HIMSELF AND, WHERE
APPLICABLE, HIS SPOUSE AND DEPENDENTS, AS THE SAME MAY BE CHANGED BY THE COMPANY
FROM TIME TO TIME FOR EMPLOYEES GENERALLY, AS IF THE EMPLOYEE HAD CONTINUED IN
EMPLOYMENT DURING SUCH PERIOD; PROVIDED, IN ANY CASE, THAT THE COBRA HEALTH CARE
CONTINUATION COVERAGE PERIOD UNDER SECTION 4980B OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, SHALL RUN CONCURRENTLY WITH THE FOREGOING PERIOD.
(4)
IMMEDIATE VESTING IN ANY RESTRICTED STOCK AND STOCK OPTIONS ISSUED
PURSUANT TO SECTION 3.
C.
IN THE CASE OF TERMINATION DUE TO
EMPLOYEE'S DISABILITY, ANY SEVERANCE BENEFITS PAYABLE PURSUANT TO THIS SECTION 5
WILL BE OFFSET BY ANY LONG-TERM DISABILITY BENEFITS TO WHICH EMPLOYEE IS
ENTITLED UNDER THE COMPANY'S LONG-TERM DISABILITY PLAN.
D.
NOTWITHSTANDING THE PRECEDING PROVISIONS
OF THIS SECTION 5, NO AMOUNT WILL BE PAID OR BENEFIT PROVIDED UNDER THIS SECTION
5 UNLESS AND UNTIL (X) EMPLOYEE EXECUTES AND DELIVERS A GENERAL RELEASE OF
CLAIMS AGAINST THE COMPANY AND ITS SUBSIDIARIES IN A FORM PRESCRIBED BY THE
COMPANY, AND (Y) SUCH RELEASE BECOMES IRREVOCABLE.
ANY SEVERANCE PAY OR
BENEFITS PROVIDED UNDER THIS SECTION 5 WILL BE IN LIEU OF, NOT IN ADDITION TO,
ANY OTHER SEVERANCE ARRANGEMENT MAINTAINED BY THE COMPANY.
6.
MISCELLANEOUS.
A.
ARBITRATION.
EXCEPT A CONTROVERSY OR CLAIM ARISING OUT OR
RELATING TO SECTION 4 OF THIS AGREEMENT, ANY CONTROVERSY OR CLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE BREACH OF ANY COVENANT OR AGREEMENT
CONTAINED HEREIN, SHALL BE COMMENCED BY FILING A NOTICE (THE "NOTICE") FOR
ARBITRATION WITH THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), WITH A COPY TO
THE OTHER PARTY HERETO.
SUCH CONTROVERSY OR CLAIM SHALL BE DECIDED BY
ARBITRATION IN PHILADELPHIA, PENNSYLVANIA, IN ACCORDANCE WITH THE EMPLOYMENT
ARBITRATION RULES OF THE AAA THEN OBTAINING.
THE DECISION AND THE AWARD OF
DAMAGES RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING AND JUDGMENT MAY
BE ENTERED UPON IT IN ANY COURT HAVING JURISDICTION THEREOF.
B.
OTHER AGREEMENTS.
EMPLOYEE REPRESENTS AND WARRANTS TO THE
COMPANY THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR UNDERSTANDINGS WHATSOEVER
TO WHICH HE IS A PARTY THAT WOULD PREVENT OR MAKE UNLAWFUL HIS EXECUTION OF THIS
AGREEMENT, THAT WOULD BE INCONSISTENT OR IN CONFLICT WITH THIS AGREEMENT OR
EMPLOYEE'S OBLIGATIONS HEREUNDER, OR THAT WOULD OTHERWISE PREVENT, LIMIT OR
IMPAIR THE PERFORMANCE BY EMPLOYEE OF HIS DUTIES TO THE COMPANY.
C.
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER
HEREOF, AND
8
MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF EVERY NATURE RELATING TO THE EMPLOYMENT OF EMPLOYEE BY THE
COMPANY.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT
IN WRITING SIGNED BY EACH OF THE PARTIES HERETO.
D.
WAIVER.
ANY WAIVER OF ANY TERM OR CONDITION HEREOF WILL NOT
OPERATE AS A WAIVER OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT.
ANY
FAILURE TO ENFORCE ANY PROVISION HEREOF WILL NOT OPERATE AS A WAIVER OF SUCH
PROVISION OR OF ANY OTHER