SURVIVING OR
RESULTING CORPORATION OR AS A RESULT OF ANY TRANSFER OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF UT.
IN THE EVENT OF ANY SUCH MERGER, CONSOLIDATION, OR
TRANSFER OF ASSETS, THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON THE
SURVIVING OR RESULTING CORPORATION OR THE PERSON OR ENTITY TO WHICH SUCH ASSETS
ARE TRANSFERRED.
17
(B)
UT AGREES THAT CONCURRENTLY WITH ANY MERGER,
CONSOLIDATION OR TRANSFER OF ASSETS REFERRED TO IN THIS SECTION 8.8, IT WILL
CAUSE ANY SUCCESSOR OR TRANSFEREE UNCONDITIONALLY TO ASSUME, BY WRITTEN
INSTRUMENT DELIVERED TO EXECUTIVE (OR HIS BENEFICIARY OR ESTATE), ALL OF THE
OBLIGATIONS OF UT HEREUNDER.
FAILURE OF UT TO OBTAIN SUCH ASSUMPTION PRIOR TO
THE EFFECTIVENESS OF ANY SUCH MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS SHALL
BE BREACH OF THIS AGREEMENT AND SHALL CONSTITUTE GOOD REASON HEREUNDER AND SHALL
ENTITLE EXECUTIVE TO COMPENSATION AND OTHER BENEFITS FROM UT IN THE SAME AMOUNT
AND ON THE SAME TERMS AS EXECUTIVE WOULD BE ENTITLED HEREUNDER IF EXECUTIVE'S
EMPLOYMENT WERE TERMINATED OTHER THAN BY REASON OF A NONQUALIFYING TERMINATION.
FOR PURPOSES OF IMPLEMENTING THE FOREGOING, THE DATE ON WHICH ANY SUCH MERGER,
CONSOLIDATION OR TRANSFER BECOMES EFFECTIVE SHALL BE DEEMED THE DATE GOOD REASON
OCCURS AND SHALL BE THE DATE OF TERMINATION IF REQUESTED BY EXECUTIVE.
(C)
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATOR, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISES AND
LEGATEES.
IF EXECUTIVE SHALL DIE WHILE ANY AMOUNTS WOULD BE PAYABLE TO
EXECUTIVE HEREUNDER HAD EXECUTIVE CONTINUED TO LIVE, ANY SUCH AMOUNTS, UNLESS
OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT TO SUCH PERSON OR PERSONS APPOINTED IN WRITING BY EXECUTIVE TO RECEIVE
SUCH AMOUNTS OR, IF NO PERSON IS SO APPOINTED, TO EXECUTIVE'S ESTATE.
8.9.
OBLIGATION TO MAKE PAYMENTS.
(A)
UT'S OBLIGATION TO MAKE ANY 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 WHICH UT AND/OR ITS AFFILIATES MAY HAVE
AGAINST EXECUTIVE OR OTHERS.
IN NO EVENT SHALL EXECUTIVE BE OBLIGATED TO SEEK
OTHER EMPLOYMENT OR TAKE OTHER ACTION BY WAY OF MITIGATION OF THE AMOUNTS
PAYABLE TO EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT, AND SUCH
AMOUNTS SHALL NOT BE REDUCED WHETHER OR NOT EXECUTIVE OBTAINS OTHER EMPLOYMENT.
(B)
IF THERE SHALL BE ANY DISPUTE BETWEEN UT AND
EXECUTIVE IN THE EVENT OF ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT THEN, UNTIL
THERE IS A FINAL, NONAPPEALABLE DETERMINATION PURSUANT TO ARBITRATION DECLARING
THAT SUCH TERMINATION WAS FOR CAUSE, THAT THE DETERMINATION BY EXECUTIVE OF THE
EXISTENCE OF GOOD REASON WAS NOT MADE IN GOOD FAITH, OR THAT UT IS NOT OTHERWISE
OBLIGATED TO PAY ANY AMOUNT OR PROVIDE ANY BENEFIT TO EXECUTIVE AND HER
DEPENDENTS OR OTHER BENEFICIARIES, AS THE CASE MAY BE, UNDER ARTICLE 4, UT SHALL
PAY ALL AMOUNTS, AND PROVIDE ALL BENEFITS, TO EXECUTIVE AND HER DEPENDENTS OR