HERETO SHALL BE THE SOLE AND
EXCLUSIVE METHOD FOR RESOLVING ANY CLAIM OR DISPUTE ("CLAIM") ARISING OUT OF OR
RELATING TO THE RIGHTS AND OBLIGATIONS ACKNOWLEDGED AND AGREED TO IN THIS
AGREEMENT AND THE EMPLOYMENT OF EXECUTIVE BY THE COMPANY AND ITS SUBSIDIARIES
(INCLUDING, WITHOUT LIMITATION, DISPUTES AND CLAIMS REGARDING EMPLOYMENT
DISCRIMINATION, SEXUAL HARASSMENT, TERMINATION AND DISCHARGE), WHETHER SUCH
CLAIM AROSE OR THE FACTS ON WHICH SUCH CLAIM IS BASED OCCURRED PRIOR TO OR AFTER
THE EXECUTION AND DELIVERY OF ADOPTION OF THIS AGREEMENT.
EXCEPT AS SET FORTH
IN EXHIBIT D HERETO, THE PARTIES AGREE THAT THE RESULT OF ANY ARBITRATION
HEREUNDER SHALL BE FINAL, CONCLUSIVE AND BINDING ON ALL OF THE PARTIES.
NOTHING
IN THIS SECTION 17 SHALL PROHIBIT A PARTY HERETO FROM INSTITUTING LITIGATION TO
ENFORCE ANY FINAL DETERMINATION (AS DEFINED IN EXHIBIT D HERETO).
18.
CORPORATE OPPORTUNITY.
EXECUTIVE SHALL
SUBMIT TO THE BOARD ALL BUSINESS, COMMERCIAL AND INVESTMENT OPPORTUNITIES, OR
OFFERS PRESENTED TO EXECUTIVE OR OF WHICH EXECUTIVE BECOMES AWARE AT ANY TIME
DURING THE EMPLOYMENT PERIOD WHICH RELATE TO THE BUSINESS OF THE COMPANY OR ITS
SUBSIDIARIES ("CORPORATE OPPORTUNITIES").
UNLESS APPROVED BY THE BOARD,
9
EXECUTIVE SHALL NOT ACCEPT OR PURSUE, DIRECTLY OR INDIRECTLY, ANY CORPORATE
OPPORTUNITIES ON EXECUTIVE'S OWN BEHALF.
19.
EXECUTIVE'S COOPERATION.
DURING THE
EMPLOYMENT PERIOD AND THEREAFTER, EXECUTIVE SHALL COOPERATE WITH THE COMPANY AND
ITS SUBSIDIARIES IN ANY INTERNAL INVESTIGATION, ANY ADMINISTRATIVE, REGULATORY
OR JUDICIAL INVESTIGATION OR PROCEEDING OR ANY DISPUTE WITH A THIRD PARTY AS
REASONABLY REQUESTED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, EXECUTIVE
BEING AVAILABLE TO THE COMPANY UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL
INVESTIGATIONS, APPEARING AT THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT
REQUIRING SERVICE OF A SUBPOENA OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE
COMPANY ALL PERTINENT INFORMATION AND TURNING OVER TO THE COMPANY ALL RELEVANT
DOCUMENTS WHICH ARE OR MAY COME INTO EXECUTIVE'S POSSESSION, ALL AT TIMES AND ON
SCHEDULES THAT ARE REASONABLY CONSISTENT WITH EXECUTIVE'S OTHER PERMITTED
ACTIVITIES AND COMMITMENTS).
IN THE EVENT THE COMPANY REQUIRES EXECUTIVE'S
COOPERATION IN ACCORDANCE WITH THIS SECTION 19, THE COMPANY SHALL REIMBURSE
EXECUTIVE SOLELY FOR REASONABLE TRAVEL EXPENSES (INCLUDING LODGING AND MEALS)
UPON SUBMISSION OF RECEIPTS.
20.
409A PROVISIONS.
NOTWITHSTANDING ANY OTHER
PROVISION HEREIN:
(A)
THE PARTIES HERETO INTEND THAT PAYMENTS AND BENEFITS UNDER THIS
AGREEMENT COMPLY WITH OR BE EXEMPT FROM SECTION 409A AND, ACCORDINGLY, TO THE
MAXIMUM EXTENT PERMITTED, THIS AGREEMENT SHALL BE INTERPRETED TO BE IN
COMPLIANCE THEREWITH OR EXEMPT THEREFROM.
IN NO EVENT WHATSOEVER SHALL THE
COMPANY BE LIABLE FOR ANY ADDITIONAL TAX, INTEREST OR PENALTY THAT MAY BE
IMPOSED ON EXECUTIVE BY SECTION 409A OR DAMAGES FOR FAILING TO COMPLY WITH
SECTION 409A.
(B)
FOR ALL PURPOSES OF THIS AGREEMENT, REFERENCES HEREIN TO
"TERMINATION," "TERMINATION OF THE EMPLOYMENT PERIOD," "RESIGNATION" OR OTHER
TERMS OF SIMILAR IMPORT SHALL IN EACH CASE MEAN A "SEPARATION FROM SERVICE"
WITHIN THE MEANING OF SECTION 409A.
(C)
FOR PURPOSES OF SECTION 409A, EXECUTIVE'S RIGHT TO RECEIVE ANY
INSTALLMENT PAYMENT PURSUANT TO THIS AGREEMENT SHALL BE TREATED AS A RIGHT