AGREEMENT OR PLAN WOULD PROVIDE EXECUTIVE WITH A GREATER PAYMENT OR MORE OR
LONGER BENEFITS IN RESPECT OF ANY PARTICULAR ITEM DESCRIBED HEREUNDER (E.G.,
SEVERANCE, WELFARE BENEFITS), THEN EXECUTIVE SHALL RECEIVE SUCH PARTICULAR ITEM
OF PAYMENT AND/OR BENEFIT PURSUANT TO SUCH OTHER AGREEMENT OR PLAN, IN LIEU OF
RECEIVING THAT PARTICULAR ITEM PURSUANT TO THIS AGREEMENT.
THE COMPANY'S
OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED BY ANY SET-OFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE OR OTHER CLAIM, RIGHT OR ACTION WHICH THE COMPANY MAY HAVE
AGAINST EXECUTIVE OR OTHERS.
IN NO EVENT SHALL EXECUTIVE BE OBLIGATED TO SEEK
OTHER EMPLOYMENT OR TAKE OTHER
13
ACTION BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE AND BENEFITS PROVIDED TO
EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT AND, EXCEPT AS PROVIDED
IN SECTION 3(B), SUCH AMOUNTS SHALL NOT BE REDUCED WHETHER OR NOT EXECUTIVE
OBTAINS OTHER EMPLOYMENT.
THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM OF
EITHER PARTY HERETO ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, OR
BREACH THEREOF, SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN
JACKSONVILLE, FLORIDA BY THREE ARBITRATORS IN ACCORDANCE WITH THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION APPLICABLE TO THE RESOLUTION OF EMPLOYMENT
DISPUTES, AND THAT JUDGMENT UPON ANY AWARD RENDERED MAY BE ENTERED BY THE
PREVAILING PARTY IN ANY COURT HAVING JURISDICTION THEREOF.
THE COMPANY SHALL
BEAR ALL COSTS AND EXPENSES ARISING IN CONNECTION WITH ANY ARBITRATION
PROCEEDING PURSUANT TO THIS SECTION.
11.
SCOPE OF AGREEMENT.
NOTHING IN THIS
AGREEMENT SHALL BE DEEMED TO ENTITLE EXECUTIVE TO CONTINUED EMPLOYMENT WITH THE
COMPANY OR ITS SUBSIDIARIES, AND IF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR
ITS SUBSIDIARIES SHALL TERMINATE PRIOR TO A CHANGE IN CONTROL, EXECUTIVE SHALL
HAVE NO FURTHER RIGHTS UNDER THIS AGREEMENT (EXCEPT AS OTHERWISE PROVIDED
HEREUNDER); PROVIDED, HOWEVER, THAT ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY OR ITS SUBSIDIARIES DURING THE TERMINATION PERIOD SHALL BE
SUBJECT TO ALL OF THE PROVISIONS OF THIS AGREEMENT.
12.
SUCCESSORS; BINDING AGREEMENT.
(A)
THIS AGREEMENT SHALL NOT BE TERMINATED BY
ANY CHANGE IN CONTROL OR OTHER MERGER, CONSOLIDATION, STATUTORY SHARE EXCHANGE,
SALE OF SUBSTANTIALLY ALL THE ASSETS OR SIMILAR FORM OF CORPORATE TRANSACTION
INVOLVING THE COMPANY (A "BUSINESS COMBINATION").
IN THE EVENT OF ANY BUSINESS
COMBINATION, THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON THE
SURVIVING CORPORATION, AND SUCH SURVIVING CORPORATION SHALL BE TREATED AS THE
COMPANY HEREUNDER.
(B)
THE COMPANY AGREES THAT IN CONNECTION WITH
ANY BUSINESS COMBINATION, IT WILL CAUSE ANY SUCCESSOR ENTITY TO THE COMPANY
UNCONDITIONALLY TO ASSUME (AND FOR ANY PARENT ENTITY IN SUCH BUSINESS
COMBINATION TO GUARANTEE), BY WRITTEN INSTRUMENT DELIVERED TO EXECUTIVE (OR
EXECUTIVE'S BENEFICIARY OR ESTATE), ALL OF THE OBLIGATIONS OF THE COMPANY
HEREUNDER.
(C)
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES.
IF EXECUTIVE SHALL DIE WHILE ANY AMOUNTS WOULD BE PAYABLE TO
EXECUTIVE HEREUNDER HAD EXECUTIVE CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS
OTHERWISE PROVIDED HEREIN, SHALL BE