ANY) PROVIDED TO ANY OTHER PRESENT OR FORMER DIRECTOR OR
OFFICER OF THE COMPANY.
22.
NO MITIGATION.
IN NO EVENT SHALL YOU BE OBLIGATED TO SEEK OTHER
EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE
TO YOU UNDER ANY OF THE PROVISIONS OF THIS LETTER AGREEMENT, NOR SHALL THE
AMOUNT OF ANY PAYMENT HEREUNDER BE REDUCED BY ANY COMPENSATION EARNED BY YOU AS
A RESULT OF EMPLOYMENT BY A SUBSEQUENT EMPLOYER, EXCEPT AS PROVIDED IN
PARAGRAPHS 8(C), 9(C) AND 10(A)(3) HEREOF.
23.
SUCCESSORS AND ASSIGNS.
THIS LETTER AGREEMENT IS PERSONAL TO EACH
OF THE PARTIES HERETO.
NO PARTY MAY ASSIGN OR DELEGATE ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF THE OTHER
PARTY HERETO.
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY ASSIGN THIS LETTER
AGREEMENT TO ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR
ASSETS OF THE COMPANY, PROVIDED THAT THE COMPANY SHALL REQUIRE SUCH SUCCESSOR TO
EXPRESSLY ASSUME AND AGREE TO PERFORM THIS LETTER AGREEMENT IN THE SAME MANNER
AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO
SUCH SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL
MEAN THE COMPANY AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS, WHICH ASSUMES
AND AGREES TO PERFORM THE DUTIES AND OBLIGATIONS OF THE COMPANY UNDER THIS
LETTER AGREEMENT BY OPERATION OF LAW OR OTHERWISE.
IN THE EVENT OF ANY
9
ASSIGNMENT OF THIS LETTER AGREEMENT BY THE COMPANY IN ACCORDANCE WITH THE TERMS
HEREOF, YOU SHALL BE ENTITLED TO FULL SERVICE CREDIT FOR ALL PURPOSES
(INCLUDING, BUT NOT LIMITED TO, VESTING OR ACCUMULATION OF BENEFITS AND
MEASUREMENT OF ELIGIBILITY) UNDER THE EMPLOYEE BENEFIT PLANS OF THE COMPANY'S
SUCCESSOR.
24.
RELEASE REQUIREMENT.
YOUR RIGHT TO RECEIVE THE SEVERANCE PAYMENTS
AND BENEFITS UNDER PARAGRAPHS 8, 9 AND 10 HEREOF (OTHER THAN THE ACCRUED
BENEFITS) SHALL BE CONDITIONED UPON YOUR EXECUTION AND NON-REVOCATION OF A
GENERAL RELEASE OF CLAIMS IN FAVOR OF THE COMPANY IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY, PROVIDED THAT ANY SUCH RELEASE SHALL
EXCEPT OUT ANY AMOUNTS OWING BY THE COMPANY TO YOU PURSUANT TO THIS LETTER
AGREEMENT, RIGHTS OF INDEMNIFICATION AND DIRECTORS AND OFFICERS LIABILITY
INSURANCE AS PROVIDED IN PARAGRAPH 21 HEREOF, AND SHALL HAVE NO POST-EMPLOYMENT
ACTIVITY LIMITATIONS BEYOND THOSE STATED IN THIS LETTER AGREEMENT.
25.
TAX MATTERS.
(A)
WITHHOLDING.
THE COMPANY MAY WITHHOLD FROM ANY AND ALL AMOUNTS
PAYABLE UNDER THIS LETTER AGREEMENT SUCH FEDERAL, STATE AND LOCAL TAXES AS MAY
BE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
(B)
SECTION 409A COMPLIANCE.
(I)
THE INTENT OF THE PARTIES IS THAT
PAYMENTS AND BENEFITS UNDER THIS LETTER AGREEMENT COMPLY WITH INTERNAL REVENUE
CODE SECTION 409A AND THE REGULATIONS AND GUIDANCE PROMULGATED THEREUNDER
(COLLECTIVELY "CODE SECTION 409A") AND, ACCORDINGLY, TO THE MAXIMUM EXTENT
PERMITTED, THIS LETTER AGREEMENT SHALL BE INTERPRETED TO BE IN COMPLIANCE
THEREWITH.
IF YOU NOTIFY THE COMPANY (WITH SPECIFICITY AS TO THE REASON
THEREFORE) THAT YOU BELIEVE