ANY OTHER AGREEMENTS WITH ANY OF THE COMPANIES. AMOUNTS WHICH ARE VESTED
BENEFITS OR WHICH EXECUTIVE IS OTHERWISE ENTITLED TO RECEIVE UNDER ANY PLAN AND
ANY OTHER PAYMENT OR BENEFIT REQUIRED BY LAW AT OR AFTER THE TERMINATION DATE
SHALL BE PAYABLE IN ACCORDANCE WITH SUCH PLAN OR APPLICABLE LAW EXCEPT AS
EXPRESSLY MODIFIED BY THIS AGREEMENT.
10.3
NO RIGHT TO CONTINUED EMPLOYMENT. NOTHING IN THIS AGREEMENT SHALL
GUARANTEE THE RIGHT OF EXECUTIVE TO CONTINUE IN EMPLOYMENT, AND EACH OF THE
COMPANIES RETAINS THE RIGHT TO TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME
FOR ANY REASON OR FOR NO REASON.
ARTICLE XI.
MISCELLANEOUS
11.1
NO ASSIGNABILITY. THIS AGREEMENT IS PERSONAL TO EXECUTIVE AND
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE COMPANIES SHALL NOT BE
ASSIGNABLE BY EXECUTIVE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S LEGAL REPRESENTATIVES.
11.2
SUCCESSORS. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON EACH OF THE COMPANIES AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS.
EACH OF THE COMPANIES WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR
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OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF SUCH COMPANY
TO ASSUME EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND
TO THE SAME EXTENT THAT SUCH COMPANY WOULD HAVE BEEN REQUIRED TO PERFORM IT IF
NO SUCH SUCCESSION HAD TAKEN PLACE. ANY SUCCESSOR TO THE BUSINESS OR ASSETS OF
ANY OF THE COMPANIES WHICH ASSUMES OR AGREES TO PERFORM THIS AGREEMENT BY
OPERATION OF LAW, CONTRACT, OR OTHERWISE SHALL BE JOINTLY AND SEVERALLY LIABLE
UNDER THIS AGREEMENT WITH SUCH COMPANY AS IF SUCH SUCCESSOR WERE THE COMPANY.
11.3
PAYMENTS TO BENEFICIARY. IF EXECUTIVE DIES BEFORE RECEIVING AMOUNTS
TO WHICH EXECUTIVE IS ENTITLED UNDER THIS AGREEMENT, SUCH AMOUNTS SHALL BE PAID
IN A LUMP SUM TO ONE OR MORE BENEFICIARIES DESIGNATED IN WRITING BY EXECUTIVE
UNDER THE COMPANIES' GROUP LIFE INSURANCE PLAN (EACH, A "BENEFICIARY"). IF NO
SUCH BENEFICIARY IS SO DESIGNATED, THE EXECUTIVE'S ESTATE SHALL BE HIS OR HER
BENEFICIARY. IF EXECUTIVE PARTICIPATES IN MORE THAN ONE GROUP LIFE INSURANCE
PLAN, EXECUTIVE'S BENEFICIARY SHALL BE THE PERSON(S) NAMED AS HIS OR HER
BENEFICIARY UNDER WHICHEVER SUCH PLAN PROVIDES EXECUTIVE THE LARGEST AMOUNT OF
INSURANCE COVERAGE.
11.4
NON-ALIENATION OF BENEFITS. BENEFITS PAYABLE UNDER THIS AGREEMENT
SHALL NOT BE SUBJECT IN ANY MANNER TO ANTICIPATION, ALIENATION, SALE, TRANSFER,
ASSIGNMENT, PLEDGE, ENCUMBRANCE, CHARGE, GARNISHMENT, EXECUTION OR LEVY OF ANY
KIND, EITHER VOLUNTARY OR INVOLUNTARY, BEFORE ACTUALLY BEING RECEIVED BY
EXECUTIVE, AND ANY SUCH ATTEMPT TO DISPOSE OF ANY RIGHT TO BENEFITS PAYABLE
UNDER THIS AGREEMENT SHALL BE VOID.
11.5
SEVERABILITY. IF ANY ONE OR MORE ARTICLES, SECTIONS OR OTHER
PORTIONS OF THIS AGREEMENT ARE DECLARED BY ANY COURT OR GOVERNMENTAL AUTHORITY
TO BE UNLAWFUL OR INVALID, SUCH UNLAWFULNESS OR INVALIDITY SHALL NOT SERVE TO
INVALIDATE ANY ARTICLE, SECTION OR OTHER PORTION NOT SO DECLARED TO BE UNLAWFUL