THE
MERGED OR SURVIVING COMPANY AS HE HAD PRIOR TO THE TRANSACTION.
THE NOTIFICATION AND PLACEMENT OF EXECUTIVE ON ADMINISTRATIVE LEAVE PENDING A
POTENTIAL DETERMINATION BY THE BOARD THAT EXECUTIVE MAY BE TERMINATED FOR CAUSE
SHALL NOT CONSTITUTE GOOD REASON FOR PURPOSES OF THIS AGREEMENT.
7.
SUCCESSORS.
(A)
THE COMPANY'S SUCCESSORS.
ANY SUCCESSOR TO
THE COMPANY (WHETHER DIRECT OR INDIRECT AND WHETHER BY PURCHASE, MERGER,
CONSOLIDATION, LIQUIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S BUSINESS AND/OR ASSETS WILL ASSUME THE OBLIGATIONS UNDER THIS
AGREEMENT AND AGREE EXPRESSLY TO PERFORM THE OBLIGATIONS UNDER THIS AGREEMENT IN
THE SAME MANNER AND TO THE SAME EXTENT AS THE COMPANY WOULD BE REQUIRED TO
PERFORM SUCH OBLIGATIONS IN THE ABSENCE OF A SUCCESSION.
FOR ALL PURPOSES UNDER
THIS AGREEMENT, THE TERM "COMPANY" WILL INCLUDE ANY SUCCESSOR TO THE COMPANY'S
BUSINESS AND/OR ASSETS WHICH EXECUTES AND DELIVERS THE ASSUMPTION AGREEMENT
DESCRIBED IN THIS SECTION 7(A) OR WHICH BECOMES BOUND BY THE TERMS OF THIS
AGREEMENT BY OPERATION OF LAW.
(B)
EXECUTIVE'S SUCCESSORS.
THE TERMS OF THIS
AGREEMENT AND ALL RIGHTS OF EXECUTIVE HEREUNDER WILL INURE TO THE BENEFIT OF,
AND BE ENFORCEABLE BY, EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
8.
NOTICE.
(A)
GENERAL.
NOTICES AND ALL OTHER
COMMUNICATIONS CONTEMPLATED BY THIS AGREEMENT WILL BE IN WRITING AND WILL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED OR WHEN MAILED BY U.S.
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PREPAID.
IN
THE CASE OF EXECUTIVE, MAILED NOTICES WILL BE ADDRESSED TO HIM OR HER AT THE
HOME ADDRESS WHICH HE OR SHE MOST RECENTLY COMMUNICATED TO THE COMPANY IN
WRITING.
IN THE CASE OF THE COMPANY, MAILED NOTICES WILL BE ADDRESSED TO ITS
CORPORATE HEADQUARTERS, AND ALL NOTICES WILL BE DIRECTED TO THE ATTENTION OF ITS
PRESIDENT.
(B)
NOTICE OF TERMINATION.
ANY TERMINATION BY
THE COMPANY FOR CAUSE OR BY EXECUTIVE FOR GOOD REASON OR AS A RESULT OF A
VOLUNTARY RESIGNATION WILL BE COMMUNICATED BY A NOTICE OF TERMINATION TO THE
OTHER PARTY HERETO GIVEN IN ACCORDANCE WITH SECTION 8(A) OF THIS AGREEMENT.
SUCH NOTICE WILL INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT
RELIED UPON, WILL SET FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES
CLAIMED TO PROVIDE A BASIS FOR
7
TERMINATION UNDER THE PROVISION SO INDICATED, AND WILL SPECIFY THE TERMINATION
DATE.
THE FAILURE BY EXECUTIVE TO INCLUDE IN THE NOTICE ANY FACT OR
CIRCUMSTANCE WHICH CONTRIBUTES TO A SHOWING OF GOOD REASON WILL NOT WAIVE ANY
RIGHT OF EXECUTIVE HEREUNDER OR PRECLUDE EXECUTIVE FROM ASSERTING SUCH FACT OR
CIRCUMSTANCE IN ENFORCING HIS OR HER RIGHTS HEREUNDER.
9.
ARBITRATION.
THE COMPANY AND THE
EXECUTIVE EACH AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS
AGREEMENT, EXECUTIVE'S EMPLOYMENT BY THE COMPANY, EXECUTIVE'S SERVICE AS AN
OFFICER OR DIRECTOR OF THE COMPANY, OR EXECUTIVE'S COMPENSATION AND BENEFITS,
THEIR INTERPRETATION AND ANY OF THE MATTERS HEREIN RELEASED, WILL BE SUBJECT TO
BINDING ARBITRATION.
IN THE EVENT