OR
TRANSFEREE UNCONDITIONALLY TO ASSUME, BY WRITTEN INSTRUMENT DELIVERED TO THE
EXECUTIVE (OR THE EXECUTIVE'S BENEFICIARY OR ESTATE), ALL OF THE OBLIGATIONS OF
THE COMPANY HEREUNDER.
FAILURE OF THE COMPANY TO OBTAIN SUCH ASSUMPTION PRIOR
TO THE EFFECTIVENESS OF ANY SUCH REORGANIZATION SHALL BE A MATERIAL BREACH OF
THIS AGREEMENT AND SHALL CONSTITUTE GOOD REASON HEREUNDER AND SHALL ENTITLE THE
EXECUTIVE TO COMPENSATION AND OTHER BENEFITS FROM THE COMPANY IN THE SAME AMOUNT
AND ON THE SAME TERMS AS THE EXECUTIVE WOULD BE ENTITLED HEREUNDER IF THE
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 REORGANIZATION BECOMES EFFECTIVE SHALL BE DEEMED THE DATE
GOOD REASON OCCURS, AND SHALL BE THE DATE OF TERMINATION, IF REQUESTED BY THE
EXECUTIVE.
(C)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE AND WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY SHALL NOT BE ASSIGNABLE BY THE EXECUTIVE.
THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE EXECUTIVE'S
PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
IF THE EXECUTIVE SHALL DIE WHILE ANY
AMOUNTS WOULD BE PAYABLE TO THE EXECUTIVE HEREUNDER HAD THE 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 THE EXECUTIVE TO RECEIVE SUCH AMOUNTS OR, IF NO PERSON IS SO
APPOINTED, TO THE EXECUTIVE'S ESTATE.
11.
NOTICES.
FOR PURPOSES OF THIS AGREEMENT, ALL NOTICES AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER (EACH, A "NOTICE") SHALL BE IN
WRITING AND SHALL BE SENT BY EITHER PARTY BY PERSONAL DELIVERY, E-MAIL, FAX
(WITH A NOTICE CONTEMPORANEOUSLY GIVEN BY ANOTHER METHOD SPECIFIED IN THIS
SECTION 11), RECOGNIZED OVERNIGHT COMMERCIAL COURIER OR UNITED STATES MAIL
(CERTIFIED AND RETURN RECEIPT REQUESTED, POSTAGE PREPAID) AND SHALL BE
15
deemed to have been duly given when delivered or five (5) days after deposit in
the United States mail, addressed as follows:
If to the Company:
Force Protection, Inc.
9801 Highway 78, Building No. 1
Ladson, South Carolina 29456-3802
Attention: Co-General Counsel & Secretary
Facsimile: (843) 553.1311
If to the Executive:
To the Executive's last address (or to the last
facsimile number) shown on the records
of the Company
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt (or refusal of receipt).
12.
FULL SETTLEMENT; NO MITIGATION.
THE COMPANY'S OBLIGATION TO MAKE
ANY PAYMENTS PROVIDED FOR IN THIS AGREEMENT AND OTHERWISE TO PERFORM ITS
OBLIGATIONS HEREUNDER SHALL BE IN LIEU OF AND IN FULL SETTLEMENT OF ALL OTHER
SEVERANCE OR SIMILAR PAYMENTS TO THE EXECUTIVE UNDER ANY OTHER SEVERANCE OR
EMPLOYMENT AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY, ANY SEVERANCE PLAN
OF THE COMPANY AND ANY STATUTORY ENTITLEMENT (INCLUDING NOTICE OF TERMINATION,
TERMINATION PAY AND/OR SEVERANCE PAY).