Lexmark 2012 Annual Report Download - page 184

of Sections 6 and/or 7 of this Agreement. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive
obtains other employment, provided, however, that Executive does not breach any of the provisions of Sections 6 and/or 7 of this Agreement.
6. Confidential Information; Non-Competition . Executive shall comply with and abide by the Inventions Agreement and the Non-Disclosure Agreement
during his employment with the Company, and for such period of time following the termination of Executive’s employment with the Company, as
specified in each of such agreements.
7. Successors
(a) This Agreement is personal to Executive and shall not be assignable by Executive without the prior written consent of the Company, except that
Executive may assign rights and benefits to his heirs, personal representatives and successors for estate planning purposes. If Executive should die
while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee or, if there be no such designee, to Executive’s
estate.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly confirm in writing such successor’s assumption of this Agreement and agreement to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform such Agreement if no such succession had taken
place (provided, however, that such assumption shall not relieve the Company of any obligations or liabilities to Executive under this Agreement). As
used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid.
8. Miscellaneous
(a) This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among
Delaware residents entered into and performed entirely within Delaware, without giving effect to conflict of law principles thereof. The parties agree that
any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this
Agreement, shall be exclusively brought in, and each party agrees to and does hereby submit to the exclusive jurisdiction and venue of the District Court
of Johnson County, Kansas, or the Federal District Court in Kansas City. The parties hereby irrevocably and unconditionally waive trial by
jury in any such action, suit or other legal proceeding.
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