BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLE
OF CONFLICTS OF LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE
AND EFFECT.
20.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
21.
MISCELLANEOUS.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED OR WAIVED
UNLESS SUCH MODIFICATION OR WAIVER IS AGREED TO IN WRITING AND SIGNED BY
EXECUTIVE AND BY A DULY AUTHORIZED OFFICER OF THE COMPANY.
NO WAIVER BY EITHER
PARTY HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR
COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY
SUCH OTHER PARTY SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR
CONDITIONS AT THE SAME OR AT ANY PRIOR TO SUBSEQUENT TIME.
FAILURE BY EXECUTIVE
OR THE COMPANY TO INSIST UPON STRICT COMPLIANCE WITH ANY PROVISION OF THIS
AGREEMENT OR TO ASSERT ANY RIGHT EXECUTIVE OR THE COMPANY MAY HAVE HEREUNDER,
INCLUDING WITHOUT LIMITATION, THE RIGHT OF EXECUTIVE TO TERMINATE EMPLOYMENT FOR
GOOD REASON, SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR
ANY OTHER PROVISION OR RIGHT OF THIS AGREEMENT.
EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED HEREIN, THE RIGHTS OF, AND BENEFITS PAYABLE TO, EXECUTIVE,
HER ESTATE OR HER BENEFICIARIES PURSUANT TO THIS AGREEMENT ARE IN ADDITION TO
ANY RIGHTS OF, OR BENEFITS PAYABLE TO, EXECUTIVE, HER ESTATE OR HER
BENEFICIARIES UNDER ANY OTHER EMPLOYEE BENEFIT PLAN OR COMPENSATION PROGRAM OF
THE COMPANY.
22.
NO MITIGATION.
THE AMOUNTS PAYABLE TO EXECUTIVE UPON ANY TERMINATION OF
HER EMPLOYMENT SHALL BE CONSIDERED SEVERANCE PAY IN CONSIDERATION OF PAST
SERVICES RENDERED ON BEHALF OF THE COMPANY AND HER CONTINUED SERVICE FROM THE
DATE HEREOF TO THE DATE SHE BECOMES ENTITLED TO SUCH PAYMENTS AND SHALL BE THE
SOLE AMOUNT OF SEVERANCE PAY TO WHICH EXECUTIVE IS ENTITLED FROM THE COMPANY AND
ITS AFFILIATES UPON TERMINATION OF HER EMPLOYMENT.
EXECUTIVE SHALL HAVE NO DUTY
TO MITIGATE HER DAMAGES BY SEEKING OTHER EMPLOYMENT AND, SHOULD EXECUTIVE
ACTUALLY RECEIVE COMPENSATION FROM ANY SUCH OTHER EMPLOYMENT, THE PAYMENTS
REQUIRED HEREUNDER SHALL NOT BE REDUCED OR OFFSET BY ANY SUCH OTHER
COMPENSATION.
23.
POAMI'S OBLIGATIONS.
ALL OF THE OBLIGATIONS OF THE COMPANY HEREUNDER
SHALL ALSO BE DIRECT OBLIGATIONS OF POAMI WITHOUT THE NEED FOR EXECUTIVE TO SEEK
OR EXHAUST REMEDIES AGAINST THE COMPANY.
24.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES AND REPLACES ALL
PREVIOUS VERBAL OR WRITTEN AGREEMENTS THAT THE PARTIES MAY HAVE MADE REGARDING
THE SUBJECT MATTER HEREOF.
13
IN WITNESS WHEREOF, each of the Company and POAMI has caused this Agreement to
be executed by a duly