FORTH IN THIS AGREEMENT
ARE FOR CONVENIENCE ONLY AND SHALL NOT BE CONSIDERED AS PART OF THIS AGREEMENT
IN ANY RESPECT NOR SHALL THEY IN ANY WAY AFFECT THE SUBSTANCE OF ANY PROVISIONS
CONTAINED IN THIS AGREEMENT.
18.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY
EMPLOYEE. ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE RESPECTIVE HEIRS AND
PERSONAL REPRESENTATIVES OF EMPLOYEE AND THE SUCCESSORS AND ASSIGNS OF EMPLOYER.
19.
SEVERABILITY. IF, AT ANY TIME SUBSEQUENT TO THE DATE HEREOF, ANY
PROVISION OF THIS AGREEMENT SHALL BE HELD BY ANY COURT OF COMPETENT JURISDICTION
TO BE ILLEGAL, VOID OR UNENFORCEABLE, SUCH PROVISION SHALL BE OF NO FORCE AND
EFFECT, BUT THE ILLEGALITY OR UNENFORCEABILITY OF SUCH PROVISION SHALL HAVE NO
EFFECT UPON AND SHALL NOT IMPAIR THE ENFORCEABILITY OF ANY OTHER PROVISIONS OF
THIS AGREEMENT.
20.
INDEMNIFICATION. EMPLOYER SHALL INDEMNIFY EMPLOYEE TO THE FULLEST
EXTENT PROVIDED FOR BY THE INDEMNIFICATION STATUTES OF THE GENERAL CORPORATE LAW
OF DELAWARE, 8 DEL. C. § 145 (2002) (THE "INDEMNIFICATION SECTION") AND, IN
ADDITION, IN ACCORDANCE WITH ANY OTHER RIGHTS SUCH PERSONS MAY HAVE UNDER A
RESOLUTION OF THE STOCKHOLDERS OF THE CORPORATION, A RESOLUTION OF ITS BOARD OF
DIRECTORS OR UNDER EMPLOYER'S CERTIFICATE OF INCORPORATION OR BY-LAWS, AS
AMENDED AND RESTATED FROM TIME TO TIME, OR PURSUANT TO ANY INSURANCE POLICY, ANY
AGREEMENT OR OTHERWISE. DURING THE TERM OF THIS AGREEMENT, EMPLOYER SHALL
CONTINUE TO MAINTAIN IN FULL FORCE AND EFFECT DIRECTORS AND OFFICERS LIABILITY
INSURANCE IN AMOUNTS DEEMED REASONABLE BY THE BOARD OF DIRECTORS, PROVIDED THAT
SUCH COVERAGE REMAINS AVAILABLE AT PREMIUM COSTS DEEMED REASONABLE BY THE BOARD
OF DIRECTORS.
21.
SECURITIES LAW FILINGS. EMPLOYER SHALL REIMBURSE EMPLOYEE FOR THE
REASONABLE EXPENSES, INCLUDING ATTORNEYS FEES, ASSOCIATED WITH THE FILINGS
EMPLOYEE IS REQUIRED TO MAKE WITH THE SECURITIES AND EXCHANGE COMMISSION FROM
TIME TO TIME IN CONNECTION WITH HIS PURCHASE, SALE
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AND HOLDING OF EMPLOYER'S STOCK IN THE PUBLIC TRADING MARKET, BUT ONLY IF
EMPLOYER DOES NOT OFFER TO HAVE ITS ATTORNEYS PREPARE SUCH FILINGS FOR EMPLOYEE.
22.
SURVIVAL. FOR THE AVOIDANCE OF DOUBT, IT IS UNDERSTOOD THAT THE
PROVISIONS OF SECTIONS 6, 7, 8, 9, 10(A), (C) AND (D) AND 11 THROUGH 22 (OTHER
THAN THE SECOND SENTENCE OF SECTION 20) SHALL REMAIN IN EFFECT FOLLOWING AND
SURVIVE THE TERMINATION OF THIS AGREEMENT AND EMPLOYEE'S EMPLOYMENT HEREUNDER.
IN WITNESS WHEREOF, the parties hereto have duly executed this Employment
Agreement as of the day and year first above written.
UNITED INDUSTRIAL CORPORATION
By:
/s/ Anna-Maria G. Palmer
Name:
Anna-Maria G. Palmer
Title:
Vice President Human Resources
/s/ Frederick M. Strader
Frederick M. Strader
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