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.
21.
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.
22.
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,
22
EXECUTIVE, HIS ESTATE OR HIS BENEFICIARIES PURSUANT TO THIS AGREEMENT ARE IN
ADDITION TO ANY RIGHTS OF, OR BENEFITS PAYABLE TO, EXECUTIVE, HIS ESTATE OR HIS
BENEFICIARIES UNDER ANY OTHER EMPLOYEE BENEFIT PLAN OR COMPENSATION PROGRAM OF
THE COMPANY.
23.
NO MITIGATION.
THE AMOUNTS PAYABLE TO EXECUTIVE UPON ANY
TERMINATION OF HIS EMPLOYMENT SHALL BE CONSIDERED SEVERANCE PAY IN CONSIDERATION
OF PAST SERVICES RENDERED ON BEHALF OF THE COMPANY AND HIS CONTINUED SERVICE
FROM THE DATE HEREOF TO THE DATE HE 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 HIS EMPLOYMENT.
EXECUTIVE SHALL
HAVE NO DUTY TO MITIGATE HIS 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.
24.
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.
25.
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,
INCLUDING THE PRIOR EMPLOYMENT AGREEMENT.
*
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Signatures on next page.]
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IN WITNESS WHEREOF, each of the Company and POAMI has caused this Agreement to
be executed by a duly authorized representative of the Company and POAMI