AGREEMENT DURING EXECUTIVE'S EMPLOYMENT OR
PROMPTLY DEMAND EXECUTIVE'S STRICT PERFORMANCE AND COMPLIANCE FOLLOWING
EXECUTIVE'S TERMINATION OF EMPLOYMENT SHALL NOT BE DEEMED TO BE A WAIVER OF THE
CORPORATION'S RIGHTS UNDER THIS AGREEMENT OR BY OPERATION OF LAW.
ANY EXPRESS
WAIVER BY EITHER PARTY OF A BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT
OPERATE AS OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH THEREOF.
ARTICLE 13
ENTIRE AGREEMENT
13.1
THE CORPORATION AND EXECUTIVE ACKNOWLEDGE THAT THIS AGREEMENT
CONTAINS THE FULL AND COMPLETE AGREEMENT BETWEEN AND AMONG THEM, THAT THERE ARE
NO ORAL OR IMPLIED AGREEMENTS OR OTHER MODIFICATIONS NOT SPECIFICALLY SET FORTH
HEREIN, OTHER THAN THE TERMS OF THE OFFER LETTER TO EXECUTIVE OF MAY 29, 2009,
INCLUDING ALL ATTACHMENTS THERETO.
THE PARTIES FURTHER AGREE THAT NO
MODIFICATIONS OF THIS AGREEMENT MAY BE MADE EXCEPT BY MEANS OF A WRITTEN
AGREEMENT OR MEMORANDUM SIGNED BY BOTH PARTIES.
ARTICLE 14
GOVERNING LAW
14.1
THE PARTIES ACKNOWLEDGE THAT THE CORPORATION'S PRINCIPAL PLACE OF
BUSINESS IS LOCATED IN THE STATE OF MINNESOTA.
THE PARTIES HEREBY AGREE THAT
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF MINNESOTA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW
PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF MINNESOTA.
EXECUTIVE AND THE CORPORATION
AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE COURTS OF
THE STATE OF MINNESOTA, COUNTY OF HENNEPIN, OR OF THE FEDERAL DISTRICT COURT OF
MINNESOTA WITH RESPECT TO THE ENFORCEMENT OF OR OF ANY DISPUTE ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
6
ARTICLE 15
SURVIVAL
15.1
THE PARTIES AGREE THAT ARTICLES 7 AND 8 OF THIS AGREEMENT, AND
THOSE PROVISIONS NECESSARY FOR THE ENFORCEMENT OF ARTICLES 7 AND 8 OF THIS
AGREEMENT, SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR ANY REASON.
ARTICLE 16
UNDERSTANDINGS
16.1
EXECUTIVE HEREBY ACKNOWLEDGES THAT (A) THE CORPORATION INFORMED
EXECUTIVE, AS PART OF THE OFFER OF EMPLOYMENT UNDER THIS EMPLOYMENT AGREEMENT
AND PRIOR TO EXECUTIVE ACCEPTING EMPLOYMENT WITH THE CORPORATION UNDER THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT, THAT THE RESTRICTIVE COVENANTS
CONTAINED IN ARTICLES 7 AND 8 OF THIS AGREEMENT WOULD BE REQUIRED AS PART OF THE
TERMS AND CONDITIONS OF EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION UNDER THIS
AGREEMENT; (B) THIS AGREEMENT CONSTITUTES GOOD AND VALUABLE CONSIDERATION IN
EXCHANGE FOR THE RESTRICTIVE COVENANTS CONTAINED IN ARTICLES 7 AND 8 OF THIS
AGREEMENT, (C) EXECUTIVE HAS CAREFULLY CONSIDERED THE RESTRICTIONS CONTAINED IN
THIS AGREEMENT AND DETERMINED THAT THEY ARE REASONABLE; AND (D) THE RESTRICTIONS
IN THIS AGREEMENT WILL NOT UNDULY RESTRICT EXECUTIVE IN SECURING OTHER
EMPLOYMENT OR EARNING A LIVELIHOOD IN THE EVENT OF EXECUTIVE'S TERMINATION FROM
THE CORPORATION.
16.2
BY SIGNING BELOW, EXECUTIVE AUTHORIZES THE CORPORATION TO NOTIFY
THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO, EXECUTIVE'S ACTUAL OR POTENTIAL
FUTURE EMPLOYERS) OF ARTICLES 7 AND 8 OF THIS AGREEMENT, AND THOSE PROVISIONS
NECESSARY FOR