RETURNED TO THE FULL-TIME PERFORMANCE OF
EXECUTIVE'S DUTIES DURING SUCH THIRTY (30) DAY PERIOD), AND (III) IF
9
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN
THE NOTICE OF TERMINATION (WHICH, IN THE CASE OF A TERMINATION BY THE COMPANY,
SHALL NOT BE LESS THAN THIRTY (30) DAYS (EXCEPT IN THE CASE OF A TERMINATION FOR
CAUSE) AND, IN THE CASE OF A TERMINATION BY THE EXECUTIVE, SHALL NOT BE LESS
THAN THIRTY (30) DAYS NOR MORE THAN SIXTY (60) DAYS, RESPECTIVELY, FROM THE DATE
SUCH NOTICE OF TERMINATION IS GIVEN); PROVIDED, HOWEVER, THAT THE "DATE OF
TERMINATION" FOR PURPOSES OF THIS AGREEMENT SHALL NOT BE THE LAST DAY OF THE
COMPANY'S FISCAL YEAR AND, IN THE EVENT THE LAST DAY OF THE FISCAL YEAR IS
DESIGNATED AS THE "DATE OF TERMINATION", THE "DATE OF TERMINATION" FOR PURPOSES
HEREOF SHALL AUTOMATICALLY BE THE FIRST DAY OF THE NEXT FOLLOWING FISCAL YEAR.
7.
CONTRACT NON-ASSIGNABLE.
THE PARTIES
ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO DUE TO, AMONG OTHER
THINGS, THE SPECIAL SKILLS OF EXECUTIVE, AND AGREE THAT THIS AGREEMENT MAY NOT
BE ASSIGNED OR TRANSFERRED BY EXECUTIVE, IN WHOLE OR IN PART, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
8.
SUCCESSORS; BINDING AGREEMENT.
8.1
IN ADDITION TO ANY OBLIGATIONS IMPOSED BY
LAW UPON ANY SUCCESSOR TO, OR TRANSFEROR OF, THE COMPANY, THE COMPANY WILL
REQUIRE ANY SUCCESSOR TO, OR TRANSFEROR OF, ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS AND/OR ASSETS OF THE COMPANY OR STOCK OF THE COMPANY (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, REORGANIZATION, LIQUIDATION, CONSOLIDATION OR
OTHERWISE) TO EXPRESSLY ASSUME AND AGREE 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.
FAILURE OF THE COMPANY TO OBTAIN SUCH
ASSUMPTION AND AGREEMENT PRIOR TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL
BE A BREACH OF THIS AGREEMENT AND SHALL CONSTITUTE THE BASIS FOR EXECUTIVE TO
TERMINATE HIS EMPLOYMENT FOR GOOD REASON DURING THE 90-DAY PERIOD AFTER
SUCCESSION AND TO RECEIVE THE COMPENSATION AND BENEFITS PROVIDED IN SECTION 4.1
ABOVE.
8.2
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES AND BY
THE COMPANY'S SUCCESSORS AND ASSIGNS.
IF EXECUTIVE SHALL DIE WHILE ANY AMOUNT
WOULD STILL BE PAYABLE TO EXECUTIVE HEREUNDER (OTHER THAN AMOUNTS WHICH, BY
THEIR TERMS, TERMINATE UPON THE DEATH OF EXECUTIVE) 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 THE EXECUTORS, PERSONAL
REPRESENTATIVES OR ADMINISTRATORS OF EXECUTIVE'S ESTATE.
9.
OTHER AGENTS.
NOTHING IN THIS
AGREEMENT IS TO BE INTERPRETED AS LIMITING THE COMPANY FROM EMPLOYING OTHER
PERSONNEL ON SUCH TERMS AND CONDITIONS AS MAY BE SATISFACTORY TO THE COMPANY.
10.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND
OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND