AGREEMENT, BY OPERATION OF LAW OR OTHERWISE.
6.2
SUCCESSOR TO EXECUTIVE.
THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES.
IF THE EXECUTIVE SHOULD DIE WHILE ANY AMOUNT WOULD STILL
BE PAYABLE TO THE EXECUTIVE OR HIS FAMILY HEREUNDER IF THE EXECUTIVE HAD
CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE
PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTORS, PERSONAL
REPRESENTATIVES OR ADMINISTRATORS OF THE EXECUTIVE'S ESTATE.
7
AGREEMENT TO BE BINDING ON SUCCESSORS.
THE COMPANY
SHALL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER,
CONSOLIDATION, REORGANIZATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS (INCLUDING PURSUANT TO ACQUISITION OF ALL OR SUBSTANTIALLY OF THE
COMMON STOCK OF THE COMPANY) OR ASSETS OF THE COMPANY (THE "ACQUISITION"), AS A
CONDITION PRECEDENT TO THE ACQUISITION, TO EXPRESSLY ASSUME AND AGREE IN
WRITING, WITH A COPY TO THE EXECUTIVE, TO PERFORM THIS AGREEMENT IN THE SAME
MANNER AND TO THE SAME EXTENT AS THE COMPANY WOULD BE REQUIRED TO PERFORM THIS
AGREEMENT AS IF NO SUCH SUCCESSION HAD TAKEN PLACE.
THE EXECUTIVE ACKNOWLEDGES
AND AGREES, AND THE COMPANY ACKNOWLEDGES AND AGREES, THAT, WITHOUT LIMITATION TO
ANY OTHER PROVISION OF THIS AGREEMENT WHICH IS ALSO "MATERIAL", THIS PROVISION
IS A MATERIAL TERM OF THIS AGREEMENT AND AN IMPORTANT CLAUSE BENEFITING THE
EXECUTIVE, TO ASSURE THE EXECUTIVE THAT THE OBLIGATION OF THE COMPANY TO PROVIDE
THE EXECUTIVE WITH THE EXISTING BENEFITS MADE AVAILABLE UNDER THIS AGREEMENT IS
ADHERED TO BY ANY SUCCESSOR TO THE COMPANY, AND THE PROVISION ALSO BENEFITS THE
COMPANY IN THAT THE ASSURANCE TO YOU AFFORDED BY THIS PROVISION IS AN IMPORTANT
RETENTION INCENTIVE TO HAVE THE EXECUTIVE REMAIN IN THE EMPLOYMENT OF THE
COMPANY.
8
NOTICE.
ALL NOTICES, INSTRUCTIONS AND OTHER
COMMUNICATIONS GIVEN HEREUNDER OR IN CONNECTION HEREWITH SHALL BE IN WRITING.
ANY SUCH NOTICE, INSTRUCTION OR COMMUNICATION SHALL BE SENT EITHER (I) BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR
(II) PREPAID VIA A REPUTABLE NATIONWIDE OVERNIGHT COURIER SERVICE, IN EACH CASE
ADDRESSED TO THE COMPANY, AT CANDELA CORPORATION, ATTENTION OF GENERAL COUNSEL,
530 BOSTON POST ROAD, WAYLAND, MA 01778, AND TO THE EXECUTIVE AT
[
](OR TO SUCH OTHER ADDRESS AS
EITHER THE COMPANY OR THE EXECUTIVE MAY HAVE FURNISHED TO THE OTHER IN WRITING
IN ACCORDANCE HEREWITH).
ANY SUCH NOTICE, INSTRUCTION OR COMMUNICATION SHALL BE
DEEMED TO HAVE BEEN DELIVERED 5 BUSINESS DAYS AFTER IT IS SENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR 1 BUSINESS DAY
AFTER IT IS SENT VIA A REPUTABLE NATIONWIDE OVERNIGHT COURIER SERVICE. EITHER
PARTY MAY GIVE ANY NOTICE, INSTRUCTION OR OTHER COMMUNICATION HEREUNDER USING
ANY OTHER MEANS, BUT NO SUCH NOTICE, INSTRUCTION OR OTHER COMMUNICATION SHALL BE
DEEMED TO HAVE BEEN DULY DELIVERED UNLESS AND UNTIL IT ACTUALLY IS RECEIVED BY
THE PARTY FOR WHOM IT IS INTENDED.
9
MISCELLANEOUS.
9.1
EMPLOYMENT BY SUBSIDIARY.
FOR