WITHHOLDING OF TAXES.
THE COMPANY MAY WITHHOLD FROM
ANY BENEFITS PAYABLE UNDER THIS AGREEMENT ALL FEDERAL, STATE, CITY OR OTHER
TAXES AS MAY BE REQUIRED PURSUANT TO ANY LAW OR GOVERNMENTAL REGULATION OR
RULING.
SECTION 9.7
HEADINGS.
THE PARAGRAPH HEADINGS HAVE BEEN INSERTED
FOR PURPOSES OF CONVENIENCE AND SHALL NOT BE USED FOR INTERPRETIVE PURPOSES.
SECTION 9.8
AFFILIATE.
AS USED IN THIS AGREEMENT, "AFFILIATE"
SHALL MEAN ANY PERSON OR ENTITY WHICH DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE
INTERMEDIARIES OWNS OR CONTROLS, IS OWNED OR CONTROLLED BY, OR IS UNDER COMMON
OWNERSHIP OR CONTROL WITH, THE COMPANY.
SECTION 9.9
ASSIGNMENT.
THIS AGREEMENT, AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER, ARE PERSONAL AND NEITHER THIS AGREEMENT,
NOR ANY RIGHT, BENEFIT OR OBLIGATION OF EITHER PARTY HERETO, SHALL BE SUBJECT TO
VOLUNTARY OR INVOLUNTARY ASSIGNMENT, ALIENATION OR TRANSFER, WHETHER BY
OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY EXCEPT THAT VESTED RIGHTS TO PAYMENT SHALL BE SUBJECT TO DEVISE, AND SHALL
DESCEND IN ACCORDANCE WITH APPLICABLE LAWS OF INHERITANCE.
SECTION 9.10
LEGAL FEES.
IF, PRIOR TO A CHANGE OF CONTROL, EITHER PARTY
INSTITUTES ANY LEGAL ACTION TO ENFORCE HIS OR ITS RIGHTS UNDER, OR TO RECOVER
DAMAGES FOR BREACH OF THIS AGREEMENT, THE COMPANY SHALL PAY UP TO AN AGGREGATE
OF $10,000 OF EXECUTIVE'S ACTUAL EXPENSES INCURRED IN PURSUIT OR DEFENSE OF SUCH
LEGAL ACTION; PROVIDED SUCH PROPER DOCUMENTATION SUBSTANTIATING SUCH EXPENSES
ARE PROVIDED TO THE COMPANY AND SUCH EXPENSES ARE REASONABLE.
IF, FOLLOWING A CHANGE OF CONTROL, EITHER PARTY INSTITUTES ANY LEGAL ACTION TO
ENFORCE HIS OR ITS RIGHTS UNDER, OR TO RECOVER DAMAGES FOR BREACH OF THIS
AGREEMENT, THE "PREVAILING PARTY" IN SUCH ACTION SHALL BE ENTITLED TO RECOVER
FROM THE OTHER PARTY ANY ACTUAL EXPENSES FOR ATTORNEY'S FEES AND DISBURSEMENTS
INCURRED BY HIM OR IT.
FOR THESE PURPOSES, A PARTY SHALL BE CONSIDERED A
"PREVAILING PARTY" IF AND ONLY IF THE PARTIES AGREE TO SUCH CHARACTERIZATION OF
A PARTY AS A "PREVAILING PARTY" OR A FINAL ORDER OF A COURT SPECIFICALLY RECITES
THAT SUCH PARTY IS A "PREVAILING PARTY."
15
SECTION 9.11
TERM.
TERMINATION OF THIS AGREEMENT PURSUANT TO THE
PROVISIONS OF SECTION 2.1 HEREOF SHALL NOT AFFECT ANY RIGHT OR OBLIGATION OF
EITHER PARTY HERETO WHICH IS ACCRUED OR VESTED PRIOR TO OR UPON SUCH TERMINATION
OR THE RIGHTS AND SET FORTH IN ARTICLES IV, V, VI AND VII HEREOF.
SECTION 9.12
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF, AND CONTAINS
ALL THE COVENANTS, PROMISES, REPRESENTATIONS, WARRANTIES AND AGREEMENTS BETWEEN
THE PARTIES WITH RESPECT TO EMPLOYMENT OF EXECUTIVE BY THE COMPANY. EACH PARTY
TO THIS AGREEMENT ACKNOWLEDGES THAT NO REPRESENTATION, INDUCEMENT, PROMISE OR
AGREEMENT, ORAL OR WRITTEN, HAS BEEN MADE BY EITHER PARTY, OR BY ANYONE ACTING
ON BEHALF OF EITHER PARTY, WHICH IS NOT EMBODIED HEREIN, AND THAT NO AGREEMENT,
STATEMENT, OR PROMISE RELATING TO THE EMPLOYMENT OF EXECUTIVE BY THE COMPANY,
WHICH IS NOT CONTAINED IN