ALL PROMISES,
REPRESENTATIONS, UNDERSTANDINGS, ARRANGEMENTS AND PRIOR AGREEMENTS RELATING TO
SUCH SUBJECT MATTER
15
(INCLUDING THOSE MADE TO OR WITH THE EXECUTIVE BY ANY OTHER PERSON OR ENTITY)
ARE MERGED HEREIN AND SUPERSEDED IN THEIR ENTIRETY HEREBY.
IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE TERMS OF THIS AGREEMENT (OR EXHIBIT HERETO) AND ANY
PLAN, PROGRAM, PRACTICE OR OTHER AGREEMENT OF THE COMPANY OF WHICH THE EXECUTIVE
IS A PARTICIPANT OR A PARTY, THIS AGREEMENT (AND EXHIBITS HERETO) WILL CONTROL
UNLESS THE EXECUTIVE AND THE COMPANY OTHERWISE AGREE IN WRITING.
16.
MISCELLANEOUS.
(A)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING ON AND INURE TO
THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS AND PERMITTED ASSIGNS.
THIS
AGREEMENT SHALL ALSO BE BINDING ON AND INURE TO THE BENEFIT OF THE EXECUTIVE AND
HIS HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL REPRESENTATIVES.
IF THE
EXECUTIVE DIES BEFORE ALL AMOUNTS PAYABLE TO HIM HEREUNDER HAVE BEEN PAID, THE
UNPAID AMOUNTS WILL BE PAID TO HIS BENEFICIARY DESIGNATED BY THE EXECUTIVE OR,
IF NONE (OR OTHERWISE NOT PERMITTED), TO HIS ESTATE.
(B)
GOVERNING LAW, WAIVER OF JURY TRIAL.
(I)
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT,
BY THE INTERNAL LAWS OF THE STATE OF NEW JERSEY WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS RULES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT THAT THE VALIDITY,
INTERPRETATION AND EFFECT OF SECTION 13 (INDEMNIFICATION) SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF THE CITY OF THE COMPANY'S
HEADQUARTERS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA, IN EACH
CASE LOCATED IN (OR LOCATED NEAREST TO) THE CITY OF THE COMPANY'S HEADQUARTERS,
SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF
THIS AGREEMENT AND OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
EACH PARTY HEREBY
WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING
FOR THE INTERPRETATION AND ENFORCEMENT HEREOF, OR ANY SUCH DOCUMENT OR IN
RESPECT OF ANY SUCH TRANSACTION, THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE
BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THE VENUE THEREOF MAY NOT
BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED
IN OR BY SUCH COURTS.
EACH PARTY HEREBY CONSENTS TO AND GRANTS ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF ANY
SUCH DISPUTE AND AGREE THAT THE MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION
WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 16(F) OR IN
SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT
SERVICE THEREOF.
IN THE EVENT OF ANY DISPUTE BETWEEN THE
16
COMPANY