OTHER MANNER PROVIDED BY LAW. SUBJECT TO SECTION 11(B) OF
THIS AGREEMENT, THE COMPANY SHALL BEAR ALL COSTS AND EXPENSES ARISING IN
CONNECTION WITH ANY ARBITRATION PROCEEDING PURSUANT TO THIS SECTION 11.
NOTWITHSTANDING ANY PROVISION IN THIS SECTION 11, EXECUTIVE SHALL BE ENTITLED TO
SEEK SPECIFIC PERFORMANCE OF EXECUTIVE'S RIGHT TO BE PAID DURING THE PENDENCY OF
ANY DISPUTE OR CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
(D)
INTEREST ON UNPAID AMOUNTS.
ANY AMOUNT
WHICH HAS BECOME PAYABLE PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY DECISION
BY ARBITRATORS OR JUDGMENT BY A COURT OF LAW PURSUANT TO THIS SECTION 11 BUT
WHICH HAS NOT BEEN TIMELY PAID SHALL BEAR INTEREST AT THE PRIME RATE IN EFFECT
AT THE TIME SUCH AMOUNT FIRST BECOMES PAYABLE, AS QUOTED BY THE COMPANY'S
PRINCIPAL BANK.
12.
MISCELLANEOUS.
(A)
INTEGRATION.
THIS AGREEMENT CANCELS AND
SUPERSEDES ANY AND ALL PRIOR EMPLOYMENT AGREEMENTS AND UNDERSTANDINGS BETWEEN
THE PARTIES HERETO WITH RESPECT TO THE EMPLOYMENT OF EXECUTIVE BY THE COMPANY,
ANY PARENT OR PREDECESSOR COMPANY, AND THE COMPANY'S SUBSIDIARIES DURING THE
TERM, EXCEPT FOR CONTRACTS RELATING TO COMPENSATION UNDER EXECUTIVE COMPENSATION
AND EMPLOYEE BENEFIT PLANS OF THE COMPANY AND ITS SUBSIDIARIES. THE FOREGOING
NOTWITHSTANDING, IN THE EVENT OF ANY CONFLICT OR AMBIGUITY BETWEEN THIS
AGREEMENT AND
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THE EMPLOYEE PROTECTION PLAN AS APPLICABLE TO EXECUTIVE OR THE CHANGE-IN-CONTROL
AGREEMENT EXECUTED BY EXECUTIVE AND THE COMPANY OR THE EXPP, THE PROVISIONS OF
THIS AGREEMENT SHALL GOVERN EXCEPT THAT EXECUTIVE SHALL REMAIN ENTITLED TO ANY
RIGHT OR BENEFIT UNDER THE EMPLOYEE PROTECTION PLAN OR THE CHANGE-IN-CONTROL
AGREEMENT OR THE EXPP FOR SO LONG AS SUCH PLAN OR AGREEMENT REMAINS IN EFFECT,
IF AND TO THE EXTENT THAT SUCH RIGHT OR BENEFIT IS MORE FAVORABLE TO EXECUTIVE
THAN A CORRESPONDING PROVISION OF THIS AGREEMENT; BUT NO PAYMENT OR BENEFIT
UNDER THE EMPLOYEE PROTECTION PLAN OR CHANGE-IN-CONTROL AGREEMENT OR THE EXPP
SHALL BE MADE OR EXTENDED WHICH DUPLICATES ANY PAYMENT OR BENEFIT HEREUNDER. IF
AND TO THE EXTENT THAT THIS AGREEMENT MAY PROVIDE ENHANCED BENEFITS TO EXECUTIVE
UNDER THE EXPP WHICH BENEFITS ARE NOT EXPLICITLY PROVIDED FOR UNDER THE EXPP,
THE EXPP SHALL BE DEEMED AMENDED BY THIS AGREEMENT (BUT ONLY INSOFAR AS IT
PERTAINS TO EXECUTIVE). THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG
THE PARTIES WITH RESPECT TO THE MATTERS HEREIN PROVIDED, AND NO MODIFICATION OR
WAIVER OF ANY PROVISION HEREOF SHALL BE EFFECTIVE UNLESS IN WRITING AND SIGNED
BY THE PARTIES HERETO. EXECUTIVE SHALL NOT BE ENTITLED TO ANY PAYMENT OR BENEFIT
UNDER THIS AGREEMENT WHICH DUPLICATES A PAYMENT OR BENEFIT RECEIVED OR
RECEIVABLE BY EXECUTIVE UNDER ANY PRIOR AGREEMENTS AND UNDERSTANDINGS OR UNDER
ANY BENEFIT OR COMPENSATION PLAN OF THE COMPANY WHICH ARE IN EFFECT.
(B)
SUCCESSORS; TRANSFERABILITY.
THE COMPANY
SHALL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER,
CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR
ASSETS OF THE COMPANY TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN
THE SAME MANNER AND TO THE SAME