OR PURSUING SUCH
ACTION.
WITH RESPECT TO ANY ARBITRATION ARISING OUT OF OR IN CONNECTION WITH
THE EQUITY DOCUMENTS, ALL COSTS AND EXPENSES SHALL BE BORNE BY THE RESPECTIVE
PARTY INCURRING SUCH COSTS AND EXPENSES.
12.
MISCELLANEOUS.
A.
LEGAL FEES.
THE COMPANY SHALL
REIMBURSE THE REASONABLE LEGAL FEES AND EXPENSES OF WILLKIE FARR & GALLAGHER LLP
THAT EXECUTIVE INCURS THAT RELATE TO THE NEGOTIATION OF THIS AGREEMENT AND THE
EQUITY DOCUMENTS PRIOR TO THE EXECUTION THEREOF.
THE COMPANY SHALL NOT
REIMBURSE EXECUTIVE FOR ANY OTHER LEGAL FEES OR EXPENSES, EXCEPT AS OTHERWISE
PROVIDED FOR IN SECTION 11 OF THIS AGREEMENT.
B.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CONNECTICUT, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
C.
ENTIRE AGREEMENT/AMENDMENTS.
THIS
AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
EMPLOYMENT OF EXECUTIVE BY THE EMPLOYER.
THERE ARE NO RESTRICTIONS, AGREEMENTS,
PROMISES, WARRANTIES, COVENANTS OR UNDERTAKINGS BETWEEN THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREIN OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.
THIS
AGREEMENT MAY NOT BE ALTERED, MODIFIED, OR AMENDED EXCEPT BY WRITTEN INSTRUMENT
SIGNED BY THE PARTIES HERETO.
D.
NO WAIVER.
THE FAILURE OF A PARTY TO
INSIST UPON STRICT ADHERENCE TO ANY TERM OF THIS AGREEMENT ON ANY OCCASION SHALL
NOT BE CONSIDERED A WAIVER OF SUCH PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE
RIGHT THEREAFTER TO INSIST UPON STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM
OF THIS AGREEMENT.
E.
SEVERABILITY.
IN THE EVENT THAT ANY
ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT SHALL BE OR BECOME INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL NOT BE
AFFECTED THEREBY.
F.
ASSIGNMENT.
THIS AGREEMENT, AND ALL
OF EXECUTIVE'S RIGHTS AND DUTIES HEREUNDER, SHALL NOT BE ASSIGNABLE OR DELEGABLE
BY EXECUTIVE; PROVIDED, HOWEVER, THAT IF EXECUTIVE SHALL DIE, ALL AMOUNTS THEN
PAYABLE TO EXECUTIVE HEREUNDER SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT TO EXECUTIVE' S DEVISEE, LEGATEE OR OTHER DESIGNEE OR, IF THERE
BE NO SUCH DEVISEE, LEGATEE OR DESIGNEE, TO EXECUTIVE'S ESTATE.
ANY PURPORTED
ASSIGNMENT OR DELEGATION BY EXECUTIVE IN VIOLATION OF THE FOREGOING SHALL BE
NULL AND VOID AB INITIO AND OF NO FORCE AND EFFECT.
THIS AGREEMENT MAY BE
ASSIGNED BY THE EMPLOYER TO A PERSON OR ENTITY WHICH
10
IS AN AFFILIATE, AND SHALL BE ASSIGNED TO ANY SUCCESSOR IN INTEREST TO
SUBSTANTIALLY ALL OF THE BUSINESS OPERATIONS OF THE EMPLOYER.
UPON SUCH
ASSIGNMENT, THE RIGHTS AND OBLIGATIONS OF THE EMPLOYER HEREUNDER SHALL BECOME
THE RIGHTS AND OBLIGATIONS OF SUCH AFFILIATE OR SUCCESSOR PERSON OR ENTITY.
G.
SET OFF; MITIGATION.
THE EMPLOYER'S
OBLIGATION TO PAY EXECUTIVE THE AMOUNTS PROVIDED AND TO MAKE THE ARRANGEMENTS
PROVIDED HEREUNDER SHALL NOT BE SUBJECT TO SET-OFF, COUNTERCLAIM OR RECOUPMENT,
OTHER THAN AMOUNTS LOANED OR ADVANCED TO EXECUTIVE BY THE COMPANY OR ITS
AFFILIATES.
EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE THE