<PAGE>
and the Executive or any other person. To the extent that any person
acquires a right to receive payments from the Company hereunder, such right
shall be no greater than the right of an unsecured creditor of the Company.
10. Income Tax Withholding. The Company may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes that shall be
required pursuant to any law or governmental regulation or ruling.
11. Effect of Prior Agreement. This Agreement contains the entire understanding
between the parties hereto and supersedes any prior employment agreement
between the Executive and the Company, except that this Agreement shall not
affect or operate to reduce any benefit or compensation inuring to the
Employee of a kind elsewhere provided and not expressly provided in this
Agreement. Executive agrees to release, protect, defend, indemnify and hold
harmless Company, its officers, directors, insurers, employees and
representatives, from and against any and all claims, demands and causes of
action, including reasonable attorneys' fees, arising in connection with any
previous employment contract between the Executive and the Company in favor
of Executive or his estate representatives, independent administrators or
survivors.
12. Consolidation, Merger or Sale of Assets. Nothing in this Agreement shall
preclude the Company from consolidating or merging into or with, or from
transferring all or substantially all of its assets to, another corporation
which assumes this Agreement and all obligations and undertakings of the
Company hereunder; provided, that no such action shall diminish the
Executive's rights hereunder. Upon such consolidation, merger, or transfer
of assets, or any assumption of the Company, the term the "Company" as used
herein, shall mean such other corporation.
13. General Provisions.
a. Assignability; Attachment and Effect. Neither this Agreement nor any
right or interest hereunder shall be assignable by the Executive, his
beneficiaries or legal representatives without prior written consent of
the Company; provided, however, that this shall not preclude (i) the
Executive from designating a beneficiary to receive any benefit payable
hereunder or upon his death, or (ii) the executors, administrators or
legal representatives of the Executive or his estate from assigning any
rights hereunder to the person or persons entitled thereto. Except as
required by law, no right to receive payments under this Agreement shall
be subject to anticipation, commutation, alienation, assignment,
encumbrance, charge, pledge, hypothecation, execution, attachment, levy
or similar process or assignment by operation of law, and any attempt,
voluntary or involuntary, to effect such action shall be null, void and
of no effect. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns.
7
|