ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE PRINCIPLE
OF CONFLICTS OF LAWS.
15.
SEVERABILITY.
THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF
ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS
SHALL REMAIN IN FULL FORCE AND EFFECT.
IF THE EFFECT OF A FINAL
11
AND UNAPPEALABLE HOLDING OR FINDING THAT ANY SUCH PROVISION IS EITHER INVALID,
ILLEGAL OR UNENFORCEABLE IS TO MODIFY TO THE EXECUTIVE'S DETRIMENT, REDUCE OR
ELIMINATE ANY COMPENSATION, REIMBURSEMENT, PAYMENT, ALLOWANCE OR OTHER BENEFIT
TO THE EXECUTIVE INTENDED BY THE COMPANY AND EXECUTIVE IN ENTERING INTO THIS
AGREEMENT, THE COMPANY SHALL PROMPTLY NEGOTIATE AND ENTER INTO AN AGREEMENT WITH
THE EXECUTIVE CONTAINING ALTERNATIVE PROVISIONS (REASONABLY ACCEPTABLE TO THE
EXECUTIVE) THAT WILL RESTORE TO THE EXECUTIVE (TO THE EXTENT LEGALLY
PERMISSIBLE) SUBSTANTIALLY THE SAME ECONOMIC, SUBSTANTIVE AND INCOME TAX
BENEFITS THE EXECUTIVE WOULD HAVE ENJOYED HAD ANY SUCH PROVISION OF THIS
AGREEMENT BEEN UPHELD AS VALID, LEGAL AND ENFORCEABLE.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
17.
MISCELLANEOUS.
(A)
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED OR WAIVED UNLESS
SUCH MODIFICATION OR WAIVER IS AGREED TO IN WRITING AND SIGNED BY EXECUTIVE AND
BY A DULY AUTHORIZED OFFICER OF THE COMPANY.
NO WAIVER BY EITHER 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.
(B)
FAILURE BY EXECUTIVE OR THE COMPANY TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT OR TO ASSERT ANY RIGHT EXECUTIVE
OR THE COMPANY MAY HAVE HEREUNDER, INCLUDING WITHOUT LIMITATION, THE RIGHT OF
EXECUTIVE TO TERMINATE EMPLOYMENT FOR GOOD REASON, SHALL NOT BE DEEMED TO BE A
WAIVER OF SUCH PROVISION OR RIGHT OR ANY OTHER PROVISION OR RIGHT OF THIS
AGREEMENT.
(C)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE RIGHTS OF,
AND BENEFITS PAYABLE TO, EXECUTIVE, HIS ESTATE OR HIS BENEFICIARIES PURSUANT TO
THIS AGREEMENT ARE IN ADDITION TO ANY RIGHTS OF, OR BENEFITS PAYABLE TO,
EXECUTIVE, HIS ESTATE OR HIS BENEFICIARIES UNDER ANY OTHER EMPLOYEE BENEFIT PLAN
OR COMPENSATION PROGRAM OF THE COMPANY.
(D)
IF ANY AMOUNTS WHICH ARE REQUIRED OR DETERMINED TO BE PAID OR
PAYABLE OR REIMBURSED OR REIMBURSABLE TO THE EXECUTIVE UNDER THIS AGREEMENT (OR,
FOLLOWING A CHANGE IN CONTROL, UNDER ANY OTHER PLAN, AGREEMENT, POLICY OR
ARRANGEMENT WITH THE COMPANY) ARE NOT SO PAID PROMPTLY AT THE TIMES PROVIDED
HEREON OR THEREIN, SUCH AMOUNTS SHALL ACCRUE INTEREST AT AN ANNUAL PERCENTAGE
RATE OF TEN PERCENT (10%) FROM THE DATE SUCH AMOUNTS WERE REQUIRED OR DETERMINED
TO HAVE BEEN PAID OR PAYABLE OR REIMBURSED OR REIMBURSABLE