THEN IN EFFECT.
JUDGMENT MAY BE ENTERED ON THE
ARBITRATOR'S AWARD IN ANY COURT HAVING JURISDICTION.
5.2.
EXPENSES.
THE COMPANY AGREES TO PAY, AS INCURRED, TO THE FULL EXTENT
PERMITTED BY LAW, ALL LEGAL, ACCOUNTING AND OTHER FEES AND EXPENSES WHICH THE
EXECUTIVE MAY REASONABLY INCUR AS A RESULT OF ANY CLAIM OR CONTEST (REGARDLESS
OF THE OUTCOME THEREOF) BY THE COMPANY, THE EXECUTIVE OR OTHERS REGARDING THE
VALIDITY OR ENFORCEABILITY OF, OR LIABILITY UNDER, ANY PROVISION OF THIS
AGREEMENT OR ANY GUARANTEE OF PERFORMANCE THEREOF (INCLUDING AS A RESULT OF ANY
CONTEST BY THE EXECUTIVE REGARDING THE AMOUNT OF ANY PAYMENT OR BENEFITS
PURSUANT TO THIS AGREEMENT), PLUS IN EACH CASE INTEREST ON ANY DELAYED PAYMENT
AT THE APPLICABLE FEDERAL RATE PROVIDED FOR IN SECTION 7872(F)(2)(A) OF THE
CODE; PROVIDED, HOWEVER, THAT (A) THE AMOUNT OF SUCH FEES AND EXPENSES PAID (OR
REIMBURSED) BY THE COMPANY DURING ANY CALENDAR YEAR MAY NOT AFFECT THE AMOUNT OF
FEES AND EXPENSES PAID (OR REIMBURSED) BY THE COMPANY IN ANY OTHER CALENDAR
YEAR, (B) PAYMENT (OR REIMBURSEMENT) OF FEES AND EXPENSES BY THE COMPANY SHALL
BE MADE ON OR BEFORE THE LAST DAY OF THE CALENDAR YEAR FOLLOWING THE CALENDAR
YEAR IN WHICH THE FEES AND EXPENSES WERE INCURRED, (C) THE EXECUTIVE'S RIGHT TO
REASONABLE FEES AND EXPENSES IS NOT SUBJECT TO LIQUIDATION OR EXCHANGE FOR
ANOTHER BENEFIT AND (D) THIS OBLIGATION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND SHALL REMAIN IN EFFECT UNTIL THE APPLICABLE STATUTE OF LIMITATIONS
HAS EXPIRED WITH RESPECT TO ANY LITIGATION TO ENFORCE THE TERMS OF THIS
AGREEMENT.
6.
SUCCESSORS.
6.1.
SUCCESSOR TO COMPANY.
THE COMPANY SHALL REQUIRE ANY SUCCESSOR (WHETHER
DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS (INCLUDING PURSUANT TO ACQUISITION OF ALL OR
SUBSTANTIALLY ALL OF THE COMMON STOCK OF THE COMPANY) OR ASSETS OF THE COMPANY
EXPRESSLY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT TO THE SAME EXTENT THAT
THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN
PLACE.
FAILURE OF THE COMPANY TO OBTAIN AN ASSUMPTION OF THIS AGREEMENT AT OR
PRIOR TO THE EFFECTIVENESS OF ANY SUCCESSION SHALL BE A BREACH OF THIS AGREEMENT
AND SHALL CONSTITUTE INVOLUNTARY TERMINATION IF THE EXECUTIVE ELECTS TO
TERMINATE EMPLOYMENT, EXCEPT THAT FOR PURPOSES OF IMPLEMENTING THE FOREGOING,
THE DATE ON WHICH ANY SUCH SUCCESSION BECOMES EFFECTIVE SHALL BE DEEMED THE DATE
OF TERMINATION.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS
DEFINED ABOVE AND ANY SUCCESSOR TO ITS BUSINESS OR ASSETS AS AFORESAID WHICH
ASSUMES AND AGREES TO PERFORM THIS AGREEMENT, BY OPERATION OF LAW OR OTHERWISE.
6.2.
SUCCESSOR TO EXECUTIVE.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES.
IF THE EXECUTIVE SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE
TO THE EXECUTIVE OR HIS FAMILY HEREUNDER IF THE EXECUTIVE HAD CONTINUED TO LIVE,
ALL SUCH