17. Severability. The parties agree that if any provision of this Agreement as applied to
any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. Without limiting the generality of the
foregoing, in particular, if any provision in Section 4, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court or arbitrator making such
determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. In addition, in the event
of a breach or violation by Executive of Section 4, the Non-compete Period and the Non-solicitation Period shall be automatically extended respectively by the amount of time between the initial occurrence of the breach or violation and when
such breach or violation has been duly cured.
18. Binding Effect. Subject to Section 8 hereof, the rights and obligations of
the parties under this Agreement shall be binding upon and inure to the benefit of the permitted successors, assigns, heirs, administrators, executors and personal representatives of the parties.
19. Effective Date; Effect on Prior Agreement. This Agreement shall become effective as of the Effective Date. This Agreement contains
the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and Executive, including, without limitation, the Prior Agreement by
and between the Company and Executive, which agreement shall terminate in all respects upon the Effective Date.
Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any
material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executives being reasonably available to the Company upon reasonable notice for interviews and factual investigations,
appearing at the Companys request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may
come into Executives possession, all at times and on schedules that are reasonably consistent with Executives other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome
for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executives duties under
his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in
Executives best interests. In the event that the Company requires Executives cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including
travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel
regarding his obligations hereunder.
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