OF THE STATE OF CALIFORNIA.
11.
NOTICES.
ALL DEMANDS, NOTICES AND
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN
DULY GIVEN, IF MAILED, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR, IF BY OTHER MEANS, WHEN RECEIVED BY THE OTHER PARTY AT THE
ADDRESS SET FORTH HEREIN, OR SUCH OTHER ADDRESS AS MAY HEREAFTER BE FURNISHED TO
THE OTHER PARTY BY LIKE NOTICE. NOTICE OR COMMUNICATION HEREUNDER SHALL BE
DEEMED TO HAVE BEEN RECEIVED ON THE DATE DELIVERED TO OR RECEIVED AT THE
PREMISES OF THE ADDRESSEE IF DELIVERED OTHER THAN BY MAIL, AND IN THE CASE OF
MAIL, THREE DAYS AFTER THE DEPOSITING OF THE SAME IN THE UNITED STATES MAIL AS
ABOVE STATED (OR, IN THE CASE OF REGISTERED OR CERTIFIED MAIL, BY THE DATE NOTED
ON THE RETURN RECEIPT).
NOTICES SHALL BE ADDRESSED AS FOLLOWS:
IF TO THE EXECUTIVE:
MR. BRUCE W. DIAMOND
At the last residential address known to the Company
If to the Company:
WJ Communications, Inc.
401 River Oaks Parkway
San Jose, CA 95134
Attention: Chairman
with a copy to:
Fox Paine & Company, LLC
950 Tower Lane
Suite 1150
Foster City, CA 94404
Attention: W. Dexter Paine, III
12.
SEPARABILITY CLAUSE.
ANY PART, PROVISION,
REPRESENTATION OR WARRANTY OF THIS AGREEMENT WHICH IS PROHIBITED OR WHICH IS
HELD TO BE VOID OR UNENFORCEABLE SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH
PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS
HEREOF.
13.
SUCCESSORS AND ASSIGNS- ASSIGNMENT OF
AGREEMENT.
THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE PARTIES HERETO AND THE RESPECTIVE SUCCESSORS AND ASSIGNS OF
THE PARTIES HERETO.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY
AS HEREINBEFORE DEFINED AND ANY SUCCESSORS TO ITS BUSINESSES AND/OR ASSETS AS
AFORESAID WHICH ASSUME AND AGREE TO PERFORM THIS AGREEMENT BY OPERATION OF LAW,
OR OTHERWISE.
FOR THIS PURPOSE, "SUCCESSOR" MEANS ANY PERSON, FIRM,
CORPORATION, OR OTHER BUSINESS ENTITY WHICH AT ANY TIME, WHETHER BY PURCHASE,
MERGER, OR OTHERWISE, DIRECTLY OR INDIRECTLY ACQUIRES ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OR BUSINESS OF THE COMPANY.
THIS AGREEMENT IS PERSONAL TO YOU AND
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY SHALL NOT BE ASSIGNABLE BY YOU
OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
14.
INDEMNIFICATION.
SUBJECT TO APPLICABLE LAW,
YOU SHALL BE PROVIDED INDEMNIFICATION TO THE MAXIMUM EXTENT PERMITTED BY THE
COMPANY'S ARTICLES OF INCORPORATION OR BYLAWS, INCLUDING, IF APPLICABLE, ANY
DIRECTORS AND OFFICERS INSURANCE POLICIES, WITH SUCH INDEMNIFICATION TO BE ON
TERMS DETERMINED BY THE BOARD OR ANY OF ITS COMMITTEES, BUT ON TERMS NO LESS
FAVORABLE THAN PROVIDED TO ANY OTHER COMPANY EXECUTIVE OFFICER OR DIRECTOR AND
SUBJECT TO THE TERMS OF ANY SEPARATE WRITTEN INDEMNIFICATION AGREEMENT.
15.
WAIVER.
THE FAILURE OF ANY PARTY TO INSIST
UPON STRICT PERFORMANCE OF A COVENANT HEREUNDER OR OF ANY OBLIGATION HEREUNDER,
IRRESPECTIVE OF THE LENGTH OF TIME FOR WHICH SUCH FAILURE CONTINUES, SHALL NOT
BE A WAIVER OF SUCH