OR
EXERCISE OF A UNIT.
10.
NOTICES.
WHENEVER UNDER THIS AGREEMENT NOTICE IS REQUIRED TO BE
GIVEN IN WRITING, IT SHALL BE DEEMED TO HAVE BEEN DULY GIVEN UPON PERSONAL
DELIVERY; OR UPON RECEIPT BY THE COMPANY BY FAX (TELECOPY TO THE FAX NUMBER SET
FORTH BELOW); OR ONE BUSINESS DAY FOLLOWING DEPOSIT WITH A NATIONALLY RECOGNIZED
AIR COURIER GUARANTEEING OVERNIGHT DELIVERY; OR THREE BUSINESS DAYS AFTER
DEPOSIT IN THE UNITED STATES MAIL IF MAILED BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE COMPANY AT THE ADDRESS SET FORTH BELOW OR TO THE UNIT
HOLDER AT THE ADDRESS SET FORTH ON THE LAST PAGE HEREOF (OR TO SUCH OTHER
ADDRESS AS EITHER PARTY SHALL HAVE INDICATED TO THE OTHER PARTY BY NOTICE IN
ACCORDANCE WITH THIS PARAGRAPH):
Company:
Arden-Mayfair, Inc.
2020 South Central Avenue
Compton, California 90220
Attention:
Chief Financial Officer
Fax Number:
(310) 632-5326
For purposes hereof, a "business day" is any day other than a Saturday, Sunday
or a holiday in the State of California.
11.
BENEFIT.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THIS
AGREEMENT SHALL BE BINDING UPON AND SHALL OPERATE FOR THE BENEFIT OF THE COMPANY
AND THE UNIT HOLDER AND HIS OR HER SUCCESSORS.
12.
GOVERNING LAW.
THIS AGREEMENT AND ANY RIGHTS AND OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO REGARDING UNITS BASED ON THE CLASS A COMMON STOCK AND
SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS WRITTEN OR ORAL AGREEMENTS OR
DISCUSSIONS BETWEEN THE PARTIES AND ANY OTHER PERSON OR LEGAL ENTITY CONCERNING
THE SPECIFIC TRANSACTIONS CONTEMPLATED HEREIN.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, THIS AGREEMENT CANNOT BE AMENDED OR MODIFIED EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY THE PARTIES HERETO.
THIS AGREEMENT SUPERSEDES IN
ITS ENTIRETY THAT CERTAIN EMPLOYEE PHANTOM STOCK UNIT AGREEMENT BETWEEN COMPANY
AND UNIT HOLDER DATED DECEMBER 6, 2007, WHICH SUPERSEDED AGREEMENT IS TERMINATED
AND OF NO FURTHER FORCE OR EFFECT.
14.
CONSTRUCTION.
THE HEADINGS OF THE PARAGRAPHS ARE FOR REFERENCE
PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
IF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE UNLAWFUL,
VOID OR FOR ANY REASON UNENFORCEABLE, THEY SHALL BE DEEMED SEPARABLE FROM, AND
SHALL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF, THE REMAINING
PROVISIONS OF THIS AGREEMENT.
15.
FURTHER ACTS.
THE PARTIES HERETO AGREE TO EXECUTE AND DELIVER
SUCH FURTHER INSTRUMENTS AS MAY BE REASONABLY NECESSARY TO CARRY OUT THE INTENT
OF THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
ARDEN-MAYFAIR, INC.
UNIT HOLDER:
By:
Laura J. Neumann
Address for Notice:
c/o Arden-Mayfair, Inc.
2020 S. Central Avenue
Compton, CA 90220
The undersigned, the spouse of the Unit Holder, does hereby agree to be bound by
the terms of the foregoing Phantom Stock Unit Agreement.
Date:
,
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