FOR CAUSE IS REQUIRED TO INCLUDE
THE INFORMATION SET FORTH IN SECTION 6.2.
6.2
DATE OF TERMINATION.
"DATE OF TERMINATION," WITH RESPECT TO ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT DURING THE TERM OF THIS
AGREEMENT, SHALL MEAN (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS DEATH,
THE DATE OF HIS DEATH, (II) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR
DISABILITY, THIRTY (30) DAYS AFTER NOTICE OF TERMINATION IS GIVEN (PROVIDED THAT
EXECUTIVE SHALL NOT HAVE RETURNED TO THE FULL-TIME PERFORMANCE OF EXECUTIVE'S
DUTIES DURING SUCH THIRTY (30) DAY PERIOD), AND (III) IF EXECUTIVE'S EMPLOYMENT
IS TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF
TERMINATION (WHICH, IN THE CASE OF A TERMINATION BY THE COMPANY, SHALL NOT BE
LESS THAN THIRTY (30) DAYS (EXCEPT IN THE CASE OF A TERMINATION FOR CAUSE) AND,
IN THE CASE OF A TERMINATION BY THE EXECUTIVE, SHALL NOT BE LESS THAN THIRTY
(30) DAYS NOR MORE THAN SIXTY (60) DAYS, RESPECTIVELY, FROM THE DATE SUCH NOTICE
OF TERMINATION IS GIVEN);
22
PROVIDED, HOWEVER, THAT THE "DATE OF TERMINATION" FOR PURPOSES OF THIS AGREEMENT
SHALL NOT BE THE LAST DAY OF THE COMPANY'S FISCAL YEAR AND, IN THE EVENT THE
LAST DAY OF THE FISCAL YEAR IS DESIGNATED AS THE "DATE OF TERMINATION", THE
"DATE OF TERMINATION" FOR PURPOSES HEREOF SHALL AUTOMATICALLY BE THE FIRST DAY
OF THE NEXT FOLLOWING FISCAL YEAR.
7.
CONTRACT NON-ASSIGNABLE.
THE PARTIES ACKNOWLEDGE THAT THIS
AGREEMENT HAS BEEN ENTERED INTO DUE TO, AMONG OTHER THINGS, THE SPECIAL SKILLS
OF EXECUTIVE, AND AGREE THAT THIS AGREEMENT MAY NOT BE ASSIGNED OR TRANSFERRED
BY EXECUTIVE, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
8.
SUCCESSORS; BINDING AGREEMENT.
8.1
IN ADDITION TO ANY OBLIGATIONS IMPOSED BY LAW UPON ANY SUCCESSOR
TO, OR TRANSFEROR OF,
THE COMPANY, THE COMPANY WILL REQUIRE ANY SUCCESSOR TO,
OR TRANSFEROR OF, ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY OR STOCK OF THE COMPANY (WHETHER DIRECT OR INDIRECT, BY PURCHASE,
MERGER, REORGANIZATION, LIQUIDATION, CONSOLIDATION OR OTHERWISE) TO EXPRESSLY
ASSUME 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.
FAILURE OF THE COMPANY TO OBTAIN SUCH ASSUMPTION AND AGREEMENT
PRIOR TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL BE A BREACH OF THIS
AGREEMENT AND SHALL ENTITLE THE EXECUTIVE TO COMPENSATION FROM THE COMPANY IN
THE SAME AMOUNT AND ON THE SAME TERMS AS THE EXECUTIVE WOULD BE ENTITLED TO
HEREUNDER IF THE EXECUTIVE WERE TO TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR GOOD
REASON.
8.2
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS,
23
HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES AND BY THE COMPANY'S SUCCESSORS AND
ASSIGNS.
IF EXECUTIVE SHALL DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO
EXECUTIVE HEREUNDER (OTHER THAN AMOUNTS WHICH, BY THEIR TERMS, TERMINATE UPON
THE DEATH OF EXECUTIVE)