OF EMPLOYMENT SHALL BE DEEMED TO REFER TO THE DATE UPON WHICH
EXECUTIVE HAS EXPERIENCED A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF
SECTION 409A OF THE CODE.
EACH PAYMENT MADE UNDER THIS AGREEMENT SHALL BE
DESIGNATED AS A "SEPARATE PAYMENT" WITHIN THE MEANING OF SECTION 409A OF THE
CODE.
TO THE EXTENT ANY REIMBURSEMENTS OR IN-KIND BENEFITS DUE TO EXECUTIVE
UNDER THIS AGREEMENT CONSTITUTE "DEFERRED COMPENSATION" UNDER SECTION 409A OF
THE CODE, ANY SUCH REIMBURSEMENTS OR IN-KIND BENEFITS SHALL BE PAID TO EXECUTIVE
IN A MANNER CONSISTENT WITH TREAS. REG. SECTION 1.409A-3(I)(1)(IV).
6.
MISCELLANEOUS.
A.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
B.
ENTIRE AGREEMENT/AMENDMENTS.
THIS
AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER CONTAINED HEREIN, AND SUPERSEDES ALL PRIOR AGREEMENTS, PROMISES,
WARRANTIES, COVENANTS OR UNDERTAKINGS BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREIN.
THIS AGREEMENT MAY NOT BE ALTERED, MODIFIED, OR AMENDED
EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE PARTIES HERETO.
3
C.
NO WAIVER; SEVERABILITY.
THE FAILURE
OF A PARTY TO INSIST UPON STRICT ADHERENCE TO ANY TERM OF THIS AGREEMENT ON ANY
OCCASION SHALL NOT BE CONSIDERED A WAIVER OF SUCH PARTY'S RIGHTS OR DEPRIVE SUCH
PARTY OF THE RIGHT THEREAFTER TO INSIST UPON STRICT ADHERENCE TO THAT TERM OR
ANY OTHER TERM OF THIS AGREEMENT.
IN THE EVENT THAT ANY ONE OR MORE OF THE
PROVISIONS OF THIS AGREEMENT SHALL BE OR BECOME INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
D.
SUCCESSOR; BINDING AGREEMENT.
THE
COMPANY SHALL ASSIGN THIS AGREEMENT AND ITS OBLIGATIONS HEREUNDER TO ANY
SUCCESSOR THEREOF.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY EXECUTIVE AND EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES.
IF EXECUTIVE SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO
EXECUTIVE HEREUNDER HAD EXECUTIVE CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS
OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT TO EXECUTIVE'S DEVISEE, LEGATEE OR OTHER DESIGNEE OR, IF THERE IS NO
SUCH DESIGNEE, TO EXECUTIVE'S ESTATE.
E.
NOTICE.
FOR THE PURPOSE OF THIS
AGREEMENT, NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED
BY HAND OR OVERNIGHT COURIER OR THREE DAYS AFTER IT HAS BEEN MAILED BY UNITED
STATES REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO
THE RESPECTIVE ADDRESSES SET FORTH BELOW IN THIS AGREEMENT, OR TO SUCH OTHER
ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE
HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON
RECEIPT.
If to the Company:
Information Services Group Inc.
Two Stamford Plaza
281 Tresser Boulevard, Stamford, CT 06901
Attention: General Counsel
If to