ALL » Topics » ARTICLE VII. NO SET-OFF OR MITIGATION
These excerpts taken from the ALL 10-K filed Feb 27, 2008.
ARTICLE VII.
NO SET-OFF OR MITIGATION
7.1 No Set-off by Company. Executive’s right to receive when due the
payments and other benefits provided for under this Agreement is absolute,
unconditional and subject to no set-off, counterclaim or legal or equitable
defense. Time is of the essence in the
performance by the Company of its obligations under this Agreement. Any claim that the Company may have against
Executive, whether for a breach of this Agreement or otherwise, shall be
brought in a separate action or proceeding and not as part of any action or
proceeding brought by Executive to enforce any rights against the Company under
this Agreement, except if (i) the Company’s claim is determined by a court
to be a compulsory counterclaim under applicable law or (ii) if a court
determines that the Company would otherwise be materially prejudiced if its
claim were to be brought in a separate action.
7.2 No Mitigation. Executive shall not have any duty to mitigate
the amounts payable by the Company under this Agreement by seeking new
employment or self-employment following termination. Except as specifically otherwise provided in
this Agreement, all amounts payable pursuant to this Agreement shall be paid
without reduction regardless of any amounts of salary, compensation or other
amounts that may be paid or payable to Executive as the result of Executive’s
employment by another employer or self-employment.
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ARTICLE VII.
NO SET-OFF OR MITIGATION
7.1 No Set-off by Company. Executive’s right to receive when due the payments and other benefits provided for under this Agreement is absolute, unconditional and subject to no set-off, counterclaim or legal or equitable defense. Time is of the essence in the performance by the Company of its obligations under this Agreement. Any claim that the Company may have against Executive, whether for a breach of this Agreement or otherwise, shall be brought in a separate action or proceeding and not as part of any action or proceeding brought by Executive to enforce any rights against the Company under this Agreement, except if (i) the Company’s claim is determined by a court to be a compulsory counterclaim under applicable law or (ii) if a court determines that the Company would otherwise be materially prejudiced if its claim were to be brought in a separate action.
7.2 No Mitigation. Executive shall not have any duty to mitigate the amounts payable by the Company under this Agreement by seeking new employment or self-employment following termination. Except as specifically otherwise provided in this Agreement, all amounts payable pursuant to this Agreement shall be paid without reduction regardless of any amounts of salary, compensation or other amounts that may be paid or payable to Executive as the result of Executive’s employment by another employer or self-employment.
