DURATION AND GEOGRAPHIC SCOPE AND IN ALL OTHER RESPECTS.
IF FOR ANY REASON ANY
COURT OF COMPETENT JURISDICTION SHALL FIND ANY PROVISIONS OF THIS SECTION 7
UNREASONABLE IN DURATION OR GEOGRAPHIC SCOPE OR OTHERWISE, THE EXECUTIVE AND THE
COMPANY AGREE THAT THE RESTRICTIONS AND PROHIBITIONS CONTAINED HEREIN SHALL BE
EFFECTIVE TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW IN SUCH
JURISDICTION.
(J)
TOLLING.
IN THE EVENT OF ANY VIOLATION OF THE PROVISIONS OF THIS
SECTION 7, THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE POST-TERMINATION
RESTRICTIONS CONTAINED IN THIS SECTION 7 SHALL BE EXTENDED BY A PERIOD OF TIME
EQUAL TO THE PERIOD OF SUCH VIOLATION, IT BEING THE INTENTION OF THE PARTIES
HERETO THAT THE RUNNING OF THE APPLICABLE POST-TERMINATION RESTRICTION PERIOD
SHALL BE TOLLED DURING ANY PERIOD OF SUCH VIOLATION.
8.
WITHHOLDING TAXES.
THE COMPANY MAY WITHHOLD FROM ALL PAYMENTS
DUE TO THE EXECUTIVE (OR THE EXECUTIVE'S BENEFICIARY OR ESTATE) HEREUNDER ALL
TAXES WHICH, BY APPLICABLE FEDERAL, STATE, LOCAL OR OTHER LAW OR REGULATION, THE
COMPANY IS REQUIRED TO WITHHOLD THEREFROM.
9.
REIMBURSEMENT OF EXPENSES.
(A)
IF ANY CONTEST OR DISPUTE SHALL ARISE UNDER THIS AGREEMENT
INVOLVING ANY ASPECT OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR THE
TERMINATION OF THAT EMPLOYMENT (INCLUDING THE COVENANTS CONTAINED IN SECTION 7
AND THE EQUITY AWARDS UNDER SECTION 2(B)(III)) OR INVOLVING THE FAILURE OR
REFUSAL OF THE COMPANY TO PERFORM FULLY IN ACCORDANCE WITH THE TERMS HEREOF (A
"DISPUTE") AND THE EXECUTIVE PREVAILS ON THE MATERIAL ISSUES IN SUCH
14
Dispute, the Company shall, upon presentment of appropriate documentation (which
submission shall be made within forty-five (45) days after the resolution of
such Dispute), promptly pay or reimburse the Executive, for all reasonable legal
fees and expenses (including costs of the arbitrators) incurred by the Executive
in connection with such Dispute.
(B)
NOTWITHSTANDING THE PROVISIONS OF SECTION 9(A), THE COMPANY SHALL,
ON A QUARTERLY BASIS, UPON PRESENTMENT OF APPROPRIATE DOCUMENTATION (WHICH
SUBMISSION SHALL BE MADE WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF SUCH
QUARTER), REIMBURSE THE EXECUTIVE FOR ALL LEGAL FEES AND EXPENSES (INCLUDING
COSTS OF THE ARBITRATORS), IF ANY, INCURRED BY THE EXECUTIVE IN CONNECTION WITH
A DISPUTE ARISING ON OR AFTER A CHANGE IN CONTROL (OR OTHERWISE RELATED TO A
CHANGE IN CONTROL), EXCEPT THAT THE EXECUTIVE SHALL REIMBURSE THE COMPANY (TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW) FOR THE FEES AND EXPENSES ADVANCED
(I) IN THE EVENT THE EXECUTIVE'S CLAIMS ARE DETERMINED TO HAVE BEEN ADVANCED BY
THE EXECUTIVE IN BAD FAITH OR WERE FRIVOLOUS OR (II) TO THE EXTENT THAT SUCH
LEGAL FEES AND EXPENSES ARE DETERMINED TO BE UNREASONABLE.
10.
SUCCESSORS; BINDING AGREEMENT.
(A)
THIS AGREEMENT SHALL NOT BE TERMINATED BY ANY REORGANIZATION.
IN
THE EVENT OF ANY REORGANIZATION, THE PROVISIONS OF THIS AGREEMENT SHALL BE
BINDING UPON THE SURVIVING OR RESULTING CORPORATION OR THE PERSON OR ENTITY TO
WHICH SUCH ASSETS ARE TRANSFERRED.
(B)
THE COMPANY AGREES THAT CONCURRENTLY WITH ANY REORGANIZATION THAT
DOES NOT CONSTITUTE A NON-CONTROL TRANSACTION, IT WILL CAUSE ANY SUCCESSOR