CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE EMPLOYMENT
OF EXECUTIVE BY THE COMPANY.
THERE ARE NO RESTRICTIONS, AGREEMENTS, PROMISES,
WARRANTIES, COVENANTS OR UNDERTAKINGS BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREIN OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.
THIS
AGREEMENT MAY NOT BE ALTERED, MODIFIED, OR AMENDED EXCEPT BY WRITTEN INSTRUMENT
SIGNED BY THE PARTIES HERETO.
C.
NO WAIVER.
THE FAILURE OF A PARTY TO INSIST UPON
STRICT ADHERENCE TO ANY TERM OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE
CONSIDERED A WAIVER OF SUCH PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE RIGHT
THEREAFTER TO INSIST UPON STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF
THIS AGREEMENT.
13
D.
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE
OF THE PROVISIONS OF THIS AGREEMENT SHALL BE OR BECOME INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
E.
ASSIGNMENT.
THIS AGREEMENT, AND ALL OF
EXECUTIVE'S RIGHTS AND DUTIES HEREUNDER, SHALL NOT BE ASSIGNABLE OR DELEGABLE BY
EXECUTIVE.
ANY PURPORTED ASSIGNMENT OR DELEGATION BY EXECUTIVE IN VIOLATION OF
THE FOREGOING SHALL BE NULL AND VOID AB INITIO AND OF NO FORCE AND EFFECT.
THIS
AGREEMENT MAY BE ASSIGNED BY THE COMPANY TO A PERSON OR ENTITY THAT IS AN
AFFILIATE OR A SUCCESSOR IN INTEREST TO SUBSTANTIALLY ALL OF THE BUSINESS
OPERATIONS OF THE COMPANY.
UPON SUCH ASSIGNMENT, THE RIGHTS AND OBLIGATIONS OF
THE COMPANY HEREUNDER SHALL BECOME THE RIGHTS AND OBLIGATIONS OF SUCH AFFILIATE
OR SUCCESSOR PERSON OR ENTITY.
F.
SET OFF; NO MITIGATION.
THE COMPANY'S
OBLIGATION TO PAY EXECUTIVE THE AMOUNTS PROVIDED AND TO MAKE THE ARRANGEMENTS
PROVIDED HEREUNDER SHALL BE SUBJECT TO SET-OFF, COUNTERCLAIM OR RECOUPMENT OF
AMOUNTS OWED BY EXECUTIVE TO THE COMPANY OR ITS SUBSIDIARIES.
IN THE EVENT OF A
TERMINATION OF EMPLOYMENT REQUIRING THE COMPANY TO MAKE PAYMENTS TO EXECUTIVE,
ANY SUCH PAYMENTS SHALL BE OFFSET BY AMOUNTS, IF ANY, EARNED BY EXECUTIVE
THROUGH OTHER PROFESSIONAL ACTIVITIES DURING THE PERIOD COMMENCING ON SUCH
TERMINATION OF EMPLOYMENT AND ENDING ON THE SEVENTH ANNIVERSARY OF THE EFFECTIVE
DATE, PROVIDED EXECUTIVE SHALL NOT BE REQUIRED TO SEEK ALTERNATE EMPLOYMENT.
G.
SUCCESSORS; BINDING AGREEMENT.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES.
H.
NOTICE.
FOR THE PURPOSE OF THIS AGREEMENT,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED BY HAND OR
OVERNIGHT COURIER OR THREE DAYS AFTER IT HAS BEEN MAILED BY UNITED STATES
REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE
RESPECTIVE ADDRESSES SET FORTH BELOW IN THIS AGREEMENT, OR TO SUCH OTHER ADDRESS
AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE
HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON
RECEIPT.
If to the Company:
Front Line