DELIVERY OR UPON RECEIPT BY THE COMPANY BY FAX (TELECOPY), ONE BUSINESS DAY
FOLLOWING DEPOSIT WITH A NATIONALLY RECOGNIZED AIR COURIER GUARANTEEING
OVERNIGHT DELIVERY, OR THREE BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES
MAIL IF MAILED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY
AT THE ADDRESS SET FORTH BELOW OR TO THE UNIT HOLDER AT THE ADDRESS SET FORTH ON
THE LAST PAGE HEREOF (OR TO SUCH OTHER ADDRESS AS EITHER PARTY SHALL HAVE
INDICATED TO THE OTHER PARTY BY NOTICE IN ACCORDANCE WITH THIS PARAGRAPH):
Company:
Arden Group, Inc.
2020 South Central Avenue
Compton, California 90220
Attention: Chief Executive Officer and
Chief Financial Officer (or person acting as Chief Financial Officer)
For purposes hereof, a "business day" is any day other than a Saturday, Sunday
or a holiday in the State of California.
11.
BENEFIT.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THIS
AGREEMENT SHALL BE BINDING UPON AND SHALL OPERATE FOR THE BENEFIT OF THE COMPANY
AND THE UNIT HOLDER AND HIS SUCCESSORS.
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12.
GOVERNING LAW.
THIS AGREEMENT AND ANY RIGHTS AND OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO REGARDING UNITS BASED ON THE CLASS A COMMON STOCK AND
SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS WRITTEN OR ORAL AGREEMENTS OR
DISCUSSIONS BETWEEN THE PARTIES AND ANY OTHER PERSON OR LEGAL ENTITY CONCERNING
THE TRANSACTIONS CONTEMPLATED HEREIN.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, THIS AGREEMENT CANNOT BE AMENDED OR MODIFIED EXCEPT BY A WRITTEN
INSTRUMENT EXECUTED BY THE PARTIES HERETO.
14.
CONSTRUCTION.
THE HEADINGS OF THE PARAGRAPHS ARE FOR REFERENCE
PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
IF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE UNLAWFUL,
VOID OR FOR ANY REASON UNENFORCEABLE, THEY SHALL BE DEEMED SEPARABLE FROM, AND
SHALL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF, THE REMAINING
PROVISIONS OF THIS AGREEMENT.
15.
FURTHER ACTS.
THE PARTIES HERETO AGREE TO EXECUTE AND DELIVER
SUCH FURTHER INSTRUMENTS AS MAY BE REASONABLY NECESSARY TO CARRY OUT THE INTENT
OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
ARDEN GROUP, INC.
UNIT HOLDER:
By:
Address for Notice:
The undersigned, the spouse of the Unit Holder, does hereby agree to be bound by
the terms of the foregoing Phantom Stock Unit Agreement.
Dated:
,
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