YOU BECOME ELIGIBLE TO PARTICIPATE IN A BENEFIT PLAN, PROGRAM, OR ARRANGEMENT
OF ANOTHER EMPLOYER WHICH CONFERS SUBSTANTIALLY SIMILAR BENEFITS UPON YOU, YOU
SHALL CEASE TO RECEIVE BENEFITS UNDER THIS SUBPARAGRAPH IN RESPECT OF SUCH PLAN,
PROGRAM, OR ARRANGEMENT.
IN THE EVENT THAT YOUR PARTICIPATION IN ANY SUCH PLAN
OR PROGRAM IS BARRED, THE COMPANY SHALL ARRANGE TO PROVIDE YOU WITH BENEFITS
SUBSTANTIALLY SIMILAR TO THOSE WHICH YOU ARE ENTITLED TO RECEIVE UNDER SUCH
PLANS AND PROGRAMS.
7
E.
NO MITIGATION.
YOU SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT
OF ANY PAYMENT PROVIDED FOR IN THIS SECTION 5 BY SEEKING OTHER EMPLOYMENT OR
OTHERWISE, NOR, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SHALL THE AMOUNT OF ANY
PAYMENT PROVIDED FOR IN THIS SECTION 5 BE REDUCED BY ANY COMPENSATION EARNED BY
YOU AS A RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER AFTER THE DATE OF TERMINATION,
OR OTHERWISE.
6.
NOTICE.
FOR THE PURPOSES OF THIS AGREEMENT, NOTICES AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT SHALL BE IN WRITING AND SHALL
BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED OR MAILED BY UNITED STATES
REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE
RESPECTIVE ADDRESSES SET FORTH ON THE FIRST PAGE OF THIS AGREEMENT, PROVIDED
THAT ALL NOTICES TO THE COMPANY SHALL BE DIRECTED TO THE ATTENTION OF THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY WITH A COPY TO THE SECRETARY OF THE COMPANY, OR
TO SUCH OTHER ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING
IN ACCORDANCE HEREWITH, EXCEPT THAT NOTICES OF CHANGE OF ADDRESS SHALL BE
EFFECTIVE ONLY UPON RECEIPT.
7.
SUCCESSORS:
BINDING AGREEMENT.
A.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING
UPON, ANY CORPORATE OR OTHER SUCCESSOR OR ASSIGNEE OF THE COMPANY WHICH SHALL
ACQUIRE, DIRECTLY OR INDIRECTLY, BY MERGER, CONSOLIDATION OR PURCHASE, OR
OTHERWISE, ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE COMPANY.
THE COMPANY SHALL REQUIRE ANY SUCH SUCCESSOR, BY AN AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO YOU, EXPRESSLY TO ASSUME AND AGREE TO PERFORM THIS
AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT AS THE COMPANY WOULD BE
REQUIRED TO PERFORM IF NO SUCH SUCCESSION HAD TAKEN PLACE.
B.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY YOUR PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES, AND LEGATEES.
IF YOU SHOULD DIE
WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO YOU HEREUNDER IF YOU HAD CONTINUED TO
LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO YOUR DEVISEE, LEGATEE, OR OTHER
DESIGNEE OR, IF THERE IS NO SUCH DESIGNEE, TO YOUR ESTATE.
8.
MISCELLANEOUS.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED,
WAIVED, OR DISCHARGED UNLESS SUCH MODIFICATION, WAIVER, OR DISCHARGE IS AGREED
TO IN A WRITING SIGNED BY YOU AND THE CHAIRMAN OF THE BOARD OR PRESIDENT OF THE
COMPANY.
NO WAIVER BY EITHER PARTY HERETO AT ANY TIME