of (i) two (2) years from such Renewal Date or (ii) the first day of the month next followingExecutive’s Normal Retirement Date, unless, at least 60 days prior to the Renewal Date, the Companyor Executive shall give notice that the Term of Employment shall not be so extended in which eventthis Agreement shall continue for the remainder of its then current term and terminate as providedherein.          **Section 3**. **Position and Duties****.**          (a) Position. During the Term of Employment, the Company shall employ Executive as,and Executive shall serve as, the President and Chief Executive Officer of the Company, subject tothe supervising powers of the Board of Directors of the Company (the “Board”).          (b) Powers and Duties. Executive shall have those powers and duties consistent withthe position of President and Chief Executive Officer in a company the size and nature of theCompany, which powers shall in all cases include, without limitation, the power of supervision andcontrol over, and responsibility for, the general management and operations of the Company(including the hiring and firing of employees and the appointment and termination of seniorofficers other than executive officers), development and implementation of a comprehensivestrategic business plan, supervision of the day-to-day executive management process, and acting asspokesperson for the Company. All executive officers and other officers with direct operationalresponsibilities shall report directly to Executive unless Executive in his sole discretiondelegates such reporting responsibilities, in whole or in part, to another executive. Executiveagrees to devote substantially all his working time and attention to the business of the Company.Executive shall not, without the prior consent of the Board, be directly or indirectly engaged inany other trade, business or occupation for compensation requiring his personal services during theTerm of Employment. Nothing in this Agreement shall preclude Executive from (i) engaging incharitable and community activities or from managing his personal investments or (ii) serving as amember of the board of directors of an unaffiliated company not in competition with the Company,subject, however, with respect to each such board membership, to approval by the Company’s Board(not to be unreasonably withheld). During the Term of Employment, Executive shall be nominated forre-election as a member of the Board of Directors.          **Section 4****.****Compensation and Related Matters****.**          (a) Base Salary. During the Term of Employment commencing with June 1, 2006,Executive shall be compensated at an annual base salary of no less than $525,000 (the base salary,at the rate in effect from time to time, is hereinafter referred to as the “Base Salary”and the Base Salary has been increased to $700,000 as of the date of this Agreement). The Board, ora committee thereof, shall review and may, if appropriate, at its discretion, increase (but notdecrease without Executive’s written consent, except that no such consent shall be required in thecase of a general salary reduction that would affect at least three of the persons who were namedexecutive officers in the Company’s proxy statement for its most recent annual meeting ofshareholders) the annual Base Salary during the Term of Employment. Base Salary shall be reviewedannually and be adjusted to reflect (among other factors) Executive’s performance in regard to thecorporate goals and objectives established for Executive by the Board or a committee thereof. TheBase Salary shall be payable in equal semi-monthy installments.
2

 
          (b) Annual Bonus. In addition to the Base Salary provided for in Section 4(a), theCompany shall provide annual cash bonus awards to Executive under its Senior Executive Annual CashBonus Plan or substantially equivalent successor plan (the “Annual Bonus Plan”) inaccordance with such plan and any financial performance targets thereunder (the “AnnualBonus”) each fiscal year of the Company during the Term of Employment. For the Company’s fiscalyear ending August 31, 2006, Executive’s target incentive opportunity under the Annual Bonus Planhas been fixed at 60% of Base Salary (the target bonus as a percentage of Base Salary, as in effectfrom time to time, is hereinafter referred to as the “Target Bonus Percentage” and theTarget Bonus Percentage has been increased to 80% as of the date of this Agreement). The TargetBonus Percentage shall be reviewed annually for increase (but not decrease without Executive’sconsent) by the Board or a committee thereof.          (c) Additional Compensation. Executive may be awarded additional compensation,including equity-based incentive awards, such as, stock options, performance shares and restrictedshares, pursuant to the Company’s 2004 Stock Incentive Plan As Amended or any future incentivecompensation or long-term compensation program established for the senior executive officers of theCompany (collectively the “Incentive Compensation Programs”), in an appropriate manner forthe position occupied by Executive and consistent with his performance as evaluated by the Board.Except as otherwise provided herein, compensation granted under such plans will be subject to theactual provisions and conditions applicable to such plans.          (d) Expenses. During the Term of Employment, Executive shall be entitled to receiveprompt reimbursement for all reasonable expenses incurred by Executive in performing serviceshereunder, including all expenses of travel and living while away from home on business or at therequest of and in the service of the Company, provided that such expenses are incurred andaccounted for in accordance with the policies and procedures established by the Company.          (e) Other Benefits. The Company shall maintain in full force and effect, andExecutive shall be entitled to continue to participate in, all of the Company’s employee benefitplans and arrangements in effect on the Effective Date hereof in which Executive participates orplans or arrangements providing Executive with at least equivalent benefits thereunder (the“Benefit Plans”). Such plans and arrangements shall, among other things, provide toExecutive personal leave days, sick days and vacation time, short-term and long-term disabilitycoverage, tax counseling, and family medical coverage. Executive shall be entitled to participatein, or receive benefits under, any employee benefit plan or arrangement made available by theCompany in the future to its senior executives, subject to and on a basis consistent with theterms, conditions and overall administration of such plans and arrangements. Nothing paid toExecutive under any Benefit Plan shall be deemed to be in lieu of the Base Salary and Annual Bonuspayable to Executive pursuant to Sections 4(a) and (b). Any payments or benefits payable toExecutive hereunder in respect of any fiscal year during which Executive is employed by the Companyfor less than the entire year shall, unless otherwise provided in the applicable plan orarrangement, be prorated in accordance with the number of days in such fiscal year during which heis so employed.          (f) Non-Exclusivity. Nothing in this Agreement shall prevent Executive from beingentitled to receive any additional compensation or benefits as approved by the Company’s
3

 
Board; provided, however, that in no event shall the Company make any loans to Executive thatare in violation of the Sarbanes-Oxley Act of 2002, as such act may be amended or supplemented fromtime to time, and the rules and regulations of the Securities and Exchange Commission promulgatedthereunder.          **Section 5****.****Termination****.**          (a) Termination of Employment Other Than by Executive. Executive’s employmenthereunder may be terminated without any breach of this Agreement only under the followingcircumstances:     (1) Death. Executive’s employment hereunder shall terminate upon hisdeath.     (2) Disability. If the Company determines in good faith that theDisability of Executive has occurred (pursuant to the definition of “Disability” setforth below), it may give to Executive written notice of its intention to terminateExecutive’s employment. In such event, Executive’s employment with the Company shallterminate effective on the 30th day after the date of such notice, provided that,within such 30-day period, Executive shall not have returned to full-timeperformance of Executive’s duties. For purposes of this Agreement,“Disability” means disability (either physical or mental) which, at leastone hundred eighty (180) days after its commencement, is determined by a physicianselected by the Company or its insurers and acceptable to Executive or Executive’slegal representative to be total and permanent (such agreement as to acceptabilitynot to be withheld unreasonably).     (3) Cause. The Company has the right to terminate Executive’semployment for Cause, and such termination shall not be a breach of this Agreementby the Company. “Cause” means termination of employment for one of thefollowing reasons: (i) the willful and continued failure of Executive to performsubstantially Executive’s duties with the Company or one of its Subsidiaries (otherthan any such failure resulting from incapacity due to physical or mental illness),after a written demand for substantial performance is delivered to Executive by theBoard which specifically identifies the manner in which the Board believes thatExecutive has failed to substantially perform his duties and such failure is notcured within thirty (30) days of such written notice; (ii) an act or acts ofdishonesty taken by Executive and intended to result in substantial personalenrichment of Executive at the expense of the Company; (iii) the willful engaging byExecutive in illegal conduct or gross misconduct; or (iv) a clearly establishedviolation by Executive of the Company’s Code of Conduct that is materially anddemonstrably injurious to the Company. Further, for purposes of this Section 5(a),no act, or failure to act, on Executive’s part shall be deemed “willful”if done, or omitted to be done, by Executive in good faith and with a reasonablebelief that his action or omission was in the best interest of the Company.
4

 
          (b) Termination of Employment by Executive for Good Reason. Executive may terminatehis employment hereunder for Good Reason, provided that Executive shall have delivered a Notice ofTermination within ninety (90) days after the occurrence of the event of Good Reason giving rise tosuch termination. For purposes of this Agreement, “Good Reason” shall not mean atermination resulting from non-renewal of this Agreement or the occurrence of any of the eventslisted in the following subsections of this Section 5(b) if they occurred in connection with thetermination of Executive’s employment because of Disability or for Cause. “Good Reason”shall mean the occurrence of one or more of the following circumstances, without Executive’sexpress written consent, that are not remedied by the Company within thirty (30) days of receipt ofExecutive’s Notice of Termination except that no 30-day period shall apply if the reason fortermination is a Change of Control as provided in Section 5(b)(5):     (1) The assignment to Executive of any duties materially inconsistent with hisposition, duties, responsibilities, and status with the Company, or any materiallimitation of the powers of Executive not consistent with the powers of Executivecontemplated by Section 3 hereof.     (2) The removal of Executive from, or any failure to appoint or elect, orre-elect, Executive to the position of President and Chief Executive Officer of theCompany.     (3) The reduction in Executive’s Base Salary, except as permitted under Section4(a), or Target Bonus Percentage without his written consent.     (4) The failure of the Company to obtain the assumption of this Agreement byany successor as provided in Section 12.     (5) The occurrence of a Change of Control of the Company and Executive givesNotice of Termination within 30 days following the first annual anniversary date ofthe occurrence of the Change of Control and the Date of Termination occurs withinsuch 30-day period.     (6) The failure of the Company to continue in effect any material Benefit Planthat was in effect on the Effective Date or provide Executive with substantiallyequivalent benefits other than a reduction in benefits that occurs as part of areduction in benefit plans or programs affecting similarly situated employees of theCompany.     (7) The continued material breach for a period of 30 days by the Company of anyprovision of this Agreement after a demand for performance is delivered by Executiveto the Company which specifically identifies the manner in which Executive believesthe Company has materially breached this Agreement.          (c) Notice of Termination. Any termination of Executive’s employment by the Companyor by Executive shall be communicated by written Notice of Termination to the other party. Forpurposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate thespecific termination provision in this Agreement relied upon and shall
5

 
set forth in reasonable detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment under the provisions so indicated. In the case of any Noticeof Termination given by the Company to Executive, it shall be accompanied by a resolution of theBoard, certified by the Secretary of the Company, stating that a resolution approving the giving ofthe Notice of Termination to Executive was adopted by the affirmative vote of a majority of themembers of the Board.          (d) Date of Termination. “Date of Termination” means the date Notice ofTermination is given by either the Company or Executive as the case may be or any later datespecified therein; provided, however, if Executive’s employment is terminated by reason of death orDisability, the Date of Termination shall be the date of death of Executive or the effective dateof Disability, as the case may be, and if in the case of a termination for Good Reason, the Dateof Termination shall be the date specified in the Notice of Termination, which date shall not beless than thirty (30) days (other than in connection with a termination pursuant to Section5(b)(5)) or more than forty 40 days after the Notice of Termination is given.          (e) Effect of Termination. Except as provided in the immediately following sentence,this Agreement shall terminate and be of no further force or effect after the Date of Terminationassociated with the earliest to occur of the following: (i) Executive’s death; (ii) Executive’sDisability; (iii) the Company’s dismissal of Executive for Cause; or (iv) voluntary termination ofemployment with Good Reason. The obligations of Executive set forth in Sections 7 through 10 andthe obligations of the Company set forth in Section 6 shall survive any termination of thisAgreement.          (f) Resignation of Offices. Upon the Date of Termination for any reason (other thanan expiration of the Term of Employment), Executive shall be deemed to have resigned as a directorand/or officer of the Company and any similar positions he held with any Subsidiary of the Company.          **Section 6****.****Compensation Upon Termination****.**          (a) Termination for Cause, Disability or Death or by Executive Other than for GoodReason. If Executive’s employment is terminated for Cause, Disability, death or by Executiveother than for Good Reason, regardless of whether before or after a Change of Control:     (1) The Company shall pay Executive (i) his Base Salary through the Date ofTermination, (ii) any earned but unpaid bonus for any prior fiscal year of theCompany, (iii) Executive’s Prorated Target Bonus as defined at Section 21, and (iv)all other unpaid amounts, if any, to which Executive is entitled as of the Date ofTermination under any compensation plan or program of the Company at the time suchpayments are due; provided, however, if the termination is for Cause or by Executiveother than for Good Reason, then Executive shall not be entitled to, or paid, theitems listed in clauses (ii) and (iii) of this Section 6(a)(1);     (2) The Company shall reimburse Executive pursuant to the Company’s policy forreasonable business expenses incurred, but not paid, prior to
6

 
termination of employment, unless such termination resulted from a misappropriationof Company funds; and     (3) Executive shall be entitled to any other rights, compensation and/orbenefits as may be due to Executive following termination to which he is otherwiseentitled in accordance with the terms and provisions of any plans or programs of theCompany.     (4) The Company shall pay Executive amounts described in Section 6(a) asfollows: (a) all amounts paid pursuant to a separate plan, program, agreement orarrangement shall be paid as provided therein; (b) all reimbursements that fitwithin the exception to Code Section 409A provided in Section 1.409A-1(b)(9)(v) ofthe Treasury Regulations (reimbursements that Executive could otherwise deduct underCode Section 162 or Code Section 167 as business expenses incurred in connectionwith the performance of services, ignoring any applicable limits based on AGI) shallbe paid no later than the twentieth day following the Date of Termination; provided,however, if any reimbursements do not fall within that exception, suchreimbursements shall be made on the first day of the seventh calendar monthfollowing the calendar month in which the Date of Termination occurred; (c) allother amounts shall be paid in accordance with the Company’s normal payrollpractices in effect on January 1, 2008.          (b) Termination By the Company Other Than for Cause or on Account of Disability or Death;Termination By Executive For Good Reason. Executive’s employment may be terminated withoutCause by the Company or by Executive for Good Reason provided in such event:     (1) The Company shall pay Executive (i) his Base Salary through the Date ofTermination, (ii) any earned but unpaid bonus for any prior fiscal year of theCompany; (iii) Executive’s Prorated Performance Bonus as defined at Section 21, and(iv) all other unpaid amounts, if any, to which Executive is entitled as of the Dateof Termination.     (2) The Company shall pay Executive a single lump sum payment equal to theproduct of (i) 1/12 of the sum of Executive’s Base Salary and Target Bonus (asdefined in Section 21), and (ii) the greater of (a) the number of months remainingin the Term of Employment, and (b) twelve months. If, however, Executive terminateshis employment pursuant to Section 5(b)(5) hereof or if, within two (2) yearsfollowing a Change of Control (as defined herein), Executive’s employment isterminated without Cause by the Company or if Executive terminates his employmentfor Good Reason, then, in lieu of the payments provided for in the first sentence ofthis Section 6(b)(2), the Company shall pay to Executive a single lump sum paymentequal to the product of (i) the sum of (a) Executive’s Base Salary, and (b) theaverage annual bonus paid to Executive by the Company with respect to the threefiscal years that immediately precede the fiscal year in which the Date ofTermination occurs (or such lesser number of years that Executive was employed bythe Company), and (ii) the
7

 
number three (3.0), except that the number two (2.0) shall be substituted for thenumber three (3.0) if termination was by Executive pursuant to Section 5(b)(5);     (3) The Company shall maintain in full force and effect, for the continuedbenefit of Executive (and his spouse and/or his dependent, as applicable) for aperiod of twenty-four (24) months following the Date of Termination the medical,hospitalization, and dental programs in which Executive (and his spouse and/or hisdependents, as applicable) participated immediately prior to the Date of Terminationat the level in effect and upon substantially the same terms and conditions(including without limitation contributions required by Executive for such benefits)as existed immediately prior to the Date of Termination; provided, if Executive (orhis spouse) is eligible for Medicare or a similar type of governmental medicalbenefit, such governmental benefit shall be the primary provider before Companymedical benefits are provided. If Executive (or his Spouse and/or his dependents)is prohibited from continued participation in Company programs providing suchbenefits due to plan limitations or governmental laws or regulations, the Companyshall arrange to provide Executive (and his spouse and/or his dependents, asapplicable) with benefits which are the economic equivalent of such benefits theyotherwise would have been entitled to receive under such plans and programs(“Continued Benefits”). If Executive becomes re-employed with another employer andis eligible to receive medical, hospitalization and dental benefits under anotheremployer-provided plan, the medical, hospitalization and dental benefits describedherein shall be secondary to those provided under such plan during the applicableperiod.               In no event may reimbursements or benefits provided pursuant to this subsectionin one tax year affect the expenses eligible for reimbursement or benefits providedin any other tax year. All reimbursements or in-kind benefits provided pursuant tothis subsection, if any, must be made by the end of Executive’s tax year followingthe tax year in which the expenses were incurred. None of the rights providedwithin this subsection may be liquidated or exchanged for any other benefits;     (4) The Company shall reimburse Executive pursuant to the Company’s policy forreasonable business expenses incurred, but not paid, prior to the Date ofTermination;     (5) All options, shares of restricted stock, performance shares and any otherequity based awards shall be and become fully vested as of the Date of Termination;provided, however, that if the Date of Termination occurs prior to the end of theapplicable performance period with regard to any performance shares and prior to aChange of Control, the performance shares that become vested pursuant to thisSection 6(b)(5) shall be the number of performance shares that would have beenearned and credited to Executive had Executive continued in employment throughoutthe applicable performance period, based on the Company’s actual achievement ofperformance goals for the applicable performance period, prorated for the periodbeginning on the first day of the applicable performance period through the Date ofTermination. Notwithstanding
8

 
any provision to the contrary in the applicable Award Agreement, any such optionsmay be exercised and shall not expire until the earlier of (i) the expiration of theoption term as set forth in the Award Agreement or (ii) the first annual anniversaryof the Date of Termination provided that this Section 6(b)(5) will not extend theterm of an option beyond a date that would result in the application of Section 409Aof the Code;     (6) Executive shall be entitled to any other rights, compensation and/orbenefits as may be due to Executive following termination to which he is otherwiseentitled in accordance with the terms and provisions of any plans or programs of theCompany;     (7) Executive shall not be required to mitigate the amount of any paymentprovided for in this Section 6(b) by seeking other employment or otherwise, norshall the amount of any payment provided for in this Section 6(b) be reduced by anycompensation earned by Executive after the Date of Termination as the result ofemployment by another employer or otherwise; and     (8) Notwithstanding anything to the contrary contained in this Agreement, uponpayment to Executive of the amounts provided for in this Section 6(b) and Section19, if any, the Company shall have no further payment obligations to Executive inthe event Executive terminates his employment for Good Reason or the Companyterminates Executive’s employment without Cause; and     (9) The Company shall pay Executive amounts described in Section 6(b) asfollows: (a) all amounts paid pursuant to a separate plan, program, agreement orarrangement shall be paid as provided therein; (b) all reimbursements (other thanthose provided in Section 6(b)(3)) that fit within the exception to Code Section409A provided in Section 1.409A-1(b)(9)(v) of the Treasury Regulations(reimbursements that Executive could otherwise deduct under Code Section 162 or CodeSection 167 as business expenses incurred in connection with the performance ofservices, ignoring any applicable limits based on AGI) shall be paid no later thanthe twentieth day following the Date of Termination; provided, however, if anyreimbursements do not fall within that exception, such reimbursements shall be paidon the first day of the seventh calendar month following the calendar month in whichthe Date of Termination occurred; (c) all amounts paid pursuant to Section 6(b)(2)shall be paid to Executive on the first day of the seventh calendar month followingthe calendar month in which the Date of Termination occurred; and (d) all otheramounts shall be paid in accordance with the Company’s normal payroll practices ineffect on January 1, 2008.          **Section 7****.****Confidential Information****.**Executive acknowledges that he has had,and will have, access to certain Confidential Information (as hereinafter defined) of the Companyand its Subsidiaries and Executive agrees that he will not at any time, directly or indirectly,disclose orally or in writing or use any Confidential Information, regardless of how it may havebeen acquired, unless the disclosure or use of such Confidential Information is expressly
9

 
authorized in writing in advance by the Company, is necessary in the ordinary conduct ofExecutive’s duties under this Agreement or is required by law. “Confidential Information”means all information pertaining or relating to the Company’s or its Subsidiaries’ business,including, but not limited to, products, pricing, drawings and bills of materials, manufacturingand application engineering know-how, services, strategies, customers, customer list, customeraccount records, financial information, employee compensation, marketing plans, computer software(including all operating system and system application software) and other proprietary businessinformation. As used herein, Confidential Information shall not include any information which (i)is or becomes generally known to the public other than as a result of the disclosure or use thereofby Executive in violation of the terms of this Agreement or (ii) is obtained by Executive from athird party who is lawfully in possession of such information and is not subject to any obligationto refrain from disclosing such information. Executive acknowledges and agrees that all of theConfidential Information is and shall continue to be the exclusive proprietary property of theCompany and its Subsidiaries whether or not prepared in whole or in part by Executive and whetheror not disclosed to or entrusted to the custody of Executive.          **Section 8****.****Non-Competition****.**          (a) Executive agrees that while employed by the Company and for the 12-month periodimmediately after Executive ceases to be employed by the Company for any reason, Executive shallnot, without the prior written consent of the Company, either directly or indirectly, perform anyservices (whether advisory, consulting, employment or otherwise) for, invest in or otherwise becomeassociated with in any capacity, any person, corporation, partnership or other entity which engagesin a Competitive Business (as defined in Section 8(b)); provided, however, that nothing hereincontained shall prevent Executive (1) from purchasing and holding for investment less than 2% ofthe shares of any corporation, the shares of which are regularly traded either on a nationalsecurities exchange or in the over-the-counter market or (2) from providing services to anycorporation, partnership, or other entity if the Competitive Business represents less than 15% ofthe gross revenues of such corporation, partnership, or entity and Executive’s services are notrendered, directly or indirectly, to the division or subsidiary which is engaged in the CompetitiveBusiness.          (b) For purposes of this Agreement, “Competitive Business” means the design,engineering, manufacture, marketing, distribution, sale, or servicing in the Prohibited Territory(as defined below) of (1) processing or packaging equipment used in the pharmaceutical industry,(ii) wellhead, drilling, recovery and transmission equipment used in the oil and gas industry, or(iii) progressing cavity pumps, industrial mixers and agitators, or glass-lined reactor and storagevessels used in any industry. “Prohibited Territory” means the countries in which theCompany or one of its Subsidiaries had manufacturing, distribution facilities, or sales offices atany time that Executive was employed by the Company. In addition, all records, files, drawings,documents, models, equipment, and the like relating to the Company’s business or its Subsidiaries’,which Executive has control over may not be removed from the Company‘s premises withoutits written consent, unless removal is in the furtherance of the Company’s business or is inconnection with Executive’s carrying out his duties under this Agreement and, if so removed, shallbe returned to the Company promptly after termination of Executive‘s employment underthis Agreement.
10

 
          **Section 9****.****Non-Solicitation or Hire****.**Executive agrees that while employed bythe Company and for the 12-month period immediately after Executive ceases to be employed by theCompany for any reason, Executive shall not, without the prior written consent of the Company,either directly or indirectly, solicit or attempt to solicit or induce, directly or indirectly, (i)any person or entity who is or was a customer of the Company or its Subsidiaries while Executivewas employed by the Company for the purpose of marketing, selling or providing to any such personor entity any services or products that are of the same general type as those offered by oravailable from the Company or its Subsidiaries or (ii) any person who was an employee of theCompany or any of its Subsidiaries on the Date of Termination to terminate such employee’semployment relationship with the Company or its Subsidiaries in order to enter into a similarrelationship with Executive, any business which then employs Executive or to which Executiveprovides any services, or any Competitive Business.          **Section 10****.****Equitable Relief; Judicial Modification****.**          (a) Executive acknowledges that compliance with the covenants and provisions in Sections 7through 9 is necessary to protect the Company and that a breach of these covenants will result inirreparable and continuing damage for which there will be no adequate remedy at law. Accordingly,Executive agrees that in the event of any breach of said covenants or provisions, the Company andits successors and assigns shall be entitled to injunctive relief (including specific performance)and to such other and further equitable relief (in addition to money damages) as is proper in thecircumstances. Executive further agrees to waive the securing or purchasing of any bond inconnection with any such remedy.          (b) If any court determines that any of the covenants in Sections 7 through 9, or any part ofany of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shallnot thereby be affected and shall be given full effect, without regard to the invalid portion. Ifany court determines that any of such covenants, or any part thereof, is invalid or unenforceablebecause of the geographic or temporal scope of such provision, such court shall reduce such scopeto the minimum extent necessary to make such covenants valid and enforceable.          **Section 11****.****Indemnification; and Insurance****.**          (a) Indemnification. The Company represents and warrants that it will continue toextend to Executive during the Term of Employment and for a period of four years after the Date ofTermination the same rights to indemnification in his capacity as a director or officer of theCompany that he had on the Effective Date of this Agreement.          (b) Insurance. The Company represents and warrants that during the Term of Employmentand for a period of four years after the Date of Termination: (i) Executive is and shall continueto be covered and insured up to the maximum limits provided by all insurance which the Companymaintains to indemnify its directors and officers (and to indemnify the Company for any obligationswhich it incurs as a result of its undertaking to indemnify its officers and directors) and (ii)the Company will use reasonably commercial efforts to maintain such insurance, in not less than itspresent limits, in effect.          **Section 12****.****Agreement Binding on Successors****.**
11

 
          (a) Company’s Successors. No rights or obligations of the Company under thisAgreement may be assigned or transferred except that the Company shall require any successor(whether direct or indirect, by purchase, merger, reorganization, sale, transfer of stock,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to expressly assume and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no succession had taken place. As usedin this Agreement, “Company” means the Company as hereinbefore defined and any successor to itsbusiness and/or assets (by merger, purchase or otherwise as provided in this Section 12(a)) whichexecutes and delivers the agreement provided for in this Section 12(a) or which otherwise becomesbound by all the terms and provisions of this Agreement by operation of law.          (b) Executive’s Successors. No rights or obligations of Executive under thisAgreement may be assigned or transferred by Executive other than his rights to payments or benefitsunder this Agreement, which may be transferred only by designation of a beneficiary in accordancewith this Section 12(b) or by will or the laws of descent and distribution. Upon Executive’s death,this Agreement and all rights of Executive under this Agreement shall inure to the benefit of andbe enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, orestate, to the extent any such person succeeds to Executive’s interests under this Agreement.Executive shall be entitled to select and change a beneficiary or beneficiaries to receive anybenefit or compensation payable under this Agreement following Executive‘s death bygiving the Company written notice thereof in a form acceptable to the Company. In the event ofExecutive’s death or a judicial determination of his incompetence, reference in this Agreement toExecutive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or otherlegal representative(s). If Executive should die following his Date of Termination while anyamounts would still be payable to him under this Agreement if he had continued to live, all suchamounts unless otherwise provided shall be paid in accordance with the terms of this Agreement tosuch person or persons so appointed in writing by Executive, or otherwise to his legalrepresentatives or estate.          **Section 13****.****Waiver****.**Except as otherwise provided herein, the failure ofeither party to insist, in any one or more instances, upon the performance of any of the terms,covenants or conditions of this Agreement by the other party hereto, shall not be construed as awaiver or as a relinquishment of any right granted hereunder to the party failing to insist on suchperformance, or as a waiver of the future performance of any such term, covenant or condition, butthe obligations hereunder of both parties hereto shall remain unimpaired and shall continue in fullforce and effect.          **Section 14****.****Notices****.**For the purposes of this Agreement, notices, demandsand all other communications provided for in this Agreement shall be in writing and shall be deemedto have been duly given when delivered either personally or by United States certified orregistered mail, return receipt requested, postage prepaid, addressed as follows:          If to Executive:Athis last known address evidenced on the