RECEIVE BENEFITS UNDER SECTION 4 (OR THE AMOUNT OR NATURE OF
THE BENEFITS TO WHICH HE IS ENTITLED TO RECEIVE) ARE THE SUBJECT OF A DISPUTE
BETWEEN THE COMPANY AND THE EXECUTIVE, THE COMPANY SHALL CONTINUE (A) TO PAY TO
THE EXECUTIVE THE EXECUTIVE'S BASE SALARY IN EFFECT AS OF THE MEASUREMENT DATE
AND (B) TO PROVIDE BENEFITS TO THE EXECUTIVE AND THE EXECUTIVE'S FAMILY AT LEAST
EQUAL TO THOSE WHICH WOULD HAVE BEEN PROVIDED TO THEM, IF THE EXECUTIVE'S
EMPLOYMENT HAD NOT BEEN TERMINATED, IN ACCORDANCE WITH THE APPLICABLE BENEFIT
PLANS IN EFFECT ON THE MEASUREMENT DATE, UNTIL SUCH DISPUTE IS RESOLVED.
FOLLOWING THE RESOLUTION OF SUCH DISPUTE, THE SUM OF THE PAYMENTS MADE TO THE
EXECUTIVE UNDER CLAUSE (A) OF THIS SECTION 5.3 SHALL BE DEDUCTED
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FROM ANY CASH PAYMENT WHICH THE EXECUTIVE IS ENTITLED TO RECEIVE PURSUANT TO
SECTION 4; AND IF SUCH SUM EXCEEDS THE AMOUNT OF THE CASH PAYMENT WHICH THE
EXECUTIVE IS ENTITLED TO RECEIVE PURSUANT TO SECTION 4, THE EXCESS OF SUCH SUM
OVER THE AMOUNT OF SUCH PAYMENT SHALL BE REPAID (WITHOUT INTEREST) BY THE
EXECUTIVE TO THE COMPANY WITHIN 120 DAYS OF THE RESOLUTION OF SUCH DISPUTE.
6.
SUCCESSORS.
6.1
SUCCESSOR TO COMPANY.
THE COMPANY SHALL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE COMPANY EXPRESSLY TO
ASSUME AND AGREE TO PERFORM THIS AGREEMENT TO THE SAME EXTENT THAT THE COMPANY
WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
FAILURE
OF THE COMPANY TO OBTAIN AN ASSUMPTION OF THIS AGREEMENT AT OR PRIOR TO THE
EFFECTIVENESS OF ANY SUCCESSION SHALL BE A BREACH OF THIS AGREEMENT AND SHALL
CONSTITUTE GOOD REASON IF THE EXECUTIVE ELECTS TO TERMINATE EMPLOYMENT, EXCEPT
THAT FOR PURPOSES OF IMPLEMENTING THE FOREGOING, THE DATE ON WHICH ANY SUCH
SUCCESSION BECOMES EFFECTIVE SHALL BE DEEMED THE DATE OF TERMINATION.
AS USED
IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS DEFINED ABOVE AND ANY
SUCCESSOR TO ITS BUSINESS OR ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO
PERFORM THIS AGREEMENT, BY OPERATION OF LAW OR OTHERWISE.
6.2
SUCCESSOR TO EXECUTIVE.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES.
IF THE EXECUTIVE SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE
TO THE EXECUTIVE OR THE EXECUTIVE'S FAMILY HEREUNDER IF THE EXECUTIVE HAD
CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE
PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTORS, PERSONAL
REPRESENTATIVES OR ADMINISTRATORS OF THE EXECUTIVE'S ESTATE.
7.
NOTICE.
ALL NOTICES, INSTRUCTIONS AND OTHER COMMUNICATIONS GIVEN
HEREUNDER OR IN CONNECTION HEREWITH SHALL BE IN WRITING.
ANY SUCH NOTICE,
INSTRUCTION OR COMMUNICATION SHALL BE SENT EITHER (I) BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR (II) PREPAID VIA A REPUTABLE
NATIONWIDE OVERNIGHT COURIER SERVICE, IN EACH CASE