OF ITS AFFILIATED COMPANIES AND FOR WHICH THE EXECUTIVE MAY QUALIFY, NOR
SHALL ANYTHING HEREIN LIMIT OR OTHERWISE AFFECT SUCH RIGHTS AS THE EXECUTIVE MAY
HAVE UNDER ANY CONTRACT OR AGREEMENT WITH THE COMPANY OR ANY OF ITS AFFILIATED
COMPANIES.
AMOUNTS WHICH ARE VESTED BENEFITS OR WHICH THE EXECUTIVE IS
OTHERWISE ENTITLED TO RECEIVE UNDER ANY PLAN, POLICY, PRACTICE OR PROGRAM OF OR
ANY CONTRACT OR AGREEMENT WITH THE COMPANY OR ANY OF ITS AFFILIATED COMPANIES AT
OR SUBSEQUENT TO THE DATE OF TERMINATION SHALL BE PAYABLE IN ACCORDANCE WITH
SUCH PLAN, POLICY, PRACTICE OR PROGRAM OR CONTRACT OR AGREEMENT EXCEPT AS
EXPLICITLY MODIFIED BY THIS AGREEMENT.
8.
FULL SETTLEMENT; RESOLUTION OF
DISPUTES.
(A)
THE COMPANY'S OBLIGATION TO MAKE PAYMENTS
PROVIDED FOR IN THIS AGREEMENT AND OTHERWISE TO PERFORM ITS OBLIGATIONS
HEREUNDER SHALL NOT BE AFFECTED BY ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
DEFENSE OR OTHER CLAIM, RIGHT OR ACTION WHICH THE COMPANY MAY HAVE AGAINST THE
EXECUTIVE OR OTHERS.
IN NO EVENT SHALL THE EXECUTIVE BE OBLIGATED TO SEEK OTHER
EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE
TO THE EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT AND, EXCEPT AS
PROVIDED IN SECTION 6(A)(II), 6(C) AND 6(D) OF THIS AGREEMENT, SUCH AMOUNTS
SHALL NOT BE REDUCED WHETHER OR NOT THE EXECUTIVE OBTAINS OTHER EMPLOYMENT.
IF
THERE IS ANY CONTEST BY THE COMPANY CONCERNING THE PAYMENTS OR BENEFITS TO BE
PROVIDED TO THE EXECUTIVE OR HIS SPOUSE HEREUNDER WHETHER THROUGH LITIGATION,
ARBITRATION OR MEDIATION, OR WITH RESPECT TO THE VALIDITY OR ENFORCEABILITY OF,
OR LIABILITY UNDER, ANY PROVISION OF THIS AGREEMENT OR ANY GUARANTEE OF
PERFORMANCE THEREOF, AND THE EXECUTIVE OR HIS SPOUSE IS THE PREVAILING PARTY,
THE COMPANY AGREES TO PAY PROMPTLY UPON CONCLUSION OF THE CONTEST ALL LEGAL FEES
AND EXPENSES WHICH THE EXECUTIVE MAY REASONABLY HAVE INCURRED.
14
(B)
IF THERE SHALL BE ANY DISPUTE BETWEEN THE
COMPANY AND THE EXECUTIVE (I) IN THE EVENT OF ANY TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY, WHETHER SUCH TERMINATION WAS FOR CAUSE, OR (II) IN
THE EVENT OF ANY TERMINATION OF EMPLOYMENT BY THE EXECUTIVE, WHETHER GOOD REASON
EXISTED, THEN, UNLESS AND UNTIL THERE IS A FINAL, NONAPPEALABLE JUDGMENT BY A
COURT OF COMPETENT JURISDICTION DECLARING THAT SUCH TERMINATION WAS FOR CAUSE OR
THAT GOOD REASON DID NOT EXIST, THE COMPANY SHALL PAY ALL AMOUNTS, AND PROVIDE
ALL BENEFITS, TO THE EXECUTIVE AND/OR THE EXECUTIVE'S FAMILY OR OTHER
BENEFICIARIES, AS THE CASE MAY BE, THAT THE COMPANY WOULD BE REQUIRED TO PAY OR
PROVIDE PURSUANT TO SECTION 6(A) OR 6(B) HEREOF AS THOUGH SUCH TERMINATION WERE
BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE WITH GOOD REASON; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO PAY ANY DISPUTED AMOUNTS
PURSUANT TO THIS PARAGRAPH EXCEPT UPON RECEIPT OF AN UNDERTAKING (WHICH NEED NOT
BE SECURED) BY OR ON BEHALF OF THE EXECUTIVE TO REPAY ALL SUCH AMOUNTS TO WHICH
THE EXECUTIVE IS ULTIMATELY ADJUDGED BY SUCH COURT NOT TO