OBTAIN AND CONSTITUTE SUCH
11
INSURANCE. EXECUTIVE HEREBY REPRESENTS THAT HE HAS NO REASON TO BELIEVE THAT HIS
LIFE IS NOT INSURABLE AT RATES NOW PREVAILING FOR HEALTHY MEN OF HIS AGE.
20.
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
EXECUTIVE. THE COMPANY AND ITS RESPECTIVE SUBSIDIARIES AND AFFILIATES, IF
APPLICABLE, SHALL BE ENTITLED TO DEDUCT OR WITHHOLD FROM ANY AMOUNTS OWING FROM
THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES TO EXECUTIVE ANY FEDERAL,
STATE, LOCAL OR FOREIGN WITHHOLDING TAXES, EXCISE TAX, OR EMPLOYMENT TAXES
("TAXES") IMPOSED WITH RESPECT TO EXECUTIVE'S COMPENSATION OR OTHER PAYMENTS
FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR EXECUTIVE'S
OWNERSHIP INTEREST IN THE COMPANY (INCLUDING, WITHOUT LIMITATION, WAGES,
BONUSES, DIVIDENDS, THE RECEIPT OR EXERCISE OF EQUITY OPTIONS AND/OR THE RECEIPT
OR VESTING OF RESTRICTED EQUITY). IN THE EVENT THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES DOES NOT MAKE SUCH DEDUCTIONS OR WITHHOLDINGS,
EXECUTIVE SHALL INDEMNIFY THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES FOR ANY
AMOUNTS PAID WITH RESPECT TO ANY SUCH TAXES, TOGETHER (IF SUCH FAILURE TO
WITHHOLD WAS AT THE WRITTEN DIRECTION OF EXECUTIVE OR IF EXECUTIVE HAS NOT
PROVIDED THE COMPANY WITH THE INFORMATION NECESSARY TO MAKE SUCH DEDUCTIONS OR
WITHHOLDINGS) WITH ANY INTEREST, PENALTIES AND RELATED EXPENSES THERETO.
21.
WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT
FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE
OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE
RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN
ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
22.
CORPORATE OPPORTUNITY. DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL SUBMIT TO THE BOARD ALL BUSINESS, COMMERCIAL AND INVESTMENT OPPORTUNITIES
OR OFFERS PRESENTED TO EXECUTIVE OR OF WHICH EXECUTIVE BECOMES AWARE WHICH
RELATE TO THE BUSINESS OF THE COMPANY AND/OR ITS SUBSIDIARIES OR AFFILIATES AT
ANY TIME DURING THE EMPLOYMENT PERIOD ("CORPORATE OPPORTUNITIES"). UNLESS
APPROVED BY THE BOARD, EXECUTIVE SHALL NOT ACCEPT OR PURSUE, DIRECTLY OR
INDIRECTLY, ANY CORPORATE OPPORTUNITIES ON EXECUTIVE'S OWN BEHALF.
23.
EXECUTIVE'S COOPERATION. DURING THE EMPLOYMENT PERIOD AND
THEREAFTER, EXECUTIVE SHALL COOPERATE WITH THE COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES IN ANY INTERNAL INVESTIGATION OR ADMINISTRATIVE, REGULATORY OR
JUDICIAL PROCEEDING AS REASONABLY REQUESTED BY THE COMPANY (INCLUDING, WITHOUT
LIMITATION, EXECUTIVE BEING AVAILABLE TO THE COMPANY UPON REASONABLE NOTICE FOR
INTERVIEWS AND FACTUAL INVESTIGATIONS, APPEARING AT THE COMPANY'S REQUEST TO
GIVE TESTIMONY WITHOUT REQUIRING SERVICE OF A SUBPOENA OR OTHER LEGAL PROCESS,
VOLUNTEERING TO THE COMPANY ALL PERTINENT INFORMATION AND TURNING OVER TO THE
COMPANY ALL RELEVANT DOCUMENTS WHICH ARE OR MAY COME INTO EXECUTIVE'S
POSSESSION, IN ALL CASES BY PROVIDING TRUTHFUL AND ACCURATE INFORMATION AND ALL
AT TIMES AND ON SCHEDULES THAT ARE REASONABLY CONSISTENT WITH EXECUTIVE'S OTHER
PERMITTED ACTIVITIES AND COMMITMENTS). IN THE EVENT THE COMPANY REQUIRES
EXECUTIVE'S COOPERATION IN ACCORDANCE WITH THIS PARAGRAPH, SOLELY IN RECOGNITION
OF EXECUTIVE'S TIME AND EXPENSES HE MAY INCUR, THE COMPANY SHALL PAY EXECUTIVE