FAILURE BY COMPANY AND BANK TO OBTAIN SUCH ASSUMPTION AND AGREEMENT PRIOR TO THE
EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL CONSTITUTE A BREACH OF THIS AGREEMENT
AND THE PROVISIONS OF SECTION 6 OF THIS AGREEMENT SHALL APPLY.
AS USED IN THIS
AGREEMENT, "COMPANY" AND "BANK" SHALL MEAN COMPANY AND BANK AS DEFINED
PREVIOUSLY AND ANY SUCCESSOR TO THEIR RESPECTIVE BUSINESSES AND/OR ASSETS AS
AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF LAW
OR OTHERWISE.
8
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, HEIRS,
DISTRIBUTEES, DEVISEES, AND LEGATEES.
IF EXECUTIVE SHOULD DIE FOLLOWING
TERMINATION OF EXECUTIVE'S EMPLOYMENT, AND ANY AMOUNTS WOULD BE PAYABLE TO
EXECUTIVE UNDER THIS AGREEMENT IF EXECUTIVE HAD CONTINUED TO LIVE, ALL SUCH
AMOUNTS SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO
EXECUTIVE'S DEVISEE, LEGATEE, OR OTHER DESIGNEE, OR, IF THERE IS NO SUCH
DESIGNEE, TO EXECUTIVE'S ESTATE.
15.
ARBITRATION.
COMPANY, BANK AND EXECUTIVE RECOGNIZE THAT, IN THE EVENT A
DISPUTE SHOULD ARISE BETWEEN THEM CONCERNING THE INTERPRETATION OR
IMPLEMENTATION OF THIS AGREEMENT, LENGTHY AND EXPENSIVE LITIGATION WILL NOT
AFFORD A PRACTICAL RESOLUTION OF THE ISSUES WITHIN A REASONABLE PERIOD OF TIME.
CONSEQUENTLY, EACH PARTY AGREES THAT ALL DISPUTES, DISAGREEMENTS AND QUESTIONS
OF INTERPRETATION CONCERNING THIS AGREEMENT ARE TO BE SUBMITTED FOR RESOLUTION,
IN READING, PENNSYLVANIA, TO THE AMERICAN ARBITRATION ASSOCIATION (THE
"ASSOCIATION") IN ACCORDANCE WITH THE ASSOCIATION'S NATIONAL RULES FOR THE
RESOLUTION OF EMPLOYMENT DISPUTES OR OTHER APPLICABLE RULES THEN IN EFFECT
("RULES").
COMPANY AND BANK OR EXECUTIVE MAY INITIATE AN ARBITRATION PROCEEDING
AT ANY TIME BY GIVING NOTICE TO THE OTHER IN ACCORDANCE WITH THE RULES.
COMPANY
AND BANK AND EXECUTIVE, MAY, AS A MATTER OF RIGHT, MUTUALLY AGREE ON THE
APPOINTMENT OF A PARTICULAR ARBITRATOR FROM THE ASSOCIATION'S POOL.
THE
ARBITRATOR SHALL NOT BE BOUND BY THE RULES OF EVIDENCE AND PROCEDURE OF THE
COURTS OF THE COMMONWEALTH OF PENNSYLVANIA BUT SHALL BE BOUND BY THE SUBSTANTIVE
LAW APPLICABLE TO THIS AGREEMENT.
THE DECISION OF THE ARBITRATOR, ABSENT FRAUD,
DURESS, INCOMPETENCE OR GROSS AND OBVIOUS ERROR OF FACT, SHALL BE FINAL AND
BINDING UPON THE PARTIES AND SHALL BE ENFORCEABLE IN COURTS OF PROPER
JURISDICTION.
FOLLOWING WRITTEN NOTICE OF A REQUEST FOR ARBITRATION, COMPANY,
BANK AND EXECUTIVE SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING ALL FURTHER
PROCEEDINGS IN ANY PENDING OR SUBSEQUENTLY FILED LITIGATION CONCERNING THIS
AGREEMENT, EXCEPT AS OTHERWISE PROVIDED HEREIN.
16.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
17.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC, INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.
18.
HEADINGS.
THE SECTION HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY
AND SHALL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OR LIMIT THE SCOPE