CHANGE IN CONTROL AND THE ACCOUNTING FIRM'S DETERMINATION MUST BE MADE WITHIN 30
DAYS OF SUCH NOTICE, WHICH SHALL BE FINAL AND BINDING ON YOU AND THE COMPANY.
ALL FEES AND EXPENSES OF THE ACCOUNTING FIRM SHALL BE BORNE SOLELY BY THE
COMPANY.
5.
OTHER OBLIGATIONS. WITHIN 5 DAYS OF YOUR DATE OF
TERMINATION, THE COMPANY WILL PAY YOU YOUR ACCRUED OBLIGATIONS.
6.
SUCCESSORS.
THE COMPANY WILL SEEK TO HAVE ANY SUCCESSOR, BY
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO YOU, ASSENT TO THE FULFILLMENT
BY THE COMPANY OF THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.
FAILURE OF
THE COMPANY TO OBTAIN SUCH ASSENT AT LEAST THREE BUSINESS DAYS PRIOR TO THE TIME
A PERSON BECOMES A SUCCESSOR (OR WHERE THE COMPANY DOES NOT HAVE AT LEAST THREE
BUSINESS DAYS' ADVANCE NOTICE THAT A PERSON MAY BECOME A SUCCESSOR, WITHIN THREE
BUSINESS DAYS AFTER HAVING NOTICE THAT SUCH PERSON MAY BECOME OR HAS BECOME A
SUCCESSOR) WILL CONSTITUTE GOOD REASON FOR TERMINATION BY YOU OF YOUR
EMPLOYMENT.
THE DATE 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 ON THAT DATE.
A SUCCESSOR HAS NO RIGHTS, AUTHORITY OR POWER WITH
RESPECT TO THIS AGREEMENT PRIOR TO A CHANGE IN CONTROL. IF THE SUCCESSOR TO THE
COMPANY FAILS TO ASSUME THE OBLIGATIONS UNDER THIS AGREEMENT, THEN THE COMPANY
SHALL BE AND REMAIN LIABLE FOR THE OBLIGATIONS UNDER THIS AGREEMENT.
5
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 WHILE ANY AMOUNT WOULD BE STILL PAYABLE TO YOU UNDER THIS AGREEMENT IF YOU
HAD CONTINUED TO LIVE, 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.
NO MITIGATION.
YOU WILL NOT BE REQUIRED TO MITIGATE THE
AMOUNT OF ANY BENEFITS THE COMPANY BECOMES OBLIGATED TO PROVIDE TO YOU IN
CONNECTION WITH THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR OTHERWISE.
THE
BENEFITS TO BE PROVIDED TO YOU IN CONNECTION WITH THIS AGREEMENT MAY NOT BE
REDUCED, OFFSET OR SUBJECT TO RECOVERY BY THE COMPANY BY ANY BENEFITS YOU MAY
RECEIVE FROM OTHER EMPLOYMENT OR OTHERWISE.
9.
NO SETOFF.
THE COMPANY HAS NO RIGHT TO SETOFF BENEFITS OWED
TO YOU UNDER THIS AGREEMENT AGAINST AMOUNTS OWED OR CLAIMED TO BE OWED BY YOU TO
THE COMPANY UNDER THIS AGREEMENT OR OTHERWISE.
10.
TAXES AND WITHHOLDING.
ALL BENEFITS TO BE PROVIDED TO YOU IN
CONNECTION WITH THIS AGREEMENT WILL BE SUBJECT TO REQUIRED WITHHOLDING OF
FEDERAL, STATE AND LOCAL INCOME, EXCISE AND EMPLOYMENT-RELATED TAXES.
YOU
AUTHORIZE THE COMPANY TO WITHHOLD, REPORT AND TRANSMIT TO EACH TAX AUTHORITY ALL
INCOME, EMPLOYMENT AND EXCISE TAX REQUIRED TO BE WITHHELD FROM ANY AMOUNTS
PAYABLE UNDER THIS AGREEMENT.
YOU, AND NOT