such breach or threatened breach, without having to prove damages, in addition
to any other remedies to which the Company may be entitled at law or in equity.
Executive further agrees that the provisions of the covenant not to compete are
reasonable.
Should a court determine, however, that any provision of the
covenant not to compete is unreasonable, either in period of time, geographical
area, or otherwise, the parties hereto agree that the covenant should be
interpreted and enforced to the maximum extent which such court deems
reasonable.
The provisions of this Section 6 shall survive any termination of
this Agreement and Executive's term of employment.
The existence of any claim
or cause of action or otherwise, shall not constitute a defense to the
enforcement of the covenants and agreements of this Section 6.
7.
Successors and Assigns.
(A)
THIS AGREEMENT SHALL BIND ANY SUCCESSOR TO THE COMPANY OR TO
SIGNIFICANT ASSETS, WHETHER BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE, IN
THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE OBLIGATED UNDER
THIS AGREEMENT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
NOTWITHSTANDING THAT A
SUCCESSOR TO SIGNIFICANT ASSETS BECOMES BOUND TO THIS AGREEMENT, THE COMPANY
SHALL CONTINUE TO BE LIABLE FOR THE OBLIGATIONS HEREUNDER AS A GUARANTOR.
IN
ANY AGREEMENT PROVIDING FOR SUCCESSION TO SIGNIFICANT ASSETS, THE COMPANY SHALL
CAUSE EACH AND EVERY SUCCESSOR EXPRESSLY AND UNCONDITIONALLY TO ASSUME AND AGREE
TO PERFORM THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.
(B)
IN THE EVENT THAT ANOTHER AIR CARRIER DIRECTLY OR INDIRECTLY
ACQUIRES SIGNIFICANT ASSETS, THE COMPANY SHALL CAUSE SUCH AIRLINE TO PROVIDE
EXECUTIVE AND ELIGIBLE
9
INDIVIDUALS WITH PASS PRIVILEGES EQUIVALENT TO THOSE PROVIDED UNDER THE AIRLINE
PASS DESCRIBED IN SECTION 3.1.
(C)
THIS AGREEMENT AND ALL RIGHTS OF EXECUTIVE HEREUNDER SHALL INURE
TO THE BENEFIT OF AND BE ENFORCEABLE BY, EXECUTIVE'S PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTES,
DEVISES AND LEGATEES.
8.
Term.
(A)
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE
AND END UPON THE EXECUTIVE'S TERMINATION OF EMPLOYMENT.
THE RIGHTS AND
OBLIGATIONS OF THE COMPANY AND EXECUTIVE SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT TO THE FULLEST EXTENT NECESSARY TO GIVE EFFECT TO THE TERMS HEREOF.
(B)
THE COMPANY AGREES THAT WITHIN FIFTEEN (15) DAYS AFTER ENTRY OF AN
ORDER FOR RELIEF FOR THE COMPANY UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (THE
"CHAPTER 11 CASE"), THE COMPANY SHALL MAKE A MOTION UNDER SECTIONS 363, 365 AND
503(B) OF THE BANKRUPTCY CODE (THE "COMPENSATION CONTINUATION MOTION") SEEKING
THE ENTRY OF A FINAL ORDER, IN FORM AND SUBSTANCE SATISFACTORY TO EXECUTIVE (THE
"ORDER"), (I) PROVIDING FOR THE ASSUMPTION OF THIS AGREEMENT, (II) GRANTING
EXECUTIVE AN ADMINISTRATIVE EXPENSE PRIORITY CLAIM FOR ALL AMOUNTS PAID, ACCRUED
AND TO BE ACCRUED AND PAYABLE UNDER EMPLOYEE BENEFIT AND COMPENSATION PLANS IN
WHICH EXECUTIVE HAS PARTICIPATED, OR IN WHICH HE PARTICIPATES AS OF THE
COMMENCEMENT OF SUCH CHAPTER 11 CASE (THE "COMMENCEMENT DATE BENEFIT PLANS") AND
(III) AUTHORIZING THE COMPANY TO (A) CONTINUE THE COMMENCEMENT