MADE, AND IS NOT MAKING, AND IN EXECUTING THIS
AGREEMENT, THE EMPLOYEE HAS NOT RELIED UPON, ANY REPRESENTATIONS, PROMISES OR
INDUCEMENTS EXCEPT TO THE EXTENT THE SAME IS EXPRESSLY SET FORTH IN THIS
AGREEMENT.
EMPLOYEE HEREBY REPRESENTS AND WARRANTS THAT BY ENTERING INTO THIS
AGREEMENT, EMPLOYEE WILL NOT RESCIND OR OTHERWISE BREACH AN EMPLOYMENT AGREEMENT
WITH EMPLOYEE'S CURRENT EMPLOYER PRIOR TO THE NATURAL EXPIRATION DATE OF SUCH
AGREEMENT
4.
ASSIGNMENT; SUCCESSORS.
THIS AGREEMENT
IS PERSONAL IN ITS NATURE AND NONE OF THE PARTIES HERETO SHALL, WITHOUT THE
CONSENT OF THE OTHERS, ASSIGN OR TRANSFER THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER, PROVIDED THAT, IN THE EVENT OF THE MERGER, CONSOLIDATION,
TRANSFER, OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY WITH
OR TO ANY OTHER INDIVIDUAL OR ENTITY, THIS AGREEMENT SHALL, SUBJECT TO THE
PROVISIONS HEREOF, BE BINDING UPON AND INURE TO THE BENEFIT OF SUCH SUCCESSOR
AND SUCH SUCCESSOR SHALL DISCHARGE AND PERFORM ALL THE PROMISES, COVENANTS,
DUTIES, AND OBLIGATIONS OF THE COMPANY HEREUNDER, AND ALL REFERENCES HEREIN TO
THE "COMPANY" SHALL REFER TO SUCH SUCCESSOR.
5.
WITHHOLDING.
THE COMPANY SHALL MAKE
SUCH DEDUCTIONS AND WITHHOLD SUCH AMOUNTS FROM EACH PAYMENT AND BENEFIT MADE OR
PROVIDED TO EMPLOYEE HEREUNDER, AS MAY BE REQUIRED FROM TIME TO TIME BY
APPLICABLE LAW, GOVERNMENTAL REGULATION OR ORDER.
6.
HEADING REFERENCES.
SECTION HEADINGS
IN THIS AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
REFERENCES
TO "THIS AGREEMENT" OR THE USE OF THE TERM "HEREOF" SHALL REFER TO THESE
STANDARD TERMS AND CONDITIONS AND THE EMPLOYMENT AGREEMENT ATTACHED HERETO,
TAKEN AS A WHOLE.
5
7.
WAIVER; MODIFICATION.
FAILURE TO
INSIST UPON STRICT COMPLIANCE WITH ANY OF THE TERMS, COVENANTS, OR CONDITIONS
HEREOF SHALL NOT BE DEEMED A WAIVER OF SUCH TERM, COVENANT, OR CONDITION, NOR
SHALL ANY WAIVER OR RELINQUISHMENT OF, OR FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH, ANY RIGHT OR POWER HEREUNDER AT ANY ONE OR MORE TIMES BE DEEMED
A WAIVER OR RELINQUISHMENT OF SUCH RIGHT OR POWER AT ANY OTHER TIME OR TIMES.
THIS AGREEMENT SHALL NOT BE MODIFIED IN ANY RESPECT EXCEPT BY A WRITING EXECUTED
BY EACH PARTY HERETO.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER
THE ASSIGNMENT OF EMPLOYEE TO A DIFFERENT REPORTING OFFICER DUE TO A
REORGANIZATION OR AN INTERNAL RESTRUCTURING OF THE COMPANY OR ITS AFFILIATED
COMPANIES NOR A CHANGE IN THE TITLE OF THE REPORTING OFFICER SHALL CONSTITUTE A
MODIFICATION OR A BREACH OF THIS AGREEMENT.
8.
SEVERABILITY.
IN THE EVENT THAT A
COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY PORTION OF THIS AGREEMENT IS
IN VIOLATION OF ANY LAW OR PUBLIC POLICY, ONLY THE PORTIONS OF THIS AGREEMENT
THAT VIOLATE SUCH LAW OR PUBLIC POLICY SHALL BE STRICKEN.
ALL PORTIONS OF THIS
AGREEMENT THAT DO NOT VIOLATE ANY STATUTE OR PUBLIC POLICY SHALL CONTINUE IN
FULL FORCE AND EFFECT.
FURTHER, ANY COURT ORDER STRIKING ANY PORTION OF THIS
AGREEMENT SHALL MODIFY THE STRICKEN