HAVING JURISDICTION.
THE COMPANY
SHALL PAY ALL COSTS OF THE AMERICAN ARBITRATION ASSOCIATION AND THE ARBITRATOR.
20.
WITHHOLDING.
ANY PAYMENTS MADE OR BENEFITS PROVIDED TO THE
EXECUTIVE UNDER THIS AGREEMENT SHALL BE REDUCED BY ANY APPLICABLE WITHHOLDING
TAXES OR OTHER AMOUNTS REQUIRED TO BE WITHHELD BY LAW OR CONTRACT.
21.
CODE SECTION 409A.
IF ANY PROVISION OF THIS AGREEMENT
WOULD CAUSE THE EXECUTIVE TO INCUR ANY ADDITIONAL TAX OR INTEREST UNDER CODE
SECTION 409A OR ANY REGULATIONS OR TREASURY GUIDANCE PROMULGATED THEREUNDER, THE
COMPANY SHALL, AFTER CONSULTING WITH THE EXECUTIVE, REFORM SUCH PROVISION;
PROVIDED THAT THE COMPANY AGREES TO MAINTAIN, TO THE MAXIMUM EXTENT PRACTICABLE,
THE ORIGINAL INTENT AND ECONOMIC BENEFIT TO THE EXECUTIVE OF THE APPLICABLE
PROVISION WITHOUT VIOLATING THE PROVISIONS OF CODE SECTION 409A.
THE COMPANY
SHALL INDEMNIFY AND HOLD THE EXECUTIVE HARMLESS, ON AN AFTER-TAX BASIS, FOR ANY
ADDITIONAL TAX (INCLUDING INTEREST AND PENALTIES WITH RESPECT THERETO) IMPOSED
ON THE EXECUTIVE AS A RESULT OF CODE SECTION 409A WITH REGARD TO THE PAYMENTS
AND BENEFITS HEREUNDER.
22.
NON-EXCLUSIVITY OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL PREVENT
OR LIMIT THE EXECUTIVE'S CONTINUING OR FUTURE PARTICIPATION IN ANY BENEFIT,
BONUS, INCENTIVE, EQUITY OR OTHER PLAN OR PROGRAM PROVIDED BY THE COMPANY AND
FOR WHICH THE EXECUTIVE MAY QUALIFY, NOR SHALL ANYTHING HEREIN (EXCEPT
SECTION 9) LIMIT OR OTHERWISE PREJUDICE SUCH RIGHTS AS THE EXECUTIVE MAY HAVE
UNDER ANY OTHER CURRENTLY EXISTING PLAN, AGREEMENT AS TO EMPLOYMENT OR SEVERANCE
FROM EMPLOYMENT WITH THE COMPANY OR STATUTORY ENTITLEMENTS, PROVIDED, THAT
(I) TO THE EXTENT SUCH AMOUNTS ARE PAID UNDER SECTION 4 HEREOF OR OTHERWISE,
THEY SHALL NOT BE DUE UNDER ANY SUCH PROGRAM, PLAN, AGREEMENT, OR STATUTE, AND
(II) TO THE EXTENT SUCH AMOUNTS ARE PAID UNDER ANY SUCH PROGRAM, PLAN,
AGREEMENT, STATUTE, OR OTHERWISE, THEY SHALL NOT BE DUE UNDER SECTION 4 HEREOF.
AMOUNTS THAT ARE VESTED BENEFITS OR WHICH THE EXECUTIVE IS OTHERWISE ENTITLED TO
RECEIVE UNDER ANY PLAN OR PROGRAM OF THE COMPANY, AT OR SUBSEQUENT TO THE DATE
OF TERMINATION SHALL BE PAYABLE IN ACCORDANCE WITH SUCH PLAN OR PROGRAM, EXCEPT
AS OTHERWISE SPECIFICALLY PROVIDED HEREIN.
23.
NOT AN AGREEMENT OF EMPLOYMENT.
THIS IS NOT AN AGREEMENT
ASSURING EMPLOYMENT AND, SUBJECT TO ANY OTHER AGREEMENT BETWEEN THE EXECUTIVE
AND THE COMPANY, THE COMPANY RESERVES THE RIGHT TO TERMINATE THE EXECUTIVE'S
EMPLOYMENT AT ANY TIME WITH OR WITHOUT CAUSE, SUBJECT TO THE PAYMENT PROVISIONS
HEREOF, IF ANY, THAT ARE APPLICABLE.
THE EXECUTIVE ACKNOWLEDGES THAT HE IS
AWARE THAT HE SHALL HAVE NO CLAIM AGAINST THE COMPANY HEREUNDER OR FOR
DEPRIVATION OF THE RIGHT TO RECEIVE THE AMOUNTS HEREUNDER AS A RESULT OF ANY
TERMINATION THAT DOES NOT SPECIFICALLY SATISFY THE REQUIREMENTS HEREOF OR AS A
RESULT OF ANY OTHER ACTION TAKEN BY THE COMPANY.
24.
INDEPENDENT REPRESENTATION.
THE EXECUTIVE ACKNOWLEDGES
THAT HE HAS BEEN ADVISED BY THE COMPANY TO HAVE THE AGREEMENT REVIEWED BY
INDEPENDENT COUNSEL AND HAS BEEN GIVEN THE OPPORTUNITY TO DO SO.
25.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED,
AND GOVERNED IN ACCORDANCE