IN THE EVENT THAT THE ARBITRATOR DETERMINES THAT THE
EXECUTIVE IS THE PREVAILING PARTY, THEN THE COMPANY SHALL PAY OR REIMBURSE ALL
REASONABLE LEGAL FEES AND EXPENSES INCURRED BY THE EXECUTIVE.
19.
INDEMNIFICATION.
THE COMPANY HEREBY AGREES
TO INDEMNIFY THE EXECUTIVE AND HOLD HIM HARMLESS TO THE EXTENT PROVIDED UNDER
THE BY-LAWS OF THE COMPANY AGAINST AND IN RESPECT TO ANY AND ALL ACTIONS, SUITS,
PROCEEDINGS, CLAIMS, DEMANDS, JUDGMENTS, COSTS, EXPENSES (INCLUDING REASONABLE
ATTORNEY'S FEES), LOSSES, AND DAMAGES RESULTING FROM THE EXECUTIVE'S GOOD FAITH
PERFORMANCE OF HIS DUTIES AND OBLIGATIONS WITH THE COMPANY.
THIS OBLIGATION
SHALL SURVIVE THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
20.
LIABILITY INSURANCE.
THE COMPANY SHALL
COVER THE EXECUTIVE UNDER DIRECTORS AND OFFICERS LIABILITY INSURANCE BOTH DURING
AND, WHILE POTENTIAL LIABILITY EXISTS, AFTER THE TERM OF THIS AGREEMENT IN THE
SAME AMOUNT AND TO THE SAME EXTENT AS THE COMPANY COVERS ITS OTHER OFFICERS AND
DIRECTORS.
21.
MISCELLANEOUS.
NO PROVISION OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION
OR DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY THE EXECUTIVE AND SUCH
OFFICER OR DIRECTOR AS MAY BE DESIGNATED BY THE BOARD.
NO WAIVER BY EITHER
PARTY HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR
COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY
SUCH OTHER PARTY SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR
CONDITIONS AT THE SAME OR AT ANY PRIOR OR SUBSEQUENT TIME.
THIS AGREEMENT
SUPERSEDES ANY AND ALL OTHER AGREEMENTS, EITHER ORAL OR IN WRITING, BETWEEN THE
PARTIES HERETO (INCLUDING WITHOUT LIMITATION THE PRIOR AGREEMENT) WITH RESPECT
TO THE EMPLOYMENT OF THE EXECUTIVE BY THE COMPANY AND, TOGETHER WITH ALL
EXHIBITS HERETO SETS FORTH THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT
OF THE SUBJECT MATTER CONTAINED HEREIN.
NO AGREEMENTS OR REPRESENTATIONS, ORAL
OR OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE
BEEN MADE BY EITHER PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
CONFLICTS OF LAW PRINCIPLES.
22.
NO MITIGATION; TERMINATION CLAIM LIMIT.
IN
NO EVENT SHALL THE EXECUTIVE BE OBLIGED TO SEEK OTHER EMPLOYMENT OR TAKE ANY
OTHER ACTION BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE TO THE EXECUTIVE UNDER
ANY OF THE PROVISIONS OF THIS AGREEMENT, NOR SHALL THE AMOUNT OF ANY PAYMENT
HEREUNDER BE REDUCED BY ANY COMPENSATION EARNED BY THE EXECUTIVE AS A RESULT OF
EMPLOYMENT BY ANOTHER EMPLOYER, EXCEPT AS PROVIDED IN SECTION 12(B) HEREOF.
ANY
CLAIM BY THE EXECUTIVE FOR DAMAGES AS A RESULT OF A TERMINATION BASED ON
SECTION 6(C)(IV) SHALL
14
NOT BE BROUGHT PRIOR TO RESOLUTION OF THE CRIMINAL CASE AND THE EXECUTIVES
DAMAGES SHALL BE LIMITED TO (A) THE MONETARY AMOUNTS THE EXECUTIVE WOULD HAVE
RECEIVED IN THE EVENT OF A TERMINATION WITHOUT CAUSE AND (B) THE