CLAIM WILL BE
CONSIDERED DENIED.
(B)
MEDIATION.
IF THE EXECUTIVE IS DISSATISFIED WITH THE PLAN
ADMINISTRATOR'S DECISION UPON APPEAL, THE EXECUTIVE AGREES THAT HE WILL MAKE A
GOOD FAITH ATTEMPT TO RESOLVE HIS CLAIM BY SUBMITTING THE MATTER TO MEDIATION IN
PHILADELPHIA, PENNSYLVANIA BEFORE RESORTING TO ANY OTHER PROCEEDING OR FORUM.
THE PARTIES WILL SUBMIT THE MATTER TO MEDIATION WITHIN 5 BUSINESS DAYS OF THE
DETERMINATION THAT THERE IS A DISPUTE AND WILL CHOOSE A MEDIATOR WITHIN 5
BUSINESS DAYS FOLLOWING SUCH SUBMISSION, PROVIDED THAT IF THE PARTIES CANNOT
AGREE ON A MEDIATOR, THE MEDIATOR WILL BE SELECTED BY THE AMERICAN ARBITRATION
ASSOCIATION.
WITHIN 30 DAYS AFTER THE SELECTION OF THE MEDIATOR, THE PARTIES
AND THEIR RESPECTIVE ATTORNEYS WILL MEET WITH THE MEDIATOR FOR TWO MEDIATION
SESSIONS OF AT LEAST TWO HOURS EACH.
IF THE CLAIM OR DISPUTE CANNOT BE SETTLED
DURING SUCH MEDIATION SESSIONS (OR A MUTUALLY AGREED CONTINUATION OF THOSE
SESSIONS), EITHER OF THE PARTIES MAY GIVE THE MEDIATOR AND THE OTHER PARTY
WRITTEN NOTICE DECLARING THE END OF THE MEDIATION PROCESS.
ALL DISCUSSIONS
CONNECTED WITH THIS MEDIATION PROVISION WILL BE CONFIDENTIAL AND TREATED AS
COMPROMISE AND SETTLEMENT DISCUSSIONS.
ACCORDINGLY, NOTHING DISCLOSED IN SUCH
DISCUSSIONS MAY BE USED FOR ANY PURPOSE IN ANY LATER PROCEEDING.
7.
MISCELLANEOUS PROVISIONS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF, AND MERGES AND
SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF EVERY NATURE REGARDING THAT SUBJECT MATTER.
(B)
EMPLOYMENT STATUS. THIS AGREEMENT DOES NOT CONSTITUTE A CONTRACT
OF EMPLOYMENT OR IMPOSE UPON THE EXECUTIVE ANY OBLIGATION TO REMAIN AS AN
EMPLOYEE, NOR DOES IT IMPOSE ON THE COMPANY ANY OBLIGATION (I) TO RETAIN THE
EXECUTIVE AS AN EMPLOYEE OR (II) TO LIMIT IN ANY RESPECT THE RIGHT OF THE
COMPANY TO DISCHARGE THE EXECUTIVE AT ANY TIME FOR ANY REASON.
FOR AVOIDANCE OF
DOUBT, SERVICE AS A DIRECTOR WILL NOT, ITSELF, CONSTITUTE EMPLOYMENT BY THE
COMPANY FOR PURPOSES OF THIS AGREEMENT.
5
(C)
NON-ALIENATION.
EXCEPT AS EXPRESSLY PROVIDED HEREIN WITH RESPECT
TO PAYMENT TO A DESIGNATED BENEFICIARY IN THE EVENT OF THE EXECUTIVE'S PREMATURE
DEATH, THE RIGHTS AND INTERESTS OF THE EXECUTIVE UNDER THIS AGREEMENT WILL NOT
BE SUBJECT IN ANY MANNER TO ANTICIPATION, ALIENATION, SALE, TRANSFER,
ASSIGNMENT, PLEDGE OR ENCUMBRANCE BY THE EXECUTIVE OR ANY PERSON CLAIMING UNDER
OR THROUGH THE EXECUTIVE, NOR WILL THEY BE SUBJECT TO THE DEBTS, CONTRACTS,
LIABILITIES OR TORTS OF THE EXECUTIVE OR ANYONE ELSE PRIOR TO PAYMENT.
(D)
NOTICES. ANY NOTICES PROVIDED HEREUNDER MUST BE IN WRITING, AND
SUCH NOTICES OR ANY OTHER WRITTEN COMMUNICATION WILL BE DEEMED EFFECTIVE UPON
THE EARLIER OF PERSONAL DELIVERY (INCLUDING PERSONAL DELIVERY BY FACSIMILE) OR
THE THIRD DAY AFTER MAILING BY FIRST CLASS MAIL, TO THE COMPANY AT ITS PRIMARY
OFFICE LOCATION AND TO THE EXECUTIVE AT THE EXECUTIVE'S ADDRESS AS LISTED IN THE
COMPANY'S PAYROLL RECORDS.
ANY PAYMENTS MADE BY THE COMPANY TO THE EXECUTIVE
UNDER THE TERMS OF THIS AGREEMENT WILL BE DELIVERED