6.3 HEREOF, THE COMPANY SHALL CONTINUE TO
PAY THE EXECUTIVE THE FULL COMPENSATION IN EFFECT WHEN THE NOTICE GIVING RISE TO
THE DISPUTE WAS GIVEN (INCLUDING, BUT NOT LIMITED TO, SALARY) AND CONTINUE THE
EXECUTIVE AS A PARTICIPANT IN ALL COMPENSATION, BENEFIT AND INSURANCE PLANS IN
WHICH THE EXECUTIVE WAS PARTICIPATING WHEN THE NOTICE GIVING RISE TO THE DISPUTE
WAS GIVEN OR THOSE PLANS IN WHICH THE EXECUTIVE WAS PARTICIPATING IMMEDIATELY
PRIOR TO THE FIRST OCCURRENCE OF AN EVENT OR CIRCUMSTANCE GIVING RISE TO THE
NOTICE OF TERMINATION, IF MORE FAVORABLE TO THE EXECUTIVE, UNTIL THE DATE OF
TERMINATION, AS DETERMINED IN ACCORDANCE WITH SECTION 6.3 HEREOF.
AMOUNTS PAID
UNDER THIS SECTION 6.4 ARE IN ADDITION TO ALL OTHER AMOUNTS DUE UNDER THIS
AGREEMENT (OTHER THAN THOSE DUE UNDER SECTION 4.2 HEREOF) AND SHALL NOT BE
OFFSET AGAINST OR REDUCE ANY OTHER AMOUNTS DUE UNDER THIS AGREEMENT.
7.
NO MITIGATION.
THE COMPANY AGREES THAT, IF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY TERMINATES DURING THE TERM, THE EXECUTIVE IS NOT
REQUIRED TO SEEK OTHER EMPLOYMENT OR TO ATTEMPT IN ANY WAY TO REDUCE ANY AMOUNTS
PAYABLE TO THE EXECUTIVE BY THE COMPANY PURSUANT TO SECTIONS 4, 5 OR 6.4 HEREOF.
FURTHER, THE AMOUNT OF ANY PAYMENT OR BENEFIT PROVIDED FOR IN THIS AGREEMENT
(OTHER THAN SECTION 5.1(B) HEREOF BUT INCLUDING (BUT NOT LIMITED TO) SECTION 6.4
HEREOF) SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED BY THE EXECUTIVE AS THE
RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER, BY RETIREMENT BENEFITS, BY OFFSET
AGAINST ANY AMOUNT CLAIMED TO BE OWED BY THE EXECUTIVE TO THE COMPANY, OR
OTHERWISE.
8.
SUCCESSORS; BINDING AGREEMENT.
8.1
IN ADDITION TO ANY OBLIGATIONS IMPOSED BY LAW UPON ANY SUCCESSOR
TO THE COMPANY, THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO EXPRESSLY
ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
FAILURE OF THE COMPANY TO OBTAIN SUCH ASSUMPTION AND AGREEMENT
PRIOR TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL BE A BREACH OF THIS
AGREEMENT AND SHALL ENTITLE THE EXECUTIVE TO COMPENSATION FROM THE COMPANY IN
THE SAME AMOUNT AND ON THE SAME TERMS AS THE EXECUTIVE WOULD BE ENTITLED TO
HEREUNDER IF THE EXECUTIVE WERE TO TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR GOOD
REASON AFTER A CHANGE IN CONTROL, EXCEPT THAT, FOR PURPOSES OF IMPLEMENTING THE
FOREGOING, THE DATE ON WHICH ANY SUCH SUCCESSION BECOMES EFFECTIVE SHALL BE
DEEMED THE DATE OF TERMINATION.
8.2
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
IF THE EXECUTIVE SHALL
DIE WHILE ANY AMOUNT WOULD STILL BE
8
PAYABLE TO THE EXECUTIVE HEREUNDER (OTHER THAN AMOUNTS WHICH, BY THEIR TERMS,
TERMINATE UPON THE DEATH OF THE EXECUTIVE) IF