HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
18.
CHOICE OF LAW.
ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE
EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW HAMPSHIRE, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF
NEW HAMPSHIRE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW HAMPSHIRE.
IN FURTHERANCE
OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW HAMPSHIRE SHALL CONTROL
THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT (AND ALL SCHEDULES AND
EXHIBITS HERETO), EVEN THOUGH UNDER THAT JURISDICTION'S CHOICE OF LAW OR
CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD
ORDINARILY APPLY.
19.
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY AND
EXECUTIVE, AND NO COURSE OF CONDUCT OR COURSE OF DEALING OR FAILURE OR DELAY BY
ANY PARTY HERETO IN ENFORCING OR EXERCISING ANY OF THE PROVISIONS OF THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S RIGHT TO TERMINATE THE
EMPLOYMENT PERIOD FOR CAUSE) SHALL AFFECT THE VALIDITY, BINDING EFFECT OR
ENFORCEABILITY OF THIS AGREEMENT OR BE DEEMED TO BE AN IMPLIED WAIVER OF ANY
PROVISION OF THIS AGREEMENT.
20.
INSURANCE.
THE COMPANY MAY, AT ITS DISCRETION, APPLY FOR AND
PROCURE IN ITS OWN NAME AND FOR ITS OWN BENEFIT LIFE AND/OR DISABILITY INSURANCE
ON EXECUTIVE IN ANY AMOUNT OR AMOUNTS CONSIDERED ADVISABLE.
EXECUTIVE AGREES TO
COOPERATE IN ANY MEDICAL OR OTHER EXAMINATION, SUPPLY ANY INFORMATION AND
EXECUTE AND DELIVER ANY APPLICATIONS OR OTHER INSTRUMENTS IN WRITING AS MAY BE
REASONABLY NECESSARY TO OBTAIN AND CONSTITUTE SUCH INSURANCE.
EXECUTIVE HEREBY
REPRESENTS THAT HE HAS NO REASON TO BELIEVE THAT HIS LIFE IS NOT INSURABLE AT
RATES NOW PREVAILING FOR HEALTHY MEN OF HIS AGE.
21.
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
EXECUTIVE.
THE COMPANY AND ITS SUBSIDIARIES SHALL BE ENTITLED TO DEDUCT OR
WITHHOLD FROM ANY AMOUNTS
10
OWING FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES TO EXECUTIVE ANY FEDERAL,
STATE, LOCAL OR FOREIGN WITHHOLDING TAXES, EXCISE TAX OR EMPLOYMENT TAXES
("TAXES") IMPOSED WITH RESPECT TO EXECUTIVE'S COMPENSATION OR OTHER PAYMENTS
FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES OR EXECUTIVE'S OWNERSHIP INTEREST IN
THE COMPANY (INCLUDING, WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE
RECEIPT OR EXERCISE OF EQUITY OPTIONS AND/OR THE RECEIPT OR VESTING OF
RESTRICTED EQUITY).
22.
ARBITRATION.
THE COMPANY AND EXECUTIVE MUTUALLY AGREE THAT ANY
CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH
THEREOF, OR OTHERWISE ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT,
COMPENSATION AND BENEFITS WITH THE COMPANY OR THE TERMINATION THEREOF, INCLUDING
ANY CLAIM FOR DISCRIMINATION UNDER ANY LOCAL, STATE OR FEDERAL EMPLOYMENT
DISCRIMINATION LAW SHALL BE SETTLED BY ARBITRATION UNDER THE AMERICAN
ARBITRATION ASSOCIATION ("AAA") EMPLOYMENT