY ALL FEDERAL, STATE, LOCAL AND OTHER WITHHOLDINGS AND SIMILAR TAXES
AND PAYMENTS REQUIRED BY APPLICABLE LAW.
5.12
REMEDIES.
EXCEPT AS PROVIDED IN SECTION 5.2, ALL RIGHTS AND REMEDIES OF
THE COMPANY HEREUNDER SHALL BE CUMULATIVE AND THE EXERCISE OF ANY RIGHT OR
REMEDY SHALL NOT PRECLUDE THE EXERCISE OF ANOTHER.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first above written.
THE WORNICK COMPANY
By:
/s/ Robert B. McKeon
Robert B. McKeon, Chairman
EMPLOYEE:
/s/ Jon P. Geisler
Jon P. Geisler
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