AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTORS, PERSONAL REPRESENTATIVES OR
ADMINISTRATORS OF THE EXECUTIVE'S ESTATE.
8
7.
AGREEMENT TO BE BINDING ON SUCCESSOR.
THE COMPANY SHALL REQUIRE ANY
SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION,
REORGANIZATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR
ASSETS OF THE COMPANY (THE "ACQUISITION"), AS A CONDITION PRECEDENT TO THE
ACQUISITION, TO EXPRESSLY ASSUME AND AGREE
IN WRITING, WITH A COPY TO YOU, TO
PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT AS THE COMPANY
WOULD BE REQUIRED TO PERFORM THIS AGREEMENT AS IF NO SUCH SUCCESSION HAD TAKEN
PLACE.
YOU ACKNOWLEDGE AND AGREE, AND THE COMPANY ACKNOWLEDGES AND
AGREES, THAT, WITHOUT LIMITATION TO ANY OTHER PROVISION OF THIS AGREEMENT WHICH
IS ALSO "MATERIAL", THIS PROVISION IS A MATERIAL TERM OF THIS AGREEMENT AND AN
IMPORTANT CLAUSE BENEFITING YOU, TO ASSURE YOU THAT THE OBLIGATION OF CANDELA TO
PROVIDE YOU WITH THE EXISTING BENEFITS MADE AVAILABLE UNDER THIS AGREEMENT, ARE
ADHERED TO BY ANY SUCCESSOR TO THE COMPANY, AND THE PROVISION ALSO BENEFITS THE
COMPANY IN THAT THE ASSURANCE TO YOU AFFORDED BY THIS PROVISION IS AN IMPORTANT
RETENTION INCENTIVE TO HAVE YOU REMAIN IN THE EMPLOYMENT OF THE COMPANY.
8.
NOTICE.
ALL NOTICES, INSTRUCTIONS AND OTHER COMMUNICATIONS GIVEN
HEREUNDER OR IN CONNECTION HEREWITH SHALL BE IN WRITING.
ANY SUCH NOTICE,
INSTRUCTION OR COMMUNICATION SHALL BE SENT EITHER (I) BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR (II) PREPAID VIA A REPUTABLE
NATIONWIDE OVERNIGHT COURIER SERVICE, IN EACH CASE ADDRESSED TO THE COMPANY, AT
CANDELA CORPORATION, ATTENTION OF GENERAL COUNSEL, 530 BOSTON POST ROAD,
WAYLAND, MA 01778, AND TO THE EXECUTIVE AT [
]
(OR TO SUCH OTHER ADDRESS AS EITHER THE COMPANY OR THE EXECUTIVE MAY HAVE
FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH).
ANY SUCH NOTICE,
INSTRUCTION OR COMMUNICATION SHALL BE DEEMED TO HAVE BEEN DELIVERED FIVE
BUSINESS DAYS AFTER IT IS SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, OR ONE BUSINESS DAY AFTER IT IS SENT VIA A REPUTABLE
NATIONWIDE OVERNIGHT COURIER SERVICE. EITHER PARTY MAY GIVE ANY NOTICE,
INSTRUCTION OR OTHER COMMUNICATION HEREUNDER USING ANY OTHER MEANS, BUT NO SUCH
NOTICE, INSTRUCTION OR OTHER COMMUNICATION SHALL BE DEEMED TO HAVE BEEN DULY
DELIVERED UNLESS AND UNTIL IT ACTUALLY IS RECEIVED BY THE PARTY FOR WHOM IT IS
INTENDED.
9.
MISCELLANEOUS.
9.1.
EMPLOYMENT BY SUBSIDIARY.
FOR PURPOSES OF THIS AGREEMENT, THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL NOT BE DEEMED TO HAVE TERMINATED
SOLELY AS A RESULT OF THE EXECUTIVE CONTINUING TO BE EMPLOYED BY A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY.
9.2.
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
9.3.
INJUNCTIVE RELIEF.
THE COMPANY AND THE EXECUTIVE AGREE THAT ANY BREACH
OF THIS AGREEMENT