【正文】 tive hereunder any and all applicable Federal, state and local ine and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation.　　. PARTICIPATION IN BENEFIT PLANS. During the Employment Term, Executive shall be entitled to participate in any pension, group insurance, Section 401(k), vision, dental, medical hospitalization, annual physical, disability or other similar benefit plan, to the extent permitted by law, that may from time to time be adopted by the Board of Directors of the Company, that is generally available to the other executive officers of the Company. The Company reserves the right to amend, modify or terminate any employee benefits at any time for any reason. Until such time as the Company39。s employment with Employer will continue unless terminated by Executive or the Company as set forth in Section .4. TERMINATION OF EMPLOYMENT.　　. METHOD OF TERMINATION. Executive39。s and the Company39。s and its affiliates39。s Proprietary Information, trade secrets and other intellectual property are such that a breach of his covenant not to pete or confidentiality obligations contained in this Section 5 of this Employment Agreement would necessarily and inevitably result in a disclosure, misappropriation and misuse of such Proprietary Information, trade secrets and other intellectual property. Accordingly, Executive acknowledges and agrees that such a breach would inflict unique and irreparable harm upon the Company and that the Company shall be entitled, in addition to its other rights and available remedies, to enforce, by injunction or decree of specific performance, Executive39。 provided, however, that Executive may not assign, transfer or delegate his rights or obligations hereunder and any attempt to do so shall be void.　　. DEDUCTIONS. All amounts paid to Executive hereunder are subject to all withholdings and deductions required by law, as authorized under this Employment Agreement, and as authorized from time to time.　　. ENTIRE AGREEMENT. This Employment Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and all prior agreements, written or oral, are merged herein and are of no further force or effect. Executive has had an opportunity to review this Employment Agreement with counsel of his own choice.　　. AMENDMENT. This Employment Agreement may be modified or amended only by a written agreement signed by the Company and Executive.　　. WAIVERS. No waiver of any term or provision of this Employment Agreement will be valid unless such waiver is in writing signed by the party against whom enforcement of the waiver is sought. The waiver of any term or provision of this Employment Agreement shall not apply to any subsequent breach of this Employment Agreement.　　. COUNTERPARTS. This Employment Agreement may be executed in several counterparts, each of which shall be deemed an original, but together they shall constitute one and the same instrument.　　. SEVERABILITY. The provisions of this Employment Agreement shall be deemed severable, and if any part of any provision is held illegal, void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding. If any provision of this Employment Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Employment Agreement shall not in any way be affected or impaired but shall remain binding in accordance with their terms.　　. GOVERNING LAW. THIS EMPLOYMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND EXECUTIVE HEREUNDER SHALL BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE.　　. ARBITRATION. The Executive understands and agrees that, as a condition of his employment with the Company, any and all disputes that the Executive may have with the Company, or any of its employees, officers, directors, agents or assigns, which arise out of the Executive39。s decision shall be final and binding to the fullest ext