OR INDIRECTLY ACQUIRES THE STOCK OF THE COMPANY OR TO WHICH
THE COMPANY ASSIGNS THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE IN
CONNECTION WITH ANY SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
COMPANY, PROVIDED THAT ANY SUCCESSOR OR PERMITTED ASSIGNEE PROMPTLY ASSUMES IN A
WRITING DELIVERED TO THE EXECUTIVE THIS AGREEMENT AND, IN NO EVENT, SHALL ANY
SUCH SUCCESSION OR ASSIGNMENT RELEASE THE COMPANY FROM ITS OBLIGATIONS
THEREUNDER. THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT,
BY PURCHASE, MERGER OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS
AND/OR ASSETS OF THE COMPANY TO ASSUME EXPRESSLY AND AGREE TO PERFORM THIS
AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE. AS USED IN THIS
AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS HEREIN BEFORE DEFINED AND ANY
SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS AND/OR ASSETS AS AFORESAID
WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF LAW, OR
OTHERWISE.
14.
ASSIGNMENT.
THE EXECUTIVE SHALL NOT HAVE ANY RIGHT TO PLEDGE,
HYPOTHECATE, ANTICIPATE OR ASSIGN THIS AGREEMENT OR THE RIGHTS HEREUNDER, EXCEPT
BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION, OR DELEGATE HIS DUTIES OR
OBLIGATIONS HEREUNDER.
15.
GOVERNING LAW.
THE PROVISIONS OF THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
16.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF, AND CONTAINS ALL THE
COVENANTS, PROMISES, REPRESENTATIONS, WARRANTIES AND AGREEMENTS BETWEEN THE
PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
WITHOUT LIMITING THE SCOPE OF THE
PRECEDING SENTENCE, ALL UNDERSTANDINGS AND AGREEMENTS PRECEDING THE DATE OF
EXECUTION OF THIS AGREEMENT AND RELATING TO THE SUBJECT MATTER HEREOF ARE HEREBY
NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT, INCLUDING, WITHOUT LIMITATION,
ALL PRIOR EMPLOYMENT AND SEVERANCE AGREEMENTS, IF ANY, BY AND BETWEEN THE
COMPANY AND THE EXECUTIVE.
17.
MODIFICATION.
ANY MODIFICATION OF THIS AGREEMENT WILL BE
EFFECTIVE ONLY IF IT IS IN WRITING AND SIGNED BY THE PARTIES HERETO.
18.
NO WAIVER.
NO FAILURE BY EITHER PARTY HERETO AT ANY TIME TO GIVE
NOTICE OF ANY BREACH BY THE OTHER PARTY OF, OR TO REQUIRE COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT SHALL BE DEEMED A WAIVER OF SIMILAR OR
DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY PRIOR OR SUBSEQUENT
TIME.
19.
SEVERABILITY.
ANY PROVISION IN THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION BY REASON OF APPLICABLE LAW SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING OR AFFECTING THE REMAINING PROVISIONS
HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL
NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
20.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS,