INCLUDING DIGITAL IMAGING,
OFF-SET LITHOGRAPHY, BINDING AND FINISHING SERVICES AND FULFILLMENT OF PRINTED
MATERIALS, INCLUDING ANY PRODUCTS OR SERVICES MANUFACTURED, DEVELOPED, OR
DISTRIBUTED DURING THE TERM AND THE TERM OF EMPLOYMENT BY THE COMPANY AND/OR ITS
AFFILIATES, PREDECESSORS, OR SUCCESSORS.
8.
LEGAL FEES AND EXPENSES:
IT IS THE INTENT OF THE COMPANY THAT
THE EXECUTIVE NOT BE REQUIRED TO INCUR THE EXPENSES ASSOCIATED WITH THE
ENFORCEMENT OF THE EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT BY LITIGATION OR
OTHER LEGAL ACTION BECAUSE THE COST AND EXPENSE THEREOF WOULD SUBSTANTIALLY
DETRACT FROM THE BENEFITS INTENDED TO BE EXTENDED TO THE EXECUTIVE HEREUNDER.
ACCORDINGLY, IF IT SHOULD APPEAR TO THE EXECUTIVE THAT THE COMPANY HAS FAILED TO
COMPLY WITH ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR IN THE EVENT THAT THE
COMPANY OR ANY OTHER PERSON TAKES ANY ACTION TO DECLARE THIS AGREEMENT VOID OR
UNENFORCEABLE, OR INSTITUTES ANY LITIGATION DESIGNED TO DENY, OR TO RECOVER
FROM, THE EXECUTIVE THE BENEFITS INTENDED TO BE PROVIDED TO THE EXECUTIVE
HEREUNDER, THE COMPANY IRREVOCABLY AUTHORIZES THE EXECUTIVE FROM TIME TO TIME TO
RETAIN COUNSEL OF THE EXECUTIVE'S CHOICE, AT THE EXPENSE OF THE COMPANY AS
HEREAFTER PROVIDED, TO REPRESENT THE EXECUTIVE IN CONNECTION WITH THE LITIGATION
OR DEFENSE OF ANY LITIGATION OR OTHER LEGAL ACTION, WHETHER BY OR AGAINST THE
COMPANY OR ANY DIRECTOR, OFFICER, SHAREHOLDER OR OTHER
15
PERSON AFFILIATED WITH THE COMPANY, IN ANY JURISDICTION.
NOTWITHSTANDING ANY
EXISTING OR PRIOR ATTORNEY-CLIENT RELATIONSHIP BETWEEN THE COMPANY AND SUCH
COUNSEL, THE COMPANY IRREVOCABLY CONSENTS TO THE EXECUTIVE'S ENTERING INTO AN
ATTORNEY-CLIENT RELATIONSHIP WITH SUCH COUNSEL, AND IN CONNECTION THEREWITH THE
COMPANY AND THE EXECUTIVE AGREE THAT A CONFIDENTIAL RELATIONSHIP SHALL EXIST
BETWEEN THE EXECUTIVE AND SUCH COUNSEL.
THE COMPANY SHALL PAY OR CAUSE TO BE
PAID AND SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ATTORNEYS' AND RELATED FEES
AND EXPENSES INCURRED BY THE EXECUTIVE AS A RESULT OF THE COMPANY'S FAILURE TO
PERFORM THIS AGREEMENT OR ANY PROVISION THEREOF OR AS A RESULT OF THE COMPANY OR
ANY PERSON CONTESTING THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY
PROVISION THEREOF AS AFORESAID.
9.
EMPLOYMENT RIGHTS:
NOTHING EXPRESSED OR IMPLIED IN THIS
AGREEMENT SHALL CREATE ANY RIGHT OR DUTY ON THE PART OF THE COMPANY OR THE
EXECUTIVE TO HAVE THE EXECUTIVE REMAIN IN THE EMPLOYMENT OF THE COMPANY PRIOR TO
ANY CHANGE IN CONTROL; PROVIDED, HOWEVER, THAT ANY ACTUAL OR CONSTRUCTIVE
TERMINATION OF EMPLOYMENT OF THE EXECUTIVE OR REMOVAL OF THE EXECUTIVE AS AN
OFFICER OF THE COMPANY FOLLOWING THE COMMENCEMENT OF ANY DISCUSSION WITH OR
RECEIPT OF AN OFFER FROM A THIRD PERSON THAT ULTIMATELY RESULTS IN A CHANGE IN
CONTROL SHALL BE DEEMED TO BE A TERMINATION OR REMOVAL OF THE EXECUTIVE AFTER A
CHANGE IN CONTROL FOR PURPOSES OF THIS AGREEMENT.
10.
WITHHOLDING OF TAXES:
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS
PAYABLE UNDER THIS AGREEMENT ALL FEDERAL, STATE, CITY OR OTHER TAXES AS SHALL BE
REQUIRED PURSUANT TO ANY LAW OR GOVERNMENT REGULATION OR RULING.
11.
SUCCESSORS AND