WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
EXECUTIVE'S RESIGNATION UNDER THIS AGREEMENT WITH OR WITHOUT GOOD REASON, SHALL
IN NO WAY AFFECT THE EXECUTIVE'S ABILITY TO TERMINATE EMPLOYMENT BY REASON OF
THE EXECUTIVE'S "RETIREMENT" UNDER, OR TO BE ELIGIBLE TO RECEIVE BENEFITS UNDER,
ANY COMPENSATION AND BENEFITS PLANS, PROGRAMS OR ARRANGEMENTS OF THE COMPANY OR
THE AFFILIATED COMPANIES, INCLUDING WITHOUT LIMITATION ANY RETIREMENT OR PENSION
PLANS OR ARRANGEMENTS OR SUBSTITUTE PLANS ADOPTED BY THE COMPANY, THE AFFILIATED
COMPANIES OR THEIR RESPECTIVE SUCCESSORS, AND ANY TERMINATION WHICH OTHERWISE
QUALIFIES AS GOOD REASON SHALL BE TREATED AS SUCH EVEN IF IT IS ALSO A
"RETIREMENT" FOR PURPOSES OF ANY SUCH PLAN.
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, UNLESS OTHERWISE SPECIFICALLY PROVIDED THEREIN IN A SPECIFIC
REFERENCE TO THIS AGREEMENT.
[FOR CEO AGREEMENT ONLY: NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE BENEFITS PROVIDED IN
THE SUPPLEMENTAL PENSION AND RETIREE MEDICAL AGREEMENT DATED AS OF THE 29TH DAY
OF MAY 1998 BY AND BETWEEN THE COMPANY AND THE EXECUTIVE (THE "SUPPLEMENTAL
AGREEMENT") BE CONSIDERED SEVERANCE PAY OR BENEFITS UNDER ANY SEVERANCE PLAN,
PROGRAM OR POLICY OF THE COMPANY FOR PURPOSES OF THE IMMEDIATELY PRECEDING
SENTENCE, AND NOTHING IN THIS AGREEMENT SHALL LIMIT THE EFFECTIVENESS OF THE
SUPPLEMENTAL AGREEMENT.]
SECTION 7.
FULL SETTLEMENT;
LEGAL FEES.
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 EXCEPT AS SPECIFICALLY PROVIDED IN
SECTION 5(A)(2), SUCH AMOUNTS SHALL NOT BE REDUCED WHETHER OR NOT THE EXECUTIVE
OBTAINS OTHER EMPLOYMENT.
THE COMPANY AGREES TO PAY AS INCURRED (WITHIN 10 DAYS
FOLLOWING THE COMPANY'S RECEIPT OF AN INVOICE FROM THE EXECUTIVE), AT ANY TIME
FROM THE CHANGE OF CONTROL THROUGH THE EXECUTIVE'S REMAINING LIFETIME (OR, IF
LONGER, THROUGH THE 20TH ANNIVERSARY OF THE CHANGE OF CONTROL) 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 OF THIS AGREEMENT OR ANY GUARANTEE OF PERFORMANCE
THEREOF (INCLUDING AS A RESULT OF ANY CONTEST BY THE EXECUTIVE ABOUT THE AMOUNT
OF
12
ANY PAYMENT PURSUANT TO THIS AGREEMENT), PLUS, IN EACH CASE, INTEREST DETERMINED
AS OF THE DATE SUCH LEGAL FEES AND EXPENSES WERE INCURRED; PROVIDED, THAT THE