HIM HARMLESS FROM ANY CLAIM, LOSS OR DAMAGE AS
A RESULT OF HIS COOPERATION HEREUNDER.
14.
LIFE INSURANCE. THE COMPANY MAY, AT ITS DISCRETION AND AT ANY TIME
AFTER THE EXECUTION OF THIS EMPLOYMENT AGREEMENT, APPLY FOR AND PROCURE, AS
OWNER AND FOR ITS OWN BENEFIT, AND AT ITS OWN EXPENSE, INSURANCE ON THE
EXECUTIVE'S LIFE, IN SUCH AMOUNT AND IN SUCH FORM OR FORMS AS THE COMPANY MAY
DETERMINE. THE EXECUTIVE WILL HAVE NO RIGHT OR INTEREST WHATSOEVER IN SUCH
POLICY OR POLICIES, BUT THE EXECUTIVE AGREES THAT THE EXECUTIVE WILL, AT THE
REQUEST OF THE COMPANY, SUBMIT HIMSELF TO SUCH MEDICAL EXAMINATIONS, SUPPLY SUCH
INFORMATION AND EXECUTE AND DELIVER SUCH DOCUMENTS AS MAY BE REQUIRED BY THE
INSURANCE COMPANY OR COMPANIES TO WHICH THE COMPANY OR ANY SUCH SUBSIDIARY HAS
APPLIED FOR SUCH INSURANCE.
15.
NO MITIGATION. THE EXECUTIVE SHALL BE UNDER NO OBLIGATION TO SEEK
OTHER EMPLOYMENT OR OTHERWISE MITIGATE THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT UPON TERMINATION OF THIS AGREEMENT, AND ANY PAYMENTS OR BENEFITS PAID
BY THE COMPANY HEREUNDER SHALL NOT BE OFFSET BY ANY REMUNERATION OR BENEFITS
RECEIVED FROM A SUBSEQUENT EMPLOYER.
9
16.
SECTION 409A. IT IS THE INTENTION OF THE PARTIES TO THIS
EMPLOYMENT AGREEMENT THAT NO PAYMENT OR ENTITLEMENT PURSUANT TO THIS EMPLOYMENT
AGREEMENT WILL GIVE RISE TO ANY ADVERSE TAX CONSEQUENCES TO THE EXECUTIVE UNDER
SECTION 409A OF THE CODE. THE EMPLOYMENT AGREEMENT SHALL BE INTERPRETED TO THAT
END AND, CONSISTENT WITH THAT OBJECTIVE AND NOTWITHSTANDING ANY PROVISION HEREIN
TO THE CONTRARY, THE COMPANY AND THE EXECUTIVE SHALL, TO THE EXTENT NECESSARY TO
COMPLY WITH SECTION 409A OF THE CODE, AGREE TO ACT REASONABLY AND IN GOOD FAITH
TO MUTUALLY REFORM THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT TO AVOID THE
APPLICATION OF OR EXCISE TAX UNDER SECTION 409A OF THE CODE. NOTWITHSTANDING ANY
OTHER PROVISION HEREIN, IF THE EXECUTIVE IS A "SPECIFIED EMPLOYEE", AS DEFINED
IN, AND PURSUANT TO, PROP. REG. SECTION 1.409A 1(I) OR ANY SUCCESSOR REGULATION,
ON THE DATE OF TERMINATION, ANY PAYMENT PROVIDED HEREUNDER THAT IS DESIGNATED AS
BEING "SUBJECT TO SECTION 16" SHALL BE MADE TO THE EXECUTIVE NO EARLIER THAN THE
DATE WHICH IS SIX MONTHS FROM THE DATE OF TERMINATION; PROVIDED, THAT SUCH
PAYMENT MAY BE MADE EARLIER IN THE EVENT OF THE EXECUTIVE'S DEATH. IF ANY
PAYMENT TO THE EXECUTIVE IS DELAYED PURSUANT TO CLAUSE (I) OF THE FOREGOING
SENTENCE, SUCH PAYMENT INSTEAD SHALL BE MADE ON THE FIRST BUSINESS DAY FOLLOWING
THE EXPIRATION OF THE SIX MONTH PERIOD REFERRED TO IN THE PRIOR SENTENCE OR THE
DATE OF THE EXECUTIVE'S DEATH, AS APPLICABLE.
17.
ATTORNEY FEES. THE COMPANY SHALL PAY THE EXECUTIVE'S REASONABLE
LEGAL FEES AND OUT-OF-POCKET EXPENSES OF ONE COUNSEL INCURRED IN CONNECTION WITH
THE NEGOTIATION AND DRAFTING OF THIS EMPLOYMENT AGREEMENT AND ANY EQUITY AWARD
AGREEMENTS, AND OTHER REASONABLE LEGAL FEES AND OUT-OF-POCKET EXPENSES OF ONE
COUNSEL RELATED TO THE SALE OF THE COMPANY TO BE CONSUMMATED ON OR ABOUT THE
DATE HEREOF, SUBJECT, IN EACH CASE,