ON
WHICH ANY SUCH SUCCESSION BECOMES EFFECTIVE WILL BE DEEMED THE DATE OF
TERMINATION, AND NOTICE OF TERMINATION WILL BE DEEMED TO HAVE BEEN GIVEN TO YOU
ON THAT DATE.
A SUCCESSOR HAS NO RIGHTS, AUTHORITY OR POWER WITH RESPECT TO
THIS AGREEMENT PRIOR TO A CHANGE IN CONTROL.
7.
BINDING AGREEMENT.
THIS AGREEMENT
INURES TO THE BENEFIT OF, AND IS ENFORCEABLE BY, YOU, YOUR PERSONAL AND LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES. IF YOU DIE AFTER A CHANGE IN CONTROL WHILE ANY AMOUNT
WOULD STILL BE PAYABLE TO YOU UNDER THIS AGREEMENT, ALL SUCH AMOUNTS, UNLESS
OTHERWISE PROVIDED IN THIS AGREEMENT, WILL BE PAID IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT TO YOUR DEVISEE, LEGATEE OR OTHER DESIGNEE OR, IF THERE BE NO
SUCH DESIGNEE, TO YOUR ESTATE.
8.
NOTICES.
FOR THE PURPOSES OF THIS
AGREEMENT, NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT MUST
BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY
DELIVERED OR WHEN MAILED BY UNITED STATES REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID AND ADDRESSED TO EACH PARTY'S RESPECTIVE
ADDRESS SET FORTH ON THE FIRST PAGE OF THIS AGREEMENT, OR TO SUCH OTHER ADDRESS
AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE WITH
THESE PROVISIONS, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS WILL BE EFFECTIVE ONLY
UPON RECEIPT.
9.
DISPUTES.
IF YOU SO ELECT, ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT
WILL BE HEARD AND SETTLED EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY THE
AMERICAN ARBITRATION ASSOCIATION IN MINNEAPOLIS, MINNESOTA BEFORE A SINGLE
ARBITRATOR IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
ARBITRATION ASSOCIATION THEN IN EFFECT.
JUDGMENT MAY BE ENTERED ON THE
ARBITRATOR'S AWARD IN ANY COURT HAVING JURISDICTION; PROVIDED, THAT YOU MAY SEEK
SPECIFIC PERFORMANCE IN A COURT OF COMPETENT JURISDICTION OF YOUR RIGHT TO
RECEIVE BENEFITS UNTIL THE DATE OF TERMINATION DURING THE PENDENCY OF ANY
DISPUTE OR CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
IF
ANY DISPUTE, CONTROVERSY OR CLAIM FOR DAMAGES ARISING UNDER OR IN CONNECTION
WITH THIS
8
AGREEMENT IS SETTLED BY ARBITRATION, THE COMPANY AND THE SUBSIDIARY WILL BE
JOINTLY AND SEVERALLY RESPONSIBLE FOR PAYING, OR IF ELECTED BY YOU, REIMBURSING,
ALL FEES, COSTS AND EXPENSES INCURRED BY YOU RELATED TO SUCH ARBITRATION.
IF
YOU DO NOT ELECT ARBITRATION, YOU MAY PURSUE ALL AVAILABLE LEGAL REMEDIES.
THE
COMPANY AND THE SUBSIDIARY WILL BE JOINTLY AND SEVERALLY RESPONSIBLE FOR PAYING,
OR IF ELECTED BY YOU, REIMBURSING YOU FOR, ALL FEES, COSTS AND EXPENSES INCURRED
BY YOU IN CONNECTION WITH ANY ACTUAL, THREATENED OR CONTEMPLATED LITIGATION
RELATING TO THIS AGREEMENT TO WHICH YOU ARE OR REASONABLY EXPECT TO BECOME A
PARTY, WHETHER OR NOT INITIATED BY YOU, IF BUT ONLY IF YOU ARE SUCCESSFUL IN
RECOVERING ANY BENEFIT UNDER THIS AGREEMENT AS A RESULT OF SUCH LEGAL ACTION.
THE PARTIES AGREE THAT ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS