TO EXECUTIVE HEREUNDER IF EXECUTIVE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS,
UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT TO EXECUTIVE'S DESIGNATED BENEFICIARIES, OR, IF THERE IS NO SUCH
DESIGNATED BENEFICIARY, TO EXECUTIVE'S ESTATE.
7.
NOTICE. FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN
DULY GIVEN WHEN DELIVERED OR MAILED BY UNITED STATES FIRST CLASS MAIL, POSTAGE
PRE-PAID, ADDRESSED TO THE LAST KNOWN RESIDENCE ADDRESS OF EXECUTIVE OR IN THE
CASE OF THE COMPANY, TO ITS PRINCIPAL OFFICE TO THE ATTENTION OF ITS THEN CHIEF
EXECUTIVE OFFICER, WITH A COPY TO ITS SECRETARY, OR TO SUCH OTHER ADDRESS AS
EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH,
EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT.
8.
COMPLIANCE WITH CODE 409A. IF AND TO THE EXTENT THAT ANY
PROVISION OF THIS AGREEMENT IS REQUIRED TO COMPLY WITH CODE SECTION 409A, THE
COMPANY SHALL HAVE THE AUTHORITY, WITHOUT THE CONSENT OF THE EXECUTIVE TO
INTERPRET AND/OR AMEND SUCH PROVISION TO MAINTAIN TO THE MAXIMUM EXTENT
PRACTICABLE THE ORIGINAL INTENT OF THE APPLICABLE PROVISION WITHOUT VIOLATING
THE PROVISIONS OF CODE 409A.
9.
MISCELLANEOUS. NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED,
WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION OR DISCHARGE IS AGREED TO
IN WRITING AND SIGNED BY THE PARTIES. NO WAIVER BY EITHER PARTY HERETO AT ANY
TIME OF ANY BREACH BY THE OTHER PARTY TO THIS AGREEMENT OF, OR COMPLIANCE WITH,
ANY CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY
SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT
THE SAME OR AT ANY PRIOR OR SIMILAR TIME. NO AGREEMENTS OR REPRESENTATIONS, ORAL
OR OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE
BEEN MADE BY EITHER PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA. THE INVALIDITY OR
UNENFORCEABILITY OR ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL
REMAIN IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, the undersigned officer, on behalf of Arctic Cat Inc., and
Executive have hereunto set their hands as of the date first above written.
ARCTIC CAT INC.
By
Its
EXECUTIVE
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