THE PARTIES
AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO EXECUTIVE'S OBLIGATIONS
UNDER THIS AGREEMENT AND THE CONFIDENTIAL INFORMATION AGREEMENT.
18.
LEGAL AND DUE DILIGENCE EXPENSES.
THE COMPANY WILL REIMBURSE
EXECUTIVE UP TO $20,000 FOR REASONABLE AND ACTUAL LEGAL DUE DILIGENCE EXPENSES
INCURRED BY HIM IN CONNECTION WITH THE NEGOTIATION, PREPARATION AND EXECUTION OF
THIS AGREEMENT.
19.
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE CONFIDENTIAL
INFORMATION AGREEMENT AND THE STANDARD FORMS OF EQUITY AWARD GRANT THAT DESCRIBE
EXECUTIVE'S OUTSTANDING EQUITY AWARDS, REPRESENTS THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREIN AND SUPERSEDES
ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS WHETHER WRITTEN OR ORAL.
NO WAIVER,
ALTERATION, OR MODIFICATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT WILL BE
BINDING UNLESS IN A WRITING AND SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF THE
PARTIES HERETO.
IN ENTERING INTO THIS AGREEMENT, NO PARTY HAS RELIED ON OR MADE
ANY REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE, OR UNDERSTANDING THAT IS NOT
IN THIS AGREEMENT.
TO THE EXTENT THAT ANY PROVISIONS OF THIS AGREEMENT CONFLICT
WITH THOSE OF ANY OTHER AGREEMENT TO BE SIGNED UPON EXECUTIVE'S HIRE, THE TERMS
IN THIS AGREEMENT WILL PREVAIL.
20.
WAIVER OF BREACH.
THE WAIVER OF A BREACH OF ANY TERM OR PROVISION
OF THIS AGREEMENT, WHICH MUST BE IN WRITING, WILL NOT OPERATE AS OR BE CONSTRUED
TO BE A WAIVER OF ANY OTHER PREVIOUS OR SUBSEQUENT BREACH OF THIS AGREEMENT.
21.
SURVIVAL.
THE CONFIDENTIAL INFORMATION AGREEMENT AND THE
COMPANY'S AND EXECUTIVE'S RESPONSIBILITIES UNDER SECTIONS 8, 9, 10, 12 AND 17
WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
22.
HEADINGS.
ALL CAPTIONS AND SECTION HEADINGS USED IN THIS
AGREEMENT ARE FOR CONVENIENT REFERENCE ONLY AND DO NOT FORM A PART OF THIS
AGREEMENT.
23.
TAX WITHHOLDING.
ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT
WILL BE SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
24.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
STATE OF CONNECTICUT WITHOUT REGARD FOR CHOICE OF LAW PROVISIONS OF ANY STATE OR
OTHER JURISDICTION.
25.
ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE
OPPORTUNITY TO DISCUSS THIS MATTER WITH AND OBTAIN ADVICE FROM HIS PRIVATE
ATTORNEY, HAS HAD SUFFICIENT TIME TO, AND HAS CAREFULLY READ AND FULLY
UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT, AND IS KNOWINGLY AND
VOLUNTARILY ENTERING INTO THIS AGREEMENT.
13
26.
CODE SECTION 409A.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, IF THE COMPANY REASONABLY DETERMINES THAT SECTION 409A OF THE
CODE WILL RESULT IN THE IMPOSITION OF INTEREST AND ADDITIONAL TAX, EXECUTIVE
SHALL NOT BE PAID ANY COMPENSATION OR BENEFITS HEREUNDER (WHETHER PAYABLE
PURSUANT TO SECTION 8 OR 10 OR OTHERWISE) UPON A SEPARATION FROM SERVICE (WITHIN
THE MEANING OF SECTION 409A(A)(2)(A)(I) OF THE CODE AND THE REGULATIONS
PROMULGATED THEREUNDER) UNTIL THE DATE WHICH IS 6 MONTHS AFTER THE DATE OF SUCH
SEPARATION FROM SERVICE (OR, IF EARLIER, THE DATE OF DEATH OF THE EXECUTIVE).
SUCH SEVERANCE OR OTHER BENEFITS OTHERWISE DUE TO EXECUTIVE ON OR WITHIN THE SIX
(6) MONTH PERIOD FOLLOWING EXECUTIVE'S