The parties acknowledge that the Company’s principal place of business is located in the State of Minnesota. The parties hereby agree that this Agreement shall be construed in accordance with the internal laws of the State of Minnesota without regard to the conflict of laws thereof; provided that , both parties understand and agree that the statutory and common law of the State of Delaware shall govern all matters regarding Executive’s performance of her fiduciary duties and indemnification (and reimbursement of related expenses) of Executive.