HIS SPOUSE'S EMPLOYER, AT THE LEVEL IN EFFECT
AT THE DATE OF HIS TERMINATION (OR GENERALLY COMPARABLE COVERAGE) FOR HIMSELF
AND, WHERE APPLICABLE, HIS SPOUSE AND DEPENDENTS, AS THE SAME MAY BE CHANGED BY
THE COMPANY FROM TIME TO TIME FOR EMPLOYEES GENERALLY, AS IF THE EMPLOYEE HAD
CONTINUED IN EMPLOYMENT DURING SUCH PERIOD; PROVIDED, IN ANY CASE, THAT THE
COBRA HEALTH CARE CONTINUATION COVERAGE PERIOD UNDER SECTION 4980B OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, SHALL RUN CONCURRENTLY WITH THE
FOREGOING PERIOD.
(4)
IMMEDIATE VESTING IN ANY RESTRICTED STOCK AND
STOCK OPTIONS ISSUED PURSUANT TO SECTION 3.
C.
IN THE CASE OF TERMINATION DUE TO
EMPLOYEE'S DISABILITY, ANY SEVERANCE BENEFITS PAYABLE PURSUANT TO THIS SECTION 5
WILL BE OFFSET BY ANY LONG-TERM DISABILITY BENEFITS TO WHICH EMPLOYEE IS
ENTITLED UNDER THE COMPANY'S LONG-TERM DISABILITY PLAN.
D.
NOTWITHSTANDING THE PRECEDING PROVISIONS
OF THIS SECTION 5, NO AMOUNT WILL BE PAID OR BENEFIT PROVIDED UNDER THIS
SECTION 5 UNLESS AND UNTIL (X) EMPLOYEE EXECUTES AND DELIVERS A GENERAL RELEASE
OF CLAIMS AGAINST THE COMPANY AND ITS SUBSIDIARIES IN A FORM PRESCRIBED BY THE
COMPANY, AND (Y) SUCH RELEASE BECOMES
8
IRREVOCABLE.
ANY SEVERANCE PAY OR BENEFITS PROVIDED UNDER THIS SECTION 5 WILL
BE IN LIEU OF, NOT IN ADDITION TO, ANY OTHER SEVERANCE ARRANGEMENT MAINTAINED BY
THE COMPANY.
6.
MISCELLANEOUS.
A.
ARBITRATION.
EXCEPT A CONTROVERSY OR
CLAIM ARISING OUT OR RELATING TO SECTION 4 OF THIS AGREEMENT, ANY CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH OF ANY COVENANT
OR AGREEMENT CONTAINED HEREIN, SHALL BE COMMENCED BY FILING A NOTICE (THE
"NOTICE") FOR ARBITRATION WITH THE AMERICAN ARBITRATION ASSOCIATION ("AAA."),
WITH A COPY TO THE OTHER PARTY HERETO.
SUCH CONTROVERSY OR CLAIM SHALL BE
DECIDED BY ARBITRATION IN PHILADELPHIA, PENNSYLVANIA, IN ACCORDANCE WITH THE
EMPLOYMENT ARBITRATION RULES OF THE AAA. THEN OBTAINING.
THE DECISION AND THE
AWARD OF DAMAGES RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING AND
JUDGMENT MAY BE ENTERED UPON IT IN ANY COURT HAVING JURISDICTION THEREOF.
B.
OTHER AGREEMENTS.
EMPLOYEE REPRESENTS
AND WARRANTS TO THE COMPANY THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR
UNDERSTANDINGS WHATSOEVER TO WHICH HE IS A PARTY THAT WOULD PREVENT OR MAKE
UNLAWFUL HIS EXECUTION OF THIS AGREEMENT, THAT WOULD BE INCONSISTENT OR IN
CONFLICT WITH THIS AGREEMENT OR EMPLOYEE'S OBLIGATIONS HEREUNDER, OR THAT WOULD
OTHERWISE PREVENT, LIMIT OR IMPAIR THE PERFORMANCE BY EMPLOYEE OF HIS DUTIES TO
THE COMPANY.
C.
ENTIRE AGREEMENT; AMENDMENT.
THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO
RELATING TO THE SUBJECT MATTER HEREOF, AND MERGES AND SUPERSEDES ALL PRIOR AND
CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE
RELATING TO THE EMPLOYMENT OF EMPLOYEE BY THE COMPANY.
THIS AGREEMENT MAY NOT
BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY EACH OF THE
PARTIES HERETO.
D.
WAIVER.
ANY WAIVER OF ANY TERM OR
CONDITION HEREOF WILL NOT OPERATE AS A WAIVER OF ANY OTHER TERM OR CONDITION OF
THIS AGREEMENT.
ANY