OR OMISSIONS.
(C)
FOLLOWING A CHANGE OF CONTROL, THE COMPANY
SHALL, WITH REGARD TO MATTERS RELATED TO EXECUTIVE'S PERIOD OF EMPLOYMENT WITH
THE COMPANY, INDEMNIFY THE EXECUTIVE TO THE FULLEST EXTENT PERMITTED OR
AUTHORIZED BY THE COMPANY'S BYLAWS AGAINST ANY CLAIMS, SUITS, JUDGMENTS,
EXPENSES (INCLUDING REASONABLE ATTORNEY FEES), WITH ADVANCEMENT OF LEGAL FEES
AND DISBURSEMENTS TO THE FULLEST EXTENT PERMITTED BY LAW, ARISING FROM, OUT OF,
OR IN CONNECTION WITH THE EXECUTIVE'S SERVICES AS AN OFFICER OR DIRECTOR OF THE
COMPANY, AS AN OFFICER OR DIRECTOR OF ANY AFFILIATE FOR WHICH THE EXECUTIVE WAS
REQUIRED TO SERVE AS SUCH BY THE COMPANY OR AS A FIDUCIARY OF ANY BENEFIT PLAN
OF THE COMPANY OR ANY AFFILIATE.
13.
SUCCESSORS; BINDING AGREEMENT.
IN ADDITION
TO ANY OBLIGATIONS IMPOSED BY LAW UPON ANY SUCCESSOR TO THE COMPANY, THE COMPANY
WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER,
CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR
ASSETS OF THE COMPANY TO EXPRESSLY ASSUME AND AGREE IN WRITING TO PERFORM THIS
AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR
LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
IF THE EXECUTIVE SHALL DIE WHILE ANY
AMOUNT WOULD STILL BE PAYABLE TO THE EXECUTIVE HEREUNDER IF THE EXECUTIVE HAD
CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE
PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTORS, PERSONAL
REPRESENTATIVES OR ADMINISTRATORS OF THE EXECUTIVE'S ESTATE.
THIS AGREEMENT IS
PERSONAL TO THE EXECUTIVE AND NEITHER THIS AGREEMENT OR ANY RIGHTS HEREUNDER MAY
BE ASSIGNED BY THE EXECUTIVE.
14.
MISCELLANEOUS.
NO PROVISIONS OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION
OR DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY THE EXECUTIVE AND SUCH
OFFICER AS MAY BE SPECIFICALLY DESIGNATED BY THE BOARD.
NO WAIVER BY EITHER
PARTY HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR
COMPLIANCE WITH, ANY CONDITION OR PROVISION SHALL BE DEEMED A WAIVER OF SIMILAR
OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY PRIOR OR SUBSEQUENT
TIME.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO PERTAINING TO THE SUBJECT MATTER HEREOF.
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.
ALL REFERENCES TO ANY LAW SHALL BE DEEMED ALSO TO
REFER TO ANY SUCCESSOR PROVISIONS TO SUCH LAWS.
15.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
10
16.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION
REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING