INTEREST IN THIS AGREEMENT AS OF THE DATE OF SUCH
EVENT TO SUCH PERSON, AND THE COMPANY SHALL CAUSE SUCH PERSON, BY WRITTEN
AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO EXECUTIVE, TO
EXPRESSLY ASSUME AND AGREE TO PERFORM FROM AND AFTER THE DATE OF SUCH ASSIGNMENT
ALL OF THE TERMS, CONDITIONS AND PROVISIONS IMPOSED BY THIS AGREEMENT UPON THE
COMPANY.
FAILURE OF THE COMPANY TO OBTAIN SUCH AGREEMENT PRIOR TO THE EFFECTIVE
DATE OF SUCH SALE OF BUSINESS SHALL BE A BREACH OF THIS AGREEMENT CONSTITUTING
"GOOD REASON" HEREUNDER, EXCEPT THAT FOR PURPOSES OF IMPLEMENTING THE FOREGOING
THE DATE UPON WHICH SUCH SALE OF BUSINESS BECOMES EFFECTIVE SHALL BE THE
TERMINATION DATE.
IN CASE OF SUCH ASSIGNMENT BY THE COMPANY AND OF ASSUMPTION
AND AGREEMENT BY SUCH PERSON, AS USED IN THIS AGREEMENT, "THE COMPANY" SHALL
THEREAFTER MEAN THE PERSON WHICH EXECUTES AND DELIVERS THE AGREEMENT PROVIDED
FOR IN THIS SECTION 10 OR WHICH OTHERWISE BECOMES BOUND BY ALL THE TERMS AND
PROVISIONS OF THIS AGREEMENT BY OPERATION OF LAW, AND THIS AGREEMENT SHALL INURE
TO THE BENEFIT OF, AND BE ENFORCEABLE BY, SUCH PERSON.
EXECUTIVE SHALL, IN HIS
DISCRETION, BE ENTITLED TO PROCEED AGAINST ANY OR ALL OF SUCH PERSONS, ANY
PERSON WHICH THERETOFORE WAS SUCH A SUCCESSOR TO THE COMPANY, AND THE COMPANY
(AS SO DEFINED) IN ANY ACTION TO ENFORCE ANY RIGHTS OF EXECUTIVE HEREUNDER.
EXCEPT AS PROVIDED IN THIS SECTION 10, THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY
THE COMPANY.
THIS AGREEMENT SHALL NOT BE TERMINATED BY THE VOLUNTARY OR
INVOLUNTARY DISSOLUTION OF THE COMPANY.
11.
ARBITRATION.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE BREACH OF THIS AGREEMENT THAT CANNOT BE MUTUALLY RESOLVED BY
THE EXECUTIVE AND THE COMPANY, INCLUDING ANY DISPUTE AS TO THE CALCULATION OF
THE EXECUTIVE'S BENEFITS, BASE SALARY, BONUS AMOUNT OR ANY SEVERANCE PAYMENT
HEREUNDER, OR ANY DISPUTE REGARDING THE EXISTENCE OF CAUSE OR GOOD REASON IN
CONNECTION WITH ANY TERMINATION HEREUNDER, SHALL BE SUBMITTED TO ARBITRATION IN
CHICAGO, ILLINOIS, IN ACCORDANCE WITH THE PROCEDURES OF THE AMERICAN ARBITRATION
ASSOCIATION.
THE DETERMINATION OF THE ARBITRATOR SHALL BE CONCLUSIVE AND
BINDING ON THE COMPANY AND THE EXECUTIVE, AND JUDGMENT MAY BE ENTERED ON THE
ARBITRATOR'S AWARD IN ANY COURT HAVING JURISDICTION.
12.
APPLICABLE LAW AND JURISDICTION.
THIS AGREEMENT IS TO BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE UNITED STATES AND OF THE STATE OF ILLINOIS
WITHOUT RESORT TO ILLINOIS CHOICE OF LAW RULES.
EACH PARTY HEREBY AGREES THAT
THE FORUM AND VENUE FOR ANY LEGAL OR EQUITABLE ACTION OR PROCEEDING ARISING OUT
OF, OR IN CONNECTION WITH, THIS AGREEMENT WILL LIE IN THE APPROPRIATE FEDERAL OR
STATE COURTS IN THE STATE OF ILLINOIS AND SPECIFICALLY WAIVES ANY AND ALL
OBJECTIONS TO SUCH JURISDICTION AND VENUE.
10
13.
CAPTIONS AND PARAGRAPH HEADINGS.
CAPTIONS AND PARAGRAPH HEADINGS USED
HEREIN ARE FOR CONVENIENCE ONLY AND ARE NOT A PART OF THIS AGREEMENT AND WILL
NOT BE USED IN CONSTRUING IT.
14.
INVALID PROVISIONS.
SUBJECT