(B) THE OFFICER RESIGNATION LETTER AND (C) THE
CONSULTING AGREEMENT. IN ADDITION, THIS AGREEMENT SHALL NOT SUPERSEDE OR
REPLACE, AND SHALL NOT HAVE ANY EFFECT ON ANY OF THE STATEMENTS,
REPRESENTATIONS, OR COVENANTS CONTAINED IN SECTIONS 1(A), 3, AND 4-7 OF THE
SEVERANCE AGREEMENT; PROVIDED, HOWEVER, THAT ALL OTHER PROVISIONS IN THE
SEVERANCE AGREEMENT SHALL BE SUPERSEDED AND REPLACED BY THIS AGREEMENT. TO THE
EXTENT THAT THERE IS ANY INCONSISTENCY BETWEEN THE TERMS OF THIS AGREEMENT AND
THE TERMS OF THE SEVERANCE AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN.
10.
AMENDMENTS; WAIVERS. THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED,
OR TERMINATED EXCEPT BY AN INSTRUMENT IN WRITING, SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF THE COMPANY AND EXECUTIVE. BY AN INSTRUMENT IN WRITING
SIMILARLY EXECUTED, EITHER PARTY MAY WAIVE COMPLIANCE BY THE OTHER PARTY WITH
ANY PROVISION OF THIS AGREEMENT THAT SUCH OTHER PARTY WAS OR IS OBLIGATED TO
COMPLY WITH OR PERFORM, PROVIDED, HOWEVER, THAT SUCH WAIVER SHALL NOT OPERATE AS
A WAIVER OF, OR ESTOPPEL WITH RESPECT TO, ANY OTHER OR SUBSEQUENT FAILURE. NO
FAILURE TO EXERCISE AND NO DELAY IN EXERCISING ANY RIGHT, REMEDY, OR POWER
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY RIGHT, REMEDY, OR POWER HEREUNDER PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY, OR POWER PROVIDED
HEREIN OR BY LAW OR IN EQUITY.
11.
SEVERABILITY; ENFORCEMENT. IF ANY PROVISION OF THIS AGREEMENT, OR
THE APPLICATION THEREOF TO ANY PERSON, PLACE, OR CIRCUMSTANCE, SHALL BE HELD BY
A COURT OF COMPETENT JURISDICTION TO BE INVALID, UNENFORCEABLE, OR VOID, THE
REMAINDER OF THIS AGREEMENT AND SUCH PROVISIONS AS APPLIED TO OTHER PERSONS,
PLACES, AND CIRCUMSTANCES SHALL REMAIN IN FULL FORCE AND EFFECT. IT IS THE
INTENTION OF THE PARTIES THAT THE COVENANTS CONTAINED IN SECTIONS 6(A)-(B) (AND
THE SECTIONS OF THE SEVERANCE AGREEMENT REFERENCED THEREIN) SHALL BE ENFORCED TO
THE GREATEST EXTENT (BUT TO NO GREATER EXTENT) IN TIME, AREA, AND DEGREE OF
PARTICIPATION AS IS PERMITTED BY THE LAW OF THAT JURISDICTION WHOSE LAW IS FOUND
TO BE APPLICABLE TO ANY ACTS ALLEGEDLY IN BREACH OF THESE COVENANTS. IT BEING
THE PURPOSE OF THIS AGREEMENT TO GOVERN COMPETITION BY EXECUTIVE ANYWHERE
THROUGHOUT THE WORLD, THESE COVENANTS SHALL BE GOVERNED BY AND CONSTRUED
ACCORDING TO THAT LAW (FROM AMONG THOSE JURISDICTIONS ARGUABLY APPLICABLE TO
THIS AGREEMENT AND THOSE IN WHICH A BREACH OF THIS AGREEMENT IS ALLEGED TO HAVE
OCCURRED OR TO BE THREATENED) WHICH BEST GIVES THEM EFFECT.
12.
GOVERNING LAW. THE VALIDITY, INTERPRETATION, ENFORCEABILITY, AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF ILLINOIS.
13.
INJUNCTIVE RELIEF. THE PARTIES AGREE THAT IN THE EVENT OF ANY
BREACH OR THREATENED BREACH OF ANY OF THE COVENANTS IN SECTIONS 6(A)-(B) (AND
THE SECTIONS OF THE SEVERANCE AGREEMENT REFERENCED
5
THEREIN), THE DAMAGE OR IMMINENT DAMAGE TO THE VALUE AND THE GOODWILL OF THE
COMPANY'S BUSINESS WILL BE