Sole Consideration. Director and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Director’s agreement as described in subparagraph 11.12(a) above. Accordingly, in the event that subparagraph 11.12(a) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of Section 11.12 shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of Section 11.12 shall have no effect upon the validity or invalidity of the other provisions of this Agreement.
Appears in 3 contracts
Sources: Executive Entrustment Agreement, Executive Entrustment Agreement (Callaway Golf Co), Executive Entrustment Agreement (Callaway Golf Co)