OTHER RIGHTS OR
REMEDIES WHICH THE COMPANY MAY HAVE FOR DAMAGES OR OTHERWISE.
(B)
IN THE EVENT OF ANY DISPUTE
OVER THE INTERPRETATION OR APPLICATION OF THIS AGREEMENT, THE COMPANY SHALL
REIMBURSE YOU FOR YOUR REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN
CONNECTION WITH THAT DISPUTE UNLESS THE COMPANY IS DETERMINED, BY FINAL JUDGMENT
OF A COURT OF COMPETENT JURISDICTION, TO BE THE PREVAILING PARTY ON ALL OR
SUBSTANTIALLY ALL OF THE ISSUES IN DISPUTE, WHICH REIMBURSEMENT SHALL BE MADE
PROMPTLY (AND WITHIN THIRTY (30) DAYS) FOLLOWING FINAL JUDGMENT.
11.
CONSTRUCTION AND SEVERABILITY.
THE PARTIES HERETO AGREE THAT
THE PROVISIONS OF THIS AGREEMENT SHALL BE PRESUMED TO BE ENFORCEABLE, AND ANY
READING CAUSING UNENFORCEABILITY SHALL YIELD TO A CONSTRUCTION PERMITTING
ENFORCEMENT.
IN THE EVENT A COURT SHOULD DETERMINE NOT TO ENFORCE A PROVISION
OF THIS AGREEMENT DUE TO OVERBREADTH, VIOLATION OF PUBLIC POLICY, OR SIMILAR
REASONS, THE PARTIES SPECIFICALLY AUTHORIZE SUCH REVIEWING COURT TO ENFORCE SAID
COVENANT TO THE MAXIMUM EXTENT REASONABLE, WHETHER SAID REVISIONS BE IN TIME,
TERRITORY, SCOPE OF PROHIBITED ACTIVITIES, OR OTHER RESPECTS.
IF ANY SINGLE
COVENANT, PROVISION, WORD, CLAUSE OR PHRASE IN THIS AGREEMENT SHALL BE FOUND
UNENFORCEABLE, IT SHALL BE SEVERED AND THE REMAINING COVENANTS AND PROVISIONS
ENFORCED IN ACCORDANCE WITH THE TENOR OF THE AGREEMENT.
12.
ASSIGNMENT.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE HEREUNDER MAY NOT BE ASSIGNED BY EITHER PARTY HERETO WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY HERETO.
13.
NOTICES.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN,
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN TO YOU PURSUANT TO THIS AGREEMENT
SHALL BE GIVEN IN WRITING, AND PERSONALLY DELIVERED OR MAILED TO YOU BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SET FORTH BELOW YOUR
SIGNATURE ON THIS AGREEMENT OR AT SUCH OTHER ADDRESS AS YOU SHALL DESIGNATE BY
WRITTEN NOTICE TO THE COMPANY GIVEN IN ACCORDANCE WITH THIS SECTION 13, AND ANY
NOTICE REQUIRED OR PERMITTED TO BE GIVEN TO THE COMPANY, THE CHAIRMAN OF THE
BOARD OF DIRECTORS OR THE CHAIRMAN OF THE LEADERSHIP AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS SHALL BE GIVEN IN WRITING, AND PERSONALLY DELIVERED OR
MAILED TO THAT RECIPIENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO THE APPROPRIATE RECIPIENT AT THE ADDRESS SET FORTH UNDER THE SIGNATURE OF THE
EXECUTIVE VICE PRESIDENT OF THE COMPANY OR HIS DESIGNEE ON THIS AGREEMENT OR AT
SUCH OTHER ADDRESS AS THE COMPANY SHALL DESIGNATE BY WRITTEN NOTICE TO YOU GIVEN
IN ACCORDANCE WITH THIS SECTION 13.
ANY NOTICE COMPLYING WITH THIS SECTION 13
SHALL BE DEEMED RECEIVED UPON ACTUAL RECEIPT BY THE ADDRESSEE.
12
14.
WAIVER.
THE WAIVER BY EITHER PARTY HERETO OF ANY BREACH OF
THIS AGREEMENT BY THE OTHER PARTY HERETO SHALL NOT BE EFFECTIVE UNLESS IN
WRITING, AND NO SUCH WAIVER SHALL OPERATE OR BE CONSTRUED AS THE WAIVER OF THE
SAME OR ANOTHER BREACH ON A SUBSEQUENT OCCASION.
15.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED