THAT HE IS RESPONSIBLE FOR PAYMENT, IF ANY, OF LOCAL,
STATE, AND/OR FEDERAL TAXES ON THE PAYMENTS MADE HEREUNDER BY THE COMPANY AND
ANY PENALTIES OR ASSESSMENTS THEREON.
EMPLOYEE FURTHER AGREES TO INDEMNIFY AND
HOLD THE COMPANY HARMLESS FROM ANY CLAIMS, DEMANDS, DEFICIENCIES, PENALTIES,
INTEREST, ASSESSMENTS, EXECUTIONS, JUDGMENTS, OR RECOVERIES BY ANY GOVERNMENT
AGENCY AGAINST THE COMPANY FOR ANY AMOUNTS CLAIMED DUE ON ACCOUNT OF (A)
EMPLOYEE'S FAILURE TO PAY, OR EMPLOYEE'S DELAYED PAYMENT OF, FEDERAL OR STATE
6
TAXES, OR (B) DAMAGES SUSTAINED BY THE COMPANY BY REASON OF ANY SUCH CLAIMS,
INCLUDING ATTORNEYS' FEES AND COSTS.
17.
AUTHORITY.
THE COMPANY REPRESENTS AND WARRANTS THAT THE
UNDERSIGNED HAS THE AUTHORITY TO ACT ON BEHALF OF THE COMPANY AND TO BIND THE
COMPANY AND ALL WHO MAY CLAIM THROUGH IT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
EMPLOYEE REPRESENTS AND WARRANTS THAT HE HAS THE CAPACITY TO ACT ON
HIS OWN BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM THROUGH HIM TO BIND THEM TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
EACH PARTY WARRANTS AND REPRESENTS
THAT THERE ARE NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS IN LAW OR EQUITY OR
OTHERWISE OF OR AGAINST ANY OF THE CLAIMS OR CAUSES OF ACTION RELEASED HEREIN.
18.
NO REPRESENTATIONS.
EMPLOYEE REPRESENTS THAT HE HAS HAD AN
OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY READ AND UNDERSTANDS
THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
EMPLOYEE HAS NOT
RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE COMPANY THAT ARE NOT
SPECIFICALLY SET FORTH IN THIS AGREEMENT.
19.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OR ANY PORTION OF
ANY PROVISION HEREOF BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION
OR ARBITRATOR TO BE ILLEGAL, UNENFORCEABLE, OR VOID, THIS AGREEMENT SHALL
CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID PROVISION OR PORTION OF
PROVISION.
20.
ATTORNEYS' FEES.
EXCEPT WITH REGARD TO A LEGAL ACTION CHALLENGING
OR SEEKING A DETERMINATION IN GOOD FAITH OF THE VALIDITY OF THE WAIVER HEREIN
UNDER THE ADEA, IN THE EVENT THAT EITHER PARTY BRINGS AN ACTION TO ENFORCE OR
EFFECT ITS RIGHTS UNDER THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED
TO RECOVER ITS COSTS AND EXPENSES, INCLUDING THE COSTS OF MEDIATION,
ARBITRATION, LITIGATION, COURT FEES, AND REASONABLE ATTORNEYS' FEES INCURRED IN
CONNECTION WITH SUCH AN ACTION.
21.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE COMPANY AND EMPLOYEE CONCERNING THE SUBJECT MATTER
OF THIS AGREEMENT AND EMPLOYEE'S EMPLOYMENT WITH AND SEPARATION FROM THE COMPANY
AND THE EVENTS LEADING THERETO AND ASSOCIATED THEREWITH, AND SUPERSEDES AND
REPLACES ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS CONCERNING THE SUBJECT
MATTER OF THIS AGREEMENT AND EMPLOYEE'S RELATIONSHIP WITH THE COMPANY, WITH THE
EXCEPTION OF THE STOCK AGREEMENTS AND THE INDEMNIFICATION AGREEMENT.
THE
PARTIES AGREE THAT THIS AGREEMENT SHALL SURVIVE A MATERIAL CHANGE IN OWNERSHIP
OR CONTROL OF THE COMPANY.
22.
NO ORAL MODIFICATION.
THIS AGREEMENT MAY ONLY BE AMENDED IN A
WRITING SIGNED BY EMPLOYEE