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
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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 A PORTION OF THIS AGREEMENT; AND THE
REMAINING PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND