MAY HAVE FURNISHED TO THE OTHER IN WRITING, EXCEPT THAT NOTICES OF CHANGE
OF ADDRESS WILL BE EFFECTIVE ONLY UPON RECEIPT.
4.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
4.12
CONSTRUCTION.
THIS AGREEMENT IS DEEMED TO BE DRAFTED EQUALLY BY
BOTH EXECUTIVE AND COMPANY AND WILL BE CONSTRUED AS A WHOLE AND ACCORDING TO ITS
FAIR MEANING.
ANY PRESUMPTION OR PRINCIPLE THAT THE LANGUAGE OF THIS AGREEMENT
IS TO BE CONSTRUED AGAINST ANY PARTY WILL NOT APPLY.
THE HEADINGS IN THIS
AGREEMENT ARE ONLY FOR CONVENIENCE AND ARE NOT INTENDED TO AFFECT CONSTRUCTION
OR INTERPRETATION.
ANY REFERENCES TO PARAGRAPHS, SUBPARAGRAPHS, SECTIONS,
SUBSECTIONS OR CLAUSES ARE TO THOSE PARTS OF THIS AGREEMENT, UNLESS THE CONTEXT
CLEARLY INDICATES TO THE CONTRARY.
ALSO, UNLESS THE CONTEXT CLEARLY INDICATES
TO THE CONTRARY, (A) THE PLURAL INCLUDES THE SINGULAR AND THE SINGULAR INCLUDES
THE PLURAL; (B) "AND" AND "OR" ARE EACH USED BOTH CONJUNCTIVELY AND
DISJUNCTIVELY; (C) "ANY," "ALL," "EACH," OR "EVERY" MEANS "ANY AND ALL", AND
"EACH AND EVERY"; (D) "INCLUDES" AND "INCLUDING" ARE EACH USED WITHOUT
LIMITATION; (E) "HEREIN," "HEREOF," "HEREUNDER" AND OTHER SIMILAR COMPOUNDS OF
THE WORD "HERE" REFER TO THE ENTIRE AGREEMENT AND NOT TO ANY PARTICULAR
PARAGRAPH, SUBPARAGRAPH, SECTION OR SUBSECTION; AND (F) ALL PRONOUNS AND ANY
VARIATIONS THEREOF WILL BE DEEMED TO REFER
14
TO THE MASCULINE, FEMININE, NEUTER; SINGULAR OR PLURAL AS THE IDENTITY OF THE
ENTITIES OR PERSONS REFERRED TO MAY REQUIRE.
4.13
NO MITIGATION.
EXCEPT AS PROVIDED IN SECTIONS 1.1(C), 1.2(C) OR
1.3(C) (REGARDING CONTINUED WELFARE BENEFITS), IN NO EVENT WILL EXECUTIVE BE
OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF MITIGATION
OF THE AMOUNTS PAYABLE TO EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS
AGREEMENT AND SUCH AMOUNTS WILL NOT BE REDUCED WHETHER OR NOT EXECUTIVE OBTAINS
OTHER EMPLOYMENT.
4.14
WITHHOLDING.
COMPANY MAY DEDUCT AND WITHHOLD FROM ANY AMOUNTS
PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAXES
AS ARE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
ARTICLE V
DEFINITIONS
5.1
"AFFILIATE" MEANS A CORPORATION THAT IS A MEMBER OF A CONTROLLED
GROUP OF CORPORATIONS (AS DEFINED IN SECTION 414(B) OF THE CODE) THAT INCLUDES
COMPANY, ANY TRADE OR BUSINESS (WHETHER OR NOT INCORPORATED) THAT IS IN COMMON
CONTROL (AS DEFINED IN SECTION 414(C) OF THE CODE) WITH COMPANY, OR ANY ENTITY
THAT IS A MEMBER OF THE SAME AFFILIATED SERVICE GROUP (AS DEFINED IN SECTION
414(M) OF THE CODE) AS COMPANY.
5.2
"BASE COMPENSATION" MEANS EXECUTIVE'S GROSS BASE SALARY AT THE TIME
OF HIS OR HER TERMINATION OF EMPLOYMENT BEFORE REDUCTION BY ANY PRE-TAX
CONTRIBUTIONS TO THE 401(K) PLAN OR ANY OTHER BENEFIT PLAN MAINTAINED BY THE
COMPANY OR ITS AFFILIATES OR ANY OTHER DEDUCTIONS OF ANY NATURE.
5.3
"BONUS" MEANS THE AVERAGE OF THE ANNUAL INCENTIVE BONUS AMOUNT
EARNED BY EXECUTIVE UNDER THE APPLICABLE BONUS PLAN