MADE ON THE FIRST BUSINESS DAY FOLLOWING
THE EXPIRATION OF THE SIX-MONTH PERIOD REFERRED TO IN THE PRIOR SENTENCE OR THE
DATE OF THE EXECUTIVE'S DEATH, AS APPLICABLE.
16.
ATTORNEY FEES. THE COMPANY SHALL PAY THE EXECUTIVE'S REASONABLE
LEGAL FEES OF PROSKAUER ROSE LLP AND OUT-OF-POCKET EXPENSES INCURRED IN
CONNECTION WITH THE NEGOTIATION AND DRAFTING OF THIS EMPLOYMENT AGREEMENT AND
ANY EQUITY AWARD AGREEMENTS, AND OTHER REASONABLE LEGAL FEES AND OUT-OF-POCKET
EXPENSES OF PROSKAUER ROSE LLP RELATED TO THE SALE OF THE COMPANY TO BE
CONSUMMATED ON OR ABOUT THE DATE HEREOF, SUBJECT, IN EACH CASE, TO AND WITHIN
TEN (10) DAYS AFTER HIS WRITTEN REQUEST FOR SUCH PAYMENT ACCOMPANIED BY
REASONABLY SATISFACTORY EVIDENCE THAT SUCH FEES AND EXPENSES WERE ACTUALLY
INCURRED IN CONNECTION THEREWITH. IF A COURT OF COMPETENT JURISDICTION
DETERMINES THAT THIS EMPLOYMENT AGREEMENT WAS BREACHED BY THE COMPANY, THE
EXECUTIVE SHALL BE ENTITLED TO RECOVER ANY AND ALL OUT-OF-POCKET COSTS AND
EXPENSES, INCLUDING REASONABLE LEGAL FEES, INCURRED IN ENFORCING THIS EMPLOYMENT
AGREEMENT AGAINST THE COMPANY, SUBJECT TO AND WITHIN TEN (10) DAYS AFTER HIS
REQUEST FOR REIMBURSEMENT ACCOMPANIED BY REASONABLY SATISFACTORY EVIDENCE THAT
THE COSTS AND EXPENSES WERE INCURRED IN CONNECTION THEREWITH.
10
17.
INDEMNIFICATION. THE COMPANY SHALL INDEMNIFY THE EXECUTIVE
(INCLUDING, FOR THE AVOIDANCE OF DOUBT, ADVANCEMENT OF LEGAL EXPENSES) TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN THE EVENT HE WAS OR IS A PARTY OR
IS THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING OR COMPLETED ACTION,
SUIT OR PROCEEDING, OR IN THE EVENT A CLAIM OR DEMAND FOR INFORMATION IS MADE OR
THREATENED TO BE MADE AGAINST HIM, IN EACH CASE BY REASON OF THE FACT THAT HE IS
OR WAS A DIRECTOR, OFFICER, EMPLOYEE, FIDUCIARY OR AGENT OF THE COMPANY OR, AT
THE REQUEST OF THE COMPANY, ANY OTHER ENTITY OR BENEFIT PLAN (EXCEPT WITH
RESPECT TO THE EXECUTIVE'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT). SUCH
OBLIGATION SHALL CONTINUE AFTER ANY TERMINATION OF EMPLOYMENT OR DIRECTORSHIP
WITH REGARD TO ACTIONS OR INACTIONS PRIOR THERETO, AND SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT. THE EXECUTIVE SHALL BE COVERED BY THE COMPANY'S
DIRECTORS AND OFFICERS INSURANCE POLICY UPON TERMS AND CONDITIONS NO LESS
FAVORABLE THAN THE TERMS PROVIDED BY THE COMPANY TO ANY MEMBER OF THE BOARD OR
OTHER SENIOR EXECUTIVE OF THE COMPANY.
18.
SUCCESSORS ASSIGNS AMENDMENT; NOTICE. THIS EMPLOYMENT AGREEMENT
WILL BE BINDING UPON AND WILL INURE TO THE BENEFIT OF THE COMPANY AND WILL NOT
BE ASSIGNED BY THE COMPANY WITHOUT THE EXECUTIVE'S PRIOR WRITTEN CONSENT. THIS
EMPLOYMENT AGREEMENT WILL BE BINDING UPON THE EXECUTIVE AND WILL INURE TO THE
BENEFIT OF THE EXECUTIVE'S HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL
REPRESENTATIVES, BUT WILL NOT BE ASSIGNABLE BY THE EXECUTIVE. THIS EMPLOYMENT
AGREEMENT MAY BE AMENDED OR ALTERED ONLY BY THE WRITTEN AGREEMENT OF THE COMPANY
AND THE EXECUTIVE. ALL NOTICES OR OTHER COMMUNICATIONS PERMITTED OR REQUIRED
UNDER THIS EMPLOYMENT AGREEMENT WILL BE IN WRITING AND WILL BE DEEMED TO HAVE
BEEN DULY GIVEN IF DELIVERED BY HAND, BY