RELATED MATTERS.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA. EMPLOYEE AGREES THAT IN THE EVENT OF ANY VIOLATION
OF THIS AGREEMENT, OR ANY OTHER MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AN ACTION MAY BE REMOVED TO OR COMMENCED BY EMPLOYER IN ANY FEDERAL
OR STATE COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA.
EMPLOYEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
THAT EMPLOYEE MAY NOW OR HEREAFTER HAVE TO SUCH JURISDICTION OR TO THE LAYING OF
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY
CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EMPLOYEE AGREES THAT EFFECTIVE SERVICE OF PROCESS MAY BE MADE UPON
EMPLOYEE BY MAIL TO ANY ADDRESS EMPLOYEE HAS PROVIDED TO COMPANY. IN THE EVENT
EITHER PARTY FILES SUIT AGAINST THE OTHER FOR ANY REASON, OR IN THE EVENT EITHER
PARTY IS OTHERWISE INVOLVED IN LITIGATION CONCERNING THIS AGREEMENT OR THE
EMPLOYMENT RELATIONSHIP BETWEEN THE PARTIES, AND A COURT OF COMPETENT
JURISDICTION FINDS IN FAVOR OF A PARTY ON
11
ANY SUCH MATTER, THE LOSING PARTY SHALL REIMBURSE THE PREVAILING PARTY ITS
REASONABLE COSTS AND ATTORNEY'S FEES INCURRED IN CONNECTION WITH SUCH SUIT.
The various parts of this Agreement are intended to be severable. Should any
part be rendered or declared invalid be reason of any legislation or by a decree
of a court of competent jurisdiction, such part shall be deemed modified to the
extent required by such legislation or decree and the invalidation or
modification of such part shall not invalidate or modify the remaining parts
hereof. Without limiting the generality of the foregoing, if the scope of any
covenant contained in this Agreement is too broad to permit enforcement to its
full extent, such covenant shall be enforced to the maximum extent permitted by
law. The Employee agrees that such scope may be judicially modified accordingly.
12.
SUCCESSORS AND ASSIGNMENT.
THE COMPANY MAY ASSIGN ITS INTEREST
IN CONNECTION WITH THIS AGREEMENT TO ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL
OF ITS ASSETS AND BUSINESS BY MEANS OF LIQUIDATION, DISSOLUTION, MERGER,
CONSOLIDATION, TRANSFER OF ASSETS, OR OTHERWISE, PROVIDED THAT SUCH SUCCESSOR
ASSUMES IN WRITING ALL OF THE OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT,
AND FURTHER SUBJECT, HOWEVER, TO EMPLOYEE'S RIGHT TO TERMINATE HIS EMPLOYMENT AS
PROVIDED IN PARAGRAPH 2(H) HEREOF.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE FULL AND
COMPLETE UNDERSTANDING BETWEEN THE COMPANY AND THE EMPLOYEE WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN AND, EXCEPT AS PROVIDED FOR HEREIN,
SHALL NOT BE MODIFIED EXCEPT UPON WRITTEN AMENDMENT EXECUTED BY EMPLOYEE AND AN
OFFICER OF COMPANY HOLDING THE POSITION OF VICE PRESIDENT OR ABOVE.
14.
ACKNOWLEDGMENT.
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE WAS
PROVIDED WITH AN UNSIGNED COPY OF THIS AGREEMENT IN ADVANCE OF CONTINUING
EMPLOYMENT AND WAS ACCORDED AMPLE