TO THE SAME
EXTENT AS THE COMPANY WOULD BE REQUIRED TO PERFORM SUCH OBLIGATIONS IN THE
ABSENCE OF A SUCCESSION.
FOR ALL PURPOSES UNDER THIS AGREEMENT, THE TERM
"COMPANY" SHALL INCLUDE ANY SUCCESSOR TO THE COMPANY'S BUSINESS AND/OR ASSETS
WHICH EXECUTES AND DELIVERS THE ASSUMPTION AGREEMENT DESCRIBED IN THIS
SUBSECTION (I) OR WHICH BECOMES BOUND BY THE TERMS OF THIS AGREEMENT BY
OPERATION OF LAW.
(II)
EXECUTIVE'S SUCCESSORS.
THE TERMS OF THIS AGREEMENT AND ALL RIGHTS OF
EXECUTIVE HEREUNDER SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
(III)
NO OTHER ASSIGNMENT OF BENEFITS.
EXCEPT AS PROVIDED IN THIS
SECTION 12(C), THE RIGHTS OF ANY PERSON TO PAYMENTS OR BENEFITS UNDER THIS
AGREEMENT SHALL NOT BE MADE SUBJECT TO OPTION OR ASSIGNMENT, EITHER BY VOLUNTARY
OR INVOLUNTARY ASSIGNMENT OR BY OPERATION OF LAW, INCLUDING (WITHOUT LIMITATION)
BANKRUPTCY, GARNISHMENT, ATTACHMENT OR OTHER CREDITOR'S PROCESS, AND ANY ACTION
IN VIOLATION OF THIS SUBSECTION (III) SHALL BE VOID.
(D)
WAIVER.
NO PROVISION OF THIS AGREEMENT SHALL BE MODIFIED, WAIVED OR
DISCHARGED UNLESS THE MODIFICATION, WAIVER OR DISCHARGE IS AGREED TO IN WRITING
AND SIGNED BY EXECUTIVE AND BY
15
AN AUTHORIZED OFFICER OF THE COMPANY (OTHER THAN EXECUTIVE).
NO WAIVER BY
EITHER PARTY OF ANY BREACH OF, OR OF COMPLIANCE WITH, ANY CONDITION OR PROVISION
OF THIS AGREEMENT BY THE OTHER PARTY SHALL BE CONSIDERED A WAIVER OF ANY OTHER
CONDITION OR PROVISION OR OF THE SAME CONDITION OR PROVISION AT ANOTHER TIME.
(E)
ENTIRE AGREEMENT.
THIS AGREEMENT SHALL SUPERSEDE ANY AND ALL PRIOR
AGREEMENTS, REPRESENTATIONS OR UNDERSTANDINGS (WHETHER ORAL OR WRITTEN AND
WHETHER EXPRESS OR IMPLIED) BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
(F)
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR
PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION HEREOF, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
(G)
ARBITRATION.
EXCEPT FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF IN AID OF
ARBITRATION, ANY DISPUTE OR CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION IN STAMFORD, CONNECTICUT,
IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT.
JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S AWARD IN ANY COURT HAVING
JURISDICTION.
ALL ATTORNEYS FEES AND COSTS SHALL BE ALLOCATED OR APPORTIONED AS
AGREED BY THE PARTIES OR, IN THE ABSENCE OF AN AGREEMENT, IN SUCH MANNER AS THE
ARBITRATOR OR COURT SHALL DETERMINE TO BE APPROPRIATE TO REFLECT THE FINAL
DECISION OF THE DECIDING BODY AS COMPARED TO THE INITIAL POSITIONS IN
ARBITRATION OF EACH PARTY.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AS THEY APPLY TO CONTRACTS
ENTERED INTO AND WHOLLY TO BE PERFORMED WITHIN SUCH STATE BY RESIDENTS THEREOF.
(H)
WITHHOLDING OF
TAXES.
ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT WILL
BE SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
(I)
INDEMNIFICATION.
EXECUTIVE WILL BE COVERED