THE ENTRY OF AN INJUNCTION OR OTHER EQUITABLE
RELIEF BY A COURT OF COMPETENT JURISDICTION RESTRAINING ANY VIOLATION OR
THREATENED VIOLATION OF ANY UNDERTAKING CONTAINED IN THIS SECTION 6.
EXECUTIVE
WAIVES POSTING OF ANY BOND OTHERWISE NECESSARY TO SECURE SUCH INJUNCTION OR
OTHER EQUITABLE RELIEF.
RIGHTS AND REMEDIES PROVIDED FOR IN THIS SECTION 6 ARE
CUMULATIVE AND SHALL BE IN ADDITION TO RIGHTS AND REMEDIES OTHERWISE AVAILABLE
TO THE PARTIES HEREUNDER OR UNDER ANY OTHER AGREEMENT OR APPLICABLE LAW.
6.8
COOPERATION WITH REGARD TO LITIGATION.
EXECUTIVE AGREES TO
COOPERATE REASONABLY WITH THE COMPANY, DURING THE TERM AND THEREAFTER, BY BEING
AVAILABLE TO TESTIFY ON BEHALF OF THE COMPANY IN ANY ACTION, SUIT, OR
PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE.
IN
ADDITION, EXCEPT TO THE EXTENT THAT EXECUTIVE HAS OR INTENDS TO ASSERT IN GOOD
FAITH AN INTEREST OR POSITION ADVERSE TO OR INCONSISTENT WITH THE INTEREST OR
POSITION OF THE COMPANY, EXECUTIVE AGREES TO COOPERATE REASONABLY WITH THE
COMPANY, DURING THE TERM AND THEREAFTER TO ASSIST THE COMPANY IN ANY SUCH
ACTION, SUIT, OR PROCEEDING BY PROVIDING INFORMATION AND MEETING AND CONSULTING
WITH THE BOARD OF DIRECTORS OR ITS REPRESENTATIVES OR COUNSEL, OR
REPRESENTATIVES OR COUNSEL TO THE COMPANY, IN EACH CASE, AS REASONABLY REQUESTED
BY THE COMPANY.
THE COMPANY AGREES TO PAY (OR REIMBURSE, IF ALREADY PAID BY
EXECUTIVE) ALL REASONABLE EXPENSES ACTUALLY INCURRED IN CONNECTION WITH
EXECUTIVE'S COOPERATION AND ASSISTANCE INCLUDING, WITHOUT LIMITATION, REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL, IF ANY, CHOSEN BY EXECUTIVE IF EXECUTIVE
REASONABLY DETERMINES IN GOOD FAITH, ON THE ADVICE OF COUNSEL, THAT THE
COMPANY'S COUNSEL MAY NOT ETHICALLY REPRESENT EXECUTIVE IN CONNECTION WITH SUCH
ACTION, SUIT OR PROCEEDING DUE TO ACTUAL OR POTENTIAL CONFLICTS OF INTERESTS.
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 5(J) AND 6.6, A BREACH OF THIS
SECTION 6.6 OCCURRING MORE THAN SEVEN (7) YEARS AFTER THE TERMINATION DATE SHALL
NOT CONSTITUTE GROUNDS FOR CESSATION OF PAYMENTS AND BENEFITS PURSUANT TO
SECTION 5(J) OR FORFEITURE OF OPTIONS PURSUANT TO SECTION 6.6 (PROVIDED THAT THE
COMPANY MAY PURSUE ANY OTHER AVAILABLE RIGHTS AND REMEDIES WITH RESPECT TO SUCH
BREACH).
6.9
SURVIVAL.
THE PROVISIONS OF THIS SECTION 6 SHALL SURVIVE THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT.
6.10
COMPANY.
FOR PURPOSES OF THIS SECTION 6, REFERENCES TO THE
"COMPANY" SHALL INCLUDE BOTH THE COMPANY AND EACH SUBSIDIARY AND/OR AFFILIATE OF
THE COMPANY.
7.
CODE OF CONDUCT.
EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THE
COMPANY'S "CODE OF BUSINESS CONDUCT FOR DIRECTORS, OFFICERS AND EMPLOYEES (AS
REVISED AND ADOPTED BY THE BOARD OF DIRECTORS, FEBRUARY 23, 2006)" AND AGREES TO
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conduct himself in accordance with it, as it may be amended or supplemented from
time to time, it being understood that any termination of employment of
Executive shall occur pursuant to and in accordance with Section 5 of this
Agreement.
8.
INDEMNIFICATION.
DURING THE TERM OF THIS AGREEMENT AND ALL
PERIODS AFTER THE EXPIRATION OF THIS AGREEMENT OR TERMINATION OF EXECUTIVE'S
EMPLOYMENT FOR ANY REASON, THE COMPANY SHALL INDEMNIFY EXECUTIVE TO THE FULL
EXTENT PERMITTED