ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION NEVER COMPRISED A PART HEREOF; AND THE REMAINING
PROVISIONS HEREOF WILL REMAIN IN FULL FORCE AND EFFECT AND WILL NOT BE AFFECTED
BY THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY ITS SEVERANCE HEREFROM.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
will be added automatically as part of this Agreement a provision as similar in
its terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.
(E)
WAIVERS.
NO DELAY OR OMISSION BY EITHER PARTY HERETO IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER WILL IMPAIR SUCH RIGHT, POWER OR PRIVILEGE,
NOR WILL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR PRIVILEGE
PRECLUDE ANY FURTHER EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
(F)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS,
EACH OF WHICH WILL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER WILL
CONSTITUTE ONE AND THE SAME INSTRUMENT
(G)
CAPTIONS.
THE CAPTIONS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE
ONLY AND WILL NOT LIMIT OR OTHERWISE AFFECT ANY OF THE TERMS OR PROVISIONS
HEREOF.
14
(H)
REFERENCE TO AGREEMENT.
USE OF THE WORDS "HEREIN", "HEREOF", AND "HERETO"
AND THE LIKE IN THIS AGREEMENT REFER TO THIS AGREEMENT ONLY AS A WHOLE AND NOT
TO ANY PARTICULAR SECTION, SUBSECTION OR PROVISION OF THIS AGREEMENT, UNLESS
OTHERWISE NOTED.
ANY REFERENCE TO A "SECTION" OR "SUBSECTION" SHALL REFER TO A
SECTION OR SUBSECTION OF THIS AGREEMENT, UNLESS OTHERWISE NOTED.
(I)
SUCCESSORS AND BINDING AGREEMENT.
COMPANY SHALL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF COMPANY,
BY AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO EMPLOYEE, EXPRESSLY TO ASSUME
AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT
COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF COMPANY AND ANY
SUCCESSOR TO COMPANY, INCLUDING WITHOUT LIMITATION ANY PERSONS ACQUIRING
DIRECTLY OR INDIRECTLY ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF
COMPANY WHETHER BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION, OR OTHERWISE
(AND SUCH SUCCESSOR SHALL THEREAFTER BE DEEMED THE "COMPANY" FOR THE PURPOSES OF
THIS AGREEMENT), BUT SHALL NOT OTHERWISE BE ASSIGNABLE, TRANSFERABLE OR
DELEGABLE BY COMPANY.
WITHOUT LIMITING THE FOREGOING, THE SURVIVING OR
TRANSFEREE CORPORATION OR OTHER PERSON IN ANY SUCH TRANSACTION (WHETHER BY
MERGER, CONSOLIDATION, REORGANIZATION, TRANSFER OF BUSINESS OR ASSETS, OR
OTHERWISE) SHALL BE SUBJECT TO THE PROVISIONS OF SECTION 7 HEREOF AND SHALL BE
DEEMED TO BE COMPANY FOR PURPOSES OF SUCH PROVISIONS, REGARDLESS OF WHETHER SUCH
TRANSACTION ITSELF CONSTITUTED A CHANGE OF CONTROL OF COMPANY.
(J)
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
THIS AGREEMENT CONTAINS THE
ENTIRE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THEM, RELATING TO THE SUBJECT MATTER HEREOF INCLUDING THE
PRIOR AGREEMENT.
THIS AGREEMENT MAY NOT BE