THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, AND ALL
OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT AND SUCH INVALID OR
UNENFORCEABLE PROVISION SHALL BE REFORMULATED BY SUCH COURT TO PRESERVE THE
INTENT OF THE PARTIES HERETO.
SECTION 5.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT BOTH OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
7
SECTION 5.7
HEADINGS.
THE PARAGRAPH HEADINGS HAVE BEEN INSERTED
FOR PURPOSES OF CONVENIENCE AND SHALL NOT BE USED FOR INTERPRETIVE PURPOSES.
SECTION 5.8
GENDER AND PLURALS.
WHEREVER THE CONTEXT SO REQUIRES,
THE MASCULINE GENDER INCLUDES THE FEMININE OR NEUTER, AND THE SINGULAR NUMBER
INCLUDES THE PLURAL AND CONVERSELY.
SECTION 5.9
AFFILIATE.
AS USED IN THIS AGREEMENT, UNLESS OTHERWISE
INDICATED, "AFFILIATE" SHALL MEAN ANY PERSON OR ENTITY WHICH DIRECTLY OR
INDIRECTLY THROUGH ANY ONE OR MORE INTERMEDIARIES OWNS OR CONTROLS, IS OWNED OR
CONTROLLED BY, OR IS UNDER COMMON OWNERSHIP OR CONTROL WITH THE PARENT.
SECTION 5.10
ASSIGNMENT.
THIS AGREEMENT IS BINDING ON EXECUTIVE AND
EMPLOYER AND THEIR SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THE RIGHTS
AND OBLIGATIONS OF EMPLOYER UNDER THIS AGREEMENT MAY BE ASSIGNED TO A SUCCESSOR
ENTITY.
NO RIGHTS OR OBLIGATIONS OF EXECUTIVE HEREUNDER MAY BE ASSIGNED BY
EXECUTIVE TO ANY OTHER PERSON OR ENTITY, EXCEPT BY WILL OR THE LAWS OF DESCENT
AND DISTRIBUTION.
IN THE EVENT OF EXECUTIVE'S DEATH PRIOR TO RECEIPT BY
EXECUTIVE OF ALL AMOUNTS PAYABLE BY EMPLOYER HEREUNDER, SUCH AMOUNTS SHALL BE
PAYABLE TO EXECUTIVE'S DESIGNATED BENEFICIARIES ON THE SAME SCHEDULE AS PROVIDED
FOR IN THIS AGREEMENT.
SECTION 5.11
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
WITH REGARD TO THE SUBJECT MATTER HEREOF, CONTAINS ALL THE COVENANTS, PROMISES,
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO
EXECUTIVE'S RESIGNATION FROM EMPLOYER AND SUPERSEDES ALL PRIOR EMPLOYMENT OR
SEVERANCE OR OTHER AGREEMENTS BETWEEN EXECUTIVE AND EMPLOYER WHETHER WRITTEN OR
ORAL OR ANY OF PREDECESSOR OR AFFILIATE OF EMPLOYER, INCLUDING, BUT NOT LIMITED
TO THE EMPLOYMENT AGREEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
CONSIDERATION PROVIDED FOR HEREIN IS ADEQUATE CONSIDERATION FOR EXECUTIVE
WAIVING HIS RIGHTS UNDER ANY OTHER AGREEMENT WHETHER WRITTEN OR ORAL BETWEEN
EXECUTIVE AND EMPLOYER, INCLUDING, WITHOUT LIMITATION, THE EMPLOYMENT
AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES THAT NO
REPRESENTATION, INDUCEMENT, PROMISE OR AGREEMENT, ORAL OR WRITTEN, HAS BEEN MADE
BY EITHER PARTY, OR BY ANYONE ACTING ON BEHALF OF EITHER PARTY, WHICH IS NOT
EMBODIED HEREIN, AND THAT NO AGREEMENT, STATEMENT, OR PROMISE RELATING TO
EXECUTIVE'S RESIGNATION FROM EMPLOYER, THAT IS NOT CONTAINED IN THIS AGREEMENT,
SHALL BE VALID OR BINDING.
ANY MODIFICATION OF THIS AGREEMENT WILL BE EFFECTIVE
ONLY IF IT IS IN WRITING AND SIGNED BY THE PARTY TO BE CHARGED.
ARTICLE VI:
JOINT DRAFTING
Executive and Parent acknowledge and agree that this Agreement was jointly
drafted by Parent on the one side and by Executive on the other