OF EMPLOYEE'S EQUITY AWARDS SHALL
BECOME FULLY VESTED AND EXERCISABLE.
9.
NONSOLICITATION.
EMPLOYEE AGREES FURTHER THAT, FOR THE PERIOD
OF HIS EMPLOYMENT BY THE COMPANY AND FOR ONE (1) YEAR AFTER THE DATE OF
TERMINATION OF HIS EMPLOYMENT BY THE COMPANY, HE WILL NOT, EITHER DIRECTLY OR
THROUGH OTHERS, SOLICIT OR ATTEMPT TO SOLICIT ANY EMPLOYEE, INDEPENDENT
CONTRACTOR OR CONSULTANT OF THE COMPANY TO TERMINATE HIS OR HER RELATIONSHIP
WITH THE COMPANY IN ORDER TO BECOME AN EMPLOYEE, CONSULTANT OR INDEPENDENT
CONTRACTOR TO OR FOR ANY OTHER PERSON OR ENTITY.
10.
SUCCESSORS.
(A)
COMPANY'S SUCCESSORS.
ANY SUCCESSOR TO THE COMPANY (WHETHER DIRECT
OR INDIRECT AND WHETHER BY PURCHASE, LEASE, MERGER, CONSOLIDATION, LIQUIDATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS AND/OR
ASSETS SHALL ASSUME THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT AND AGREE
EXPRESSLY TO PERFORM THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT IN THE SAME
MANNER AND TO THE SAME EXTENT AS THE COMPANY WOULD BE REQUIRED TO PERFORM SUCH
OBLIGATIONS IN THE ABSENCE OF A SUCCESSION.
FOR ALL PURPOSES UNDER THIS
AGREEMENT, THE TERM "COMPANY" SHALL INCLUDE ANY SUCCESSOR TO THE COMPANY'S
BUSINESS AND/OR ASSETS WHICH EXECUTES AND DELIVERS THE ASSUMPTION AGREEMENT
DESCRIBED IN THIS SUBSECTION (A) OR WHICH BECOMES BOUND BY THE TERMS OF THIS
AGREEMENT BY OPERATION OF LAW.
(B)
EMPLOYEE'S SUCCESSORS.
WITHOUT THE WRITTEN CONSENT OF THE COMPANY,
EMPLOYEE SHALL NOT ASSIGN OR TRANSFER THIS AGREEMENT OR ANY RIGHT OR OBLIGATION
UNDER THIS AGREEMENT TO ANY OTHER PERSON OR ENTITY.
NOTWITHSTANDING THE
FOREGOING, THE TERMS OF THIS AGREEMENT AND ALL RIGHTS OF EMPLOYEE HEREUNDER
SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, EMPLOYEE'S PERSONAL OR
LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
11.
NOTICES.
(A)
GENERAL.
NOTICES AND ALL OTHER COMMUNICATIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN
PERSONALLY DELIVERED OR WHEN MAILED BY U.S. REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED AND POSTAGE PREPAID.
IN THE CASE OF THE EMPLOYEE, MAILED
NOTICES SHALL BE ADDRESSED TO HIM AT THE HOME ADDRESS WHICH HE MOST RECENTLY
COMMUNICATED TO THE COMPANY IN WRITING.
IN THE CASE OF THE COMPANY, MAILED
NOTICES SHALL BE ADDRESSED TO ITS CORPORATE HEADQUARTERS, AND ALL NOTICES SHALL
BE DIRECTED TO THE ATTENTION OF ITS SECRETARY.
6
(B)
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY FOR CAUSE OR
BY THE EMPLOYEE AS A RESULT OF A VOLUNTARY RESIGNATION OR AN INVOLUNTARY
TERMINATION SHALL BE COMMUNICATED BY A NOTICE OF TERMINATION TO THE OTHER PARTY
HERETO GIVEN IN ACCORDANCE WITH THIS SECTION.
SUCH NOTICE SHALL INDICATE THE
SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON, SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION UNDER THE PROVISION SO INDICATED, AND SHALL SPECIFY THE TERMINATION
DATE (WHICH SHALL BE NOT MORE THAN THIRTY (30) DAYS AFTER THE GIVING OF SUCH
NOTICE).
THE FAILURE BY THE EMPLOYEE TO INCLUDE IN THE NOTICE ANY FACT OR
CIRCUMSTANCE WHICH CONTRIBUTES