AGREEMENT SHALL BE
REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
(C)
COMPLETE AGREEMENT.
THIS AGREEMENT, THOSE DOCUMENTS EXPRESSLY REFERRED TO
HEREIN AND OTHER DOCUMENTS OF EVEN DATE HEREWITH EMBODY THE COMPLETE AGREEMENT
AND UNDERSTANDING AMONG THE PARTIES AND SUPERSEDE AND PREEMPT ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE COUNTERPARTS
(INCLUDING BY FACSIMILE OR ELECTRONIC TRANSMISSION), EACH OF WHICH IS DEEMED TO
BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE AND THE SAME
AGREEMENT.
(E)
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EACH
EXECUTIVE, THE COMPANY, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING
SUBSEQUENT HOLDERS OF EXECUTIVE STOCK); PROVIDED THAT THE RIGHTS AND OBLIGATIONS
OF EXECUTIVE UNDER THIS AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT IN CONNECTION
WITH A PERMITTED TRANSFER OF EXECUTIVE STOCK HEREUNDER.
(F)
CHOICE OF LAW.
THE CORPORATE LAW OF THE STATE OF DELAWARE SHALL GOVERN
ALL QUESTIONS CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS EXECUTIVES.
ALL OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS AGREEMENT AND THE
11
EXHIBITS HERETO SHALL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF
CONFLICTS, OF THE STATE OF ILLINOIS.
(G)
REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT (INCLUDING MDCP) SHALL BE
ENTITLED TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER
DAMAGES AND COSTS (INCLUDING REASONABLE ATTORNEY'S FEES) CAUSED BY ANY BREACH OF
ANY PROVISION OF THIS AGREEMENT AND TO EXERCISE ALL OTHER RIGHTS EXISTING IN ITS
FAVOR.
THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT MONEY DAMAGES WOULD NOT BE
AN ADEQUATE REMEDY FOR ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT
ANY PARTY MAY IN ITS SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF
COMPETENT JURISDICTION (WITHOUT POSTING ANY BOND OR DEPOSIT) FOR SPECIFIC
PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR PREVENT ANY
VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
(H)
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED AND
WAIVED WITH RESPECT TO ANY EXECUTIVE ONLY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY AND EITHER (I) SUCH EXECUTIVE OR (II) THE HOLDERS OF A MAJORITY OF THE
SHARES OF COMMON STOCK HELD BY ALL EXECUTIVES.
(I)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING ACTION
HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY IN THE
STATE IN WHICH THE COMPANY'S CHIEF EXECUTIVE OFFICE IS LOCATED, THE TIME PERIOD
SHALL BE AUTOMATICALLY EXTENDED TO THE BUSINESS DAY IMMEDIATELY FOLLOWING SUCH
SATURDAY, SUNDAY OR HOLIDAY.
(J)
RIGHTS OF THE COMPANY.
NOTHING IN THIS AGREEMENT SHALL INTERFERE WITH OR
LIMIT IN ANY WAY THE RIGHT OF THE COMPANY TO TERMINATE AN EXECUTIVE'S EMPLOYMENT