WILL BE DEEMED TO HAVE BEEN DULY
GIVEN WHEN PERSONALLY DELIVERED OR WHEN MAILED BY UNITED STATES REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO THE ADDRESS OF EITHER PARTY ON THE
FIRST PAGE OF THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH ONE PARTY NOTIFIES
THE OTHER.
(G)
DISPUTES. THE PARTIES AGREE THAT ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT
WILL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION IN MINNEAPOLIS, MINNESOTA IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT. THE ARBITER'S DECISION WILL BE BINDING ON BOTH PARTIES. THE SUCCESSOR
WILL PAY ALL FEES AND COSTS OF THE ARBITRATION INCLUDING LEGAL FEES OF THE
EXECUTIVE.
(H)
RELATED AGREEMENTS AND OTHER ARRANGEMENTS.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF OTHER THAN THE OPTIONS OUTSTANDING UNDER THE STOCK
OPTION PLAN, AND NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SUBJECT MATTER TO THIS AGREEMENT HAVE BEEN MADE BY
ANY PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. IF THERE ARE ANY
OTHER AGREEMENTS OR PROVISIONS IN OTHER AGREEMENTS TO THE CONTRARY, THIS
AGREEMENT SHALL APPLY AND TAKE PRECEDENCE.
(I)
NO EMPLOYMENT OR SERVICE CONTRACT.
NOTHING IN THIS AGREEMENT IS INTENDED TO PROVIDE THE EXECUTIVE WITH ANY RIGHT TO
CONTINUE IN THE EMPLOY OF FARGO OR THE SUCCESSOR FOR ANY PERIOD OF SPECIFIC
DURATION OR INTERFERE WITH OR OTHERWISE RESTRICT IN ANY WAY THE EXECUTIVE'S
RIGHTS OR THE RIGHTS OF FARGO OR THE SUCCESSOR.
8
(J)
PAYMENT; ASSIGNMENT. BENEFITS PAYABLE
UNDER THIS AGREEMENT WILL BE PAID ONLY FROM THE GENERAL ASSETS OF THE SUCCESSOR
AND THE EXECUTIVE WILL BE A GENERAL UNSECURED CREDITOR.
(K)
LATE PAYMENTS. BENEFITS NOT PAID UNDER THIS
AGREEMENT WHEN DUE WILL ACCRUE INTEREST AT THE RATE OF 18% PER YEAR, OR THE
MAXIMUM RATE PERMITTED UNDER APPLICABLE LAW.
(L)
SURVIVAL. THE RESPECTIVE OBLIGATIONS AND
BENEFITS OF THIS AGREEMENT SHALL SURVIVE TERMINATION UNTIL THE OBLIGATIONS ARE
SATISFIED.
(M)
AMENDMENTS; WAIVERS. NO PROVISION OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH MODIFICATION, WAIVER
OR DISCHARGE IS AGREED TO IN WRITING SIGNED BY THE EXECUTIVE AND THE CHIEF
EXECUTIVE OFFICER OF FARGO. NO WAIVER OF ANY BREACH OF THIS AGREEMENT, OR OF
COMPLIANCE WITH ANY CONDITION OR PROVISION OF THIS AGREEMENT WILL BE DEEMED A
WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT ANY TIME.
(N)
GOVERNING LAW. THIS AGREEMENT AND THE LEGAL
RELATIONS AMONG THE PARTIES AS TO ALL MATTERS SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF MINNESOTA (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF ANY
JURISDICTION).
(O)
FURTHER ASSURANCES. THE PARTIES TO THIS
AGREEMENT AGREE TO PERFORM, OR CAUSE TO BE PERFORMED, SUCH FURTHER ACTS AND
DEEDS, AND TO EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH
ADDITIONAL OR SUPPLEMENTAL DOCUMENTS OR INSTRUMENTS AS MAY BE REASONABLY
REQUIRED BY THE