ELIGIBLE TO RECEIVE BENEFITS UNDER ANY OTHER SEVERANCE PAY PLAN
SPONSORED OR MAINTAINED BY THE COMPANY.
(H)
RELATED AGREEMENTS AND OTHER ARRANGEMENTS.
THIS AGREEMENT,
INCLUDING EXHIBIT A ATTACHED HERETO AND INCORPORATED AS AN INTEGRAL PART OF THIS
AGREEMENT, CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER TO THIS AGREEMENT HAVE
BEEN MADE BY ANY PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
THIS AGREEMENT SUPERSEDES AND REPLACES THE ORIGINAL CIC SEVERANCE AGREEMENT IN
ITS ENTIRETY.
TO THE EXTENT THAT ANY PROVISION OF ANY OTHER ARRANGEMENT LIMITS,
QUALIFIES OR IS INCONSISTENT WITH ANY PROVISION OF THIS AGREEMENT, THEN FOR
PURPOSES OF THIS AGREEMENT, WHILE SUCH OTHER ARRANGEMENT REMAINS IN FORCE, THE
PROVISION OF THIS AGREEMENT WILL CONTROL AND SUCH PROVISION OF SUCH OTHER
ARRANGEMENT WILL BE DEEMED TO HAVE BEEN SUPERSEDED, AND TO BE OF NO FORCE OR
EFFECT, AS IF SUCH OTHER ARRANGEMENT HAD BEEN FORMALLY AMENDED TO THE EXTENT
NECESSARY TO ACCOMPLISH SUCH PURPOSE.
NOTHING IN THIS AGREEMENT PREVENTS OR
LIMITS THE EXECUTIVE'S CONTINUING OR FUTURE
7
PARTICIPATION IN ANY OTHER ARRANGEMENT FOR WHICH THE EXECUTIVE MAY QUALIFY, AND
NOTHING IN THIS AGREEMENT LIMITS OR OTHERWISE AFFECTS THE RIGHTS THE EXECUTIVE
MAY HAVE UNDER ANY OTHER ARRANGEMENT.
AMOUNTS THAT ARE VESTED BENEFITS OR WHICH
THE EXECUTIVE IS OTHERWISE ENTITLED TO RECEIVE UNDER ANY OTHER ARRANGEMENT AT OR
SUBSEQUENT TO THE DATE OF TERMINATION WILL BE PAYABLE IN ACCORDANCE WITH SUCH
OTHER ARRANGEMENT.
(I)
NO EMPLOYMENT OR SERVICE CONTRACT.
NOTHING IN THIS AGREEMENT IS
INTENDED TO PROVIDE THE EXECUTIVE WITH ANY RIGHT TO CONTINUE IN THE EMPLOY OF
THE COMPANY FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH OR OTHERWISE
RESTRICT IN ANY WAY THE EXECUTIVE'S RIGHTS OR THE RIGHTS OF THE COMPANY.
(J)
PAYMENT; ASSIGNMENT.
BENEFITS PAYABLE UNDER THIS AGREEMENT WILL
BE PAID ONLY FROM THE GENERAL ASSETS OF THE COMPANY.
NO PERSON HAS ANY RIGHT TO
OR INTEREST IN ANY SPECIFIC ASSETS OF THE COMPANY BY REASON OF THIS AGREEMENT.
TO THE EXTENT BENEFITS UNDER THIS AGREEMENT ARE NOT PAID WHEN DUE TO ANY
INDIVIDUAL, HE OR SHE IS A GENERAL UNSECURED CREDITOR OF THE COMPANY WITH
RESPECT TO ANY AMOUNTS DUE.
BENEFITS PAYABLE PURSUANT TO THIS AGREEMENT AND THE
RIGHT TO RECEIVE FUTURE BENEFITS MAY NOT BE ANTICIPATED, ALIENATED, SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR SUBJECT TO ANY CHARGE.
(K)
LATE PAYMENTS.
BENEFITS NOT PAID UNDER THIS AGREEMENT WHEN DUE
WILL ACCRUE INTEREST AT THE RATE OF 10% PER YEAR OR THE MAXIMUM RATE PERMITTED
UNDER APPLICABLE LAW.
(L)
SURVIVAL.
THE RESPECTIVE OBLIGATIONS OF, AND BENEFITS AFFORDED
TO, THE COMPANY AND THE EXECUTIVE WHICH BY THEIR EXPRESS TERMS OR CLEAR INTENT
SURVIVE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR
TERMINATION OF THIS AGREEMENT, AS THE CASE MAY BE, WILL SURVIVE TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR TERMINATION OF THIS AGREEMENT, AS
THE CASE MAY BE,