PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
IF ANY PART OF ANY
COVENANT OR OTHER PROVISION IN THIS AGREEMENT IS DETERMINED BY A COURT OF LAW TO
BE OVERLY BROAD THEREBY MAKING THE COVENANT UNENFORCEABLE, THE PARTIES HERETO
AGREE, AND IT IS THEIR DESIRE, THAT THE COURT SHALL SUBSTITUTE A JUDICIALLY
ENFORCEABLE LIMITATION IN ITS PLACE, AND THAT AS SO MODIFIED THE COVENANT SHALL
BE BINDING UPON THE PARTIES AS IF ORIGINALLY SET FORTH HEREIN.
5.6
COMPLIANCE AND HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE
INTENDED TO BE FOR CONVENIENCE AND REFERENCE ONLY, AND SHALL NOT DEFINE OR LIMIT
THE SCOPE, EXTENT OR INTENT OR OTHERWISE AFFECT THE MEANING OF ANY PORTION
HEREOF.
5.7
GOVERNING LAW.
THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE
GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF ILLINOIS, AND THE PARTIES AGREE THAT ANY SUIT, ACTION OR
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PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE COURTS
IN CHICAGO, ILLINOIS OR IN THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS.
THE PARTIES HERETO HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF THOSE
COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING.
VENUE FOR ANY
SUCH ACTION, IN ADDITION TO ANY OTHER VENUE PERMITTED BY STATUTE, WILL BE IN
CHICAGO, ILLINOIS.
5.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL AND ALL OF WHICH TOGETHER
WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
5.9
NO PRESUMPTION AGAINST DRAFTER.
EACH OF THE PARTIES HERETO HAS
JOINTLY PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IN THE
EVENT AN AMBIGUITY OR A QUESTION OF INTENT OR INTERPRETATION ARISES, THIS
AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY BY EACH OF THE PARTIES HERETO
AND NO PRESUMPTIONS OR BURDENS OF PROOF SHALL ARISE FAVORING ANY PARTY BY VIRTUE
OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS AGREEMENT.
5.10
ENFORCEMENT.
IN THE EVENT EITHER OF THE PARTIES TO THIS AGREEMENT
SHALL BRING AN ACTION AGAINST THE OTHER PARTY WITH RESPECT TO THE ENFORCEMENT OR
BREACH OF ANY PROVISION OF THIS AGREEMENT, THE PREVAILING PARTY IN SUCH ACTION
SHALL RECOVER FROM THE NON-PREVAILING PARTY THE COSTS INCURRED BY THE PREVAILING
PARTY WITH RESPECT TO SUCH ACTION INCLUDING COURT COSTS AND REASONABLE
ATTORNEYS' FEES.
5.11
RECITALS.
THE RECITALS SET FORTH ABOVE ARE HEREBY INCORPORATED IN
AND MADE A PART OF THIS AGREEMENT BY THIS REFERENCE.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed and delivered as of the day and year first above written.
COMPANY:
EXECUTIVE:
INLAND COMMERCIAL PROPERTY MANAGEMENT,
INC., an Illinois corporation
KRISTI A. RANKIN
By:
Its:
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EXHIBIT A
(formula for determining Annual
Incentive Bonus)
1.
The Executive's Annual Incentive Bonus
Opportunity ("AIBO") shall be determined based on whether IREC