PAYMENT.
6.
TERM.
THIS AGREEMENT SHALL TAKE EFFECT
ON THE DATE FIRST SET FORTH ABOVE AND SHALL TERMINATE UPON THE EARLIER OF (A)
THE TERMINATION BY THE COMPANY OF THE EMPLOYMENT OF THE EXECUTIVE FOR CAUSE OR
THE FAILURE BY THE EXECUTIVE TO PERFORM HIS FULL-TIME DUTIES WITH THE COMPANY BY
REASON OF HIS DEATH OR DISABILITY, (B) THE RESIGNATION OR TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT FOR ANY REASON PRIOR TO A CHANGE IN CONTROL, OR (C) THE
DATE WHICH IS 12 MONTHS AFTER A CHANGE IN CONTROL IF THE EXECUTIVE IS STILL
EMPLOYED BY THE COMPANY, PROVIDED THAT THE PROVISIONS OF SECTION 10 SHALL
SURVIVE TERMINATION OF THIS AGREEMENT FOR A PERIOD OF THREE YEARS.
7.
WITHHOLDING.
ALL PAYMENTS MADE BY THE
COMPANY UNDER THIS AGREEMENT SHALL BE NET OF ANY TAX OR OTHER AMOUNTS REQUIRED
TO BE WITHHELD BY THE COMPANY UNDER APPLICABLE LAW.
8.
NOTICE AND DATE OF TERMINATION.
(A)
NOTICE OF TERMINATION.
AFTER A CHANGE IN
CONTROL AND DURING THE TERM OF THIS AGREEMENT, ANY PURPORTED TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH) SHALL BE COMMUNICATED BY
WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO THE OTHER PARTY HERETO IN
ACCORDANCE WITH THIS SECTION 8.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF
TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION
PROVISION IN THIS AGREEMENT RELIED UPON AND THE DATE OF TERMINATION.
(B)
DATE OF TERMINATION.
"DATE OF TERMINATION,"
WITH RESPECT TO ANY PURPORTED TERMINATION OF THE EXECUTIVE'S EMPLOYMENT AFTER A
CHANGE IN CONTROL AND DURING THE TERM OF THIS AGREEMENT, SHALL MEAN THE DATE
SPECIFIED IN THE NOTICE OF TERMINATION.
IN THE CASE OF A TERMINATION BY THE
COMPANY OTHER THAN A TERMINATION FOR CAUSE (WHICH MAY BE EFFECTIVE IMMEDIATELY),
THE DATE OF TERMINATION SHALL NOT BE LESS THAN 30 DAYS AFTER THE NOTICE OF
TERMINATION IS GIVEN.
IN THE CASE OF A TERMINATION BY THE EXECUTIVE, THE DATE
OF TERMINATION SHALL NOT BE LESS THAN 30 DAYS FROM THE DATE SUCH NOTICE OF
TERMINATION IS GIVEN.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE
EXECUTIVE GIVES A NOTICE OF TERMINATION TO THE COMPANY, THE COMPANY MAY
UNILATERALLY ACCELERATE THE DATE OF TERMINATION AND SUCH ACCELERATION SHALL NOT
RESULT IN A TERMINATION BY THE COMPANY FOR PURPOSES OF THIS AGREEMENT.
9.
NO MITIGATION.
THE COMPANY AGREES
THAT, IF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY IS TERMINATED DURING THE TERM
OF THIS AGREEMENT, THE EXECUTIVE IS NOT REQUIRED TO SEEK OTHER EMPLOYMENT OR TO
ATTEMPT IN ANY WAY TO REDUCE ANY AMOUNTS PAYABLE TO THE EXECUTIVE BY THE COMPANY
PURSUANT TO SECTION 4 HEREOF.
FURTHER, THE AMOUNT OF ANY PAYMENT PROVIDED FOR
IN THIS AGREEMENT SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED BY THE
EXECUTIVE AS THE RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER, BY RETIREMENT
BENEFITS, BY OFFSET AGAINST ANY AMOUNT CLAIMED TO BE OWED BY THE EXECUTIVE TO
THE COMPANY OR OTHERWISE.
10.
ARBITRATION OF DISPUTES.
ANY CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATING TO