OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS HERETO WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER
OF THE STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
FURTHERMORE, EXECUTIVE AND COMPANY AGREE AND CONSENT TO SUBMIT TO PERSONAL
JURISDICTION IN THE STATE OF ILLINOIS IN ANY STATE OR FEDERAL COURT OF COMPETENT
SUBJECT MATTER JURISDICTION SITUATED IN COOK COUNTY, ILLINOIS.
EXECUTIVE AND
COMPANY AGREE THAT THE SOLE AND EXCLUSIVE VENUE FOR ANY SUIT ARISING OUT OF, OR
SEEKING TO ENFORCE, THE TERMS OF THIS AGREEMENT SHALL BE IN A STATE OR FEDERAL
COURT OF COMPETENT SUBJECT MATTER JURISDICTION SITUATED IN COOK COUNTY,
ILLINOIS.
(G)
REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT (INCLUDING THE
INVESTOR) WILL BE ENTITLED TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT
SPECIFICALLY, TO RECOVER DAMAGES AND COSTS (INCLUDING 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 MAY 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 ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY AND
EXECUTIVE.
NO CAUSE OF CONDUCT OR FAILURE OR DELAY IN ENFORCING THE PROVISIONS
OF THIS AGREEMENT SHALL AFFECT THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF
THIS AGREEMENT.
(I)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR 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)
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
EXECUTIVE.
THE COMPANY AND ANY SUBSIDIARY SHALL BE ENTITLED TO DEDUCT OR
WITHHOLD FROM ANY AMOUNTS OWING
10
FROM THE COMPANY OR ANY SUBSIDIARY TO THE EXECUTIVE ANY FEDERAL, STATE, LOCAL OR
FOREIGN WITHHOLDING TAXES, EXCISE TAXES, OR EMPLOYMENT TAXES ("TAXES") IMPOSED
WITH RESPECT TO THE EXECUTIVE'S COMPENSATION OR OTHER PAYMENTS FROM THE COMPANY
OR ANY SUBSIDIARY OR THE EXECUTIVE'S OWNERSHIP INTEREST IN THE COMPANY,
INCLUDING, BUT NOT LIMITED TO, WAGES, BONUSES, DIVIDENDS, THE RECEIPT OR
EXERCISE OF STOCK OPTIONS AND/OR THE RECEIPT OR VESTING OF RESTRICTED STOCK.
THE EXECUTIVE SHALL INDEMNIFY THE COMPANY AND ANY SUBSIDIARY FOR ANY AMOUNTS
PAID WITH RESPECT TO ANY SUCH TAXES, TOGETHER WITH ANY INTEREST, PENALTIES