Common use of Assignment by Company Clause in Contracts

Assignment by Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the capital stock, business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to 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 agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his event of a termination of employment for Good Reason, except that for purposes of implementing the foregoingReason as provided in Section 8.3 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in Company may not otherwise assign this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the capital stock, business and/or assets of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether by agreement in form and substance satisfactory to merger, purchase, or otherwise, acquires all or essentially all of the Executiveassets of business of the Company. Notwithstanding such assignment, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his employment for Good Reasonevent of a termination by the Company, except that for purposes of implementing the foregoingas provided in Section 2.1 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes for the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets 10 12 or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his event of a termination of employment for Good ReasonReason within two (2) years after a Change in Control, except that for purposes of implementing the foregoingas provided in Article 7 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to company. Any such successor company shall be deemed substituted for all or substantially all purposes of the capital stock“Company” under the terms of this Agreement. Notwithstanding such assignment, business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor company, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor company to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if to receive in the Executive terminated his event of a termination of employment for Good Reasonwithout Cause as provided in Section 7.4. Except as herein provided, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the capital stock, business and/or assets of the Company, by agreement in form and substance satisfactory to the ExecutiveEmployee, expressly to 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 agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as the Executive Employee would be entitled hereunder if the Executive Employee terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 14.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his employment for Good Reasonevent of a Qualifying Termination during a Change-in-Control Period, except that for purposes of implementing the foregoingas provided in Article 7 hereof. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the capital stock, business and/or assets of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether by agreement in form and substance satisfactory to merger, purchase, or otherwise, acquires all or essentially all of the Executiveassets of business of the Company. Notwithstanding such assignment, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his employment for Good Reasonevent of an involuntary termination by the Company, except that for purposes of implementing the foregoingas provided in Paragraph 6.6 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation benefit from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if to receive in the Executive terminated his event of a termination of employment for Good ReasonReason as provided in Section 7.4 or 8.2, except that for purposes if the failure of implementing the foregoingassignment follows or is in connection with a Change in Control. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes for the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his event of a termination of employment for Good ReasonReason within two (2) years after a Change in Control, except that for purposes of implementing the foregoingas provided in Article 7 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes for the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his event of a termination of employment for Good ReasonReason within two (2) years after a Change in Control, except that for purposes of implementing the foregoingas provided in Article 7 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his event of a termination of employment for Good Reason, except that for purposes of implementing the foregoingReason as provided in Section 8.3 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in Company may not otherwise assign this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation benefit from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if to receive in the Executive terminated his event of a termination of employment for Good ReasonReason as provided in Section 7.6 or 8.3, except that for purposes if the failure of implementing the foregoingassignment follows or is in connection with a Change in Control. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his employment for Good Reasonevent of an termination of employment, except that for purposes of implementing the foregoingas provided in Section 6.4 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes for the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.from

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment for Good Reasonprovided in Article 7 hereof. Except as herein provided, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the capital stock, business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to 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 agreement prior to the effectiveness of any such succession shall be ,a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive Company terminated his Executive’s employment for Good Reasonwithout Cause, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "“Company" ” shall mean mean. the Company and any successor to its business and/or assets which executes and delivers the agreement Agreement provided for in this Section 10.1 11.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Assignment by Company. The Company will require This Agreement may be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, business and/or assets (i) of the Company, by agreement in form and substance satisfactory Company or (ii) pertaining to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that division or subsidiary of the Company would be required to perform it if no for which Executive performs the majority of his services. Notwithstanding such succession had taken placeassignment, the Company shall remain, with such successor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his employment event of a termination for Good ReasonReason by the Executive, except that for purposes of implementing the foregoingas provided in Section 6.6 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.

Assignment by Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the capital stock, business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to 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 agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement Agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Assignment by Company. The Company will require (a) This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation or business entity which at any time, whether direct or indirect, by purchase, merger, consolidation purchase or otherwise) to , acquires all or substantially all of the capital stock, assets or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken place. successor, jointly and severally liable for all its obligations hereunder. (b) Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his event of an termination of employment for Good Reasonwithout Cause, except that for purposes of implementing the foregoingas provided in Section 6.4 herein. (c) Except as herein provided, the date on which any such succession becomes effective shall this Agreement may not otherwise be deemed the termination date. As used in this Agreement, "Company" shall mean assigned by the Company and any successor (other than to its business and/or assets which executes and delivers a subsidiary or affiliate) without the agreement provided for in this Section 10.1 or which otherwise becomes bound by all prior written consent of the terms and provisions of this Agreement by operation of lawExecutive.

Assignment by Company. The Company will require This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor (of the Company, and any such successor shall be deemed substituted for all purposes for the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether direct or indirectby merger, by purchase, merger, consolidation or otherwise) to , acquires all or substantially all of the capital stock, assets 10 13 or the business and/or assets of the Company. Notwithstanding such assignment, by agreement in form and substance satisfactory to the Executive, expressly to 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 shall remain, with such succession had taken placesuccessor, jointly and severally liable for all its obligations hereunder. Failure of the Company to obtain such the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if in the Executive terminated his event of a termination of employment for Good ReasonReason within two (2) years after a Change in Control, except that for purposes of implementing the foregoingas provided in Article 7 herein. Except as herein provided, the date on which any such succession becomes effective shall be deemed the termination date. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10.1 or which otherwise becomes bound by all the terms and provisions of this Agreement may not otherwise be assigned by operation of lawthe Company.