ACKNOWLEDGES THAT IT WILL BE
DIFFICULT, AND MAY BE IMPOSSIBLE, FOR THE EXECUTIVE TO FIND REASONABLY
COMPARABLE EMPLOYMENT FOLLOWING THE TERMINATION DATE. ACCORDINGLY, THE PARTIES
HERETO EXPRESSLY AGREE THAT THE PAYMENT OF THE SEVERANCE COMPENSATION BY THE
COMPANY TO THE EXECUTIVE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WILL BE
LIQUIDATED DAMAGES, AND THAT THE EXECUTIVE WILL NOT BE REQUIRED TO MITIGATE THE
AMOUNT OF ANY PAYMENT PROVIDED FOR IN THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT
OR OTHERWISE, NOR WILL ANY PROFITS, INCOME, EARNINGS OR OTHER BENEFITS FROM ANY
SOURCE WHATSOEVER CREATE ANY MITIGATION, OFFSET, REDUCTION OR ANY OTHER
OBLIGATION ON THE PART OF THE EXECUTIVE HEREUNDER OR OTHERWISE.
7. LEGAL FEES AND EXPENSES: IT IS THE INTENT OF THE COMPANY THAT THE EXECUTIVE
NOT BE REQUIRED TO INCUR THE EXPENSES ASSOCIATED WITH THE ENFORCEMENT OF THE
EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT BY LITIGATION OR OTHER LEGAL ACTION
BECAUSE THE COST AND EXPENSE THEREOF WOULD SUBSTANTIALLY DETRACT FROM THE
BENEFITS INTENDED TO BE EXTENDED TO THE EXECUTIVE HEREUNDER. ACCORDINGLY, IF IT
SHOULD APPEAR TO THE EXECUTIVE THAT THE COMPANY HAS FAILED TO COMPLY WITH ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT OR IN THE EVENT THAT THE COMPANY OR ANY
OTHER PERSON TAKES ANY ACTION TO DECLARE THIS AGREEMENT VOID OR UNENFORCEABLE,
OR INSTITUTES ANY LITIGATION DESIGNED TO DENY, OR TO RECOVER FROM, THE EXECUTIVE
THE BENEFITS INTENDED TO BE PROVIDED TO THE EXECUTIVE HEREUNDER, THE COMPANY
IRREVOCABLY AUTHORIZES THE EXECUTIVE FROM TIME TO TIME TO RETAIN COUNSEL OF THE
EXECUTIVE'S CHOICE, AT THE EXPENSE OF THE COMPANY AS HEREAFTER PROVIDED, TO
REPRESENT THE EXECUTIVE IN CONNECTION WITH THE LITIGATION OR DEFENSE OF ANY
LITIGATION OR OTHER LEGAL ACTION, WHETHER BY OR AGAINST THE COMPANY OR ANY
DIRECTOR, OFFICER, STOCKHOLDER OR OTHER PERSON AFFILIATED WITH THE COMPANY, IN
ANY JURISDICTION. THE COMPANY WILL PAY OR CAUSE TO BE PAID AND WILL BE SOLELY
RESPONSIBLE FOR ANY AND ALL REASONABLE ATTORNEYS' AND RELATED FEES AND EXPENSES
INCURRED BY THE EXECUTIVE PURSUANT TO THIS SECTION 7.
8. EMPLOYMENT RIGHTS: NOTHING EXPRESSED OR IMPLIED IN THIS AGREEMENT WILL CREATE
ANY RIGHT OR DUTY ON THE PART OF THE COMPANY OR THE EXECUTIVE TO HAVE THE
EXECUTIVE REMAIN IN THE EMPLOYMENT OF THE COMPANY PRIOR TO ANY CHANGE OF
CONTROL; PROVIDED, HOWEVER, THAT ANY TERMINATION OF EMPLOYMENT OF THE EXECUTIVE
(FOR ANY REASON OTHER THAN AS DESCRIBED IN SECTION 4(A)(I) OR SECTION 4(A)(II))
(I) FOLLOWING THE COMMENCEMENT OF ANY DISCUSSION WITH A THIRD PERSON THAT
ULTIMATELY RESULTS IN A CHANGE OF CONTROL OR (II) WITHIN THE SIX (6) MONTH
PERIOD IMMEDIATELY PRIOR TO A CHANGE OF CONTROL WILL BE DEEMED TO BE A
TERMINATION OR REMOVAL OF THE EXECUTIVE AFTER A CHANGE OF CONTROL FOR PURPOSES
OF THIS AGREEMENT.
9. WITHHOLDING OF TAXES: THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS PAYABLE UNDER
THIS AGREEMENT ALL FEDERAL, STATE, CITY OR OTHER TAXES AS WILL BE REQUIRED
PURSUANT TO ANY LAW OR GOVERNMENT REGULATION OR RULING.
10. SUCCESSORS AND BINDING AGREEMENT:
(a) The Company