CAUSE DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL PROVIDE
TO THE EXECUTIVE (1) THE EXECUTIVE'S ANNUAL BASE SALARY THROUGH THE DATE OF
TERMINATION, (2) THE AMOUNT OF ANY COMPENSATION PREVIOUSLY DEFERRED BY THE
EXECUTIVE, AND (3) THE OTHER BENEFITS, IN EACH CASE, TO THE EXTENT THERETOFORE
UNPAID, AND SHALL HAVE NO OTHER SEVERANCE OBLIGATIONS UNDER THIS AGREEMENT.
IF
THE EXECUTIVE VOLUNTARILY TERMINATES EMPLOYMENT DURING THE EMPLOYMENT PERIOD,
EXCLUDING A TERMINATION FOR GOOD REASON, THE COMPANY SHALL PROVIDE TO THE
EXECUTIVE THE ACCRUED OBLIGATIONS AND THE TIMELY PAYMENT OR DELIVERY OF THE
OTHER BENEFITS, AND SHALL HAVE NO OTHER SEVERANCE OBLIGATIONS UNDER THIS
AGREEMENT.
IN SUCH CASE, ALL THE ACCRUED OBLIGATIONS SHALL BE PAID TO THE
EXECUTIVE IN A LUMP SUM IN CASH WITHIN 30 DAYS OF THE DATE OF TERMINATION.
SECTION 6.
NON-EXCLUSIVITY OF RIGHTS.
NOTHING IN THIS AGREEMENT
SHALL PREVENT OR LIMIT THE EXECUTIVE'S CONTINUING OR FUTURE PARTICIPATION IN ANY
PLAN, PROGRAM, POLICY OR PRACTICE PROVIDED BY THE COMPANY OR THE AFFILIATED
COMPANIES AND FOR WHICH THE EXECUTIVE MAY QUALIFY, NOR, SUBJECT TO SECTION
11(F), SHALL ANYTHING HEREIN LIMIT OR OTHERWISE AFFECT SUCH RIGHTS AS THE
EXECUTIVE MAY HAVE UNDER ANY OTHER CONTRACT OR AGREEMENT WITH THE COMPANY OR THE
AFFILIATED COMPANIES.
AMOUNTS THAT ARE VESTED BENEFITS OR THAT THE EXECUTIVE IS
OTHERWISE ENTITLED TO RECEIVE UNDER ANY PLAN, POLICY, PRACTICE OR PROGRAM OF OR
ANY CONTRACT OR AGREEMENT WITH THE COMPANY OR THE AFFILIATED COMPANIES AT OR
SUBSEQUENT TO THE DATE OF TERMINATION SHALL BE PAYABLE IN ACCORDANCE WITH SUCH
PLAN, POLICY, PRACTICE OR PROGRAM OR CONTRACT OR AGREEMENT, EXCEPT AS EXPLICITLY
MODIFIED BY THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, IF THE EXECUTIVE
RECEIVES PAYMENTS AND BENEFITS PURSUANT TO SECTION 5(A) OF THIS AGREEMENT, THE
EXECUTIVE SHALL NOT BE ENTITLED TO ANY SEVERANCE PAY OR BENEFITS UNDER ANY
SEVERANCE PLAN, PROGRAM OR POLICY OF THE COMPANY AND THE AFFILIATED COMPANIES,
INCLUDING WITHOUT LIMITATION THE EXECUTIVE SEVERANCE PLAN, UNLESS OTHERWISE
SPECIFICALLY PROVIDED THEREIN IN A SPECIFIC REFERENCE TO THIS AGREEMENT.
SECTION 7.
FULL SETTLEMENT; CONTESTS.
(A) THE COMPANY'S OBLIGATION
TO MAKE THE PAYMENTS PROVIDED FOR IN THIS AGREEMENT AND OTHERWISE TO PERFORM ITS
OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED BY ANY SET-OFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE, OR OTHER CLAIM, RIGHT OR ACTION THAT THE COMPANY MAY HAVE
AGAINST THE EXECUTIVE OR OTHERS.
IN NO EVENT SHALL THE EXECUTIVE BE OBLIGATED
TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF MITIGATION OF THE
AMOUNTS PAYABLE TO THE EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT,
AND SUCH AMOUNTS SHALL NOT BE REDUCED WHETHER OR NOT THE EXECUTIVE OBTAINS OTHER
EMPLOYMENT.
(B)
THE COMPANY AGREES TO PAY AS INCURRED (WITHIN 10 DAYS FOLLOWING
THE COMPANY'S RECEIPT OF AN INVOICE FROM THE EXECUTIVE), TO THE FULL EXTENT
PERMITTED BY LAW, ALL LEGAL FEES AND EXPENSES THAT THE EXECUTIVE MAY REASONABLY
INCUR AS A RESULT OF ANY CONTEST (REGARDLESS OF THE OUTCOME THEREOF) BY THE
COMPANY, THE EXECUTIVE OR OTHERS OF THE VALIDITY OR ENFORCEABILITY OF, OR
LIABILITY UNDER, ANY PROVISION