"COMPANY"
SHALL THEREAFTER MEAN SUCH PERSON WHICH EXECUTES AND DELIVERS THE ASSUMPTION
AGREEMENT PROVIDED FOR IN THIS SECTION 12 OR WHICH OTHERWISE BECOMES BOUND BY
ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT BY OPERATION OF LAW, AND THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, SUCH PERSON.
THE EXECUTIVE SHALL, IN HIS DISCRETION, BE ENTITLED TO PROCEED AGAINST ANY OR
ALL OF SUCH PERSONS, ANY PERSON WHICH THERETOFORE WAS SUCH A SUCCESSOR TO THE
COMPANY AND THE COMPANY (AS SO DEFINED) IN ANY ACTION TO ENFORCE ANY RIGHTS OF
THE EXECUTIVE HEREUNDER.
EXCEPT AS PROVIDED IN THIS SECTION 12(A), THIS
AGREEMENT SHALL NOT BE ASSIGNABLE BY THE COMPANY.
THIS AGREEMENT SHALL NOT BE
TERMINATED BY THE VOLUNTARY OR INVOLUNTARY DISSOLUTION OF THE COMPANY.
(B)
THIS AGREEMENT AND ALL RIGHTS OF THE EXECUTIVE SHALL INURE
TO THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, HEIRS AND BENEFICIARIES.
ALL
AMOUNTS PAYABLE TO THE EXECUTIVE UNDER SECTIONS 4, 5, 6, 7, 8 AND 9 IF THE
EXECUTIVE HAD LIVED SHALL BE PAID, IN THE EVENT OF THE EXECUTIVE'S DEATH, TO THE
EXECUTIVE'S ESTATE, HEIRS AND REPRESENTATIVES; PROVIDED, HOWEVER, THAT THE
FOREGOING SHALL NOT BE CONSTRUED TO MODIFY ANY TERMS OF ANY BENEFIT PLAN OF THE
EMPLOYER, AS SUCH TERMS ARE IN EFFECT IMMEDIATELY PRIOR TO THE DATE THE NOTICE
OF TERMINATION IS GIVEN, THAT EXPRESSLY GOVERN BENEFITS UNDER SUCH PLAN IN THE
EVENT OF THE EXECUTIVE'S DEATH.
13.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT SHALL BE REGARDED AS
DIVISIBLE, AND IF ANY OF SAID PROVISIONS OR ANY PART HEREOF ARE DECLARED INVALID
OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THE VALIDITY AND
ENFORCEABILITY OF THE REMAINDER OF SUCH PROVISIONS OR PARTS HEREOF AND THE
APPLICABILITY THEREOF SHALL NOT BE AFFECTED THEREBY.
14.
CONTENTS OF AGREEMENT; AMENDMENT.
THIS AGREEMENT SETS FORTH THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF, EXCEPT FOR THE KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT (THE
"KEESA") BETWEEN THE EXECUTIVE AND THE COMPANY.
ANYTHING IN THIS AGREEMENT TO
THE CONTRARY NOTWITHSTANDING, IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY
(AS DEFINED IN THE KEESA) AT A TIME THAT THE KEESA IS IN EFFECT, THEN THE RIGHTS
AND OBLIGATIONS OF THE COMPANY AND THE EXECUTIVE IN RESPECT OF THE EXECUTIVE'S
EMPLOYMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE KEESA RATHER THAN UNDER
THIS AGREEMENT.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO
SUPERSEDE ANY OF THE OBLIGATIONS, AGREEMENTS, PROVISIONS OR COVENANTS OF THE
COMPANY OR THE EXECUTIVE CONTAINED IN THE KEESA.
THIS AGREEMENT MAY NOT BE
AMENDED OR MODIFIED AT ANY TIME EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY THE
COMPANY AND THE EXECUTIVE.
15.
WITHHOLDING.
THE COMPANY SHALL BE ENTITLED TO WITHHOLD FROM AMOUNTS TO BE
PAID TO THE EXECUTIVE HEREUNDER ANY FEDERAL, STATE OR LOCAL WITHHOLDING OR OTHER
TAXES OR CHARGES WHICH IT IS FROM TIME TO TIME REQUIRED TO WITHHOLD; PROVIDED,
THAT THE AMOUNT SO WITHHELD SHALL