OF
ANY SUCH TERM OR PROVISION TO ANY CIRCUMSTANCES, SHALL BE IN WRITING SIGNED BY
THE PARTY CHARGED WITH GIVING SUCH WAIVER. WAIVER BY EITHER PARTY OF ANY BREACH
HEREUNDER BY THE OTHER PARTY SHALL NOT OPERATE AS A WAIVER OF ANY OTHER BREACH,
WHETHER SIMILAR TO OR DIFFERENT FROM THE BREACH WAIVED. NO DELAY BY EITHER PARTY
IN THE EXERCISE OF ANY RIGHTS OR REMEDIES SHALL OPERATE AS A WAIVER THEREOF, AND
NO SINGLE OR PARTIAL EXERCISE BY EITHER PARTY OF ANY SUCH RIGHT OR REMEDY SHALL
PRECLUDE OTHER OR FURTHER EXERCISE THEREOF.
12.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION OF ANY SUCH PROVISION TO ANY PERSON OR CIRCUMSTANCES SHALL BE
DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE
TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT, OR THE APPLICATION OF SUCH
PROVISION TO SUCH PERSON OR CIRCUMSTANCES OTHER THAN THOSE TO WHICH IT IS SO
DETERMINED TO BE INVALID OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY, AND
EACH PROVISION HEREOF SHALL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW.
IF ANY PROVISION OF THIS AGREEMENT, OR ANY PART THEREOF, IS HELD TO BE INVALID
OR UNENFORCEABLE BECAUSE OF THE SCOPE OR DURATION OF OR THE AREA COVERED BY SUCH
PROVISION, THE PARTIES HERETO AGREE THAT THE COURT MAKING SUCH DETERMINATION
SHALL REDUCE THE SCOPE, DURATION AND/OR AREA OF SUCH PROVISION (AND SHALL
SUBSTITUTE APPROPRIATE PROVISIONS FOR ANY SUCH INVALID OR UNENFORCEABLE
PROVISIONS) IN ORDER TO MAKE SUCH PROVISION ENFORCEABLE TO THE FULLEST EXTENT
PERMITTED BY LAW AND/OR SHALL DELETE SPECIFIC WORDS AND PHRASES, AND SUCH
MODIFIED PROVISION SHALL THEN BE ENFORCEABLE AND SHALL BE ENFORCED. THE PARTIES
HERETO RECOGNIZE THAT IF, IN ANY JUDICIAL PROCEEDING, A COURT SHALL REFUSE TO
ENFORCE ANY OF THE SEPARATE COVENANTS CONTAINED IN THIS AGREEMENT, THEN THAT
INVALID OR UNENFORCEABLE COVENANT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED
ELIMINATED FROM THESE PROVISIONS TO THE EXTENT NECESSARY TO PERMIT THE REMAINING
SEPARATE COVENANTS TO BE ENFORCED. IN THE EVENT THAT ANY COURT DETERMINES THAT
THE TIME PERIOD OR THE AREA, OR BOTH, ARE UNREASONABLE AND THAT ANY OF THE
COVENANTS IS TO THAT EXTENT INVALID OR UNENFORCEABLE, THE PARTIES HERETO AGREE
THAT SUCH COVENANTS WILL REMAIN IN FULL FORCE AND EFFECT, FIRST, FOR THE
GREATEST TIME PERIOD, AND SECOND, IN THE GREATEST GEOGRAPHICAL AREA THAT WOULD
NOT RENDER THEM UNENFORCEABLE.
13.
SURVIVABILITY.
THE PROVISIONS OF THIS AGREEMENT WHICH BY THEIR
TERMS CALL FOR PERFORMANCE SUBSEQUENT TO TERMINATION OF EXECUTIVE'S EMPLOYMENT
HEREUNDER, OR OF THIS AGREEMENT, SHALL SO SURVIVE SUCH TERMINATION, WHETHER OR
NOT SUCH PROVISIONS EXPRESSLY STATE THAT THEY SHALL SO SURVIVE.
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14.
GOVERNING LAW; ARBITRATION.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS
CONFLICT OF LAWS PROVISIONS.
(B)
ARBITRATION.
ANY DISPUTE OR CONTROVERSY ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT SHALL