COMPANY SHALL,
AS A CONDITION OF THE SUCCESSION, REQUIRE SUCH SUCCESSOR TO AGREE IN WRITING TO
ASSUME THE COMPANY'S OBLIGATIONS AND BE BOUND BY THIS AGREEMENT.
FOR PURPOSES
OF THIS AGREEMENT, "SUCCESSOR" SHALL MEAN ANY PERSON THAT SUCCEEDS TO, OR HAS
THE PRACTICAL ABILITY TO CONTROL, THE COMPANY'S BUSINESS DIRECTLY OR INDIRECTLY,
BY MERGER OR CONSOLIDATION, BY PURCHASE OR OWNERSHIP OF VOTING SECURITIES OF THE
COMPANY OR ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OR OTHERWISE.
THE
COMPANY MAY ALSO ASSIGN THIS AGREEMENT AND THE COMPANY'S RIGHTS AND OBLIGATIONS
HEREUNDER TO ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY, PROVIDED THAT UPON ANY
SUCH ASSIGNMENT THE COMPANY SHALL REMAIN LIABLE FOR THE OBLIGATIONS TO EXECUTIVE
HEREUNDER.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
EXECUTIVE, EXECUTIVE'S HEIRS, EXECUTORS, ADMINISTRATORS, AND BENEFICIARIES, AND
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS
AND ASSIGNS.
9.
COMPLETE UNDERSTANDING; AMENDMENT; WAIVER.
THIS AGREEMENT
CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE
EMPLOYMENT OF EXECUTIVE AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND NO STATEMENT, REPRESENTATION, WARRANTY OR COVENANT
HAS BEEN MADE BY EITHER PARTY WITH RESPECT THERETO EXCEPT AS EXPRESSLY SET FORTH
HEREIN.
THIS AGREEMENT SHALL NOT BE MODIFIED, AMENDED OR TERMINATED EXCEPT BY A
WRITTEN INSTRUMENT SIGNED BY EACH OF THE PARTIES.
ANY WAIVER OF ANY TERM OR
PROVISION HEREOF, OR OF THE APPLICATION OF ANY SUCH TERM OR PROVISION TO ANY
CIRCUMSTANCES, SHALL BE IN WRITING SIGNED BY THE PARTY CHARGED WITH GIVING SUCH
WAIVER.
WAIVER BY EITHER PARTY OF ANY BREACH HEREUNDER BY THE OTHER PARTY SHALL
NOT OPERATE AS A WAIVER OF ANY OTHER BREACH, WHETHER SIMILAR TO OR DIFFERENT
FROM THE BREACH WAIVED.
NO DELAY BY EITHER PARTY IN THE EXERCISE OF ANY RIGHTS
OR REMEDIES SHALL OPERATE AS A WAIVER THEREOF, AND NO SINGLE OR PARTIAL EXERCISE
BY EITHER PARTY OF ANY SUCH RIGHT OR REMEDY SHALL PRECLUDE OTHER OR FURTHER
EXERCISE THEREOF.
10.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION OF ANY SUCH PROVISION TO ANY PERSON OR CIRCUMSTANCES SHALL BE
DETERMINED BY ANY COURT OF COMPETENT JURISDICTION OR ARBITRATION PANEL TO BE
INVALID OR UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT, OR THE
APPLICATION OF SUCH PROVISION TO SUCH PERSON OR CIRCUMSTANCES OTHER THAN THOSE
TO WHICH IT IS SO DETERMINED TO BE INVALID OR UNENFORCEABLE, SHALL NOT BE
AFFECTED THEREBY, AND EACH PROVISION HEREOF SHALL BE ENFORCED TO THE FULLEST
EXTENT PERMITTED BY LAW.
IF ANY PROVISION OF THIS AGREEMENT, OR ANY PART
THEREOF, IS HELD TO BE INVALID OR UNENFORCEABLE BECAUSE OF THE SCOPE OR DURATION
OF OR THE AREA COVERED BY SUCH PROVISION, THE PARTIES HERETO AGREE THAT THE
COURT OR
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ARBITRATION PANEL MAKING SUCH DETERMINATION SHALL REDUCE THE SCOPE, DURATION
AND/OR AREA OF SUCH PROVISION (AND SHALL SUBSTITUTE APPROPRIATE PROVISIONS FOR
ANY SUCH INVALID OR UNENFORCEABLE