the manner specified
in this Section 13(b).
(C)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF EMPLOYER, ITS SUCCESSORS, LEGAL REPRESENTATIVES AND
ASSIGNS, AND EXECUTIVE, HIS HEIRS, EXECUTORS, ADMINISTRATORS, REPRESENTATIVES,
LEGATEES AND PERMITTED ASSIGNS. EXECUTIVE AGREES THAT HIS RIGHTS AND OBLIGATIONS
HEREUNDER ARE PERSONAL TO HIM AND MAY NOT BE ASSIGNED WITHOUT THE EXPRESS
WRITTEN CONSENT OF EMPLOYER. IF EXECUTIVE SHOULD DIE WHILE ANY AMOUNTS ARE DUE
TO HIM PURSUANT TO THIS AGREEMENT, ALL SUCH AMOUNTS SHALL BE PAID TO EXECUTIVE'S
DEVISEE, LEGATEE OR OTHER DESIGNEE, OR IF THERE BE NO SUCH DESIGNEE, TO
EXECUTIVE'S ESTATE. EMPLOYER WILL REQUIRE ANY SUCCESSOR OR ASSIGN (WHETHER
DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF EMPLOYER, BY AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO EXECUTIVE AND HIS LEGAL COUNSEL, EXPRESSLY,
ABSOLUTELY AND UNCONDITIONALLY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN
THE SAME MANNER AND TO THE SAME EXTENT THAT EMPLOYER WOULD BE REQUIRED TO
PERFORM EACH OF THEM IF NO SUCH SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE. ANY
FAILURE OF EMPLOYER TO OBTAIN SUCH AGREEMENT PRIOR TO THE EFFECTIVENESS OF ANY
SUCH SUCCESSION OR ASSIGNMENT SHALL BE A MATERIAL BREACH OF THIS AGREEMENT
9
AND SHALL ENTITLE EXECUTIVE TO TERMINATE EXECUTIVE'S EMPLOYMENT FOR GOOD REASON.
AS USED IN THIS AGREEMENT, "EMPLOYER" MEANS EMRISE CORPORATION AND ANY SUCCESSOR
OR ASSIGN TO ITS BUSINESS AND/OR ASSETS WHICH EXECUTES AND DELIVERS THE
AGREEMENT PROVIDED FOR IN THIS SECTION OR WHICH OTHERWISE BECOMES BOUND BY ALL
THE TERMS AND PROVISIONS OF THIS AGREEMENT BY OPERATION OF LAW. IF AT ANY TIME
DURING THE TERM OF THIS AGREEMENT EXECUTIVE IS EMPLOYED BY ANY COMPANY A
MAJORITY OF THE VOTING SECURITIES OF WHICH IS THEN OWNED BY EMPLOYER, "EMPLOYER"
AS USED IN THIS AGREEMENT SHALL IN ADDITION INCLUDE THAT SUBSIDIARY COMPANY. IN
THAT EVENT, EMPLOYER AGREES THAT IT SHALL PAY OR SHALL CAUSE THE SUBSIDIARY
COMPANY TO PAY ANY AMOUNTS OWED TO EXECUTIVE PURSUANT TO THIS AGREEMENT.
(D)
THIS AGREEMENT REPLACES AND MERGES ALL
PREVIOUS AGREEMENTS AND DISCUSSIONS RELATING TO THE SAME OR SIMILAR SUBJECT
MATTERS BETWEEN EXECUTIVE AND EMPLOYER WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT (OTHER THAN ANY OPTION AGREEMENT DATED PRIOR TO THE EFFECTIVE
DATE BETWEEN EXECUTIVE AND EMPLOYER), INCLUDING WITHOUT LIMITATION THAT CERTAIN
EXECUTIVE EMPLOYMENT AGREEMENT DATED EFFECTIVE AS OF JANUARY 1, 2006 BETWEEN
EMPLOYER AND EXECUTIVE. THIS AGREEMENT MAY NOT BE MODIFIED IN ANY RESPECT BY ANY
VERBAL STATEMENT, REPRESENTATION OR AGREEMENT MADE BY ANY EMPLOYEE, OFFICER, OR
REPRESENTATIVE OF EMPLOYER OR BY ANY WRITTEN AGREEMENT UNLESS SIGNED BY AN
OFFICER OF EMPLOYER WHO IS EXPRESSLY AUTHORIZED BY EMPLOYER TO EXECUTE THAT
DOCUMENT.
(E)
THE LAWS OF THE UNITED KINGDOM WILL GOVERN
THE INTERPRETATION, VALIDITY AND EFFECT OF THIS AGREEMENT WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW, THE PLACE OF EXECUTION OR THE PLACE FOR
PERFORMANCE THEREOF. ALL DISPUTES, CLAIMS OR PROCEEDINGS BETWEEN THE PARTIES
RELATING TO THE VALIDITY CONSTRUCTION OR PERFORMANCE