OF HIS OR HER OWN FREE WILL.
EXECUTIVE
ACKNOWLEDGES THAT HE OR SHE HAS HAD ADEQUATE OPPORTUNITY TO REVIEW THIS
AGREEMENT AND CONSULT WITH COUNSEL OF HIS OR HER OWN CHOOSING.
EXECUTIVE
REPRESENTS THAT HE OR SHE HAS READ AND UNDERSTANDS THIS AGREEMENT, HE OR SHE IS
FULLY AWARE OF THIS AGREEMENT'S LEGAL EFFECT AND HAS NOT ACTED IN RELIANCE UPON
ANY STATEMENTS MADE BY COMPANY OTHER THAN THOSE SET FORTH IN WRITING IN THE
AGREEMENT.
4.2
AT WILL EMPLOYMENT.
NOTWITHSTANDING ANY
PROVISION IN THIS AGREEMENT TO THE CONTRARY, EXECUTIVE HEREBY ACKNOWLEDGES AND
AGREES THAT EXECUTIVE'S EMPLOYMENT WITH COMPANY IS FOR AN UNSPECIFIED DURATION
AND CONSTITUTES "AT-WILL" EMPLOYMENT, AND EXECUTIVE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR
WITHOUT CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF COMPANY OR
EXECUTIVE.
4.3
SUCCESSORS AND ASSIGNS.
THE RIGHTS AND
OBLIGATIONS OF COMPANY UNDER THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND
WILL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF COMPANY.
COMPANY WILL
REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER,
CONSOLIDATION, SALE OF ASSETS OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS AND/OR ASSETS OF COMPANY, BY A WRITTEN AGREEMENT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO EXECUTIVE, TO ASSUME EXPRESSLY AND AGREE TO PERFORM
THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT COMPANY WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT IS
PERSONAL TO EXECUTIVE AND WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY IS NOT
ASSIGNABLE BY EXECUTIVE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S PERSONAL AND LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
HEIRS, DISTRIBUTES, DEVISEES AND LEGATEES.
4.4
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED OR
TERMINATED AT ANY TIME BY COMPANY, BY A RESOLUTION OF THE BOARD OF DIRECTORS OF
COMPANY OR THE COMPENSATION COMMITTEE THEREOF, THE SUBSTANCE OF WHICH IS
PROMPTLY COMMUNICATED TO EXECUTIVE; PROVIDED THAT, WITHOUT THE WRITTEN CONSENT
OF EXECUTIVE, NO SUCH TERMINATION OF THIS AGREEMENT OR AMENDMENT REDUCING ANY
BENEFITS PROVIDED HEREUNDER SHALL BE EFFECTIVE PRIOR TO THE EXPIRATION OF THE
ONE-YEAR ANNIVERSARY OF THE ADOPTION OF SUCH RESOLUTION; AND PROVIDED, FURTHER,
THAT WITHOUT THE WRITTEN CONSENT OF EXECUTIVE, NO AMENDMENT OR TERMINATION SHALL
BECOME EFFECTIVE DURING A PROTECTION PERIOD.
NO AMENDMENT OR TERMINATION SHALL
AFFECT ANY VESTED RIGHTS OR BENEFITS TO WHICH EXECUTIVE IS ENTITLED AT THE
EFFECTIVE TIME OF SUCH AMENDMENT OR TERMINATION.
OTHERWISE, THE AGREEMENT MAY
BE AMENDED OR TERMINATED ONLY AS PROVIDED IN SECTION 1.7 OR BY AN INSTRUMENT IN
WRITING SIGNED BY COMPANY AND EXECUTIVE.
4.5
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR
FUTURE LAWS EFFECTIVE DURING THE TERM OF THIS AGREEMENT, SUCH PROVISION WILL BE
FULLY SEVERABLE; THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED AS IF SUCH
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED