THAT THERE ARE NO RESTRICTIONS ON EXECUTIVE OR ANY OBLIGATIONS OWED BY HIM TO
THIRD PARTIES WHICH ARE REASONABLY LIKELY, IN ANY WAY, TO DETRACT FROM OR
ADVERSELY AFFECT HIS PERFORMANCE HEREUNDER.
SECTION 14. MISCELLANEOUS.
(A)
SEPARATE AGREEMENTS.
THE COVENANTS OF
EXECUTIVE CONTAINED IN THIS AGREEMENT SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT AND SHALL BE CONSTRUED AS SEPARATE AGREEMENTS INDEPENDENT OF ANY OTHER
AGREEMENT, CLAIM, OR CAUSE OF ACTION OF EXECUTIVE AGAINST THE COMPANY, WHETHER
PREDICATED ON THIS AGREEMENT OR OTHERWISE. THE COVENANTS CONTAINED IN THIS
AGREEMENT ARE NECESSARY TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE
COMPANY.
(B)
ENTIRE AGREEMENT.
THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT SUPERSEDES ALL PREVIOUS CONTRACTS AND
AGREEMENTS BETWEEN THE COMPANY AND EXECUTIVE RELATING TO THE SUBJECT MATTER
HEREOF AND THAT ANY SUCH PREVIOUS CONTRACTS OR AGREEMENTS, INCLUDING WITHOUT
LIMITATION, THE ORIGINAL EMPLOYMENT AGREEMENT, SHALL BECOME NULL AND VOID UPON
EXECUTION OF THIS AGREEMENT. THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND NO PARTY
HAS MADE OR IS RELYING ON ANY PROMISES BY ANY OTHER PARTY OF THEIR RESPECTIVE
REPRESENTATIVES NOT CONTAINED IN THIS AGREEMENT.
(C)
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT IS HELD TO BE ILLEGAL, INVALIDOR UNENFORCEABLE UNDER PRESENT OR FUTURE
LAWS, SUCH PROVISION SHALL BE FULLY SEVERABLE, THIS AGREEMENT SHALL BE CONSTRUED
AND ENFORCED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER
COMPRISED A PART OF THIS AGREEMENT, AND THE REMAINING PROVISIONS OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS
AGREEMENT. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE UNENFORCEABLE
BECAUSE OF THE DURATION OF SUCH PROVISION, THE AREA COVERED THEREBY OR THE SCOPE
OF THE ACTIVITY RESTRAINED, THE PARTIES HEREBY EXPRESSLY AGREE THAT THE COURT
MAKING SUCH DETERMINATION SHALL HAVE THE POWER TO REDUCE THE DURATION AND/OR
AREAS OF SUCH PROVISION AND/OR THE SCOPE OF THE ACTIVITY TO BE RESTRAINED
CONTAINED IN SUCH PROVISION AND, IN ITS REDUCED FORM, SUCH PROVISION SHALL THEN
BE ENFORCEABLE.
(D)
SUCCESSOR AND ASSIGNS.
(I)
THIS AGREEMENT IS PERSONAL IN NATURE AND
NEITHER THIS AGREEMENT NOR ANY RIGHTS OR OBLIGATIONS ARISING HEREUNDER MAY BE
ASSIGNED, TRANSFERRED OR PLEDGED BY EXECUTIVE. THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES.
(II)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE COMPANY AND THEIR SUCCESSORS. THE RIGHTS AND
OBLIGATIONS OF THE COMPANY PURSUANT TO THIS AGREEMENT ARE FREELY ASSIGNABLE AND
TRANSFERABLE BY COMPANY WITHOUT THE CONSENT OF EXECUTIVE
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WITHOUT HIS BEING RELIVED OF ANY OBLIGATIONS HEREUNDER, INCLUDING, WITHOUT
LIMITATION, AN ASSIGNMENT OR TRANSFER IN CONNECTION WITH A MERGER OR
CONSOLIDATION OF THE COMPANY, OR A SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF THE COMPANY; PROVIDED, THE PROVISIONS OF THIS AGREEMENT SHALL
BE