TERMINATION AND THE COMPANY DOES NOT
CURE SUCH EVENT WITHIN TEN (10) DAYS FOLLOWING RECEIPT OF SUCH NOTICE.
(F)
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(G)
TERMINATION DATE.
"TERMINATION DATE" SHALL MEAN (I) IF THIS
AGREEMENT IS TERMINATED BY THE COMPANY FOR DISABILITY, THIRTY (30) DAYS AFTER
NOTICE OF TERMINATION IS GIVEN TO THE
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This provision is the subject of a Confidential Treatment Request
7
EMPLOYEE (PROVIDED THAT THE EMPLOYEE SHALL NOT HAVE RETURNED TO THE PERFORMANCE
OF THE EMPLOYEE'S DUTIES ON A FULL-TIME BASIS DURING SUCH THIRTY (30)-DAY
PERIOD), (II) IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR ANY
OTHER REASON, THE DATE ON WHICH A NOTICE OF TERMINATION IS GIVEN, PROVIDED THAT
IF WITHIN THIRTY (30) DAYS AFTER THE COMPANY GIVES THE EMPLOYEE NOTICE OF
TERMINATION, THE EMPLOYEE NOTIFIES THE COMPANY THAT A DISPUTE EXISTS CONCERNING
THE TERMINATION OR THE BENEFITS DUE PURSUANT TO THIS AGREEMENT, THEN THE
TERMINATION DATE SHALL BE THE DATE ON WHICH SUCH DISPUTE IS FINALLY DETERMINED,
EITHER BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES, OR A BY FINAL JUDGMENT, ORDER
OR DECREE OF A COURT OF COMPETENT JURISDICTION (THE TIME FOR APPEAL THEREFROM
HAVING EXPIRED AND NO APPEAL HAVING BEEN PERFECTED), OR (III) IF THE AGREEMENT
IS TERMINATED BY THE EMPLOYEE, THE DATE ON WHICH THE EMPLOYEE DELIVERS THE
NOTICE OF TERMINATION TO THE COMPANY.
9.
SUCCESSORS.
(A)
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 SHALL 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" SHALL INCLUDE ANY SUCCESSOR TO THE COMPANY'S BUSINESS AND/OR ASSETS
WHICH EXECUTES AND DELIVERS THE ASSUMPTION AGREEMENT DESCRIBED IN THIS
SECTION 9(A) OR WHICH BECOMES BOUND BY THE TERMS OF THIS AGREEMENT BY OPERATION
OF LAW.
(B)
EMPLOYEE'S SUCCESSORS.
THE TERMS OF THIS AGREEMENT AND ALL RIGHTS
OF THE EMPLOYEE HEREUNDER SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
THE EMPLOYEE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
10.
NOTICE.
(A)
GENERAL.
NOTICES AND ALL OTHER COMMUNICATIONS CONTEMPLATED BY
THIS AGREEMENT SHALL BE IN WRITING AND SHALL 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 THE EMPLOYEE,
MAILED NOTICES SHALL BE ADDRESSED TO HIM AT THE HOME ADDRESS WHICH HE MOST
RECENTLY COMMUNICATED TO THE COMPANY IN WRITING.
IN THE CASE OF THE COMPANY,
MAILED NOTICES SHALL BE ADDRESSED TO ITS CORPORATE HEADQUARTERS, AND ALL NOTICES
SHALL BE DIRECTED TO THE ATTENTION OF ITS SECRETARY.
(B)
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY FOR CAUSE
OR BY THE EMPLOYEE AS A RESULT OF