WHICH IT IS SO DECLARED ILLEGAL OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY,
AND EACH PORTION AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCEABLE
TO THE FULLEST EXTENT PERMITTED BY LAW.
16.
WAIVER. NO WAIVER OF ANY PROVISION HEREOF
SHALL BE EFFECTIVE UNLESS MADE IN WRITING AND SIGNED BY THE WAIVING PARTY. THE
FAILURE OF EITHER PARTY TO REQUIRE THE PERFORMANCE OF ANY TERM OR OBLIGATION OF
THIS AGREEMENT, OR THE WAIVER BY EITHER PARTY OF ANY BREACH OF THIS AGREEMENT,
SHALL NOT PREVENT ANY SUBSEQUENT ENFORCEMENT OF SUCH TERM OR OBLIGATION OR BE
DEEMED A WAIVER OF ANY SUBSEQUENT BREACH.
17.
NOTICES. ANY AND ALL NOTICES, REQUESTS,
DEMANDS AND OTHER COMMUNICATIONS PROVIDED FOR BY THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE EFFECTIVE WHEN DELIVERED IN PERSON, CONSIGNED TO A
REPUTABLE NATIONAL DELIVERY SERVICE OR DEPOSITED IN THE UNITED STATES MAIL,
POSTAGE PREPAID, REGISTERED OR CERTIFIED, AND
15
ADDRESSED TO THE EXECUTIVE AT HIS LAST KNOWN ADDRESS ON THE BOOKS OF THE COMPANY
OR, IN THE CASE OF THE COMPANY, AT ITS PRINCIPAL PLACE OF BUSINESS, ATTENTION OF
THE CHAIR OF THE BOARD, OR TO SUCH OTHER ADDRESS AS EITHER PARTY MAY SPECIFY BY
NOTICE TO THE OTHER ACTUALLY RECEIVED.
18.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE
SIGNING BONUS AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND
SUPERSEDE ALL PRIOR COMMUNICATIONS, AGREEMENTS AND UNDERSTANDINGS, WRITTEN OR
ORAL, WITH RESPECT TO THE TERMS AND CONDITIONS OF THE EXECUTIVE'S EMPLOYMENT.
19.
AMENDMENT. THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE EXECUTIVE AND BY AN
EXPRESSLY AUTHORIZED REPRESENTATIVE OF THE COMPANY.
20.
HEADINGS. THE HEADINGS AND CAPTIONS IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE OR DESCRIBE THE SCOPE OR
CONTENT OF ANY PROVISION OF THIS AGREEMENT.
21.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
22.
GOVERNING LAW. THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED UNDER AND BE GOVERNED IN ALL RESPECTS BY THE LAWS OF
DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
23.
CONSENT TO JURISDICTION. EACH OF THE PARTIES
AGREES THAT ALL ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR BASED UPON THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL BE BROUGHT AND MAINTAINED IN ANY
STATE OR FEDERAL COURT IN OR OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT
THE COMPANY ALSO MAY BRING ANY SUCH ACTION, SUIT OR PROCEEDING AGAINST THE
EXECUTIVE IN ANY OTHER JURISDICTION IN WHICH THE EXECUTIVE IS SUBJECT TO
PERSONAL JURISDICTION. EACH OF THE PARTIES HERETO BY EXECUTION HEREOF (I) HEREBY
IRREVOCABLY SUBMITS TO SUCH JURISDICTION FOR THE PURPOSE OF ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF AND (II) HEREBY WAIVES TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW,
AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE