any of its rights attributable to
such breach unless it has specifically consented to such waiver in writing. Any
such waiver by COMPANY of a breach of any provision of this Agreement by
EMPLOYEE shall not operate or be construed as a waiver of any subsequent breach
by EMPLOYEE.
(C)
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS
AGREEMENT SHALL BE SUFFICIENT IF IN WRITING AND IF SENT BY REGISTERED OR
CERTIFIED MAIL (RETURN RECEIPT REQUESTED) TO THE FOLLOWING ADDRESSES:
IF TO
COMPANY, AT 10889 WILSHIRE BOULEVARD,
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LOS ANGELES, CALIFORNIA 90024, ATTENTION: GENERAL COUNSEL, WITH A COPY TO THE
CHAIRMAN OF THE COMPENSATION COMMITTEE OF THE BOARD AT THE SAME ADDRESS, OR TO
SUCH OTHER ADDRESS AS COMPANY MAY FROM TIME TO TIME IN WRITING DESIGNATE, AND IF
TO EMPLOYEE, AT SUCH ADDRESS AS HE MAY FROM TIME TO TIME IN WRITING DESIGNATE
(OR HIS BUSINESS ADDRESS OF RECORD IN THE ABSENCE OF SUCH DESIGNATION).
ALL
NOTICES SHALL BE DEEMED TO HAVE BEEN GIVEN TWO (2) BUSINESS DAYS AFTER THEY HAVE
BEEN DEPOSITED IN THE UNITED STATES MAIL.
(D)
AMENDMENTS.
ANY PROVISION CONTAINED IN THIS AGREEMENT OR IN ANY
RENEWAL OR EXTENSION HEREOF UPON THE SAME OR DIFFERENT TERMS AND CONDITIONS MAY
BE AMENDED AT ANY TIME OR FROM TIME TO TIME BY MUTUAL AGREEMENT OF EMPLOYEE AND
COMPANY WITHOUT THE CONSENT OF ANY OTHER PERSON NAMED OR DESCRIBED IN THIS
AGREEMENT AS A BENEFICIARY OF ANY OF ITS PROVISIONS.
(E)
ASSIGNMENT.
DURING THE TERM, COMPANY SHALL NOT MERGE, CONSOLIDATE
OR OTHERWISE COMBINE WITH ANY OTHER ENTITY UNLESS COMPANY SHALL BE THE SURVIVING
CORPORATION OR THE SURVIVING CORPORATION SHALL HAVE ASSUMED ALL COMPANY'S
OBLIGATIONS UNDER THIS AGREEMENT. THE OBLIGATIONS OF COMPANY UNDER THIS
AGREEMENT SHALL BE BINDING UPON THE SURVIVING CORPORATION UPON THE MERGER,
CONSOLIDATION OR COMBINATION OF COMPANY WITH SUCH CORPORATION.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF COMPANY AND ITS SUCCESSORS AND ASSIGNS AND OF
EMPLOYEE AND HIS HEIRS AND PERSONAL REPRESENTATIVES.
(F)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE PLANS,
PROGRAMS, ARRANGEMENTS AND AGREEMENTS REFERRED TO HEREIN, AS THEY MAY BE AMENDED
FROM TIME TO TIME IN ACCORDANCE WITH THEIR TERMS, CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN COMPANY AND EMPLOYEE WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AMENDS AND SUPERSEDES THE PRIOR AGREEMENT AND, EXCEPT AS EXPRESSLY
PROVIDED HEREIN, SPECIFICALLY DOES NOT AFFECT THOSE CERTAIN AGREEMENTS
IDENTIFIED ON EXHIBIT A HERETO.
THIS AGREEMENT MAY NOT BE CHANGED ORALLY BUT
ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF
ANY WAIVER, CHANGE, MODIFICATION, EXTENSION OR DISCHARGE IS SOUGHT.
(G)
SEVERABILITY AND SURVIVAL OF CERTAIN PROVISIONS.
THE INVALIDITY
OF ANY TERM OF THIS AGREEMENT SHALL NOT INVALIDATE OR OTHERWISE AFFECT ANY OTHER
TERM OF THIS AGREEMENT. THE FOLLOWING PROVISIONS OF THIS AGREEMENT SHALL SURVIVE
ANY EXPIRATION OF THE TERM OF THE
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AGREEMENT: SECTION 7 EMPLOYEE BENEFITS; SECTION 8 SUPPLEMENTAL BENEFITS;
SECTION 11 AND SECTION 13 MISCELLANEOUS (EXCEPT
CLAUSE (A)).
(H)
APPLICABLE LAW.
(I)
SUBJECT TO