extent such amounts are paid by the Company shall be
credited against the total amounts otherwise finally determined to be owed to
Executive pursuant to this Agreement.
(D)
ALL REASONABLE COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND EXPENSES OF COUNSEL) INCURRED BY EXECUTIVE IN SEEKING TO
ENFORCE RIGHTS PURSUANT TO THIS AGREEMENT SHALL BE PAID BY THE COMPANY ON BEHALF
OF EXECUTIVE (OR, IF ALREADY PAID BY EXECUTIVE, REIMBURSED TO EXECUTIVE BY THE
COMPANY) TO THE EXTENT THAT EXECUTIVE PREVAILS IN ENFORCING SUCH RIGHTS BEFORE A
COURT OF COMPETENT JURISDICTION OR ARBITRAL TRIBUNAL.
(E)
ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE FILED EXCLUSIVELY
WITH THE AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK BEFORE THREE
ARBITRATORS, IN ACCORDANCE WITH THE NATIONAL RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AT THE
TIME OF SUBMISSION TO ARBITRATION.
THE COMPANY AND EXECUTIVE HEREBY AGREE THAT
A JUDGMENT UPON AN AWARD RENDERED BY THE ARBITRATORS MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
THE COMPANY SHALL PAY ALL COSTS UNIQUELY ATTRIBUTABLE TO ARBITRATION, INCLUDING
THE ADMINISTRATIVE FEES AND COSTS OF THE ARBITRATORS.
SUBJECT TO SECTION 13(D)
HEREOF, EACH PARTY SHALL PAY THAT PARTY'S OWN COSTS AND ATTORNEY FEES, IF ANY.
EXECUTIVE UNDERSTANDS THAT HE IS GIVING UP NO SUBSTANTIVE RIGHTS, AND THIS
AGREEMENT SIMPLY GOVERNS FORUM.
THE ARBITRATORS SHALL APPLY THE SAME STANDARDS
A COURT WOULD APPLY TO AWARD ANY DAMAGES, ATTORNEY FEES OR COSTS.
EXECUTIVE
SHALL NOT BE REQUIRED TO PAY ANY FEE OR COST THAT HE WOULD NOT OTHERWISE BE
REQUIRED TO PAY IN A COURT ACTION, UNLESS SO ORDERED BY THE ARBITRATORS.
(F)
BY SIGNING THIS AGREEMENT, EXECUTIVE AND THE COMPANY ACKNOWLEDGE
THAT THE RIGHT TO A COURT TRIAL AND TRIAL BY JURY IS OF VALUE, AND KNOWINGLY AND
VOLUNTARILY WAIVE THAT RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THIS
ARBITRATION PROVISION.
14.
TITLES AND CAPTIONS.
ALL PARAGRAPH TITLES OR CAPTIONS IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE, LIMIT, EXTEND OR
DESCRIBE THE SCOPE OR INTENT OF ANY PROVISION HEREOF.
15.
JOINT DRAFTING.
IN RECOGNITION OF THE FACT THAT THE PARTIES
HERETO HAD AN EQUAL OPPORTUNITY TO NEGOTIATE THE LANGUAGE OF, AND DRAFT, THIS
AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE IS NO SINGLE DRAFTER OF
THIS AGREEMENT AND THEREFORE, THE GENERAL RULE THAT AMBIGUITIES ARE TO BE
CONSTRUED AGAINST THE DRAFTER IS, AND SHALL BE, INAPPLICABLE.
IF ANY LANGUAGE
IN THIS AGREEMENT IS FOUND OR CLAIMED TO BE AMBIGUOUS, EACH PARTY SHALL HAVE THE
SAME OPPORTUNITY TO PRESENT EVIDENCE AS TO THE ACTUAL INTENT OF THE PARTIES WITH
RESPECT TO ANY SUCH AMBIGUOUS LANGUAGE WITHOUT ANY INFERENCE OR PRESUMPTION
BEING DRAWN AGAINST ANY PARTY.
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16.
REIMBURSEMENT OF EXPENSES OF EXECUTIVE IN NEGOTIATING AGREEMENT.
ALL REASONABLE COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL) INCURRED BY EXECUTIVE IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, EXECUTION, OR DELIVERY OF