SHALL NOT
SERVE TO WAIVE ANY RIGHT OF THE EXECUTIVE OR THE COMPANY, RESPECTIVELY,
HEREUNDER OR PRECLUDE THE EXECUTIVE OR THE COMPANY, RESPECTIVELY, FROM ASSERTING
SUCH FACT OR CIRCUMSTANCE IN ENFORCING THE EXECUTIVE'S OR THE COMPANY'S RIGHTS
HEREUNDER.
16.10
SUCCESSORS AND ASSIGNS.
FOR PURPOSES OF THIS AGREEMENT, "SUCCESSORS
AND ASSIGNS" SHALL MEAN, WITH RESPECT TO THE COMPANY, A CORPORATION OR
12
OTHER ENTITY ACQUIRING ALL OR SUBSTANTIALLY ALL THE ASSETS AND BUSINESS OF THE
COMPANY, AS THE CASE MAY BE, WHETHER BY OPERATION OF LAW OR OTHERWISE.
16.11
TERMINATION DATE.
FOR PURPOSES OF THIS AGREEMENT, "TERMINATION
DATE" SHALL MEAN (A) IN THE CASE OF THE EXECUTIVE'S DEATH, HIS DATE OF DEATH,
(B) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR DISABILITY, THIRTY DAYS
AFTER NOTICE OF TERMINATION IS GIVEN (PROVIDED THAT THE EXECUTIVE SHALL NOT HAVE
RETURNED TO THE PERFORMANCE OF HIS DUTIES ON A FULL-TIME BASIS DURING SUCH
THIRTY DAY PERIOD) AND (C) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY
OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION (WHICH, IN THE
CASE OF A TERMINATION FOR CAUSE SHALL NOT BE LESS THAN THIRTY DAYS, AND IN THE
CASE OF A TERMINATION FOR GOOD REASON SHALL NOT BE MORE THAN SIXTY DAYS, FROM
THE DATE SUCH NOTICE OF TERMINATION IS GIVEN); PROVIDED, HOWEVER, THAT IF WITHIN
THIRTY DAYS AFTER ANY NOTICE OF TERMINATION IS GIVEN THE PARTY RECEIVING SUCH
NOTICE OF TERMINATION IN GOOD FAITH NOTIFIES THE OTHER PARTY THAT A DISPUTE
EXISTS CONCERNING THE BASIS FOR THE TERMINATION, THE TERMINATION DATE SHALL BE
THE DATE ON WHICH THE DISPUTE IS FINALLY DETERMINED, EITHER BY MUTUAL WRITTEN
AGREEMENT OF THE PARTIES, OR BY THE FINAL JUDGMENT, ORDER OR DECREE OF A COURT
OF COMPETENT JURISDICTION (THE TIME FOR APPEAL THEREFROM HAVING EXPIRED AND NO
APPEAL HAVING BEEN TAKEN). NOTWITHSTANDING THE PENDENCY OF ANY SUCH DISPUTE, THE
COMPANY OR AN EMPLOYING AFFILIATE SHALL CONTINUE TO PAY THE EXECUTIVE HIS BASE
SALARY AND CONTINUE THE EXECUTIVE AS A PARTICIPANT (AT OR ABOVE THE LEVEL
PROVIDED PRIOR TO THE DATE OF SUCH DISPUTE) IN ALL COMPENSATION, INCENTIVE,
BONUS, PENSION, PROFIT SHARING, MEDICAL, HOSPITALIZATION, PRESCRIPTION DRUG,
DENTAL, LIFE INSURANCE AND DISABILITY BENEFIT PLANS IN WHICH HE WAS
PARTICIPATING WHEN THE NOTICE GIVING RISE TO THE DISPUTE WAS GIVEN, UNTIL THE
DISPUTE IS FINALLY RESOLVED WHETHER OR NOT THE DISPUTE IS RESOLVED IN FAVOR OF
THE COMPANY, AND THE EXECUTIVE SHALL NOT BE OBLIGATED TO REPAY TO THE COMPANY OR
AN EMPLOYING AFFILIATE ANY AMOUNTS PAID OR BENEFITS PROVIDED PURSUANT TO THIS
SENTENCE.
17.
COMPLIANCE WITH SECTION 409A OF THE CODE.
TO THE EXTENT
APPLICABLE, IT IS INTENDED THAT THIS AGREEMENT COMPLY WITH THE PROVISIONS OF
SECTION 409A OF THE CODE.
THIS AGREEMENT SHALL BE ADMINISTERED IN A MANNER
CONSISTENT WITH THIS INTENT, AND ANY PROVISION THAT WOULD CAUSE THE AGREEMENT TO
FAIL TO SATISFY SECTION 409A OF THE CODE SHALL HAVE NO FORCE AND EFFECT UNTIL
AMENDED TO COMPLY WITH SECTION 409A OF THE CODE (WHICH AMENDMENT MAY BE
RETROACTIVE TO