COMPANY SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL COMPENSATION AND
BENEFITS THAT MAY BECOME PAYABLE HEREUNDER TO OR ON BEHALF OF THE EXECUTIVE OR,
IF APPLICABLE, HIS SURVIVING SPOUSE, ESTATE OR BENEFICIARIES.
29.
SURVIVAL.
NOTWITHSTANDING THE NOMINAL TERMINATION OF THIS
AGREEMENT AND THE EXECUTIVE'S EMPLOYMENT HEREUNDER, THE PROVISIONS HEREOF WHICH
SPECIFY CONTINUING OBLIGATIONS, COMPENSATION AND BENEFITS, AND RIGHTS (INCLUDING
THE OTHERWISE APPLICABLE TERM HEREOF) SHALL REMAIN IN EFFECT UNTIL SUCH TIME AS
ALL SUCH OBLIGATIONS ARE DISCHARGED, ALL SUCH COMPENSATION AND BENEFITS ARE
RECEIVED, AND NO PARTY OR BENEFICIARY HAS ANY REMAINING ACTUAL OR CONTINGENT
RIGHTS HEREUNDER.
30.
SEVERABILITY.
IN THE EVENT ANY PROVISION IN THIS AGREEMENT SHALL
BE HELD ILLEGAL OR INVALID FOR ANY REASON, SUCH ILLEGAL OR INVALID PROVISION
SHALL NOT AFFECT THE REMAINING PROVISIONS HEREOF, AND THIS AGREEMENT SHALL BE
CONSTRUED, ADMINISTERED AND ENFORCED AS THOUGH SUCH ILLEGAL OR INVALID PROVISION
WERE NOT CONTAINED HEREIN.
31.
BINDING EFFECT AND BENEFIT.
THE PROVISIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE SUCCESSORS AND
ASSIGNS OF THE COMPANY AND THE EXECUTORS, PERSONAL REPRESENTATIVES, SURVIVING
SPOUSE, HEIRS, DEVISEES, AND LEGATEES OF THE EXECUTIVE.
32.
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND IT SUPERSEDES
ALL PRIOR DISCUSSIONS AND ORAL UNDERSTANDINGS OF THE PARTIES WITH RESPECT
THERETO.
33.
NO ASSIGNMENT.
THIS AGREEMENT, AND THE BENEFITS AND OBLIGATIONS
HEREUNDER, SHALL NOT BE ASSIGNABLE BY ANY PARTY HERETO EXCEPT BY OPERATION OF
LAW.
34.
NO ATTACHMENT.
EXCEPT AS OTHERWISE PROVIDED BY LAW, NO RIGHT TO
RECEIVE COMPENSATION OR BENEFITS UNDER THIS AGREEMENT SHALL BE SUBJECT TO
ANTICIPATION, COMMUTATION, ALIENATION, SALE, ASSIGNMENT, ENCUMBRANCE, CHARGE,
PLEDGE, OR HYPOTHECATION, OR TO SET OFF,
14
execution, attachment, levy, or similar process, and any attempt, voluntary or
involuntary, to effect any such action shall be null and void.
35.
CAPTIONS.
THE CAPTIONS OF THE SEVERAL PARAGRAPHS AND
SUBPARAGRAPHS OF THIS AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE
ONLY.
THEY CONSTITUTE NO PART OF THIS AGREEMENT AND ARE NOT TO BE CONSIDERED IN
THE CONSTRUCTION HEREOF.
36.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED ONE AND THE SAME INSTRUMENT WHICH
MAY BE SUFFICIENTLY EVIDENCED BY ANY ONE COUNTERPART.
37.
NUMBER.
WHEREVER ANY WORDS ARE USED HEREIN IN THE SINGULAR FORM,
THEY SHALL BE CONSTRUED AS THOUGH THEY WERE USED IN THE PLURAL FORM, AS THE
CONTEXT REQUIRES, AND VICE VERSA.
38.
APPLICABLE LAW.
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW,
THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED, ADMINISTERED, AND ENFORCED
IN ACCORDANCE WITH THE DOMESTIC INTERNAL LAW OF THE COMMONWEALTH OF
PENNSYLVANIA.
39.
PRIOR AGREEMENTS.
THE EXECUTION OF THIS AGREEMENT TERMINATES ANY
AND ALL PREVIOUS EMPLOYMENT AGREEMENTS AMONG THE COMPANY, ITS AFFILIATES AND MR.
MERCLEAN.
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it to be
executed, as of the date first above written.
David B. Merclean
BICUS SERVICE CORPORATION
By:
Attest:
MERCER