AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
IF THE EXECUTIVE SHOULD
DIE WHILE ANY AMOUNTS WOULD STILL BE PAYABLE TO THE EXECUTIVE HEREUNDER IF THE
EXECUTIVE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED
HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE
EXECUTIVE'S DEVISEE, LEGATEE OR OTHER DESIGNEE OR, IF THERE BE NO SUCH DESIGNEE,
TO THE EXECUTIVE'S ESTATE.
8.
NOTICES.
FOR THE PURPOSE OF THIS AGREEMENT,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED OR MAILED BY
UNITED STATES REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
ADDRESSED AS FOLLOWS:
If to the Executive:
If to the Company (or the Employing Company), addressed to:
The Empire District Electric Company
602 Joplin Street
Joplin, Missouri 64801
Attention: Secretary
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
9.
MISCELLANEOUS. NOTHING IN THIS AGREEMENT SHALL
GIVE THE EXECUTIVE THE RIGHT TO BE RETAINED IN THE EMPLOYMENT OF THE EMPLOYING
COMPANY OR AFFECT THE RIGHT OF THE EMPLOYING COMPANY TO DISMISS THE EXECUTIVE.
NO PROVISIONS OF THIS AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED UNLESS
SUCH WAIVER, MODIFICATION OR DISCHARGE IS AGREED TO IN WRITING, SIGNED BY THE
EXECUTIVE AND SUCH OFFICER OR OFFICERS AS MAY BE SPECIFICALLY DESIGNATED BY THE
BOARD 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.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY
EITHER PARTY WHICH ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF MISSOURI.
10.
AMENDMENT.
THIS AGREEMENT MAY NOT BE AMENDED
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND THE EXECUTIVE.
11.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF
ANY PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT.
ANY PROVISION IN THIS AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN
ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE ONLY TO THE
EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING OR AFFECTING
THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN
ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN
ANY OTHER JURISDICTION.
12.
PRIOR AGREEMENTS SUPERSEDED.
THIS AGREEMENT
SUPERSEDES ANY SEVERANCE