ON THE
APPOINTMENT OF A PARTICULAR ARBITRATOR FROM THE ASSOCIATION'S POOL.
THE
ARBITRATOR SHALL NOT BE BOUND BY THE RULES OF EVIDENCE AND PROCEDURE OF THE
COURTS OF THE COMMONWEALTH OF PENNSYLVANIA
7
but shall be bound by the substantive law applicable to this Agreement.
The
decision of the arbitrator, absent fraud, duress, incompetence or gross and
obvious error of fact, shall be final and binding upon the parties and shall be
enforceable in courts of proper jurisdiction.
Following written notice of a
request for arbitration, JSSB and Executive shall be entitled to an injunction
restraining all further proceedings in any pending or subsequently filed
litigation concerning this Agreement, except as otherwise provided herein or
contemplated by Section 11.
13.
LEGAL EXPENSES.
IF EXECUTIVE OBTAINS A
JUDGMENT, AWARD OR SETTLEMENT WHICH ENFORCES A MATERIAL DISPUTED RIGHT OR
BENEFIT UNDER THIS AGREEMENT, JSSB SHALL PAY TO HIM, WITHIN TEN DAYS AFTER
DEMAND THEREFOR, ALL LEGAL FEES AND EXPENSES INCURRED BY HIM IN SEEKING TO
OBTAIN OR ENFORCE SUCH RIGHT OR BENEFIT.
14.
NOTICES.
EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT, ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS
AGREEMENT SHALL BE DEEMED PROPERLY GIVEN IF IN WRITING AND IF MAILED BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID WITH RETURN RECEIPT REQUESTED, TO
EXECUTIVE'S RESIDENCE (AS THEN REFLECTED IN THE PERSONNEL RECORDS OF JSSB), IN
THE CASE OF NOTICES TO EXECUTIVE, AND TO THE THEN PRINCIPAL OFFICES OF JSSB, IN
THE CASE OF NOTICES TO JSSB.
15.
WAIVER.
NO PROVISION OF THIS AGREEMENT MAY
BE MODIFIED, WAIVED, OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION, OR
DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY EXECUTIVE AND THE PRESIDENT AND
CHIEF EXECUTIVE OFFICER OF JSSB.
NO WAIVER BY ANY PARTY HERETO AT ANY TIME OF
ANY BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE WITH, ANY CONDITION OR
PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED
A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY
PRIOR OR SUBSEQUENT TIME.
16.
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY ANY PARTY, EXCEPT BY JSSB TO ANY AFFILIATED COMPANY OR TO ANY
SUCCESSOR IN INTEREST TO ITS BUSINESSES.
17.
ENTIRE AGREEMENT; EFFECT ON PRIOR
AGREEMENTS.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
18.
SUCCESSORS; BINDING AGREEMENT.
(A)
JSSB WILL REQUIRE ANY SUCCESSOR (WHETHER
DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESSES AND/OR ASSETS OF PENNS WOODS OR JSSB TO
EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO
THE SAME EXTENT THAT JSSB WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
FAILURE BY JSSB TO OBTAIN SUCH ASSUMPTION AND AGREEMENT PRIOR
TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL CONSTITUTE A MATERIAL BREACH
OF THIS AGREEMENT AND THE PROVISIONS OF SECTION 6 (RELATING TO TERMINATION OF
EMPLOYMENT FOLLOWING A CHANGE IN