willful and in bad faith.
15.
EMPLOYEE BENEFITS.
THIS AGREEMENT SHALL NOT
BE CONSTRUED TO BE IN LIEU OR TO THE EXCLUSION OF ANY OTHER RIGHTS, BENEFITS AND
PRIVILEGES TO WHICH EMPLOYEE MAY BE ENTITLED AS AN EMPLOYEE OF THE COMPANY UNDER
ANY RETIREMENT, PENSION, PROFIT-SHARING, INSURANCE, HOSPITAL OR OTHER PLANS OR
BENEFITS WHICH MAY NOW BE IN EFFECT OR WHICH MAY HEREAFTER BE ADOPTED.
16.
NOTICE.
ANY NOTICE OR COMMUNICATION
REQUIRED OR PERMITTED UNDER THIS AGREEMENT SHALL BE MADE IN WRITING AND SENT BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED AS FOLLOWS:
If to Employee:
Dan W. Matthias
6238 Ross Road
Honeybrook, PA 19344
If to Company:
Mothers Work, Inc.
456 North Fifth Street
Philadelphia, PA 19123
or to such other address as either party may from time to time duly specify by
notice given to the other party in the manner specified above.
17.
ENTIRE AGREEMENT; AMENDMENTS.
THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO
RELATING TO THE SUBJECT MATTER HEREOF (EXCEPT FOR SPECIFIC CROSS-REFERENCES TO
PREVIOUSLY EXECUTED AGREEMENTS), AND MERGES AND SUPERSEDES ALL PRIOR AND
CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE
BETWEEN THE PARTIES HERETO RELATING TO THE EMPLOYMENT OF EMPLOYEE WITH THE
COMPANY (INCLUDING, WITHOUT LIMITATION, THE EXISTING EMPLOYMENT AGREEMENT).
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING
SIGNED BY EACH OF THE PARTIES HERETO.
18.
WAIVER.
THE WAIVER OF THE BREACH OF ANY
TERM OR PROVISION OF THIS AGREEMENT SHALL NOT OPERATE AS OR BE CONSTRUED TO BE A
WAIVER OF ANY OTHER OR SUBSEQUENT BREACH OF THIS AGREEMENT.
19.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
14
20.
INVALIDITY.
IN CASE ANY ONE OR MORE OF THE
PROVISIONS CONTAINED IN THIS AGREEMENT SHALL, FOR ANY REASON, BE HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OF ANY OTHER PROVISION OF THIS
AGREEMENT, AND SUCH PROVISION(S) SHALL BE DEEMED MODIFIED TO THE EXTENT
NECESSARY TO MAKE IT ENFORCEABLE.
21.
SPECIFIC ENFORCEMENT; EXTENSION OF PERIOD.
21.1.
EMPLOYEE ACKNOWLEDGES THAT THE RESTRICTIONS
CONTAINED IN SECTIONS 7 AND 8 HEREOF ARE REASONABLE AND NECESSARY TO PROTECT THE
LEGITIMATE INTERESTS OF THE COMPANY AND ITS AFFILIATES AND THAT THE COMPANY
WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IN THE ABSENCE OF SUCH RESTRICTIONS.
EMPLOYEE ALSO ACKNOWLEDGES THAT ANY BREACH BY HIM OF SECTIONS 7 OR 8 HEREOF WILL
CAUSE CONTINUING AND IRREPARABLE INJURY TO THE COMPANY FOR WHICH MONETARY
DAMAGES WOULD NOT BE AN ADEQUATE REMEDY.
THE EMPLOYEE SHALL NOT, IN ANY ACTION
OR PROCEEDING TO ENFORCE ANY OF THE PROVISIONS OF THIS AGREEMENT, ASSERT THE
CLAIM OR DEFENSE THAT AN ADEQUATE REMEDY AT LAW EXISTS.
IN THE EVENT OF SUCH
BREACH BY EMPLOYEE, THE COMPANY SHALL HAVE THE RIGHT TO ENFORCE THE PROVISIONS
OF SECTIONS 7 AND 8 OF THIS AGREEMENT BY SEEKING INJUNCTIVE OR OTHER RELIEF IN
ANY