TERMINATED IN ACCORDANCE WITH
ITS TERMS, OR (III) YOUR EMPLOYMENT WITH RAMIUS HAS TERMINATED PRIOR TO THE
EFFECTIVE DATE, THIS AGREEMENT SHALL BE NULL AND VOID AB INITIO AND OF NO
FURTHER FORCE AND EFFECT.
THE PROVISIONS OF THIS AGREEMENT MAY NOT BE CHANGED
OR ALTERED EXCEPT IN WRITING SIGNED BY YOU AND A DULY AUTHORIZED AGENT OF THE
COMPANY.
14.
CHOICE OF LAW.
THE INTERPRETATION AND APPLICATION OF THE TERMS
HEREIN, AND YOUR EMPLOYMENT RELATIONSHIP AT THE COMPANY, SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.
7
15.
NO WAIVER.
ANY FAILURE BY EITHER PARTY TO EXERCISE ITS RIGHTS TO
TERMINATE THIS OFFER OR TO ENFORCE ANY OF ITS PROVISIONS SHALL NOT PREJUDICE
SUCH PARTY'S RIGHTS OF TERMINATION OR ENFORCEMENT FOR ANY SUBSEQUENT OR FURTHER
VIOLATIONS, BREACHES OR DEFAULTS BY THE OTHER PARTY.
A WAIVER OF ANY PROVISION
OF THIS AGREEMENT SHALL NOT BE VALID OR EFFECTIVE UNLESS MEMORIALIZED IN WRITING
AND SIGNED BY BOTH PARTIES TO THIS AGREEMENT.
16.
ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT WILL BE TRANSFERABLE, AND ALL OF ITS COVENANTS AND AGREEMENTS WILL BE
BINDING UPON AND BE ENFORCEABLE BY ITS SUCCESSORS AND ASSIGNS.
YOU MAY NOT
ASSIGN YOUR RIGHTS UNDER THIS AGREEMENT AND THE TERMS AND CONDITIONS STATED
HEREIN.
17.
TAX COMPLIANCE.
THE COMPANY OR ANY OF ITS APPLICABLE AFFILIATES
SHALL WITHHOLD FROM ANY AMOUNTS PAYABLE OR PROVIDED UNDER THIS AGREEMENT SUCH
FEDERAL, STATE OR LOCAL TAXES AS SHALL BE REQUIRED TO BE WITHHELD UNDER ANY
APPLICABLE LAW OR REGULATION AND OTHER REQUIRED OR APPLICABLE DEDUCTIONS.
IF
AND TO THE EXTENT ANY PORTION OF ANY PAYMENT, COMPENSATION OR OTHER BENEFIT
PROVIDED TO YOU IN CONNECTION WITH YOUR SEPARATION FROM SERVICE (AS DEFINED IN
SECTION 409A) IS DETERMINED TO CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION"
WITHIN THE MEANING OF SECTION 409A AND YOU ARE A SPECIFIED EMPLOYEE AS DEFINED
IN SECTION 409A(A)(2)(B)(I), AS DETERMINED BY THE COMPANY OR ANY OF ITS
APPLICABLE AFFILIATES IN ACCORDANCE WITH ITS PROCEDURES, BY WHICH DETERMINATION
YOU HEREBY AGREE THAT YOU ARE BOUND, SUCH PORTION OF THE PAYMENT, COMPENSATION
OR OTHER BENEFIT SHALL NOT BE PAID BEFORE THE DAY THAT IS SIX MONTHS PLUS ONE
DAY AFTER THE DATE OF SEPARATION FROM SERVICE (AS DETERMINED UNDER SECTION 409A
(THE "NEW PAYMENT DATE"), EXCEPT AS SECTION 409A MAY THEN PERMIT.
THE AGGREGATE
OF ANY PAYMENTS THAT OTHERWISE WOULD HAVE BEEN PAID TO YOU DURING THE PERIOD
BETWEEN THE DATE OF SEPARATION FROM SERVICE AND THE NEW PAYMENT DATE SHALL BE
PAID TO YOU IN A LUMP SUM ON SUCH NEW PAYMENT DATE, AND ANY REMAINING PAYMENTS
WILL BE PAID ON THEIR ORIGINAL SCHEDULE.
IF YOU DIE DURING THE POSTPONEMENT
PERIOD, THE AMOUNTS AND ENTITLEMENTS DELAYED ON ACCOUNT OF SECTION 409A OF THE
CODE SHALL BE PAID TO THE PERSONAL REPRESENTATIVE OF YOUR ESTATE ON THE FIRST TO
OCCUR OF THE NEW PAYMENT DATE AND THIRTY (30) DAYS AFTER THE DATE OF YOUR
DEATH.
FOR PURPOSES