of the Company or to which the Company assigns
this Agreement by operation of law or otherwise in connection with any sale of
all or substantially all of the assets of the Company, provided that any
successor or permitted assignee promptly assumes in a writing delivered to the
Executive this Agreement and, in no event, shall any such succession or
assignment release the Company from its obligations thereunder. As used in this
Agreement, "Company" shall mean the Company as herein before defined and any
successor to all or substantially all of its business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of law, or
otherwise.
15.
ASSIGNMENT.
THE EXECUTIVE SHALL NOT HAVE ANY RIGHT TO PLEDGE,
HYPOTHECATE, ANTICIPATE OR ASSIGN THIS AGREEMENT OR THE RIGHTS HEREUNDER, EXCEPT
BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION, OR DELEGATE HIS DUTIES OR
OBLIGATIONS HEREUNDER.
16.
GOVERNING LAW.
THE PROVISIONS OF THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE DEFERRED COMPENSATION
AGREEMENT BETWEEN THE PARTIES DATED AS OF THE DATE HEREOF CONSTITUTE THE ENTIRE
AGREEMENT OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF, AND CONTAIN
ALL THE COVENANTS, PROMISES, REPRESENTATIONS, WARRANTIES AND AGREEMENTS BETWEEN
THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
WITHOUT LIMITING THE SCOPE OF
THE PRECEDING SENTENCE, ALL UNDERSTANDINGS AND AGREEMENTS PRECEDING THE DATE OF
EXECUTION OF THIS AGREEMENT AND THE DEFERRED COMPENSATION AGREEMENT AND RELATING
TO THE SUBJECT MATTER HEREOF ARE HEREBY NULL AND VOID AND OF NO FURTHER FORCE
AND EFFECT, INCLUDING, WITHOUT LIMITATION, ALL PRIOR EMPLOYMENT AND SEVERANCE
AGREEMENTS, IF ANY, BY AND BETWEEN THE COMPANY AND THE EXECUTIVE.
18.
MODIFICATION.
ANY MODIFICATION OF THIS AGREEMENT WILL BE
EFFECTIVE ONLY IF IT IS IN WRITING AND SIGNED BY THE PARTIES HERETO.
19.
NO WAIVER.
NO FAILURE BY EITHER PARTY HERETO AT ANY TIME TO GIVE
NOTICE OF ANY BREACH BY THE OTHER PARTY OF, OR TO REQUIRE COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT SHALL BE DEEMED A WAIVER OF SIMILAR OR
DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY PRIOR OR SUBSEQUENT
TIME.
20.
SEVERABILITY.
ANY PROVISION IN THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION BY REASON OF APPLICABLE LAW 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.
21.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
9
22.
WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS.
THE COMPANY
MAY WITHHOLD FROM ANY BENEFITS AND PAYMENTS MADE PURSUANT TO THIS AGREEMENT ALL
FEDERAL,