A RATE EQUAL TO THE PRIME RATE, AS
PUBLISHED UNDER "MONEY RATES" IN THE WALL STREET JOURNAL FROM TIME TO TIME, BUT
IN NO EVENT HIGHER THAN THE MAXIMUM LEGAL RATE PERMISSIBLE UNDER APPLICABLE LAW,
SUCH INTEREST TO ACCRUE FROM THE DATE THE COMPANY RECEIVES THE EXECUTIVE'S
STATEMENT FOR SUCH FEES AND EXPENSES THROUGH THE DATE OF PAYMENT THEREOF;
PROVIDED, HOWEVER, THAT IN THE EVENT THE RESOLUTION OF ANY SUCH CONTEST OR
DISPUTE INCLUDES A FINDING DENYING, IN TOTAL, THE EXECUTIVE'S CLAIMS IN SUCH
CONTEST OR DISPUTE, THE EXECUTIVE SHALL BE REQUIRED TO REIMBURSE THE COMPANY,
OVER A PERIOD OF 12 MONTHS FROM THE DATE OF SUCH RESOLUTION, FOR ALL SUMS
ADVANCED TO THE EXECUTIVE PURSUANT TO THIS SECTION 6.
10
7.
OPERATIVE EVENT.
NOTWITHSTANDING ANY
PROVISION HEREIN TO THE CONTRARY, NO AMOUNTS SHALL BE PAYABLE HEREUNDER UNLESS
AND UNTIL THERE IS A CHANGE IN CONTROL AT A TIME WHEN THE EXECUTIVE IS EMPLOYED
BY THE COMPANY.
8.
TERMINATION OF AGREEMENT.
(A)
THIS AGREEMENT SHALL BE EFFECTIVE ON THE
EFFECTIVE DATE AND SHALL EXPIRE ON THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE,
PROVIDED THAT THE TERM OF THIS AGREEMENT SHALL BE EXTENDED AUTOMATICALLY FOR ONE
ADDITIONAL YEAR AS OF EACH ANNUAL ANNIVERSARY OF THE EFFECTIVE DATE, COMMENCING
WITH THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE (EACH SUCH DATE A "RENEWAL
DATE") UNLESS THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 8(B) OR, IF
EARLIER, UPON THE EARLIER TO OCCUR OF (I) TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY PRIOR TO A CHANGE IN CONTROL AND (II) THE
EXECUTIVE'S DEATH.
NOTWITHSTANDING THE FOREGOING, ANY EXPIRATION OF THIS
AGREEMENT SHALL NOT RETROACTIVELY IMPAIR OR OTHERWISE ADVERSELY AFFECT THE
RIGHTS OF THE EXECUTIVE WHICH HAVE ARISEN PRIOR TO THE DATE OF SUCH EXPIRATION.
(B)
THE COMPANY SHALL HAVE THE RIGHT, IN ITS
SOLE DISCRETION, PURSUANT TO ACTION BY THE BOARD, TO APPROVE THE AMENDMENT OR
TERMINATION OF THIS AGREEMENT, WHICH AMENDMENT OR TERMINATION SHALL NOT BECOME
EFFECTIVE UNTIL THE RENEWAL DATE COINCIDENT WITH OR NEXT FOLLOWING THE DATE OF
SUCH ACTION, OR IF LATER, THE DATE FIXED BY THE BOARD FOR SUCH AMENDMENT OR
TERMINATION; PROVIDED, THAT AN AMENDMENT WHICH IS NOT ADVERSE TO THE INTERESTS
OF THE EXECUTIVE SHALL TAKE EFFECT IMMEDIATELY; AND PROVIDED FURTHER, THAT IN NO
EVENT SHALL THIS AGREEMENT BE AMENDED IN A MANNER ADVERSE TO THE INTERESTS OF
THE EXECUTIVE OR BE TERMINATED DURING ANY PERIOD THAT A POTENTIAL CHANGE IN
CONTROL IS PENDING OR IN THE EVENT OF A CHANGE IN CONTROL.
9.
SCOPE OF AGREEMENT.
NOTHING IN THIS
AGREEMENT SHALL BE DEEMED TO ENTITLE THE EXECUTIVE TO CONTINUED EMPLOYMENT WITH
THE COMPANY OR ITS SUBSIDIARIES AND, IF THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY SHALL TERMINATE PRIOR TO A CHANGE IN CONTROL, THEN THE EXECUTIVE SHALL
HAVE NO FURTHER RIGHTS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT ANY
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOLLOWING A CHANGE IN CONTROL SHALL BE
SUBJECT TO ALL OF THE PROVISIONS OF THIS AGREEMENT.
10.
SUCCESSORS; BINDING AGREEMENT.
(A)
THIS AGREEMENT SHALL