1256 752 454
If to the Executive:
Bryan H. Hall
[INTENTIONALLY OMITTED]
Notices that are delivered personally, by confirmed facsimile transmission, or
by courier as aforesaid, shall be effective on the date of delivery.
(C)
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS, EXECUTORS, PERSONAL REPRESENTATIVES, ESTATES, SUCCESSORS
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) AND ASSIGNS.
NOTWITHSTANDING THE PROVISIONS OF THE IMMEDIATELY
PRECEDING SENTENCE, THE EXECUTIVE SHALL NOT ASSIGN ALL OR ANY PORTION OF THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(D)
WITHHOLDING: SOCIAL SECURITY.
THE COMPANY
SHALL WITHHOLD OR CAUSE TO BE WITHHELD FROM ANY PAYMENTS MADE PURSUANT TO THIS
AGREEMENT ALL FEDERAL, STATE, CITY, FOREIGN OR OTHER TAXES AND SOCIAL SECURITY
OR SIMILAR PAYMENTS AS SHALL BE REQUIRED TO BE WITHHELD PURSUANT TO ANY LAW OR
GOVERNMENTAL REGULATION OR RULING IN ACCORDANCE WITH THE TAX EQUALIZATION POLICY
SET FORTH IN APPENDIX B.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE SHALL
REMAIN RESPONSIBLE FOR
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ALL SUCH AMOUNTS AS HE MAY OWE IN RESPECT OF HIS COMPENSATION HEREUNDER.
ANY
PAYMENTS MADE PURSUANT TO THIS AGREEMENT WILL BE SUBJECT TO US SOCIAL SECURITY
DEDUCTIONS FOR THE EMPLOYMENT TERM AND THE COMPANY AND THE EXECUTIVE SHALL BE
RESPONSIBLE FOR MAKING THEIR RESPECTIVE EMPLOYER AND EMPLOYEE CONTRIBUTIONS
THERETO, AND THE EXECUTIVE HEREBY AUTHORIZES THE COMPANY TO DEDUCT FROM ANY
PAYMENTS TO BE MADE TO THE EXECUTIVE HIS EMPLOYEE SOCIAL SECURITY CONTRIBUTIONS
AND REMIT THESE TO THE RELEVANT AUTHORITY.
(E)
DATA PROTECTION.
IN ACCORDANCE WITH
RELEVANT DATA PROTECTION LEGISLATION, THE COMPANY WILL HOLD AND PROCESS THE
INFORMATION IT COLLECTS RELATING TO THE EXECUTIVE IN THE COURSE OF THE
EXECUTIVE'S EMPLOYMENT FOR THE PURPOSES OF EMPLOYEE ADMINISTRATION, STATISTICAL
AND RECORD KEEPING PURPOSES, INCLUDING INFORMATION FOR OCCUPATIONAL HEALTH AND
PENSION PURPOSES.
THIS MAY INCLUDE INFORMATION RELATING TO THE EXECUTIVE'S
PHYSICAL OR MENTAL HEALTH.
SOME OF THE EXECUTIVE'S INFORMATION MAY BE PROCESSED
OUTSIDE THE EUROPEAN ECONOMIC AREA, INCLUDING WITHOUT LIMITATION IN THE UNITED
STATES.
THE EXECUTIVE'S INFORMATION WILL BE TREATED CONFIDENTIALLY AND WILL
ONLY BE AVAILABLE TO AUTHORIZED PERSONS.
(F)
ENTIRE AGREEMENT.
THIS AGREEMENT (AS
AMENDED AND RESTATED HEREBY) CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN THE
PARTIES WITH RESPECT TO THE EXECUTIVE'S EMPLOYMENT AND SUPERSEDES ANY OTHER
PRIOR ORAL OR WRITTEN AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE
EXECUTIVE AND ANY MEMBER OF THE COMPANY AFFILIATED GROUP (EXCEPT, FOR AVOIDANCE
OF DOUBT, AGREEMENTS EVIDENCING EQUITY COMPENSATION GRANTED TO THE EXECUTIVE).
WITHOUT LIMITING THE GENERALITY OF THIS SECTION 12(E), EFFECTIVE AS OF THE
EFFECTIVE DATE, THIS AGREEMENT SUPERSEDES ANY EXISTING EMPLOYMENT, RETENTION,
SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTS OR SIMILAR ARRANGEMENTS OR
UNDERSTANDINGS (COLLECTIVELY, THE "PRIOR AGREEMENTS") BETWEEN THE EXECUTIVE AND
THE COMPANY AND ANY MEMBER OF THE COMPANY
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AFFILIATED GROUP, AND ANY AND ALL CLAIMS UNDER OR IN RESPECT OF THE PRIOR
AGREEMENTS THAT THE EXECUTIVE MAY HAVE OR ASSERT ON OR FOLLOWING THE EFFECTIVE
DATE SHALL BE GOVERNED BY AND COMPLETELY SATISFIED AND DISCHARGED IN ACCORDANCE