COMPANY'S GENERAL COUNSEL, AND TO EXECUTIVE AT EXECUTIVE'S PRINCIPAL RESIDENCE,
OR TO SUCH OTHER ADDRESS AS ANY PARTY MAY HAVE FURNISHED TO THE OTHER IN
WRITING, EXCEPT THAT NOTICES OF CHANGE OF ADDRESS WILL BE EFFECTIVE ONLY UPON
RECEIPT.
4.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
SEVERAL COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
4.12
CONSTRUCTION.
THIS AGREEMENT IS DEEMED TO BE
DRAFTED EQUALLY BY BOTH EXECUTIVE AND COMPANY AND WILL BE CONSTRUED AS A WHOLE
AND ACCORDING TO ITS FAIR MEANING.
ANY PRESUMPTION OR PRINCIPLE THAT THE
LANGUAGE OF THIS AGREEMENT IS TO BE CONSTRUED AGAINST ANY PARTY WILL NOT APPLY.
THE HEADINGS IN THIS AGREEMENT ARE ONLY FOR CONVENIENCE AND ARE NOT INTENDED TO
AFFECT CONSTRUCTION OR INTERPRETATION.
ANY REFERENCES TO PARAGRAPHS,
SUBPARAGRAPHS, SECTIONS, SUBSECTIONS OR CLAUSES ARE TO THOSE PARTS OF THIS
AGREEMENT, UNLESS THE CONTEXT CLEARLY INDICATES TO THE CONTRARY.
ALSO, UNLESS
THE CONTEXT CLEARLY INDICATES TO THE
14
CONTRARY, (A) THE PLURAL INCLUDES THE SINGULAR AND THE SINGULAR INCLUDES THE
PLURAL; (B) "AND" AND "OR" ARE EACH USED BOTH CONJUNCTIVELY AND DISJUNCTIVELY;
(C) "ANY," "ALL," "EACH," OR "EVERY" MEANS "ANY AND ALL", AND "EACH AND EVERY";
(D) "INCLUDES" AND "INCLUDING" ARE EACH USED WITHOUT LIMITATION; (E) "HEREIN,"
"HEREOF," "HEREUNDER" AND OTHER SIMILAR COMPOUNDS OF THE WORD "HERE" REFER TO
THE ENTIRE AGREEMENT AND NOT TO ANY PARTICULAR PARAGRAPH, SUBPARAGRAPH, SECTION
OR SUBSECTION; AND (F) ALL PRONOUNS AND ANY VARIATIONS THEREOF WILL BE DEEMED TO
REFER TO THE MASCULINE, FEMININE, NEUTER; SINGULAR OR PLURAL AS THE IDENTITY OF
THE ENTITIES OR PERSONS REFERRED TO MAY REQUIRE.
4.13
NO MITIGATION.
EXCEPT AS PROVIDED IN SECTIONS
1.1(C), 1.2(C) OR 1.3(C) (REGARDING CONTINUED WELFARE BENEFITS), IN NO EVENT
WILL EXECUTIVE BE OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY
WAY OF MITIGATION OF THE AMOUNTS PAYABLE TO EXECUTIVE UNDER ANY OF THE
PROVISIONS OF THIS AGREEMENT AND SUCH AMOUNTS WILL NOT BE REDUCED WHETHER OR NOT
EXECUTIVE OBTAINS OTHER EMPLOYMENT.
4.14
WITHHOLDING.
COMPANY MAY DEDUCT AND WITHHOLD FROM
ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE, LOCAL, FOREIGN OR
OTHER TAXES AS ARE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR
REGULATION.
ARTICLE V
DEFINITIONS
5.1
"AFFILIATE" MEANS A CORPORATION THAT IS A
MEMBER OF A CONTROLLED GROUP OF CORPORATIONS (AS DEFINED IN SECTION 414(B) OF
THE CODE) THAT INCLUDES COMPANY, ANY TRADE OR BUSINESS (WHETHER OR NOT
INCORPORATED) THAT IS IN COMMON CONTROL (AS DEFINED IN SECTION 414(C) OF THE
CODE) WITH COMPANY, OR ANY ENTITY THAT IS A MEMBER OF THE SAME AFFILIATED
SERVICE GROUP (AS DEFINED IN SECTION 414(M) OF THE CODE) AS COMPANY.
5.2
"BASE COMPENSATION" MEANS EXECUTIVE'S GROSS
BASE SALARY AT THE TIME OF HIS OR HER TERMINATION OF EMPLOYMENT BEFORE REDUCTION
BY ANY PRE-TAX CONTRIBUTIONS TO THE 401(K) PLAN OR ANY OTHER BENEFIT PLAN
MAINTAINED BY THE COMPANY OR ITS AFFILIATES OR ANY OTHER DEDUCTIONS OF ANY
NATURE.
5.3