provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, (ii) the parties shall request that the court exercise that power,
and (iii) this Agreement shall be enforceable as so modified after the
expiration of the time within which the judgment or decision may be appealed.
(e)
Remedy for Breach. The Participant agrees that in the event of a
breach or threatened breach of any of the covenants contained in this Section
10, the Participant shall forfeit, upon written notice to such effect from the
Company, any and all Restricted Stock granted to him or her under the Plan and
this Agreement, including vested Restricted Stock.
In addition to the foregoing, in the event of a breach or threatened breach of
any of the covenants contained in this Section 10, the Company shall also have
the right to seek enforcement of any other penalties or restrictions that may
apply under any employment or other agreement between the Participant and the
Company (or an Affiliate), state law, or otherwise. The forfeiture provisions of
this Section shall continue to apply, in accordance with their terms, after the
provisions of any employment or other agreement between the Company (or an
Affiliate) and the Participant have lapsed.
11.
NOTICES
All notices by one party to the other under this Agreement shall be in writing
and personally delivered or sent via overnight mail, registered or certified
mail, or facsimile.
12.
MISCELLANEOUS
(A)
THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AND AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND
SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATION
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(B)
ALL OF THE TERMS, PROVISIONS AND CONDITIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
SUCCESSORS AND ASSIGNS.
(C)
THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS THEREOF, SHALL GOVERN THE FORMATION, INTERPRETATION
AND PERFORMANCE OF THIS AGREEMENT. NEITHER PARTY MAY BRING ANY ACTION INVOLVING
THIS AGREEMENT EXCEPT IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS OR THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN
DIVISION AND THE PARTIES HEREBY ACKNOWLEDGE AND SUBMIT TO THE PERSONAL
JURISDICTION OF EITHER SUCH COURT. EACH PARTY CONSENTS TO SERVICE OF PROCESS BY
MEANS OF ANY OF THE METHODS FOR DELIVERY OF NOTICE THAT ARE SPECIFIED IN SECTION
11.
(D)
PARTICIPANT HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND
AGREES TO THE TERMS AND CONDITIONS THEREIN. IN THE EVENT OF ANY CONFLICT BETWEEN
THE PROVISIONS OF THIS AGREEMENT AND THOSE OF THE PLAN, THE PROVISIONS OF THE
PLAN SHALL GOVERN ONLY TO THE EXTENT NECESSARY TO RESOLVE SUCH CONFLICT.
(E)
THE PARTIES MAY EXECUTE THIS AGREEMENT IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH TOGETHER SHALL CONSTITUTE BUT ONE AGREEMENT.
13.
NO RIGHT TO EMPLOYMENT
Nothing contained