If any provision of this Agreement (including its Exhibit 1) is determined to be unenforceable as a matter of governing law, a court of appropriate jurisdiction shall have the authority to “blue pencil” or otherwise modify such provision so as to render it enforceable while maintaining the parties’ original intent (as reflected herein) to the maximum extent possible. Each provision of this Agreement (including its Exhibit 1) is severable from the other provisions hereof, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. Should a reviewing court eliminate or reduce any of Executive’s post-employment obligations as set forth herein, such court shall also consider a commensurate reduction in the compensation provided to Executive hereunder and/or the reimbursement to UEI of the Severance Payment hereunder.