THE SUBJECT MATTER OF THE PLAN AND THIS AGREEMENT AND THE ENFORCEMENT
OF THE EXECUTIVE'S RIGHTS THERE-UNDER, THE COMPANY SHALL REIMBURSE THE EXECUTIVE
FOR ALL REASONABLE COSTS AND EXPENSES RELATING TO SUCH LITIGATION OR OTHER
PROCEEDING, INCLUDING THE EXECUTIVE'S REASONABLE ATTORNEY'S FEES AND EXPENSES.
THE OBLIGATION OF THE COMPANY UNDER THIS SECTION 4 SHALL SURVIVE THE TERMINATION
FOR ANY REASON OF THIS AGREEMENT.
THE OBLIGATION OF THE COMPANY TO REIMBURSE
THE EXECUTIVE UNDER THIS SECTION 4 SHALL REMAIN IN EFFECT DURING THE TERM OF
THIS AGREEMENT AND FOR A PERIOD OF FIVE YEARS FOLLOWING THE TERMINATION FOR ANY
REASON OF THIS AGREEMENT AND IS SUBJECT TO THE FOLLOWING CONDITIONS:
(I) THE
AMOUNT ELIGIBLE FOR REIMBURSEMENT UNDER THIS SECTION 4 IN ONE CALENDAR YEAR MAY
NOT AFFECT THE EXPENSES ELIGIBLE FOR REIMBURSEMENT UNDER THIS SECTION 4 IN ANY
OTHER CALENDAR YEAR, (II) ANY REIMBURSEMENT MUST BE MADE ON OR BEFORE THE LAST
DAY OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE EXPENSE WAS
INCURRED, AND (III) THE EXECUTIVE'S RIGHT TO REIMBURSEMENT UNDER THIS SECTION 4
MAY NOT BE SUBJECT TO LIQUIDATION OR EXCHANGE FOR ANOTHER BENEFIT.
5.
PAYMENT OBLIGATIONS.
THE COMPANY'S (OR EMPLOYING
COMPANY'S) OBLIGATION TO PAY (OR CAUSE TO BE PAID TO) THE EXECUTIVE THE
COMPENSATION AND TO MAKE THE ARRANGEMENTS PROVIDED HEREIN SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCES, INCLUDING, WITHOUT
LIMITATION, ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH
THE COMPANY OR ANY OF ITS SUBSIDIARIES MAY HAVE AGAINST THE EXECUTIVE OR ANYONE
ELSE.
ALL AMOUNTS PAYABLE BY THE COMPANY OR OTHER EMPLOYING COMPANY HEREUNDER
SHALL BE PAID WITHOUT NOTICE OR DEMAND.
EACH AND EVERY PAYMENT MADE
HEREUNDER BY THE COMPANY OR OTHER EMPLOYING COMPANY SHALL BE FINAL AND NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES WILL SEEK TO RECOVER ALL OR ANY PART OF
SUCH PAYMENT FROM THE EXECUTIVE OR FROM WHOMSOEVER MAY BE ENTITLED THERETO, FOR
ANY REASON WHATSOEVER.
THE EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE THE
AMOUNT OF ANY PAYMENT PROVIDED FOR IN THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT
OR OTHERWISE.
6.
AGREEMENT BINDING ON SUCCESSORS.
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, BY EXPRESS WRITTEN AGREEMENT IN FORM AND SUBSTANCE
SATISFACTORY TO THE EXECUTIVE, TO ASSUME AND AGREE TO PERFORM AND CAUSE TO BE
PERFORMED THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE
COMPANY WOULD BE REQUIRED TO PERFORM AND CAUSE IT TO BE PERFORMED IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, 'THE COMPANY' SHALL MEAN
THE COMPANY AS HEREINBEFORE DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR
ASSETS AS AFORESAID WHICH EXECUTES AND DELIVERS THE AGREEMENT PROVIDED FOR IN
THIS SUBSECTION OR WHICH OTHERWISE BECOMES BOUND BY ALL THE TERMS AND PROVISIONS
OF THIS AGREEMENT BY OPERATION OF LAW.
7.
EFFECT OF DEATH OR INCAPACITY OF EXECUTIVE ON