AND ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
16.
SUCCESSORS AND ASSIGNS. THE COMPANY WILL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE
COMPANY, BY AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO EXECUTIVE, EXPRESSLY
TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION HAD TAKEN
PLACE. THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
COMPANY AND ANY SUCCESSOR TO THE COMPANY, INCLUDING WITHOUT LIMITATION ANY
PERSONS ACQUIRING DIRECTLY OR INDIRECTLY ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS OR ASSETS OF THE COMPANY WHETHER BY PURCHASE, MERGER, CONSOLIDATION,
REORGANIZATION OR OTHERWISE (AND SUCH SUCCESSOR SHALL THEREAFTER BE DEEMED THE
"COMPANY" FOR THE PURPOSES OF THIS AGREEMENT), BUT WILL NOT OTHERWISE BE
ASSIGNABLE, TRANSFERABLE OR DELEGABLE BY THE COMPANY. THIS AGREEMENT WILL INURE
TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES AND
LEGATEES, BUT OTHERWISE WILL NOT OTHERWISE BE ASSIGNABLE, TRANSFERABLE OR
DELEGABLE BY EXECUTIVE. THIS AGREEMENT IS PERSONAL IN NATURE AND NEITHER OF THE
PARTIES HERETO SHALL, WITHOUT THE CONSENT OF THE OTHER, ASSIGN, TRANSFER OR
DELEGATE THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH 16.
17.
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 YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
18.
AMENDMENT AND WAIVER. THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY (AS
APPROVED BY THE BOARD) 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 OR, EXCEPT AS
OTHERWISE STATED HEREIN, EXECUTIVE'S RIGHT TO TERMINATE THE EMPLOYMENT AGREEMENT
FOR GOOD REASON) 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.
19.
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