OF THIS
AGREEMENT.
16.
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
EXECUTIVE.
THE COMPANY AND ITS RESPECTIVE SUBSIDIARIES SHALL BE ENTITLED TO
DEDUCT OR WITHHOLD FROM ANY AMOUNTS OWING FROM THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO EXECUTIVE ANY FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING
TAXES, EXCISE TAX, OR EMPLOYMENT TAXES ("TAXES") IMPOSED WITH RESPECT TO
EXECUTIVE'S COMPENSATION OR OTHER PAYMENTS FROM THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR EXECUTIVE'S OWNERSHIP INTEREST IN THE COMPANY (INCLUDING,
WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE RECEIPT OR EXERCISE OF EQUITY
OPTIONS AND/OR THE RECEIPT OR VESTING OF RESTRICTED EQUITY).
IN THE EVENT THE
COMPANY OR ANY OF ITS SUBSIDIARIES DOES NOT MAKE SUCH DEDUCTIONS OR
WITHHOLDINGS, EXECUTIVE SHALL INDEMNIFY THE COMPANY AND ITS SUBSIDIARIES FOR ANY
AMOUNTS PAID WITH RESPECT TO ANY SUCH TAXES.
17.
WAIVER OF JURY TRIAL.
AS A SPECIFICALLY BARGAINED FOR INDUCEMENT
FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE
OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE
RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN
ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
18.
EXECUTIVE'S COOPERATION.
EXECUTIVE SHALL COOPERATE WITH THE
COMPANY AND ITS SUBSIDIARIES IN ANY INTERNAL INVESTIGATION OR ADMINISTRATIVE,
REGULATORY OR JUDICIAL PROCEEDING AS REASONABLY REQUESTED BY THE COMPANY
(INCLUDING, WITHOUT LIMITATION, EXECUTIVE BEING AVAILABLE TO THE COMPANY UPON
REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL INVESTIGATIONS, APPEARING AT THE
COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT REQUIRING SERVICE OF A SUBPOENA OR
OTHER LEGAL PROCESS, VOLUNTEERING TO THE COMPANY ALL PERTINENT INFORMATION AND
TURNING OVER TO THE COMPANY ALL RELEVANT DOCUMENTS WHICH ARE OR MAY COME INTO
EXECUTIVE'S POSSESSION, ALL AT TIMES AND ON SCHEDULES THAT ARE REASONABLY
CONSISTENT WITH EXECUTIVE'S OTHER PERMITTED ACTIVITIES AND COMMITMENTS). IN THE
EVENT THE COMPANY REQUIRES EXECUTIVE'S COOPERATION IN ACCORDANCE WITH THIS
PARAGRAPH, THE COMPANY SHALL REIMBURSE EXECUTIVE SOLELY FOR REASONABLE TRAVEL
EXPENSES (INCLUDING LODGING AND MEALS, UPON SUBMISSION OF RECEIPTS); PROVIDED,
THAT IN THE EVENT EXECUTIVE IS REQUIRED TO SPEND MORE THAN 20 HOURS IN ANY
ONE-YEAR PERIOD ASSISTING THE COMPANY UNDER THIS PARAGRAPH ON ANY INVESTIGATION
OR ADMINISTRATIVE, REGULATORY OR JUDICIAL PROCEEDING THAT INVOLVES OR ARISES OUT
OF MATTERS OR ACTIONS THAT ARE SUBSTANTIALLY UNRELATED TO ANY CONDUCT OF
EXECUTIVE DURING HIS EMPLOYMENT WITH THE COMPANY, AS OPPOSED TO THE MERE FACT
THAT HE WAS THE CHIEF EXECUTIVE OFFICER OF THE COMPANY DURING SUCH TIME PERIOD,
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR HIS TIME IN EXCESS OF 20 HOURS AT THE
RATE OF $350.00 PER HOUR.
19.
ARBITRATION.
EXCEPT WITH RESPECT TO DISPUTES OR CLAIMS UNDER
PARAGRAPHS 3 AND 4 HEREOF (WHICH MAY BE PURSUED IN ANY COURT OF COMPETENT
JURISDICTION AS SPECIFIED BELOW AND WITH RESPECT TO WHICH EACH PARTY SHALL BEAR
THE COST OF ITS OWN ATTORNEY'S FEES AND EXPENSES EXCEPT AS OTHERWISE REQUIRED BY
APPLICABLE LAW), EACH PARTY HERETO AGREES THAT THE ARBITRATION PROCEDURE SET
FORTH IN EXHIBIT B HERETO SHALL BE THE SOLE AND EXCLUSIVE