CLAIMS SHALL BE IN ACCORDANCE WITH THEN
CURRENT COMMERCIAL ARBITRATION RULES OF AAA, AS AMENDED. A NEUTRAL ARBITRATOR
SHALL BE JOINTLY CHOSEN BY THE PARTIES FROM A LIST OF AAA ARBITRATORS, AND ANY
HEARINGS SHALL BE HELD IN OR AROUND LINCOLNSHIRE, ILLINOIS. THE FEES AND COSTS
OF THE ARBITRATION AND ADMINISTRATIVE FEES, EXCEPT FOR ATTORNEYS' FEES, SHALL BE
BORNE EQUALLY BY THE PARTIES. EITHER PARTY MAY BRING AN ACTION IN COURT TO
COMPEL ARBITRATION UNDER THIS AGREEMENT AND TO ENFORCE AN ARBITRATION AWARD.
OTHERWISE, NEITHER PARTY SHALL INITIATE OR PROSECUTE ANY LAWSUIT OR
ADMINISTRATIVE ACTION IN ANY WAY RELATED TO ANY ARBITRABLE CLAIM.
NOTWITHSTANDING THE FOREGOING, ARBITRABLE CLAIMS SHALL NOT INCLUDE ANY CLAIMS
THAT MAY ARISE OR RELATE TO VIOLATIONS OF SECTIONS 6(A)-(B) OF THIS AGREEMENT
(OR THE SECTIONS OF THE SEVERANCE AGREEMENT REFERENCED THEREIN), AND THE PARTIES
SHALL HAVE THE RIGHT TO OBTAIN PROVISIONAL, INJUNCTIVE, OR OTHER RELIEF FROM A
COURT OF COMPETENT JURISDICTION FOR ANY SUCH CLAIMS OR CONTROVERSIES. THE
PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO
ARBITRABLE CLAIMS.
8.
ASSIGNMENT; SUCCESSORS AND ASSIGNS. EXECUTIVE AGREES THAT HE WILL
NOT ASSIGN, SELL, TRANSFER, DELEGATE OR OTHERWISE DISPOSE OF, WHETHER
VOLUNTARILY OR INVOLUNTARILY, OR BY OPERATION OF LAW, ANY RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT, NOR SHALL HIS RIGHTS BE SUBJECT TO ENCUMBRANCE OR THE
CLAIMS OF CREDITORS. ANY PURPORTED ASSIGNMENT, TRANSFER, OR DELEGATION SHALL BE
NULL AND VOID. NOTHING IN THIS AGREEMENT SHALL PREVENT THE CONSOLIDATION OF THE
COMPANY WITH, OR ITS MERGER INTO, ANY OTHER CORPORATION, OR THE SALE BY THE
COMPANY OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTIES OR ASSETS, OR THE
ASSIGNMENT BY THE COMPANY OF THIS AGREEMENT AND THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER TO ANY SUCCESSOR IN INTEREST OR ANY AFFILIATE OF THE
COMPANY. SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF THE PARTIES, THE RELEASED PARTIES, AND THEIR
RESPECTIVE HEIRS,
4
LEGAL REPRESENTATIVES, SUCCESSORS, AND PERMITTED ASSIGNS, AND SHALL NOT BENEFIT
ANY PERSON OR ENTITY OTHER THAN THOSE ENUMERATED ABOVE.
9.
ENTIRE AGREEMENT. THE TERMS OF THIS AGREEMENT ARE INTENDED BY THE
PARTIES TO BE IN THE FINAL EXPRESSION OF THEIR AGREEMENT WITH RESPECT TO THE
RETENTION OF EXECUTIVE BY THE COMPANY AND FULLY SUPERSEDES ANY PRIOR OR
CONTEMPORANEOUS AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREIN, EXCEPT TO THE EXTENT THE PROVISIONS OF SUCH AGREEMENT HAVE BEEN
EXPRESSLY REFERRED TO IN THIS AGREEMENT AS HAVING CONTINUED EFFECT. THE PARTIES
FURTHER INTEND THAT THIS AGREEMENT SHALL CONSTITUTE THE COMPLETE AND EXCLUSIVE
STATEMENT OF ITS TERMS AND THAT NO EXTRINSIC EVIDENCE WHATSOEVER MAY BE
INTRODUCED IN ANY JUDICIAL, ADMINISTRATIVE, OR OTHER LEGAL PROCEEDING INVOLVING
THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL NOT
SUPERSEDE OR REPLACE, AND SHALL NOT HAVE ANY EFFECT ON ANY OF THE STATEMENTS,
REPRESENTATIONS, OR COVENANTS CONTAINED IN (A) CONSULTANT'S LETTER OF
RESIGNATION FROM THE COMPANY'S BOARD OF DIRECTORS DATED MARCH 30, 2006 (THE
"DIRECTOR RESIGNATION LETTER"),