THIS AGREEMENT AGAINST AMOUNTS OWED (OR CLAIMED TO BE OWED)
BY THE EXECUTIVE TO FARGO OR THE SUCCESSOR UNDER THIS AGREEMENT OR OTHERWISE.
(E)
TAXES.
ALL BENEFITS TO BE PROVIDED TO THE EXECUTIVE IN CONNECTION
WITH THIS AGREEMENT WILL BE SUBJECT TO REQUIRED WITHHOLDING OF FEDERAL, STATE
AND LOCAL INCOME, EXCISE AND EMPLOYMENT-RELATED TAXES.
THE SUCCESSOR'S GOOD
FAITH DETERMINATION WITH RESPECT TO ITS OBLIGATION TO WITHHOLD SUCH TAXES
RELIEVES IT OF ANY OBLIGATION THAT SUCH AMOUNTS SHOULD HAVE BEEN PAID TO THE
EXECUTIVE.
(F)
NOTICES.
FOR THE PURPOSES OF THIS AGREEMENT, NOTICES AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN, OR REQUIRED UNDER, THIS AGREEMENT MUST BE
IN WRITING AND WILL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED
OR WHEN MAILED BY UNITED STATES REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED TO THE LAST KNOWN ADDRESS OF EITHER PARTY.
(G)
DISPUTES.
THE PARTIES AGREE THAT ANY DISPUTE, CONTROVERSY OR
CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE SETTLED
EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION
ASSOCIATION IN MINNEAPOLIS, MINNESOTA IN ACCORDANCE WITH THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT.
THE
ARBITER'S DECISION WILL
6
be binding on both parties. The Successor will pay all fees and costs of the
arbitration including legal fees.
(H)
EFFECT OF PLAN BENEFITS ON OTHER SEVERANCE PLANS.
IN THE EVENT
THE EXECUTIVE RECEIVES ANY PAYMENT UNDER THE TERMS OF THIS AGREEMENT, THE
EXECUTIVE WILL NOT BE ELIGIBLE TO RECEIVE BENEFITS UNDER ANY OTHER SEVERANCE PAY
PLAN SPONSORED OR MAINTAINED BY THE SUCCESSOR.
(I)
RELATED AGREEMENTS AND OTHER ARRANGEMENTS.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS
OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER TO THIS AGREEMENT HAVE BEEN MADE
BY ANY PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
IF THERE ARE
ANY OTHER AGREEMENTS OR PROVISIONS IN OTHER AGREEMENTS TO THE CONTRARY, THIS
AGREEMENT SHALL APPLY AND TAKE PRECEDENCE.
(J)
NO EMPLOYMENT OR SERVICE CONTRACT.
NOTHING IN THIS AGREEMENT IS
INTENDED TO PROVIDE THE EXECUTIVE WITH ANY RIGHT TO CONTINUE IN THE EMPLOY OF
FARGO OR THE SUCCESSOR FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH OR
OTHERWISE RESTRICT IN ANY WAY THE EXECUTIVE'S RIGHTS OR THE RIGHTS OF FARGO OR
THE SUCCESSOR.
(K)
PAYMENT; ASSIGNMENT.
BENEFITS PAYABLE UNDER THIS AGREEMENT WILL
BE PAID ONLY FROM THE GENERAL ASSETS OF THE SUCCESSOR AND THE EXECUTIVE WILL BE
A GENERAL UNSECURED CREDITOR.
(L)
LATE PAYMENTS.
BENEFITS NOT PAID UNDER THIS AGREEMENT WHEN DUE
WILL ACCRUE INTEREST AT THE RATE OF 18% PER YEAR, OR THE MAXIMUM RATE PERMITTED
UNDER APPLICABLE LAW.
(M)
SURVIVAL.
THE RESPECTIVE OBLIGATIONS AND BENEFITS OF THIS
AGREEMENT SHALL SURVIVE TERMINATION UNTIL THE OBLIGATIONS ARE SATISFIED.
(N)
AMENDMENTS; WAIVERS.
NO PROVISION OF THIS AGREEMENT MAY BE
MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH MODIFICATION, WAIVER OR DISCHARGE IS
AGREED TO IN WRITING SIGNED BY THE EXECUTIVE AND THE CHIEF