Common use of Contents of Agreement; Amendment and Assignment Clause in Contracts

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company. (c) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement. (d) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable in whole or in part by the Company.

Contents of Agreement; Amendment and Assignment. (a) 15.1 This Agreement supersedes all prior agreements and sets forth the entire understanding between of the parties hereto with respect to the subject matter hereof hereof, supersedes any prior employment agreement between the parties (including without limitation, the Existing Agreement) and canshall not be changed, modified, extended modified or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s behalf by a duly authorized officer. The provisions officer of this Agreement may provide for payments to K-Tron and the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the CompanyEmployee. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company. (c) The 15.2 Employee acknowledges that from time to time, K-Tron and other members of the Company K-Tron Group may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of K-Tron or other members of the Company K-Tron Group may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of any member of the Company K-Tron Group (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement. (d) 15.3 All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, personal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegable in whole or in part by the CompanyEmployee. K-Tron shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of K-Tron, by agreement in form and substance satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that K-Tron would be required to perform if no such succession had taken place.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or existing employment or consulting agreements between the Company and the Consultant or his Affiliates, including without limitation Canterbury Properties, Inc., and the Consultant hereby releases and forever discharges the Company, Parent and all of their respective Affiliates, shareholders, directors, officers, employees and agents from any and all claims for additional fixed or incentive compensation or other benefits, or other claims or causes of action of any nature whatsoever arising out of or in connection with or under any and all such other agreements, it being the mutual intent of the Company, Parent and the Consultant that any and all such agreements are superseded in their entirety by this Agreement. This Agreement cannot be changed, modified, extended modified or terminated except upon written amendment duly executed by the Employee and approved by the Board and executed on the Company’s behalf by a duly authorized officerparties hereto. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention All of the parties that the terms and provisions of this Agreement shall supersede any provisions be binding upon and inure to the contrary in such plans, benefit of and such plans shall be deemed to have been amended to correspond with this Agreement without further action enforceable by the Company or the Boards of BMBC or the Company. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ respective heirs, representatives, successors and assigns of the Company. (c) parties hereto, except that the duties and responsibilities of the Consultant hereunder are of a personal nature and shall not be assignable in whole or in part by the Consultant. The Employee Consultant acknowledges that that, from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement. (d) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable in whole or in part by the Company.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements agreements, letters or term sheets and sets forth the entire understanding between among the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s its behalf by a duly authorized officerofficer(s). The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plansWithout limitation, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the CompanyCorporation beyond the expiration of the Employment Term, and Employee specifically acknowledges that he shall be subject to discharge by the Corporation pursuant to the terms and conditions of this Agreement. (cb) The Employee acknowledges that from time to time, the Company Corporation may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company Corporation may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company Corporation (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this AgreementAgreement or to create express or implied obligations of any nature to Employee. (dc) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegatable in whole or in part by the CompanyEmployee.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements and sets forth the entire understanding between the parties hereto and supersedes all prior and contemporaneous agreements with respect to the subject matter hereof and hereof. This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company. (c) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement. (d) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable in whole or in part by the Company.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements and sets forth the entire understanding between among the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board of Directors of Employer and executed on the Company’s its behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plansWithout limitation, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of Employer beyond the Companyexpiration of the Employment Term, and Employee specifically acknowledges that, unless this Agreement is renewed in accordance with Section 1.2 hereof, he shall be an employee-at-will of Employer thereafter, and thus subject to discharge by Employer with or without cause and without compensation of any nature. (cb) The Employee acknowledges that from time to time, the Company Employer may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company Employer may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company Employer (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this AgreementAgreement or to create express or implied obligations of any nature to Employee. (dc) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegatable in whole or in part by the CompanyEmployee.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes (including the Restrictive Covenants) and the Confidentiality Agreements supersede all prior agreements and sets set forth the entire understanding between among the parties hereto with respect to the subject matter hereof or thereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board parties and executed on the Company’s their behalf by a duly authorized officerofficer in the case of the Company and Employee in the case of Employee. The provisions Without limitation of the foregoing, Employee acknowledges that the effect of this Agreement may provide for payments provision is that no oral modifications of any nature whatsoever to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to or the contrary in such plans, and such plans Confidentiality Agreements shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing permitted. In addition, nothing in this Agreement or in the Confidentiality Agreements shall be construed as giving the Employee any right to be retained in the employ of the Company beyond the expiration of the Employment Term, and Employee specifically acknowledges that if Employee's employment by the Company continues beyond the expiration of the Employment Term, Employee shall be an employee-at-will of the Company, and thus subject to discharge at any time by the Company with or without cause and without compensation of any nature hereunder. (cb) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this AgreementAgreement or the Confidentiality Agreements or to create express or implied obligations of any nature to Employee. (dc) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegable in whole or in part by the CompanyEmployee.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s 's behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company. (c) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement. (d) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable in whole or in part by the Company.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements agreement (including the 1992 Agreement, the 1994 Agreement and the 1996 Understanding) and sets forth the entire understanding between among the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board board of directors of the Company and executed on the Company’s its behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans ; provided, however, that (including without limitation the AIP and Stock Plani) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Sections 3, 4 and 7 shall be in addition to, and not in limitation of, any other invention assignment, confidentiality or similar agreement between the Company and Employee, and (ii) the representations of Employee set forth in Section 1.2(b) of the Employment Agreement dated January 12, 1988 between the Company and Employee, Section 1.2(c) of the Employment Agreement dated February 14, 1990 between the Company and the Employee and Section 1.2(c) of the 1992 Agreement shall supersede any provisions to the contrary continue in such plansfull force and effect. Without limitation, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the CompanyCompany or as a consultant to the Company except as specifically provided herein during the Agreement Term. (cb) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this AgreementAgreement or to create express or implied obligations of any nature to Employee. (dc) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegable in whole or in part by the CompanyEmployee.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements and sets forth the entire understanding between among the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board of Directors of Employer and executed on the Company’s its behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plansWithout limitation, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of Employer beyond the Companyexpiration of the Employment Term, and Employee specifically acknowledges that, unless this Agreement is renewed in accordance with Section 1.2 hereof, he shall be an employee-at-will of Employer thereafter, and thus subject to discharge by Employer with or without cause and without compensation of any nature. (cb) The Employee acknowledges that from time to time, the Company Employer may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company Employer may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company Employer (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this AgreementAgreement or to create express or implied obligations of any nature to Employee. (dc) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegatable in whole or in part by the CompanyEmployee.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements agreements, letters or term sheets (including, but not limited to, Employee's Chief Executive Employment Agreement that became effective on January 28, 2002) and sets forth the entire understanding between among the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s its behalf by a duly authorized officerofficer(s). The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plansWithout limitation, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the CompanyCorporation beyond the expiration of the Employment Term, and Employee specifically acknowledges that he shall be subject to discharge by the Corporation pursuant to the terms and conditions of this Agreement. (cb) The Employee acknowledges that from time to time, the Company Corporation may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company Corporation may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company Corporation (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this AgreementAgreement or to create express or implied obligations of any nature to Employee. (dc) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegatable in whole or in part by the CompanyEmployee.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements (including the 1992 Agreement) and sets forth the entire understanding between among the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board board of directors of the Company and executed on the Company’s its behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans ; provided, however, that (including without limitation the AIP and Stock Plani) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Sections 3, 4 and 7 shall be in addition to, and not in limitation of, any other invention assignment, confidentiality or similar agreement between the Company and Employee, and (ii) the representations of Employee set forth in Section 1.2(b) of the Employment Agreement dated January 12, 1988 between the Company and Employee, Section 1.2(c) of the Employment Agreement dated February 14, 1990 between the Company and the Employee and section 1.2(c) of the 1992 Agreement shall supersede any provisions to the contrary continue in such plansfull force and effect. Without limitation, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company. (b) Nothing nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the CompanyCompany or as a consultant to the Company except as specifically provided herein during the Agreement Term. (cb) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this AgreementAgreement or to create express or implied obligations of any nature to Employee. (dc) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable or delegable in whole or in part by the CompanyEmployee.