This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof. The parties agree to litigate any claims or disputes between them or between Executive and any affiliate or employee of the Company, including any dispute arising under or related to this Agreement, Executive’s employment or termination of employment, Executive’s compensation or benefits, and any other dispute between the parties, exclusively in the state or federal courts located in the state of Executive’s primary place of business; provided, however, that the Company may initiate a lawsuit in another state to the extent the Company deems it necessary or desirable to enjoin a breach of this Agreement by Executive. The parties hereby waive any objection to the personal jurisdiction or venue of the state and federal courts located in the state of Executive’s primary place of business or in any other state in which a lawsuit is initiated by the Company pursuant to the immediately preceding sentence, hereby submit to the personal jurisdiction and venue of such courts, and waive the defense of inconvenient forum and/or lack of personal jurisdiction.