THE BOARD IN GOOD FAITH, BUT NO SUCH CHANGE IN
FISCAL YEAR SHALL MATERIALLY INCREASE OR DECREASE THE BENEFITS AND BURDENS OF
THE PARTIES HEREUNDER.
(C)
INCORPORATION OF RECITALS AND EXHIBITS. THE BACKGROUND RECITALS TO
THIS AGREEMENT AND THE EXHIBITS HERETO ARE AN INTEGRAL PART OF AND BY THIS
REFERENCE ARE HEREBY INCORPORATED INTO THIS AGREEMENT.
(D)
NOTICES. ANY NOTICE REQUIRED OR PERMITTED HEREUNDER (INCLUDING ANY
TERMINATION NOTICE) SHALL BE IN WRITING AND SHALL BE DELIVERED IN PERSON
(INCLUDING DELIVERY BY COMMERCIAL COURIER SERVICE) OR SENT BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE FOLLOWING ADDRESS:
If to the Company:
Attn: Chief Financial Officer and
Attn: Chairman, Compensation Committee
of the Board of Directors
in each case at the address of the Company's
principal office in the State of Maryland
If to Executive:
To the address of Executive's
principal residence in the State of Maryland
or to such other address of which either party has theretofore given notice in
accordance with this subsection.
(E)
NONWAIVER. THE FAILURE OF EITHER PARTY TO INSIST UPON STRICT
ADHERENCE TO ANY TERM OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED
A WAIVER OR DEPRIVE THAT PARTY OF THE RIGHT THEREAFTER TO INSIST UPON STRICT
ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT. ANY WAIVER MUST BE
IN A WRITING SIGNED BY THE PARTY TO BE CHARGED THEREWITH.
(F)
ASSIGNMENT. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, REPRESENTATIVES,
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY EITHER PARTY
WITHOUT THE CONSENT OF THE OTHER. IF EXECUTIVE SHOULD DIE WHILE ANY AMOUNTS ARE
STILL PAYABLE TO EXECUTIVE HEREUNDER, ALL SUCH AMOUNTS SHALL BE PAID IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO EXECUTIVE'S PERSONAL
REPRESENTATIVE OR OTHER SUCCESSOR IN INTEREST.
(G)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE THE SAME INSTRUMENT.
(H)
CERTAIN RULES OF CONSTRUCTION.
(1)
NUMBER. THE DEFINITIONS CONTAINED IN SECTION 1 AND ELSEWHERE IN
THIS AGREEMENT SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL
FORMS.
(2)
"INCLUDING"; "OR." THE WORD "INCLUDING" MEANS AND SHALL BE READ AS
"INCLUDING BUT NOT LIMITED TO" AND THE WORD "OR" MEANS "OR" IN THE NONEXCLUSIVE
SENSE, I.E., EITHER "AND" OR "OR."
(3)
SECTION, ETC. REFERENCES. EXCEPT AS OTHERWISE SPECIFIED HEREIN,
REFERENCES HEREIN TO SECTIONS, SUBSECTIONS, AND PARAGRAPHS ARE REFERENCES TO THE
SECTIONS, SUBSECTIONS, AND PARAGRAPHS OF THIS AGREEMENT.
(4)
HEADINGS. THE HEADINGS AND SUBHEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE GIVEN ANY EFFECT IN THE
INTERPRETATION OF THIS AGREEMENT.
(I)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REGARD TO ANY PROVISION THAT WOULD RESULT IN THE
APPLICATION OF THE LAWS OF ANY OTHER STATE OR JURISDICTION.
(J)
SEVERABILITY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS AGREEMENT SHALL