YOU, EXPRESSLY
TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT AS THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION HAD
TAKEN PLACE.
B.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY YOUR PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES, AND
LEGATEES.
IF YOU SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO YOU
HEREUNDER IF YOU HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE
PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO
YOUR DEVISEE, LEGATEE, OR OTHER DESIGNEE OR, IF THERE IS NO SUCH DESIGNEE, TO
YOUR ESTATE.
9.
MISCELLANEOUS.
NO PROVISION OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED, OR DISCHARGED UNLESS SUCH MODIFICATION,
WAIVER, OR DISCHARGE IS AGREED TO IN A WRITING SIGNED BY YOU AND THE CHAIRMAN OF
THE BOARD OR PRESIDENT OF THE COMPANY.
NO WAIVER BY EITHER PARTY HERETO AT ANY
TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR OF COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY
SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT
THE SAME, OR AT ANY PRIOR OR SUBSEQUENT, TIME.
NO AGREEMENTS OR
REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SUBJECT MATTER HEREOF HAVE BEEN MADE BY EITHER PARTY WHICH ARE NOT EXPRESSLY SET
FORTH IN THIS AGREEMENT.
THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
WASHINGTON.
10.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY
OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN
FULL FORCE AND EFFECT.
9
11.
PAYMENTS DURING CONTROVERSY.
NOTWITHSTANDING
THE PENDENCY OF ANY DISPUTE OR CONTROVERSY, THE COMPANY WILL CONTINUE TO PAY YOU
YOUR FULL COMPENSATION IN EFFECT WHEN THE NOTICE GIVING RISE TO THE DISPUTE WAS
GIVEN AND CONTINUE YOU AS A PARTICIPANT IN ALL COMPENSATION, BENEFIT, AND
INSURANCE PLANS IN WHICH YOU WERE PARTICIPATING WHEN THE NOTICE GIVING RISE TO
THE DISPUTE WAS GIVEN, UNTIL THE DISPUTE IS FINALLY RESOLVED IN ACCORDANCE WITH
PARAGRAPH (E) (V) OF SECTION 4.
IF THE COMPANY IS DETERMINED TO BE THE
PREVAILING PARTY IN SUCH DISPUTE, AMOUNTS PAID DURING SUCH CONTROVERSY ARE NOT
IN ADDITION TO ALL OTHER AMOUNTS DUE UNDER THIS AGREEMENT AND SHALL BE OFFSET
AGAINST AND REDUCE ANY OTHER AMOUNTS DUE UNDER THIS AGREEMENT BUT NOT BELOW ZERO
SO THAT NO AFFIRMATIVE RECOVERY SHALL BE OBTAINED FROM YOU ON SUCH ACCOUNT.
YOU
SHALL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE OF YOUR RIGHT TO BE PAID UNTIL
THE DATE OF TERMINATION DURING THE PENDENCY OF ANY DISPUTE OR CONTROVERSY
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
If this letter correctly sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter,