WITH RESPECT TO
THE CLAIMS WHICH ARE THE SUBJECT OF THE CONTEST OR DISPUTE.
8.
SCOPE OF AGREEMENT.
NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
ENTITLE EXECUTIVE TO CONTINUED EMPLOYMENT WITH THE COMPANY OR ITS SUBSIDIARIES,
AND IF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL TERMINATE PRIOR TO A CHANGE
IN CONTROL, EXECUTIVE SHALL HAVE NO FURTHER RIGHTS UNDER THIS AGREEMENT (EXCEPT
AS OTHERWISE PROVIDED HEREUNDER); PROVIDED, HOWEVER, THAT ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT DURING THE TERMINATION PERIOD SHALL BE SUBJECT TO ALL OF
THE PROVISIONS OF THIS AGREEMENT.
9.
SUCCESSORS:
BINDING AGREEMENT.
(A)
THIS AGREEMENT SHALL NOT BE TERMINATED BY ANY BUSINESS
COMBINATION.
IN THE EVENT OF ANY BUSINESS COMBINATION, THE PROVISIONS OF THIS
AGREEMENT SHALL BE BINDING UPON THE SURVIVING CORPORATION, AND SUCH SURVIVING
CORPORATION SHALL BE TREATED AS THE COMPANY HEREUNDER.
9
(B)
THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY UNCONDITIONALLY
TO ASSUME EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENTS IN THE SAME MANNER AND
TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY" MEANS THE
COMPANY HAS HEREINBEFORE DEFINED, AND ANY SUCCESSOR TO ITS BUSINESS AND/OR
ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY
OPERATION OF LAW, OR OTHERWISE.
FAILURE OF THE COMPANY TO OBTAIN SUCH
ASSUMPTION PRIOR TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION THAT CONSTITUTES A
CHANGE IN CONTROL, SHALL BE A BREACH OF THIS AGREEMENT AND SHALL CONSTITUTE GOOD
REASON HEREUNDER AND SHALL ENTITLE EXECUTIVE TO COMPENSATION AND OTHER BENEFITS
FROM THE COMPANY IN THE SAME AMOUNT AND ON THE SAME TERMS AS EXECUTIVE WOULD BE
ENTITLED HEREUNDER IF EXECUTIVE'S EMPLOYMENT WERE TERMINATED FOLLOWING A CHANGE
IN CONTROL BY REASON OF A QUALIFYING TERMINATION.
FOR PURPOSES OF IMPLEMENTING
THE FOREGOING, THE DATE ON WHICH ANY SUCH BUSINESS COMBINATION BECOMES EFFECTIVE
SHALL BE DEEMED THE DATE GOOD REASON OCCURS, AND SHALL BE THE DATE OF
TERMINATION IF REQUESTED BY EXECUTIVE.
(C)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE AND WITHOUT THE
EXPRESS PRIOR WRITTEN CONSENT OF THE COMPANY SHALL NOT BE ASSIGNABLE BY THE
EXECUTIVE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION, AND
ANY SUCH PURPORTED ASSIGNMENT SHALL BE VOID.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES.
IF EXECUTIVE SHALL DIE WHILE ANY AMOUNTS WOULD BE PAYABLE TO
EXECUTIVE HEREUNDER HAD EXECUTIVE CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS
OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT TO SUCH PERSON OR PERSONS APPOINTED IN WRITING BY EXECUTIVE TO RECEIVE
SUCH AMOUNTS OR, IF NO PERSON IS SO APPOINTED, TO EXECUTIVE'S ESTATE.
10.
NOTICE.
(A)
FOR PURPOSES OF THIS AGREEMENT, ALL NOTICES AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND