any twenty-six (26) weeks within a fifty-two (52) week period.
10.
MISCELLANEOUS PROVISIONS.
10.1.
GOVERNING LAW AND JURISDICTION.
THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID
STATE.
THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
COMMON PLEAS LOCATED IN BUCKS COUNTY, PENNSYLVANIA IN ALL ACTIONS ARISING OUT OF
THIS AGREEMENT.
10.2.
ENTIRE AGREEMENT.
THIS AGREEMENT (TOGETHER WITH
THE EXHIBIT ATTACHED HERETO, WHICH HEREBY IS INCORPORATED BY REFERENCE) CONTAINS
THE ENTIRE AGREEMENT OF THE PARTIES HERETO RELATING TO THE EMPLOYMENT OF
EXECUTIVE BY COMPANY AND THE OTHER MATTERS DISCUSSED HEREIN AND SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS WITH RESPECT TO SUCH SUBJECT MATTER, AND THE
PARTIES HERETO HAVE MADE NO AGREEMENTS, REPRESENTATIONS OR WARRANTIES RELATING
TO THE SUBJECT MATTER OF THIS AGREEMENT WHICH ARE NOT SET FORTH HEREIN.
10.3.
WITHHOLDING TAXES.
COMPANY MAY WITHHOLD FROM ANY
COMPENSATION OR OTHER BENEFITS PAYABLE UNDER THIS AGREEMENT ALL FEDERAL, STATE,
CITY OR OTHER TAXES AS SHALL BE REQUIRED PURSUANT TO ANY LAW OR GOVERNMENTAL
REGULATION OR RULING.
10.4.
SUPPLEMENTS AND AMENDMENTS.
THIS AGREEMENT MAY BE
SUPPLEMENTED OR AMENDED ONLY UPON THE WRITTEN CONSENT OF EACH OF THE PARTIES
HERETO.
11
10.5.
ASSIGNMENT.
EXCEPT AS EXPRESSLY PROVIDED BELOW,
THIS AGREEMENT SHALL NOT BE ASSIGNABLE, IN WHOLE OR IN PART, BY EITHER PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
COMPANY MAY, WITHOUT THE
PRIOR WRITTEN CONSENT OF EXECUTIVE, ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT TO ANY OTHER CORPORATION, FIRM OR OTHER BUSINESS ENTITY WITH OR INTO
WHICH COMPANY MAY MERGE OR CONSOLIDATE, OR TO WHICH COMPANY MAY SELL OR TRANSFER
ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, OR OF WHICH 50% OR MORE OF THE EQUITY
INVESTMENT AND OF THE VOTING CONTROL IS OWNED, DIRECTLY OR INDIRECTLY, BY, OR IS
UNDER COMMON OWNERSHIP WITH, COMPANY.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
10.6.
NO WAIVER.
NO TERM OR CONDITION OF THIS AGREEMENT
SHALL BE DEEMED TO HAVE BEEN WAIVED, NOR SHALL THERE BE ANY ESTOPPEL TO ENFORCE
ANY PROVISIONS OF THIS AGREEMENT, EXCEPT BY A STATEMENT IN WRITING SIGNED BY THE
PARTY AGAINST WHOM ENFORCEMENT OF THE WAIVER OR ESTOPPEL IS SOUGHT.
ANY WRITTEN
WAIVER SHALL NOT BE DEEMED A CONTINUING WAIVER UNLESS SPECIFICALLY STATED, SHALL
OPERATE ONLY AS TO THE SPECIFIC TERM OR CONDITION WAIVED AND SHALL NOT
CONSTITUTE A WAIVER OF SUCH TERM OR CONDITION FOR THE FUTURE OR AS TO ANY ACT
OTHER THAN THAT SPECIFICALLY WAIVED.
10.7.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT
ARE SEVERABLE, AND IF ANY ONE OR MORE PROVISIONS MAY BE DETERMINED TO BE
JUDICIALLY UNENFORCEABLE AND/OR INVALID BY A COURT OF COMPETENT JURISDICTION, IN
WHOLE OR IN PART, THE REMAINING PROVISIONS SHALL NEVERTHELESS BE BINDING,
ENFORCEABLE AND IN FULL