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

Contents of Agreement; Amendment and Assignment. (a) This Agreement 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 approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard. (b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 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 Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard 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 SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

Contents of Agreement; Amendment and Assignment. (a) This Agreement 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 approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard or Employer that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard. (b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 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 Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard 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 SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

Contents of Agreement; Amendment and Assignment. (a) This Agreement 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 and canshall not be changed, modified, extended modified or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement K-Tron and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGardEmployee. (b) Employee acknowledges that from time to time, K-Tron and other members of the 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 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 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. (c) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal personal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement the Employee hereunder are of a personal nature and shall not be assignable or delegatable delegable in whole or in part by Executivethe Employee. SunGard 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 SunGardK-Tron, or by agreement in form and substance satisfactory to the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such successionEmployee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard that K-Tron would be required to perform if no such succession had taken place.

Contents of Agreement; Amendment and Assignment. (a) 12.1 This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof hereof, including employment, termination and severance. This Agreement supersedes any and all employment agreements, offer letters and other documents otherwise relating to the subject matter hereof; provided, however, that this Agreement shall not in any way replace or supersede any equity agreements or any written agreements, contractual terms or existing duties regarding confidentiality, works and ideas, intellectual property, non-solicitation or non-competition. This Agreement cannot be changed, modified, extended or terminated except upon written amendment approved by the Board Executive’s supervisor and executed on its behalf of SunGard by a duly authorized officer (other than Executive) of SunGard and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard. (b) 12.2 All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, 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 Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform SunGard’s obligations under this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession or assignment had taken place. In the event of a spinoff, sale or other transaction, or a reorganization, with respect to one or more businesses of the Company, SunGard may assign all of its rights and obligations under this Agreement to the entity that controls such businesses after the spinoff, sale or other transaction, or reorganization, and SunGard may determine that after such assignment all references in this Agreement to “SunGard” shall be deemed to refer to or include the entity that controls such businesses.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements to the contrary 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 its the Corporation's behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGardofficer. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Corporation. (c) Employee agrees to keep all non-public information regarding the terms and conditions of this Agreement completely confidential and, unless previously disclosed or required to disclose by law or court order, or necessary for the enforcement of the Agreement, Employee will not disclose any such information concerning this Agreement to anyone (other than Employee's immediate family, attorneys, and tax advisors, if any, all of whom shall be informed of and bound by this confidentiality provision); (d) The Employee acknowledges that from time to time, the Corporation may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Corporation may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements of any nature by or on behalf of the 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 Agreement. (e) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, 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 Executive under this Agreement are of a personal nature the Employee and the Corporation hereunder shall not be assignable or delegatable in whole or in part by Executive. SunGard 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 SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken placeCorporation.

Contents of Agreement; Amendment and Assignment. (a) 12.1 This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof hereof, including employment, termination and severance. Unless otherwise specified in this Agreement, this Agreement supersedes any and all employment agreements, offer letters and other documents otherwise relating to the subject matter hereof; provided, however, that this Agreement shall not in any way replace or supersede any equity agreements or any written agreements, contractual terms or existing duties regarding confidentiality, works and ideas, intellectual property, non-solicitation or non-competition. This Agreement cannot be changed, modified, extended or terminated except upon written amendment approved by the Board Executive’s supervisor and executed on its behalf of SunGard by a duly authorized officer (other than Executive) of SunGard and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard. (b) 12.2 All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, 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 Executive under this Agreement are of a personal nature and shall not be assignable or delegatable delegable in whole or in part by Executive. SunGard The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform SunGard’s obligations under this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession or assignment had taken place. In the event of a spinoff, sale or other transaction, or a reorganization, with respect to one or more businesses of the Company, SunGard may assign all of its rights and obligations under this Agreement to the entity that controls such businesses after the spinoff, sale or other transaction, or reorganization, and SunGard may determine that after such assignment all references in this Agreement to “SunGard” shall be deemed to refer to or include the entity that controls such businesses.

Contents of Agreement; Amendment and Assignment. (a) This Agreement 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 and canshall not be changed, modified, extended modified or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement K-Tron and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGardEmployee. (b) Employee acknowledges that from time to time K-Tron and other members of the 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 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 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. (c) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal personal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement the Employee hereunder are of a personal nature and shall not be assignable or delegatable delegable in whole or in part by Executivethe Employee. SunGard 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 SunGardK-Tron, or by agreement in form and substance satisfactory to the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such successionEmployee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard that K-Tron would be required to perform if no such succession had taken place.

Contents of Agreement; Amendment and Assignment. (a) 12.1 This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof hereof, including employment, termination and severance. This Agreement supersedes any and all employment agreements, offer letters and other documents otherwise relating to the subject matter hereof; provided, however, that this Agreement shall not in any way replace or supersede any equity agreements or any written agreements, contractual terms or existing duties regarding confidentiality, works and ideas, intellectual property, non-solicitation or non-competition. This Agreement cannot be changed, modified, extended or terminated except upon written amendment approved by the Board Executive’s supervisor and executed on its behalf of SunGard by a duly authorized officer (other than Executive) of SunGard and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard. (b) 12.2 All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, 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 Executive under this Agreement are of a personal nature and shall not be assignable or delegatable delegable in whole or in part by Executive. SunGard The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform SunGard’s obligations under this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession or assignment had taken place. In the event of a spinoff, sale or other transaction, or a reorganization, with respect to one or more businesses of the Company, SunGard may assign all of its rights and obligations under this Agreement to the entity that controls such businesses after the spinoff, sale or other transaction, or reorganization, and SunGard may determine that after such assignment all references in this Agreement to “SunGard” shall be deemed to refer to or include the entity that controls such businesses.

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 approved by the Board of Directors of Employer and executed on its behalf by a duly authorized officer (other than Executive) officer. Without limitation, nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of Employer beyond the expiration 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 Executive. This Agreement supersedes the provisions Employer with or without cause and without compensation of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGardnature. (b) Employee acknowledges that from time to time, Employer may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of Employer may make written or oral statements relating to personnel policies and procedures. Such manuals handbooks and statements are intended only of general guidance. No policies, procedures or statements of any nature by or on behalf of 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 Agreement or to create express or implied obligations of any nature to Employee. (c) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, 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 Executive under this Agreement Employee hereunder are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard 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 SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken placeEmployee.

Contents of Agreement; Amendment and Assignment. (a) 11.1. 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 approved by the Board of Directors of Employer and executed on its behalf by a duly authorized officer officer. Without limitation, nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of Employer beyond the expiration 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. 11.2. Employee acknowledges that from time to time, Employer may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of 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 Employer (other than Executive) whether written or oral, and by Executivewhether 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 or to create express or implied obligations of any nature to Employee. 11.3. This Agreement supersedes Subject to the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreementparagraph 1.7 above, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard. (b) All all of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, 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 Executive under this Agreement Employee hereunder are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard 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 SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken placeEmployee.