PARTICULAR ITEM
OF PAYMENT AND/OR BENEFIT PURSUANT TO SUCH OTHER AGREEMENT OR PLAN, IN LIEU OF
RECEIVING THAT PARTICULAR ITEM PURSUANT TO THIS AGREEMENT.
THE COMPANY'S
OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED BY ANY SET-OFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE OR OTHER CLAIM, RIGHT OR ACTION WHICH THE COMPANY 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 AND BENEFITS PROVIDED TO EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS
AGREEMENT AND, EXCEPT AS PROVIDED IN SECTION 3(B), SUCH AMOUNTS SHALL NOT BE
REDUCED WHETHER OR NOT EXECUTIVE OBTAINS OTHER EMPLOYMENT.
THE PARTIES AGREE
THAT ANY CONTROVERSY OR CLAIM OF EITHER PARTY HERETO ARISING OUT OF OR IN ANY
WAY RELATING TO THIS AGREEMENT, OR BREACH THEREOF, SHALL BE SETTLED BY FINAL AND
BINDING ARBITRATION IN JACKSONVILLE, FLORIDA BY THREE ARBITRATORS IN ACCORDANCE
WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION APPLICABLE TO THE
RESOLUTION OF EMPLOYMENT DISPUTES, AND THAT JUDGMENT UPON ANY AWARD RENDERED MAY
BE ENTERED BY THE PREVAILING PARTY IN ANY COURT HAVING JURISDICTION THEREOF.
THE COMPANY SHALL BEAR ALL COSTS AND EXPENSES ARISING IN CONNECTION WITH ANY
ARBITRATION PROCEEDING PURSUANT TO THIS SECTION.
13
11.
SCOPE OF AGREEMENT.
NOTHING IN THIS AGREEMENT
SHALL BE DEEMED TO ENTITLE EXECUTIVE TO CONTINUED EMPLOYMENT WITH THE COMPANY OR
ITS SUBSIDIARIES, AND IF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR ITS
SUBSIDIARIES SHALL TERMINATE PRIOR TO A CHANGE IN CONTROL, EXECUTIVE SHALL HAVE
NO FURTHER RIGHTS UNDER THIS AGREEMENT (EXCEPT AS OTHERWISE PROVIDED HEREUNDER);
PROVIDED, HOWEVER, THAT ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY OR ITS SUBSIDIARIES DURING THE TERMINATION PERIOD SHALL BE SUBJECT TO
ALL OF THE PROVISIONS OF THIS AGREEMENT.
12.
SUCCESSORS; BINDING AGREEMENT.
(A)
THIS AGREEMENT SHALL NOT BE TERMINATED BY ANY CHANGE IN CONTROL OR
OTHER MERGER, CONSOLIDATION, STATUTORY SHARE EXCHANGE, SALE OF SUBSTANTIALLY ALL
THE ASSETS OR SIMILAR FORM OF CORPORATE TRANSACTION INVOLVING THE COMPANY (A
"BUSINESS COMBINATION").
IN THE EVENT OF ANY BUSINESS COMBINATION, THE
PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON THE SURVIVING CORPORATION,
AND SUCH SURVIVING CORPORATION SHALL BE TREATED AS THE COMPANY HEREUNDER.
(B)
THE COMPANY AGREES THAT IN CONNECTION WITH ANY BUSINESS
COMBINATION, IT WILL CAUSE ANY SUCCESSOR ENTITY TO THE COMPANY UNCONDITIONALLY
TO ASSUME (AND FOR ANY PARENT ENTITY IN SUCH BUSINESS COMBINATION TO GUARANTEE),
BY WRITTEN INSTRUMENT DELIVERED TO EXECUTIVE (OR EXECUTIVE'S BENEFICIARY OR
ESTATE), ALL OF THE OBLIGATIONS OF THE COMPANY HEREUNDER.
(C)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
IF EXECUTIVE SHALL DIE
WHILE ANY AMOUNTS WOULD BE PAYABLE TO EXECUTIVE HEREUNDER HAD EXECUTIVE
CONTINUED TO LIVE, ALL 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