BENEFITS OF ANY OTHER EXECUTIVE,
EVEN IF SIMILARLY SITUATED.
IN THE COMPANY'S SOLE DISCRETION, SUCH REDUCTIONS
MAY BE APPLIED ON A RETROACTIVE BASIS, WITH SEVERANCE BENEFITS PREVIOUSLY PAID
BEING RECHARACTERIZED AS PAYMENTS PURSUANT TO THE COMPANY'S STATUTORY
OBLIGATION.
7.
MITIGATION.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, EXECUTIVE
SHALL NOT BE REQUIRED TO MITIGATE DAMAGES OR THE AMOUNT OF ANY PAYMENT PROVIDED
UNDER THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, NOR SHALL THE
AMOUNT OF ANY PAYMENT PROVIDED FOR UNDER THIS AGREEMENT BE REDUCED BY ANY
COMPENSATION EARNED BY EXECUTIVE AS A RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER
OR BY ANY RETIREMENT BENEFITS RECEIVED BY EXECUTIVE AFTER THE TERMINATION DATE
WHERE EXECUTIVE'S TERMINATION.
8.
SUCCESSORS.
(A)
COMPANY'S SUCCESSORS.
ANY SUCCESSOR TO THE COMPANY (WHETHER DIRECT OR
INDIRECT AND WHETHER BY PURCHASE, LEASE, MERGER, CONSOLIDATION, LIQUIDATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS AND/OR ASSETS
SHALL ASSUME THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT AND AGREE EXPRESSLY
TO PERFORM THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT IN THE SAME MANNER AND
TO THE SAME EXTENT AS THE COMPANY WOULD BE REQUIRED TO PERFORM SUCH OBLIGATIONS
IN THE ABSENCE OF A SUCCESSION.
FOR ALL PURPOSES UNDER THIS AGREEMENT, THE TERM
"COMPANY" SHALL INCLUDE ANY SUCCESSOR TO THE COMPANY'S BUSINESS AND/OR ASSETS
WHICH EXECUTES AND DELIVERS THE ASSUMPTION AGREEMENT DESCRIBED IN THIS
SUBSECTION (A) OR WHICH BECOMES BOUND BY THE TERMS OF THIS AGREEMENT BY
OPERATION OF LAW.
(B)
EXECUTIVE'S SUCCESSORS.
WITHOUT THE WRITTEN CONSENT OF THE COMPANY,
EXECUTIVE SHALL NOT ASSIGN OR TRANSFER THIS AGREEMENT OR ANY RIGHT OR OBLIGATION
UNDER THIS AGREEMENT TO ANY OTHER PERSON OR ENTITY. NOTWITHSTANDING THE
FOREGOING, THE TERMS OF THIS AGREEMENT AND ALL RIGHTS OF EXECUTIVE HEREUNDER
SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, EXECUTIVE'S PERSONAL OR
LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
9.
NOTICES.
(A)
GENERAL.
NOTICES AND ALL OTHER COMMUNICATIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN
PERSONALLY DELIVERED OR WHEN MAILED BY U.S. REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED AND POSTAGE PREPAID.
IN THE CASE OF THE EXECUTIVE, MAILED
NOTICES SHALL BE ADDRESSED TO HIM AT THE HOME ADDRESS WHICH HE MOST RECENTLY
COMMUNICATED TO THE COMPANY IN WRITING.
IN THE CASE OF THE COMPANY, MAILED
NOTICES SHALL
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BE ADDRESSED TO ITS CORPORATE HEADQUARTERS, AND ALL NOTICES SHALL BE DIRECTED TO
THE ATTENTION OF ITS SECRETARY.
(B)
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY FOR CAUSE OR BY THE
EXECUTIVE AS A RESULT OF A VOLUNTARY RESIGNATION OR AN INVOLUNTARY TERMINATION
SHALL BE COMMUNICATED BY A NOTICE OF TERMINATION TO THE OTHER PARTY HERETO GIVEN
IN ACCORDANCE WITH THIS SECTION.
SUCH NOTICE SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON, SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION UNDER THE PROVISION SO INDICATED, AND SHALL SPECIFY THE TERMINATION
DATE (WHICH SHALL BE NOT MORE THAN 30 DAYS