NEITHER OF
THE PARTIES HERETO SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT OR ANY RIGHTS
OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY;
PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL INURE TO THE BENEFIT OR AND BE
BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE COMPANY UPON ANY SALE OF ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OR UPON ANY MERGER OR CONSOLIDATION
OF THE COMPANY WITH OR INTO ANY OTHER CORPORATION, ALL AS THOUGH SUCH SUCCESSORS
AND ASSIGNS OF THE COMPANY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS WERE THE
COMPANY. INSOFAR AS THE EXECUTIVE IS CONCERNED, THIS AGREEMENT, BEING PERSONAL,
CANNOT BE ASSIGNED; PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE EXECUTIVE AND HIS EXECUTORS, ADMINISTRATORS AND
LEGAL REPRESENTATIVES.
(I)
EXPIRATION. THIS AGREEMENT DOES NOT
CONSTITUTE A COMMITMENT OF THE COMPANY WITH REGARD TO THE EXECUTIVE'S
EMPLOYMENT, EXPRESS OR IMPLIED, OTHER THAN TO THE EXTENT EXPRESSLY PROVIDED FOR
HEREIN. UPON THE EXPIRATION DATE, OR, IF EARLIER, THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT PURSUANT TO SECTION 7, NEITHER THE
COMPANY NOR THE EXECUTIVE SHALL HAVE ANY OBLIGATION TO THE OTHER WITH RESPECT TO
THE EXECUTIVE'S CONTINUED EMPLOYMENT.
(J)
COUNTERPARTS. THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(K)
HEADINGS. THE HEADINGS AND CAPTIONS SET
FORTH IN THIS AGREEMENT ARE FOR EASE OF REFERENCE ONLY AND SHALL NOT BE DEEMED
TO CONSTITUTE A PART OF THE AGREEMENT FORMED HEREBY OR BE RELEVANT TO THE
INTERPRETATION OF ANY PROVISIONS OF THIS AGREEMENT.
(L)
SATURDAYS, SUNDAYS AND HOLIDAYS.
WHENEVER ANY DETERMINATION IS TO BE MADE OR ACTION TO BE TAKEN ON A DATE
SPECIFIED IN THIS AGREEMENT, IF SUCH DATE SHALL FALL UPON A SATURDAY, SUNDAY OR
A LEGAL HOLIDAY IN THE STATE OF CALIFORNIA, THE DATE FOR SUCH DETERMINATION OR
ACTION SHALL BE EXTENDED TO THE FIRST (1ST) BUSINESS DAY IMMEDIATELY THEREAFTER.
(M)
SURVIVABILITY. THE PROVISIONS OF SECTIONS 6,
9, 10, 11, 12, 13, 14, 15, 16, 17 AND 19(C) SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
(N)
LEGAL COUNSEL; RIGHT TO NEGOTIATE. THE
EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH
LEGAL COUNSEL OR ANY OTHER ADVISOR OF HIS OWN CHOOSING REGARDING THIS AGREEMENT.
THE EXECUTIVE UNDERSTANDS AND AGREES THAT ANY ATTORNEY
27
RETAINED BY THE COMPANY OR ANY MEMBER OF MANAGEMENT WHO HAS DISCUSSED ANY TERM
OR CONDITION OF THIS AGREEMENT WITH HIM IS ONLY ACTING ON BEHALF OF THE COMPANY
AND NOT ON THE EXECUTIVE'S BEHALF. THE EXECUTIVE HEREBY ACKNOWLEDGES THAT HE HAS
BEEN GIVEN THE OPPORTUNITY TO PARTICIPATE IN THE NEGOTIATION OF THE TERMS OF
THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND CONFIRMS THAT HE HAS READ THIS
AGREEMENT AND FULLY UNDERSTANDS ITS TERMS AND CONTENTS.
[SIGNATURE PAGES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above