ARBITRATION IN
ACCORDANCE WITH THE SEPARATE ARBITRATION AGREEMENT ATTACHED AS SCHEDULE B TO
THIS AGREEMENT. THIS SECTION SHALL REMAIN IN EFFECT AFTER THE TERMINATION OF
THIS AGREEMENT.
10.
AMENDMENT.
NO PROVISIONS OF THIS AGREEMENT MAY BE MODIFIED,
WAIVED, OR DISCHARGED EXCEPT BY A WRITTEN DOCUMENT SIGNED BY A DULY AUTHORIZED
COMPANY OFFICER AND ME. THUS, FOR EXAMPLE, PROMOTIONS, COMMENDATIONS, AND/OR
BONUSES SHALL NOT, BY THEMSELVES, MODIFY, AMEND, OR EXTEND THIS AGREEMENT. A
WAIVER OF ANY CONDITIONS OR PROVISIONS OF THIS AGREEMENT IN A GIVEN INSTANCE
SHALL NOT BE DEEMED A WAIVER OF SUCH CONDITIONS OR PROVISIONS AT ANY OTHER TIME.
11.
INTERPRETATION; EXCLUSIVE FORUM.
THE VALIDITY, INTERPRETATION,
CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (EXCLUDING ANY THAT MANDATE THE USE OF ANOTHER
JURISDICTION'S LAWS). ANY LITIGATION, ARBITRATION, OR SIMILAR PROCEEDING WITH
RESPECT TO SUCH MATTERS ONLY MAY BE BROUGHT WITHIN THAT STATE, AND ALL PARTIES
TO THIS AGREEMENT CONSENT TO THAT STATE'S JURISDICTION AND AGREE THAT VENUE
ANYWHERE IN THAT STATE WOULD BE PROPER.
12.
SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON, AND SHALL INURE
TO THE BENEFIT OF, ME AND MY ESTATE, BUT I MAY NOT ASSIGN OR PLEDGE THIS
AGREEMENT OR ANY RIGHTS ARISING UNDER IT, EXCEPT TO THE EXTENT PERMITTED UNDER
THE TERMS OF THE BENEFIT AND COMPENSATION PLANS IN WHICH I PARTICIPATE.
13.
TAXES.
I AM SOLELY RESPONSIBLE FOR THE PAYMENT OF ANY TAX
LIABILITIES (INCLUDING ANY TAXES AND PENALTIES ARISING UNDER SECTION 409A OF THE
INTERNAL REVENUE CODE (THE "CODE") THAT MAY RESULT FROM ANY PAYMENTS OR BENEFITS
THAT I RECEIVE PURSUANT TO THIS AGREEMENT.
THE COMPANY SHALL NOT HAVE ANY
OBLIGATION TO PAY, MITIGATE, OR PROTECT ME FROM ANY SUCH TAX LIABILITIES.
NEVERTHELESS, IF THE COMPANY REASONABLY DETERMINES THAT MY RECEIPT OF PAYMENTS
OR BENEFITS PURSUANT TO SECTION 5 ABOVE WOULD CAUSE ME TO INCUR LIABILITY FOR
ADDITIONAL TAX UNDER SECTION 409A OF THE CODE, THEN THE COMPANY MAY IN ITS
DISCRETION SUSPEND SUCH PAYMENTS OR BENEFITS UNTIL THE END OF THE SIX-MONTH
PERIOD FOLLOWING TERMINATION OF MY EMPLOYMENT (THE "409A SUSPENSION PERIOD").
AS SOON AS REASONABLY PRACTICAL AFTER THE END OF THE 409A SUSPENSION PERIOD, THE
COMPANY WILL MAKE A LUMP SUM PAYMENT TO ME, IN CASH, IN AN AMOUNT EQUAL TO ANY
PAYMENTS AND BENEFITS THAT THE COMPANY DOES NOT MAKE DURING THE 409A SUSPENSION
PERIOD.
THEREAFTER, I WILL RECEIVE ANY REMAINING PAYMENTS AND BENEFITS DUE
PURSUANT TO SECTION 5 IN ACCORDANCE WITH THE TERMS OF THAT SECTION (AS IF THERE
HAD NOT BEEN ANY SUSPENSION BEFOREHAND).
THE COMPANY SHALL WITHHOLD TAXES FROM
PAYMENTS IT MAKES PURSUANT TO THIS AGREEMENT AS IT DETERMINES TO BE REQUIRED BY
APPLICABLE LAW.
12
14.
VALIDITY.
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 SHALL REMAIN IN FULL FORCE AND EFFECT.
15.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL