Lexmark 2012 Annual Report Download - page 169

5.5 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction as if such invalid, illegal or unenforceable provisions
had never been contained herein.
5.6 Waiver. If either party should waive any breach of any provisions of this Agreement, they shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this Agreement.
5.7 Complete Agreement. This Agreement, its Exhibits, the Non-Disclosure and Non-Competition Agreement described in Section 4.1, the Change of
Control Agreement described in Section 3.2, and the Executive Bonus Plan described in Section 2.2, and the Incentive Program, constitute the entire agreement
between Executive and the Company and are the complete, final, and exclusive embodiment of their agreement with regard to this subject matter. They are
entered into without reliance on any promise or representation other than those expressly contained herein or therein, and they cannot be modified or amended
except in a writing signed by Executive and by the Chairman and Chief Executive Officer of Lexmark. All prior employment-related agreements, letters, or
understandings between Executive and the Company are hereby terminated and replaced in their entirety with this Agreement.
5.8 Counterparts. This Agreement may be executed in separate counterparts, any one of such need not contain signatures of more than one party, but
all of which taken together will constitute one and the same Agreement.
5.9 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the
meaning thereof.
5.10 Successors and Assigns. This Agreement is intended to bind and inure to the benefits of and be enforceable by Executive and the Company
(including the Company’s successors and assigns, and Executive’s heirs, personal representatives and successors and assigns), except that Executive may not
assign any of Executive‘s duties hereunder and Executive may not assign any of Executive’s rights hereunder, without the written consent of the Company;
provided, however, Executive may assign rights and benefits to his hears, personal representatives and successors for estate planning purposes.
5.11 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any
provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any
right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.