Employment Agreement – Bio-Technology General Corp. and Norman W. Barton

entered into, and is effective as of the Effective Date, by and between the

Executive and the Executive hereby agrees to serve the Company in accordance

with the terms and conditions set forth herein, for a period of three (3)

of the Effective Date, and each anniversary thereafter, the term of this

Agreement shall automatically be extended for one (1) additional year, unless

at least ninety (90) days prior to such anniversary, the Company or the

Executive shall have given notice in accordance with Section 10.2 hereof that

Bonus” means the annual bonus to be paid to the Executive in

accordance with the Company’s annual bonus program as described in Section 5.3

Salary” means the salary of record paid to the Executive as annual

salary, pursuant to Section 5.2, excluding amounts received under incentive or

Owner” shall have the meaning ascribed to such term in Rule

means the persons or entities designated or deemed designated by the Executive

or “Board of Directors” means the

terms of this Agreement and failed to correct such breach within fifteen (15)

the purpose of gaining a personal profit, including, without limitation, embezzlement;

intentionally and willfully failed to perform reasonably assigned duties within

occurred as of the first day that any one or more of the following conditions

the Company is not the continuing or surviving entity or pursuant to which

shares of the Common Stock would be converted into cash, securities, or other

property, other than (i) a merger of the Company in which the holders of the

Common Stock immediately prior to the merger have the same proportionate

ownership of common stock of the surviving corporation immediately after the

merger, or (ii) a consolidation or merger which would result in the voting

securities of the Company outstanding immediately prior thereto continuing to

represent (by being converted into voting securities of the continuing or

surviving entity) more than 50% of the combined voting power of the voting

securities of the continuing or surviving entity immediately after such

consolidation or merger and which would result in the members of the Board

immediately prior to such consolidation or merger (including for this purpose

any individuals whose election or nomination for election was approved by a

vote of at least two-thirds of such members) constituting a majority of the

Board (or equivalent governing body) of the continuing or surviving entity

transfer (in one transaction or a series of related transactions) of all or

Beneficial Owner of forty (40) percent or more of the Common Stock other than

pursuant to a plan or arrangement entered into by such Person and the Company;

years, individuals who at the beginning of such period constitute the entire

Board of Directors shall cease for any reason to constitute a majority of the

Board unless the election or nomination for election by the Company’s stockholders

of each new director was approved by a vote of at lest two-thirds of the

directors then still in office who were directors at the beginning of the

compensation associated with a Qualifying Termination occurring subsequent to a

Committee of the Board, or any other committee      appointed by the Board to perform the functions of such

Delaware corporation, or any Successor Company thereto as provided in Section

means for all purposes of this Agreement, the meaning ascribed to such term in

Date of Termination” means the date on which a termination of the

benefits under or relative level of participation in the Company’s employee

benefit or retirement plans, policies, practices, or arrangements in which the

Executive participates as of the Effective Date of this Agreement, including

any perquisite program; provided, however, that any such change that applies

consistently to all executive officers of the Company or is required by

following events on or after the announcement of the transaction which leads to

the CIC and up to twenty-four (24) calendar months following the effective date

that requires the Executive to travel at least an additional thirty-five (35)

which is at a lower level than the highest level to which Executive reported

indicate the specific termination provision in this Agreement relied upon, and

shall set forth in reasonable detail the facts and circumstances claimed to

provide a basis for termination of the Executive’s employment under the

provisions so indicated, and, where applicable, shall specifically include

notice pursuant to Section 1.2 that Company has elected not to renew this

term in Section 3(a)(9) of the Securities Exchange Act and used in Sections 13(d)

Section 8.2 herein, the occurrence of which triggers the payment of CIC

compensation as provided in Sections 7.4 and 7.6 herein, and not payable due to

shall mean that period of time commencing on the Effective Date and ending on

agrees to serve as Senior Vice President, Chief Medical Officer of the Company

or in such other position which Executive shall agree to accept or to which

Executive shall be promoted during the Term and Executive shall report directly

to the President or such other position which is at a higher position or level

determined by the Chief Executive Officer in his sole discretion, and shall

maintain the level of duties and responsibilities as in effect as of the

Effective Date, or such higher level of duties and responsibilities as

agrees to devote substantially his full time, attention, and energies to the

Company’s business and shall not be engaged in any other business activity,

whether or not such business activity is pursued for gain, profit, or other

pecuniary advantage unless such business activity is approved by the

Compensation Committee (or, in the event the Compensation Committee ceases to

exist, the Board).  However, subject to

Article 11 herein and approval by the Compensation Committee (or the Board, as

the case may be), the Executive may serve as a director of other companies so

Executive during the term of this Agreement, and as consideration for complying

with the covenants herein, the Company shall pay and provide to the Executive

Base Salary in an amount which shall be established from time to time by the Board

of Directors of the Company or the Board’s designee; provided, however, that

such Base Salary shall not be less than

shall be paid to the Executive in equal installments throughout the year,

be reviewed at least annually following the Effective Date of this Agreement,

while this Agreement is in force, to ascertain whether, in the judgment of the

Board or the Board’s designee, such Base Salary should be increased based

primarily on the performance of the Executive during the year. If so increased,

the Base Salary as stated above shall, likewise, be increased for all purposes

Executive shall be entitled to participate in the Company’s annual short-term

incentive program, as such program may exist from time to time, at a level

commensurate with the Position.  The

percentage of Base Salary targeted as annual short-term incentive compensation

shall be established for the Position by the Company’s Compensation Committee

amount of annual short-term incentive, if any, to be awarded shall be at the

sole discretion of the Company’s Compensation Committee, may be less or more

than the targeted Annual bonus award, and will be based on a number of factors

set in advance by the Compensation Committee for each calendar year, including

the Company’s performance and the Executive’s individual performance. Nothing

in this Section 5.3 shall be construed as obligating the Company or the Board

to refrain from changing, and/or amending the short-term incentive program, so

long as such changes are equally applicable to all executive employees in the

participate in the Company’s long-term incentive plan, as such shall be amended

or superseded from time to time provided, however, that nothing in this Section

5.4 shall be construed as obligating the Company or the Board to refrain from

changing, and/or amending the long-term incentive plan, so long as such changes

Executive participation in any Company qualified defined benefit and defined

contribution retirement plans as may be established during the term of this

Agreement; provided, however, that nothing in this Section 5.5 shall be

construed as obligating the Company to refrain from changing, and/or amending

the nonqualified retirement programs, so long as such changes are equally

provided within the provisions of each of the respective plans, the Company

shall provide to the Executive all benefits to which other executives and

employees of the Company are entitled to receive, as commensurate with the

Position, subject to the eligibility requirements and other provisions of such arrangements

shall not be limited to, group term life insurance, comprehensive health and

major medical insurance, dental and life insurance, and short-term and long-term

participate in any additional benefit as may be established during the term of

paid vacation as is customary for the Position in corporate institutions of

similar size and character, but in any event not less than twenty (20) paid

vacation days during each calendar year; provided, however, that without prior

written approval, Executive may carry forward into the next year no more than

Executive, at the Company’s expense, all perquisites which the Board may

determine from time to time to provide; provided, however, that nothing in this

Section 5.8 shall be construed as obligating the Company or the Board to

refrain from changing, and/or amending the perquisite program, so long as such

institute, maintain, or refrain from changing, amending, or discontinuing any

benefit plan, program, or perquisite, so long as such changes are equally

Company shall pay, or reimburse the Executive for all ordinary and necessary

expenses, in a reasonable amount, which the Executive incurs in performing his

duties under this Agreement including, but not limited to, travel,

entertainment, professional dues and subscriptions, and all dues, fees, and

expenses associated with membership in various professional, business, and

is terminated while this Agreement is in force by reason of death, the

Company’s obligations under this Agreement shall immediately expire.

Notwithstanding the foregoing, the Company shall be obligated to pay to the

targeted Annual Bonus award, established for the fiscal year in which such

termination is effective, multiplied by a fraction, the numerator of which is

the number of completed days in the then-existing fiscal year through the

Effective Date of Termination, and the denominator of which is three hundred

shall be subject to the treatment provided under the applicable long-term

and (d) shall be paid in cash to the Executive in a single lump sum as soon as

racticable following the Effective Date of Termination, but in no event beyond

thirty (30) days from such date. All other payments due to the Executive upon

termination of employment, including those in Sections 7.1(b) and (c), shall be

in Articles 9 and 14 and Sections 7.1(f), 13.3, 13.5, and 13.7 herein

(which shall survive such termination), the Company and the Executive

In the event that the Executive becomes Disabled during the term of this

Agreement and is, therefore, unable to perform his duties herein for more than

one hundred eighty (180) total calendar days during any period of twelve

(12) consecutive months, or in the event of the Board’s reasonable expectation

that the Executive’s Disability will exist for more than a period of one

hundred eighty (180) calendar days, the Company shall have the right to

Executive of the Company’s intent to terminate for Disability at least thirty

of Directors of the Company upon receipt of and in reliance on competent medical

advice from one (1) or more individuals, selected by the Board, who are

effective upon the end of the thirty (30) day notice period. Upon the Effective

Date of Termination, the Company’s obligations under this Agreement shall

targeted Annual Bonus award, established for the fiscal year in which the

Effective Date of Termination occurs, multiplied by a fraction, the numerator

of which is the number of completed days in the then-existing fiscal year

through the Effective Date of Termination, and the denominator of which is

shall be subject to the treatment provided under the applicable long-term incentive

and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon

as practicable following the Effective Date of Termination, but in no event

beyond thirty (30) days from such date. All other payments due to the Executive

contained in Articles 8, 9, 11, and 14 and Sections 7.2(e), 13.3, 13.5, and

13.7 herein (which shall survive such termination), the Company and the

Executive may terminate this Agreement at any time by giving Notice of

Termination to the Board of Directors of the Company, delivered at least

effective upon the expiration of the fourteen (14) day notice period.

Notwithstanding the foregoing, the Company may waive the fourteen (14) day

notice period; however, the Executive shall be entitled to receive all elements

of compensation described in Sections 5.1 through 5.6 for the fourteen

(14) day notice period, subject to the eligibility and participation

following the expiration of the fourteen (14) day notice period, the Company

shall pay the Executive his full Base Salary and accrued but unused vacation

pay, at the rate then in effect, through the Effective Date of Termination,

plus all other benefits to which the Executive has a vested right at that time

(for this purpose, the Executive shall not be paid any Annual Bonus with

respect to the fiscal year in which voluntary termination under this Section

in Articles 8, 9, 11, and 14 and Sections 13.3, 13.5, and 13.7 herein (which

shall survive such termination), the Company and the Executive thereafter shall

employment for reasons other than death, Disability, or for Cause, by providing

to the Executive a Notice of Termination, at least sixty (60) calendar days

(ninety (90) calendar days when termination is due to non-renewal of this

Agreement by the Company pursuant to Section 1.2) prior to the Effective Date

of Termination; provided, however, that such notice shall not preclude the

Company from requiring Executive to leave the Company immediately upon receipt

Qualifying Termination), following the expiration of the sixty (60) day notice

period (90 days in the case of non-renewal), the Company shall pay and provide

the Executive’s annual Base Salary established for the fiscal year in which the

the Executive’s targeted Annual Bonus award established for the fiscal year in

which the Effective Date of Termination occurs; provided, however, that no

payment shall be made under this Section 7.4(b)(2) if the Effective Date of

health care, life and accidental death and dismemberment, and disability

insurance coverage (or if continuation under the Company’s then current plans

is not allowed, then provision at the Company’s expense but subject to payment

by Executive of those payments which Executive would have been obligated to

make under the Company’s then current plan, of substantially similar welfare

benefits from one or more third party providers) after the Effective Date of

Termination for a number of months equal to the Service Multiple times twelve

(12).  These benefits shall be provided

to the Executive at the same coverage level as in effect as of the Effective

Date of Termination, and at the same premium cost to the Executive which was

paid by the Executive at the time such benefits were provided. However, in the

event the premium cost and/or level of coverage shall change for all employees

of the Company, or for management employees with respect to supplemental

benefits, the cost and/or coverage level, likewise, shall change for the

Executive in a corresponding manner. 

The continuation of these welfare benefits shall be discontinued if

prior to the expiration of the period, the Executive has available

substantially similar benefits at a comparable cost to the Executive from a subsequent

employer, as determined by the Compensation Committee (or, in the event the

shall be subject to the treatment provided under the applicable long-term

Base Salary and accrued but unused vacation pay through the Effective Date of

a vested right at the time, according to the provisions of the governing plan

“Service Multiple” shall be equal to the quotient resulting from a formula the

numerator of which is the lesser of (a) full number of completed months that

have elapsed since the Employment Date (but not less than 6 months) and (b)

Executive’s employment without Cause on or after the date of the announcement

of the transaction which leads to a CIC, the Executive shall be entitled to the

CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance

Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly

on the fifteenth day of the month following the month in which the Effective

($40,000) of the benefits described in Section 7.4(b)(2) shall be paid in

cash to the Executive in a single lump sum as soon as practicable following the

Effective Date of Termination, but in no event beyond thirty (30) days from

such date.  The forty thousand dollars

($40,000) which was withheld shall be paid in cash to the Executive in a single

lump sum at the end of the twelve (12) month restrictive period set forth in

7.4(e) and (f), all other payments due to the Executive upon termination of

employment shall be paid in accordance with the terms of such applicable plans

in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7

(which shall survive such termination), the Company and the Executive

contrary, the Company’s payment obligations under this Section 7.4 shall be

offset by any amounts that the Company is required to pay to the Executive

construed to prevent the Board from terminating the Executive’s employment

must set forth in reasonable detail the facts and circumstances claimed to

the Board for Cause, the Company shall pay the Executive his Base Salary and

accrued vacation pay through the Effective Date of Termination, and the

Executive shall immediately thereafter forfeit all rights and benefits (other

than vested benefits) he would otherwise have been entitled to receive under

this Agreement. The Company and the Executive thereafter shall have no further

obligations under this Agreement with the exception of the covenants contained

in Articles 9, 10, 11, and 14 and Sections 13.3, 13.5, and 13.9 herein (which

applicable, this Section 7.6 shall only become effective when at least twelve

(12) months have elapsed since the Employment Date.   Prior to this Section 7.6 becoming effective, any notice of

termination by Executive may only be given pursuant to Section 7.3.  The Executive shall have sixty (60) days

from the date he learns of action taken by the Company that allows the

Executive to terminate his employment for Good Reason to provide the Board with

reasonable detail the facts and circumstances claimed to provide a basis for

employment for the sixty (60) day period following the date in which he

provided the Notice of Termination to the Board. The Company may waive the

sixty (60) day notice period; however, the Executive shall be entitled to

receive all elements of compensation described in Sections 5.1 through 5.6 for

the sixty (60) day notice period, subject to the eligibility and participation

employment for Good Reason during the Term, and following the expiration of the

sixty (60) day notice period, the Company shall pay and provide to the

times the Executive’s annual Base Salary established for the fiscal year in

times the Executive’s targeted Annual Bonus award established for the fiscal

health care, life and accidental death and dismemberment, and disability

insurance coverage for one-and-one-half (1.5) years after the Effective Date of

Termination (or if continuation under the Company’s then current plans is not

allowed, then provision at the Company’s expense but subject to payment by

Executive of those payments which Executive would have been obligated to make

under the Company’s then current plan, of substantially similar welfare

benefits from one or more third party providers). These benefits shall be

provided to the Executive at the same coverage level, as in effect as of the Effective

Date of Termination and at the same premium cost to the Executive which was

paid by the Executive at the time such benefits were provided. However, in the

event the premium cost and/or level of coverage shall change for all employees

of the Company, or for management employees with respect to supplemental

benefits, the cost and/or coverage level, likewise, shall change for the

Executive in a corresponding manner. The continuation of these welfare benefits

shall be discontinued prior to the end of the one-and-one-half (1.5) year

period in the event the Executive has available substantially similar benefits

at a comparable cost to the Executive from a subsequent employer, as determined

by the Compensation Committee (or, in the event the Compensation Committee

shall be subject to the treatment provided under the applicable long-term

Base Salary and accrued but unused vacation pay through the Effective Date of

a vested right at the time, according to the provisions of the governing plan

employment for Good Reason on or after the date of the announcement of the

transaction which leads to the CIC and up to twenty-four (24) months following

the date of the CIC, the Executive shall be entitled to the CIC Severance

Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined

employment for Good Reason shall not be affected by the Executive’s incapacity

due to physical or mental illness unless such incapacity is determined to

($40,000) of the benefits described in Section 7.6(d)(1) and payment of all of

the benefits described in Section 7.6(d)(2) shall be paid in cash to the

Executive in a single lump sum as soon as practicable following the Effective

Date of Termination, but in no event beyond thirty (30) days from such date.

The forty thousand dollars ($40,000) which was withheld shall be paid in cash

to the Executive in a single lump sum at the end of the twelve (12) month

7.6(g), all other payments due to the Executive upon termination of employment

shall be paid in accordance with the terms of such applicable plans or

contrary, the Company’s payment obligations under this Section 7.6 shall be

offset by any amounts that the Company is required to pay to the Executive

contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.6, 13.3, 13.5, and

13.7 (which shall survive such termination) herein, the Company and the

The Executive shall be entitled to receive from the Company CIC Severance

Benefits if a Notice of Termination for a Qualifying Termination of the

receive CIC Severance Benefits if he is terminated for Cause (as provided in

Section 7.5 herein), or if his employment with the Company ends due to death,

or Disability, or due to voluntary termination of employment by the Executive

of all other benefits provided to the Executive under the terms of this

following events on or after the date of the announcement of the transaction

which leads to the CIC and up to twenty-four (24) months following the date of

the CIC shall trigger the payment of CIC Severance Benefits to the Executive

employment by the Company for reasons other than Cause, death, or Disability,

as evidenced by a Notice of Termination delivered by the Company to the

Good Reason as evidenced by a Notice of Termination delivered to the Company by

Agreement would expire unless renewed within such period), as evidenced by a

materially breaches any material provision of this Agreement and does not cure

such breach within thirty (30) days of receiving a written notice from the

Executive with such notice explaining in reasonable detail the facts and

Executive’s annual Base Salary established for the fiscal year in which the

Executive’s targeted Annual Bonus award established for the fiscal year in

Base Salary and accrued but unused vacation pay through the Effective Date of

awards shall be subject to the treatment provided under the applicable

health care, life and accidental death and dismemberment, and disability

insurance coverage for two (2) full years after the Effective Date of

Termination (or if continuation under the Company’s then current plans is not

allowed, then provision at the Company’s expense but subject to payment by

Executive of those payments which Executive would have been obligated to make

under the Company’s then current plan, of substantially similar welfare

the same coverage level, as in effect as of the Effective Date of Termination

or, if greater, as in effect sixty (60) days prior to the date of the Change in

Control, and at the same premium cost to the Executive which was paid by the

shall change for all employees of the Company, or for management employees with

respect to supplemental benefits, the cost and/or coverage level, likewise,

discontinued prior to the end of the two year period in the event the Executive

has available substantially similar benefits at a comparable cost to the

Executive from a subsequent employer, as determined by the Compensation

Committee (or, in the event the Compensation Committee ceases to exist, the

described in Sections 8.3(a) through (c) shall be paid in cash to the Executive

in a single lump sum as soon as practicable following the Effective Date of

Termination, but in no event beyond thirty (30) days from such date. All other

payments due to the Executive upon termination of employment shall be paid in

occurs, and a determination is made by the Company pursuant to Section 280G and

4999 of the Code that a golden parachute excise tax is due, the benefits

provided to the Executive under this Agreement that are classified as

“parachute payments” (as such term is defined in Section 280G of the Code),

if, such a limitation results in a greater net (of excise tax) cash benefit to

the Executive than he would receive had the benefits not been capped and an

Articles 8, 9, 10, 11, 12 and 14 and Sections 13.3, 13.5, and 13.7 (which hall

survive such termination) herein, the Company and the Executive thereafter

or transferred to, and shall be binding upon and shall inure to the benefit of

any Successor Company, with Successor Company for purposes of this Agreement

being defined as a company that (i) acquires greater than fifty percent (50%)

of the assets of the Company or (ii) acquires greater than fifty percent (50%)

of the outstanding stock of the Company, or (iii) is the surviving entity in

substituted for all purposes of the “Company” under the terms of this

agreement of any Successor Company to be bound by the terms of this Agreement

prior to the effectiveness of any such succession shall be a breach of this

Agreement, and shall immediately entitle the Executive to benefits from the

Company in the same amount and on the same terms as the Executive would be

entitled to receive in the event of a termination of employment for Good Reason

as provided in Section 7.7 (failure not related to a Change in Control) or

Section 8.3 (if the failure of assignment follows or is in connection with a

benefit of and be enforceable by the Executive’s personal or legal

representatives, executors, administrators, successors, heirs, distributees,

still be payable to him pursuant to this Agreement had he continued to live,

all such amounts, unless otherwise provided herein, shall be paid in

then such amounts shall be paid to the Executive’s devisee, legatee, or other

Company shall pay all legal fees, costs of litigation, prejudgment interest,

and other expenses incurred by Executive in contesting a termination, if

communications provided by this Agreement shall be sufficient if in writing and

if sent by registered or certified mail to the Executive at the last address he

has filed in writing with the Company or, in the case of the Company, at its

access to and knowledge of confidential and proprietary information of the

(5) years after the term of his employment by the Company, in whole or in part,

disclose such information to any person, firm, corporation, association, or

other entity for any reason or purpose whatsoever, nor shall he make use of any

such information for his own purposes, so long as such information has not

otherwise been disclosed to the public or is not otherwise in the public domain

for a period of twelve (12) months following the Executive’s termination of

employment for any reason, the Executive agrees not to actively solicit any

employee of the Company to terminate his or her employment with the Company or

the Effective Date of this Agreement until six (6) months following the

Executive’s Effective Date of Termination for any reason, the Executive will

not: (a) directly or indirectly own any equity or proprietary interest in

(except for ownership of shares in a publicly traded company not exceeding

three percent (3%) of any class of outstanding securities), or be an employee,

agent, director, advisor, or consultant to or for any competitor of the

Company, whether on his own behalf or on behalf of any person; or (b) undertake

any action to induce or cause any customer or client to discontinue any part of

occurrence of a Change in Control, the Executive shall be released from each of

the covenants set forth in Section 11.2 and 11.3, if such Executive is

terminated by the Company without Cause or if the Executive terminates his

Cause, the Executive shall be reimbursed by the Company for the costs of all

outplacement services obtained by the Executive within the two (2) year period

after the Effective Date of Termination; provided, however, that the total

reimbursement shall be limited to an amount equal to twenty percent (20%) of

Proprietary Information and Inventions Agreement previously executed by

Executive, this Agreement supersedes any prior agreements (specifically, the

prior severance agreement executed by the Executive as of April 26, 1996, and

any and all amendments thereto), or understandings, oral or written, between

the parties hereto or between the Executive and the Company, with respect to

the subject matter hereof, and constitutes the entire agreement of the parties

altered, modified, canceled, changed, or in any way amended except by mutual

agreement of the parties in a written instrument executed by the parties hereto

portion of this Agreement shall be determined to be invalid or unenforceable

for any reason, the remaining provisions of this Agreement shall be unaffected

(1) or more counterparts, each of which shall be deemed to be an original, but

benefits payable under this Agreement all federal, state, city, or other taxes

payments or benefits hereunder due to the Executive at the time of his death

shall nonetheless be paid or provided and the Executive may designate one or

more persons or entities as the primary and/or contingent beneficiaries of any

amounts to be received under this Agreement. Such designation must be in the

form of a signed writing acceptable to the Board or the Board’s designee. The

taken by the Executive to materially injure the Company, the Company’s

obligation to make the payments and the arrangement provided for herein shall

be absolute and unconditional, and shall not be affected by any circumstances,

including, without limitation, any offset, counterclaim, recoupment, defense,

shall be paid without notice or demand. Subject to the provisions set forth in

Sections 7.4 and 7.6, and Article 11, each and every payment made hereunder by

the Company shall be final, and the Company shall not seek to recover all or

any part of such payment from the Executive or from whomsoever may be entitled

material breach of its payment obligations under Articles 7 and 8 of this

Agreement (provided, however, that no such breach shall be deemed to have

occurred until the Executive has provided the Board with written notice of such

breach and a reasonable opportunity for cure), the restrictive covenants

contained in Article 11 are independent of any other contractual obligations in

this Agreement or otherwise owed by the Company to the Executive. Except as provided

in this paragraph, the existence of any claim or cause of action by Executive

against the Company, whether based on this Agreement or otherwise, shall not

create a defense to the enforcement by the Company of any restrictive covenant

other employment in mitigation of the amounts payable or arrangements made

under any provision of this Agreement, and the obtaining of any such other

employment shall in no event effect any reduction of the Company’s obligations

provisions of this Agreement shall be construed and enforced in accordance with

the Company, through its duly authorized representative, and the Executive have