NOT OPERATE TO AFFECT SUCH OF THE
PROVISIONS HEREOF AS ARE EXPRESSED OR INTENDED TO REMAIN IN FULL FORCE AND
EFFECT NOTWITHSTANDING SUCH TERMINATION.
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14.
Miscellaneous.
(A)
WAIVER; AMENDMENT.
THE FAILURE OF A PARTY TO ENFORCE ANY TERM,
PROVISION, OR CONDITION OF THIS AGREEMENT AT ANY TIME OR TIMES SHALL NOT BE
DEEMED A WAIVER OF THAT TERM, PROVISION, OR CONDITION FOR THE FUTURE, NOR SHALL
ANY SPECIFIC WAIVER OF A TERM, PROVISION, OR CONDITION AT ONE TIME BE DEEMED A
WAIVER OF SUCH TERM, PROVISION, OR CONDITION FOR ANY FUTURE TIME OR TIMES.
THIS
AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A WRITING SIGNED BY BOTH PARTIES
HERETO.
(B)
GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BERMUDA AND THE PARTIES IRREVOCABLY
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF BERMUDA.
(C)
PARAGRAPH CAPTIONS.
PARAGRAPH AND OTHER CAPTIONS CONTAINED IN
THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND ARE IN NO WAY INTENDED TO
DESCRIBE, INTERPRET, DEFINE OR LIMIT THE SCOPE, EXTENT OR INTENT OF THIS
AGREEMENT OR ANY PROVISION HEREOF.
(D)
SEVERABILITY.
EACH PROVISION OF THIS AGREEMENT IS INTENDED TO BE
SEVERABLE.
IF ANY TERM OR PROVISION HEREOF IS ILLEGAL OR INVALID FOR ANY REASON
WHATSOEVER, SUCH ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE VALIDITY OF THE
REMAINDER OF THIS AGREEMENT.
(E)
INTEGRATION.
TO THE EXTENT THAT ANY PROVISION OF THIS AGREEMENT
CONFLICTS OR IS INCONSISTENT WITH THE TERMS OF ANY LTIP, ANNUAL BONUS AGREEMENT,
RESTRICTED SHARE UNIT AWARD AGREEMENT, SEVERANCE PLAN OR ANY OTHER COMPENSATION
PLAN, BENEFIT PLAN, AWARD, OR SIMILAR AGREEMENT, IT IS HEREBY ACKNOWLEDGED AND
AGREED THAT THE TERMS MOST FAVORABLE TO THE EXECUTIVE SHALL CONTROL; PROVIDED
THAT THE DETERMINATION AS TO WHETHER ANY SUCH CONFLICT OR INCONSISTENCY EXISTS
SHALL BE MADE BY THE BOARD IN ITS REASONABLE DISCRETION.
NO AGREEMENTS, PLANS,
OR
16
REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR IMPLIED, UNLESS SPECIFICALLY
REFERRED TO HEREIN (WHICH REFERENCE INCLUDES THE PLANS AND AGREEMENTS DESCRIBED
IN THE PRECEDING SENTENCE OF THIS PARAGRAPH 14(E)), WITH RESPECT TO THE SUBJECT
MATTER HEREOF HAVE BEEN MADE BY EITHER PARTY WHICH ARE NOT SET FORTH EXPRESSLY
IN THIS AGREEMENT.
(F)
INTERPRETATION; COUNTERPARTS.
(I)
NO PROVISION OF THIS AGREEMENT IS TO BE INTERPRETED FOR OR
AGAINST ANY PARTY BECAUSE THAT PARTY DRAFTED SUCH PROVISION.
(II)
FOR PURPOSES OF THIS AGREEMENT: "HEREIN, "HEREBY,"
"HEREOF", "HEREINAFTER," "HEREWITH," "HEREAFTER" AND "HEREINAFTER" REFER TO THIS
AGREEMENT IN ITS ENTIRETY, AND NOT TO ANY PARTICULAR PARAGRAPH.
(III)
REFERENCES TO STATUTORY PROVISIONS SHALL BE CONSTRUED AS
REFERENCES TO THOSE PROVISIONS AS AMENDED OR RE-ENACTED OR AS THEIR APPLICATION
IS MODIFIED BY OTHER PROVISIONS FROM TIME TO TIME AND SHALL INCLUDE REFERENCES
TO ANY PROVISIONS OF WHICH THEY ARE RE-ENACTMENTS (WHETHER WITH OR WITHOUT
MODIFICATION).
(IV) REFERENCES TO THE SINGULAR SHALL INCLUDE THE PLURAL AND
VICE VERSA AND REFERENCES TO THE MASCULINE SHALL INCLUDE THE FEMININE AND/OR
NEUTER AND VICE VERSA.
(V)
REFERENCES TO PERSONS SHALL INCLUDE COMPANIES,
PARTNERSHIPS, ASSOCIATIONS AND BODIES OF PERSONS,