GOVERNING LAW AND FORUM. The Executive acknowledges that this Agreement has been executed, in whole or in part, in New York. Accordingly, the Executive agrees that this Agreement and all matters or issues arising out of or relating to the Executive’s employment with the Company shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein. Any action to enforce this Agreement and the rights and obligations hereunder shall be brought solely in the state or federal courts located in the City of New York, Borough of Manhattan.

GOVERNING LAW AND FORUM. The Executive acknowledges that this Agreement has been executed, in whole or in part, in New York. Accordingly, the Executive agrees that this Agreement and all matters or issues arising out of or relating to the Executive’s employment with the Company shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein. Any action to enforce or otherwise relating to this Agreement and the rights and obligations hereunder shall be brought solely in the state or federal courts located in the City of New York, Borough of Manhattan.

GOVERNING LAW AND FORUM. The Executive acknowledgesYou acknowledge that this Agreementagreement has been executed, in whole or in part, in New York. Accordingly, the Executive agreesyou agree that this Agreement and all matters or issues arising out of or relating to the Executive’syour employment with the Company shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein. Any action to enforce or otherwise relating to this Agreement and the rights and obligations hereunder shall be brought solely in the state or federal courts located in the City of New York, Borough of Manhattan.

This Agreement has been executed,shall be governed by and construed in whole oraccordance with the internal laws of the State of New York, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in part, inthe State of New York. Accordingly, the Executive agrees that this Agreement and all matters or issuesYork, County of New York, for any disputes arising out of this Agreement, or relating to the Executive’s employment with the CompanyCompany. The prevailing party in any dispute arising out of this Agreement shall be governed by the laws of the State of New York applicableentitled to contracts entered intohis or its reasonable attorney’s fees and performed entirely therein. Any action to enforce this Agreement and the rights and obligations hereunder shall be brought solely in the state or federal courts located in the City of New York, Borough of Manhattan.costs.