TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE.
THE PARTIES
CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF COMMON PLEAS LOCATED IN
BUCKS COUNTY, PENNSYLVANIA IN ALL ACTIONS ARISING OUT OF THIS AGREEMENT.
10.2.
ENTIRE AGREEMENT.
THIS AGREEMENT (TOGETHER WITH THE EXHIBIT
ATTACHED HERETO, WHICH HEREBY IS INCORPORATED BY REFERENCE) CONTAINS THE ENTIRE
AGREEMENT OF THE PARTIES HERETO RELATING TO THE EMPLOYMENT OF EXECUTIVE BY
COMPANY AND THE OTHER MATTERS DISCUSSED HEREIN AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS WITH RESPECT TO SUCH SUBJECT MATTER, AND THE
PARTIES HERETO HAVE MADE NO AGREEMENTS, REPRESENTATIONS OR WARRANTIES RELATING
TO THE SUBJECT MATTER OF THIS AGREEMENT WHICH ARE NOT SET FORTH HEREIN.
10.3.
WITHHOLDING TAXES.
COMPANY MAY WITHHOLD FROM ANY COMPENSATION OR
OTHER BENEFITS PAYABLE UNDER THIS AGREEMENT ALL FEDERAL, STATE, CITY OR OTHER
TAXES AS SHALL BE REQUIRED PURSUANT TO ANY LAW OR GOVERNMENTAL REGULATION OR
RULING.
10.4.
SUPPLEMENTS AND AMENDMENTS.
THIS AGREEMENT MAY BE SUPPLEMENTED OR
AMENDED ONLY UPON THE WRITTEN CONSENT OF EACH OF THE PARTIES HERETO.
10.5.
ASSIGNMENT.
EXCEPT AS EXPRESSLY PROVIDED BELOW, THIS AGREEMENT
SHALL NOT BE ASSIGNABLE, IN WHOLE OR IN PART, BY EITHER PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY.
COMPANY MAY, WITHOUT THE PRIOR WRITTEN
CONSENT OF EXECUTIVE, ASSIGN ITS RIGHTS AND
11
OBLIGATIONS UNDER THIS AGREEMENT TO ANY OTHER CORPORATION, FIRM OR OTHER
BUSINESS ENTITY WITH OR INTO WHICH COMPANY MAY MERGE OR CONSOLIDATE, OR TO WHICH
COMPANY MAY SELL OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, OR OF WHICH
50% OR MORE OF THE EQUITY INVESTMENT AND OF THE VOTING CONTROL IS OWNED,
DIRECTLY OR INDIRECTLY, BY, OR IS UNDER COMMON OWNERSHIP WITH, COMPANY.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
10.6.
NO WAIVER.
NO TERM OR CONDITION OF THIS AGREEMENT SHALL BE DEEMED
TO HAVE BEEN WAIVED, NOR SHALL THERE BE ANY ESTOPPEL TO ENFORCE ANY PROVISIONS
OF THIS AGREEMENT, EXCEPT BY A STATEMENT IN WRITING SIGNED BY THE PARTY AGAINST
WHOM ENFORCEMENT OF THE WAIVER OR ESTOPPEL IS SOUGHT.
ANY WRITTEN WAIVER SHALL
NOT BE DEEMED A CONTINUING WAIVER UNLESS SPECIFICALLY STATED, SHALL OPERATE ONLY
AS TO THE SPECIFIC TERM OR CONDITION WAIVED AND SHALL NOT CONSTITUTE A WAIVER OF
SUCH TERM OR CONDITION FOR THE FUTURE OR AS TO ANY ACT OTHER THAN THAT
SPECIFICALLY WAIVED.
10.7.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE SEVERABLE, AND
IF ANY ONE OR MORE PROVISIONS MAY BE DETERMINED TO BE JUDICIALLY UNENFORCEABLE
AND/OR INVALID BY A COURT OF COMPETENT JURISDICTION, IN WHOLE OR IN PART, THE
REMAINING PROVISIONS SHALL NEVERTHELESS BE BINDING, ENFORCEABLE AND IN FULL
FORCE AND EFFECT.
10.8.
TITLES AND HEADINGS.
THE TITLES AND HEADINGS OF
THE VARIOUS
SECTIONS OF THIS AGREEMENT ARE INTENDED SOLELY FOR CONVENIENCE OF REFERENCE AND
NOT INTENDED FOR ANY PURPOSE WHATSOEVER TO EXPLAIN, MODIFY OR PLACE ANY
CONSTRUCTION UPON ANY OF THE PROVISIONS HEREOF.
10.9.
REMEDIES.
EXECUTIVE RECOGNIZES THAT MONEY DAMAGES