SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
SUCCESSORS AND ASSIGNS OF THE COMPANY. THE COMPANY SHALL BE OBLIGATED TO REQUIRE
ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS OR ASSETS, BY A
WRITTEN AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE EMPLOYEE, TO
EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO
THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCCESSION
HAD TAKEN PLACE. THIS AGREEMENT SHALL INURE TO THE EXTENT PROVIDED HEREUNDER TO
THE BENEFIT OF AND BE ENFORCEABLE BY THE EMPLOYEE OR HIS/HER LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES. THE EMPLOYEE MAY NOT DELEGATE ANY OF HIS/HER DUTIES,
RESPONSIBILITIES, OBLIGATIONS OR POSITIONS HEREUNDER TO ANY PERSON AND ANY SUCH
PURPORTED DELEGATION BY HIM SHALL BE VOID AND OF NO FORCE AND EFFECT WITH
RESPECT TO MATTERS RELATING
9
TO HIS/HER EMPLOYMENT AND TERMINATION OF EMPLOYMENT. WITHOUT LIMITING THE
FOREGOING, THE EMPLOYEE'S RIGHTS TO RECEIVE PAYMENTS AND BENEFITS HEREUNDER
SHALL NOT BE ASSIGNABLE OR TRANSFERABLE, OTHER THAN A TRANSFER BY EMPLOYEE'S
WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION.
15.
NOTICES. ANY NOTICES REQUIRED OR PERMITTED
TO BE GIVEN UNDER THIS AGREEMENT SHALL BE SUFFICIENT IF IN WRITING, AND IF
PERSONALLY DELIVERED OR WHEN SENT BY FIRST CLASS CERTIFIED OR REGISTERED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED - IN THE CASE OF THE EMPLOYEE, TO
HIS/HER RESIDENCE ADDRESS AS SET FORTH BELOW, AND IN THE CASE OF THE COMPANY, TO
THE ADDRESS OF ITS PRINCIPAL PLACE OF BUSINESS AS SET FORTH BELOW, IN CARE OF
THE CHAIRMAN OF THE BOARD - OR TO SUCH OTHER PERSON OR AT SUCH OTHER ADDRESS
WITH RESPECT TO EACH PARTY AS SUCH PARTY SHALL NOTIFY THE OTHER IN WRITING.
16.
PRONOUNS. PRONOUNS STATED IN EITHER THE
MASCULINE, FEMININE OR NEUTER GENDER SHALL INCLUDE THE MASCULINE, FEMININE AND
NEUTER.
17.
ENTIRE AGREEMENT. THIS AGREEMENT CONTAINS
THE ENTIRE AGREEMENT OF THE PARTIES CONCERNING THE MATTERS SET FORTH HEREIN AND
ALL PROMISES, REPRESENTATIONS, UNDERSTANDINGS, ARRANGEMENTS AND PRIOR AGREEMENTS
REGARDING THE SUBJECT MATTER HEREOF ARE MERGED HEREIN AND SUPERSEDED HEREBY;
PROVIDED THAT ANY NONCOMPETITION AGREEMENT SHALL NOT BE MERGED OR SUPERSEDED BUT
SHALL REMAIN IN FULL FORCE AND EFFECT. THE PROVISIONS OF THIS AGREEMENT MAY NOT
BE AMENDED, MODIFIED, REPEALED, WAIVED, EXTENDED OR DISCHARGED EXCEPT BY AN
AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY
AMENDMENT, MODIFICATION, REPEAL, WAIVER, EXTENSION OR DISCHARGE IS SOUGHT. NO
PERSON ACTING OTHER THAN PURSUANT TO A RESOLUTION OF THE BOARD OF DIRECTORS
SHALL HAVE AUTHORITY ON BEHALF OF THE COMPANY TO AGREE TO AMEND, MODIFY, REPEAL,
WAIVE, EXTEND OR DISCHARGE ANY PROVISION OF THIS AGREEMENT OR ANYTHING IN
REFERENCE THERETO OR TO EXERCISE ANY OF THE COMPANY'S RIGHTS TO TERMINATE OR TO
FAIL TO EXTEND THIS AGREEMENT.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
officers thereunto duly