RESULTING CORPORATION OR PERSON OR THE SUCCESSOR TO
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS ASSETS OF CORPORATION, AS APPLICABLE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS AND ASSIGNS OF THE PARTIES; PROVIDED, HOWEVER,
THAT EXCEPT AS HEREIN EXPRESSLY PROVIDED, THIS AGREEMENT SHALL NOT BE ASSIGNABLE
EITHER BY CORPORATION (EXCEPT TO AN AFFILIATE OF CORPORATION IN WHICH EVENT
CORPORATION SHALL REMAIN LIABLE IF THE AFFILIATE FAILS TO MEET ANY OBLIGATIONS
TO MAKE PAYMENTS OR PROVIDE BENEFITS OR OTHERWISE) OR BY OFFICER.
OFFICER SHALL
BE ENTITLED, TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW OR ANY CORPORATION
PLAN, POLICY, PROGRAM, ARRANGEMENT OR AGREEMENT, TO SELECT OR CHANGE A
BENEFICIARY OR BENEFICIARIES TO RECEIVE ANY COMPENSATION OR BENEFIT PAYABLE OR
PROVIDED TO OFFICER PURSUANT TO THIS AGREEMENT FOLLOWING OFFICER'S DEATH BY
GIVING CORPORATION WRITTEN NOTICE THEREOF.
IN THE EVENT OF OFFICER'S DEATH OR A
JUDICIAL DETERMINATION OF HIS INCOMPETENCE, REFERENCES IN THIS AGREEMENT TO
OFFICER SHALL BE DEEMED, WHERE APPROPRIATE, TO REFER TO HIS BENEFICIARY, ESTATE
OR LEGAL REPRESENTATIVE, AS THE CASE MAY BE AND, IN ALL EVENTS, IN THE CASE OF
OFFICER'S DEATH ANY PAYMENTS OR BENEFITS DUE TO OFFICER THAT REMAIN UNPAID OR
OUTSTANDING HEREUNDER SHALL BE PAID OR PROVIDED TO HIS DESIGNATED BENEFICIARY
OR, IN THE ABSENCE OF SUCH DESIGNATION, HIS ESTATE.
(K)
SURVIVORSHIP.
THE TERMS OF THIS AGREEMENT TO THE EXTENT NECESSARY
TO CARRY OUT THE INTENTIONS OF THE PARTIES UNDERLYING THEIR RESPECTIVE RIGHTS
AND OBLIGATIONS SHALL SURVIVE ANY TERMINATION OF THE EMPLOYMENT PERIOD.
FOR
THIS PURPOSE, THE PARTIES INTEND THAT THE FOLLOWING PROVISIONS OF THIS AGREEMENT
SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE EMPLOYMENT PERIOD TO THE
EXTENT NECESSARY TO CARRY OUT THE INTENTIONS OF THE PARTIES AS EMBODIED IN THIS
AGREEMENT:
SECTIONS 2(A), 4 AND 5, AND THIS SECTION 6.
THIS AGREEMENT SHALL
CONTINUE IN EFFECT UNTIL THERE ARE NO FURTHER RIGHTS OR OBLIGATIONS OF THE
PARTIES OUTSTANDING HEREUNDER AND SHALL NOT BE TERMINATED BY EITHER PARTY
WITHOUT THE EXPRESS WRITTEN CONSENT OF BOTH PARTIES.
(L)
REPRESENTATIONS AND WARRANTIES.
CORPORATION REPRESENTS AND
WARRANTS TO OFFICER THAT (I) EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY CORPORATION HAS BEEN FULLY AND VALIDLY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION, (II) THE OFFICER SIGNING THIS AGREEMENT ON BEHALF OF
CORPORATION IS DULY AUTHORIZED TO DO SO, (III) THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT DOES NOT VIOLATE ANY APPLICABLE LAW, REGULATION,
ORDER, JUDGMENT OR DECREE OR ANY AGREEMENT, PLAN OR CORPORATE GOVERNANCE
DOCUMENT TO WHICH CORPORATION IS A PARTY OR BY WHICH IT IS BOUND AND (IV) UPON
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE PARTIES, IT SHALL BE A VALID AND
BINDING OBLIGATION OF CORPORATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS.
OFFICER HEREBY REPRESENTS TO CORPORATION THAT EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY OFFICER AND THE PERFORMANCE BY OFFICER OF
OFFICER'S DUTIES HEREUNDER SHALL NOT CONSTITUTE A BREACH OF, OR OTHERWISE
CONTRAVENE, THE TERMS OF ANY OTHER AGREEMENT TO WHICH OFFICER