SUBJECT MATTER HEREOF AND, EXCEPT AS PROVIDED BELOW, IT SUPERSEDES ALL PRIOR
UNDERSTANDINGS AND AGREEMENTS (INCLUDING, WITHOUT LIMITATION, THE PREDECESSOR
AGREEMENT) BETWEEN THE EXECUTIVE AND THE COMPANY WITH RESPECT TO THE MATTERS
CONTEMPLATED IN THE AGREEMENT. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE
EXECUTIVE AGREES THAT THIS AGREEMENT SATISFIES ANY RIGHTS HE MAY HAVE HAD UNDER
ANY PRIOR UNDERSTANDING OR AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE
PREDECESSOR AGREEMENT) BETWEEN THE EXECUTIVE AND THE COMPANY WITH RESPECT TO THE
SUBJECT MATTERS DESCRIBED THEREIN, AND THE PARTIES AGREE THAT THE PREDECESSOR
AGREEMENT SHALL BE TERMINATED AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. THE
EXECUTIVE AND THE COMPANY AGREE THAT NO TERM, PROVISION OR CONDITION OF THIS
AGREEMENT SHALL BE HELD TO BE ALTERED, AMENDED, CHANGED OR WAIVED IN ANY RESPECT
EXCEPT AS EVIDENCED BY WRITTEN AGREEMENT OF THE EXECUTIVE AND THE COMPANY.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THE AGREEMENT (AND
EXCEPT AS PROVIDED BELOW WITH RESPECT TO THE EMPLOYMENT AGREEMENT), NEITHER THIS
AGREEMENT NOR ANY PROVISION HEREOF SHALL SUPERSEDE OR OTHERWISE LIMIT THE
EXECUTIVE'S OR THE COMPANY'S RIGHTS OR OBLIGATIONS PURSUANT TO THE ICN AGREEMENT
OR THE EMPLOYMENT AGREEMENT, EXCEPT AS FOLLOWS: IF AND AS LONG AS THE EXECUTIVE
IS ALSO A PARTY TO THE EMPLOYMENT AGREEMENT WITH THE COMPANY THAT PROVIDES FOR
CERTAIN PAYMENTS TO BE MADE BY THE COMPANY TO THE EXECUTIVE IN THE EVENT HIS
EMPLOYMENT IS TERMINATED, THEN THE EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT
THE BENEFITS PAID (IF ANY) UNDER THIS AGREEMENT FOLLOWING A QUALIFYING
TERMINATION OF THE EXECUTIVE WILL OFFSET THE BENEFITS PAID (IF ANY) UNDER THE
EXECUTIVE'S EMPLOYMENT AGREEMENT.
THIS AGREEMENT AND THE EMPLOYMENT AGREEMENT
SHALL BE INTERPRETED IN SUCH A MANNER AS TO AVOID A DUPLICATION OF BENEFITS TO
THE EXECUTIVE.
THE DETERMINATION OF WHETHER ANY DUPLICATION OF BENEFITS HAS
OCCURRED SHALL BE MADE BY THE COMPANY'S OUTSIDE, INDEPENDENT ACCOUNTANTS.
THE
DETERMINATION OF THE ACCOUNTING FIRM SHALL BE FINAL AND BINDING ON THE COMPANY
AND THE EXECUTIVE.
IN THE EVENT THE EXECUTIVE RECEIVES ANY DUPLICATION OF
BENEFITS, THE AMOUNT OF SUCH DUPLICATION SHALL BE PAID BY THE EXECUTIVE TO THE
COMPANY IMMEDIATELY UPON RECEIPT OF WRITTEN NOTIFICATION OF THE AMOUNT OF SUCH
DUPLICATION FROM THE COMPANY.
14.
NO TRUST FUND; UNFUNDED OBLIGATION.
THE OBLIGATION OF THE
COMPANY TO MAKE PAYMENTS HEREUNDER SHALL CONSTITUTE AN UNSECURED LIABILITY OF
THE COMPANY TO THE EXECUTIVE.
THE COMPANY SHALL NOT BE REQUIRED TO ESTABLISH OR
MAINTAIN ANY SPECIAL OR SEPARATE FUND, OR OTHERWISE TO SEGREGATE ASSETS TO
ASSURE THAT SUCH PAYMENTS SHALL BE MADE, AND THE EXECUTIVE SHALL NOT HAVE ANY
INTEREST IN ANY PARTICULAR ASSETS OF THE COMPANY BY REASON OF ITS OBLIGATIONS
HEREUNDER.
NOTHING CONTAINED IN THIS AGREEMENT SHALL CREATE OR BE CONSTRUED AS
CREATING A TRUST OF ANY KIND OR ANY OTHER FIDUCIARY RELATIONSHIP BETWEEN OR
AMONG THE COMPANY, THE EXECUTIVE, OR ANY OTHER PERSON.
TO THE EXTENT THAT ANY
PERSON ACQUIRES A RIGHT TO RECEIVE PAYMENT FROM THE COMPANY, SUCH RIGHT SHALL BE
NO GREATER THAN THE RIGHT OF