SHALL
BE MADE AND ALL INVESTORS AND MANAGEMENT STOCKHOLDERS SHALL EXECUTE SUCH
DOCUMENTS AND AGREEMENTS AS REASONABLY
28
REQUESTED BY THE PRINCIPAL INVESTORS SO THAT THIS AGREEMENT SHALL BE GIVEN FULL
FORCE AND EFFECT WITH RESPECT TO SUCH SURVIVING CORPORATION OR ENTITY OR SUCH
PERSON THAT ACQUIRES ALL OR SUBSTANTIALLY ALL OF THE PROPERTIES AND ASSETS OF
THE COMPANY OR ANY SUCCESSOR OR ASSIGN (ANY SUCH SURVIVING CORPORATION, ENTITY
OR PERSON, A "SUCCESSOR ENTITY"), AS THE CASE MAY BE, AND THE RIGHTS AND
OBLIGATIONS OF EACH PARTY HERETO SHALL CONTINUE IN FULL FORCE AND EFFECT SUCH
THAT EACH PARTY SHALL HAVE THE SAME RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
APPLICABLE SUCCESSOR ENTITY AND ITS SECURITIES AS IT HAS WITH RESPECT TO THE
COMPANY AND THE SHARES, AND IN THE CASE OF (C) PROPER PROVISION SHALL BE MADE
AND ALL INVESTORS AND MANAGEMENT STOCKHOLDERS SHALL EXECUTE SUCH DOCUMENTS AND
AGREEMENT AS REASONABLY REQUESTED BY THE PRINCIPAL INVESTORS SO THAT THE
PROVISIONS OF SECTION 2, SECTION 3 AND SECTION 4 SHALL SURVIVE (AS MAY BE
AMENDED AS REASONABLY DETERMINED BY THE PRINCIPAL INVESTORS) WITH RESPECT TO
SUCH NON-PUBLICLY TRADED EQUITY SECURITIES.
(L)
TAX WITHHOLDING.
THE COMPANY SHALL BE
ENTITLED TO REQUIRE PAYMENT IN CASH OR DEDUCTION FROM OTHER COMPENSATION PAYABLE
TO ANY MANAGEMENT STOCKHOLDER OF ANY SUMS REQUIRED BY FEDERAL, STATE, OR LOCAL
TAX LAW TO BE WITHHELD WITH RESPECT TO THE ISSUANCE, VESTING, EXERCISE,
REPURCHASE, OR CANCELLATION OF ANY RESTRICTED SHARE OR ANY EMPLOYEE OPTION.
(M)
NO EMPLOYMENT RIGHTS.
NOTHING CONTAINED IN
THIS AGREEMENT (I) OBLIGATES THE COMPANY OR ANY AFFILIATE OF THE COMPANY TO
EMPLOY ANY MANAGEMENT STOCKHOLDER IN ANY CAPACITY WHATSOEVER; OR (II) PROHIBITS
OR RESTRICTS THE COMPANY OR ANY AFFILIATE OF THE COMPANY FROM TERMINATING THE
EMPLOYMENT, IF ANY, OF ANY MANAGEMENT STOCKHOLDER AT ANY TIME OR FOR ANY REASON
WHATSOEVER AND EACH MANAGEMENT STOCKHOLDER HEREBY ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS MAY OTHERWISE BE SET FORTH IN ANY WRITTEN AGREEMENT BETWEEN THE
COMPANY AND SUCH MANAGEMENT STOCKHOLDER, NEITHER THE COMPANY NOR ANY OTHER
PERSON HAS MADE ANY REPRESENTATIONS OR PROMISES WHATSOEVER TO SUCH MANAGEMENT
STOCKHOLDER CONCERNING HIS OR HER EMPLOYMENT OR CONTINUED EMPLOYMENT BY THE
COMPANY OR ANY AFFILIATE OF THE COMPANY.
(N)
OFFSETS.
THE COMPANY SHALL BE PERMITTED TO
OFFSET AND REDUCE FROM ANY AMOUNTS PAYABLE TO A MANAGEMENT STOCKHOLDER THE
AMOUNT OF ANY INDEBTEDNESS OR OTHER OBLIGATION OR PAYMENT OWING TO THE COMPANY
BY THE MANAGEMENT STOCKHOLDER.
(O)
INTEGRATION.
THIS AGREEMENT, THE AMC
STOCKHOLDERS AGREEMENT AND THE REGULATORY SIDE LETTER CONSTITUTE THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS PERTAINING THERETO, INCLUDING
THE ORIGINAL MANAGEMENT STOCKHOLDERS AGREEMENT; PROVIDED, HOWEVER, THAT FOR THE
AVOIDANCE OF DOUBT, IT IS UNDERSTOOD AND AGREED THAT NOTHING IN THE AMC
STOCKHOLDERS AGREEMENT SHALL BE DEEMED TO CONFER UPON THE MANAGEMENT
STOCKHOLDERS ANY RIGHTS BEYOND THOSE EXPRESSLY SET FORTH HEREIN.
(P)
FURTHER ASSURANCES.
IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, EACH MANAGEMENT STOCKHOLDER
SHALL