Common use of Duties and Place of Employment Clause in Contracts

Duties and Place of Employment. (a) Employee shall perform all duties customarily performed by executives of publicly-held companies engaged in a business similar to Employer's business and who are employed in the same capacity as Employee pursuant to this Agreement. Employee shall devote his full business time during normal business hours to the business and affairs of Employer, use his best efforts to promote the interests of Employer and, use his best efforts to perform faithfully and efficiently responsibilities assigned to Employee hereunder. To the extent Employee has performed personal, civic or charitable activities or served on corporate boards or committees not significantly interfering with the performance of his responsibilities to Employer prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date of this Agreement shall not be deemed to interfere with the performance of Employee's responsibilities to the Company. It is expressly agreed that Employee's continuing service on any boards or committees with which he shall be connected, as a member or otherwise, as of the date of this Agreement, or any such service approved by Employer during the Term of this Agreement, shall, not be deemed to interfere with the performance of Employee's services to Employer pursuant to this paragraph (a). Employee shall report directly and only to the Board of Directors or an executive committee of the Board of Directors. Employee shall perform his duties, at Employer's principal executive offices which are currently located at 0000 X.X. 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, or such other location as shall be mutually agreed upon by Employee and Employer. Subject to the terms of this Agreement, Employee shall comply promptly and faithfully with Employer's reasonable instructions, directions, requests, rules and regulations. Employer shall not be deemed to have waived the right to require Employee to perform any duties hereunder by assigning Employee to any other duties or services. (b) After a Change of Control (as defined below) during the Term of this Agreement, Employee shall continue to serve Employer in the same capacity and have the same authority, responsibilities and status as he had as of the date immediately prior to the Change of Control. After a Change of Control, Employee's services shall be performed at the location where Employee was employed as of the date immediately prior to the Change of Control, or at such other location as may be mutually agreed between Employer and Employee. (c) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following four paragraphs: (1) any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer, representing twenty-five percent (25%) or more of the combined voting power of Employer's then outstanding securities; or (2) a majority of the directors elected at any annual or special meeting of stockholders are not individuals nominated by Employer's then incumbent Board; or (3) the shareholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Employer approve a plan of complete liquidation of Employer or an agreement for the sale or disposition by Employer of all or substantially all of its assets.

Duties and Place of Employment. (a) Employee shall be responsible for, and perform all duties customarily performed associated with his position as Vice President- Distribution and other duties as may be directed by executives of publicly-held companies engaged in a business similar the Employer, from time to Employer's business and who are employed in the same capacity as Employee pursuant to this Agreementtime. Employee shall shall: (i) devote his full business time during normal business hours to the business and affairs of Employer, ; (ii) use his best efforts to promote the interests of Employer and, use his best efforts to Employer; and (iii) perform faithfully and efficiently responsibilities assigned to Employee hereunder. To the extent Employee has performed personal, civic or charitable activities or served on corporate boards or committees not significantly interfering with the performance of his responsibilities to Employer prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date of this Agreement shall not be deemed to interfere with the performance of Employee's responsibilities to the Company. It is expressly agreed that Employee's continuing service on any boards or committees with which he shall be connected, as a member or otherwise, as of the date of this Agreement, or any such service approved by Employer during the Term of this Agreement, shall, not be deemed to interfere with the performance of Employee's services to Employer pursuant to this paragraph (a). Employee shall report directly and only to the Board of Directors or an executive committee of the Board of Directorsresponsibilities. Employee shall perform his duties, duties at the Employer's principal executive offices distribution center, which are is currently located at 0000 X.X. 00xx Xxxxxxin Wilmington, Xxxxxxxx, Xxxxxx 00000Ohio, or such other location locations as shall may be mutually agreed upon directed by Employee and EmployerEmployer from time to time. Subject to the terms of this Agreement, Employee shall comply promptly and faithfully with all of Employer's reasonable policies, instructions, directions, requests, rules and regulations. Employer shall not be deemed to have waived the right to require Employee to perform any duties hereunder by assigning Employee to any other duties or services. (b) After a Change of Control (as defined below) ), during the Term of this Agreement, Employee shall continue to serve Employer in the same capacity and have the same authority, responsibilities and status as he had as of the date immediately prior to the Change of Control. After a Change of Control, during the Term of this Agreement, Employee's services shall be performed at the location where Employee was employed as of the date immediately prior to the Change of Control, or at such other location as may be mutually agreed between Employer and Employee. (c) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following four paragraphs: (1) any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer, representing twenty-five percent (25%) or more of the combined voting power of Employer's then outstanding securities; or (2) a majority of the directors elected at any annual or special meeting of stockholders are not individuals nominated by Employer's then incumbent Board; or (3) the shareholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Employer approve a plan of complete liquidation of Employer or an agreement for the sale or disposition by Employer of all or substantially all of its assets.

Duties and Place of Employment. (a) Employee Executive shall be responsible for, and perform all duties customarily performed by executives of publicly-held companies engaged in a business similar to Employer's business and who are employed in the same capacity position of Vice President and Chief Financial Officer or other duties as Employee pursuant may be directed by the Company, from time to time. A position description is attached to this Agreement. Employee Agreement as Exhibit A. Executive shall (i) devote his full business time during normal business hours which shall include the time he reasonably and in good faith deems necessary to the business and bxxxxxxx xxx affairs of Employer, the Company; (ii) use his best efforts to promote the interests of Employer and, use his best efforts to the Company; (iii) perform faithfully and efficiently his responsibilities assigned and duties; and (iv) refrain from any professional business endeavor outside of his employment which interferes with his ability to Employee perform his obligations hereunder. To Executive shall perform the extent Employee has performed personal, civic or charitable activities or served on corporate boards or committees not significantly interfering with the performance majority of his responsibilities to Employer prior to the date of this Agreementduties in Portland, Oregon, provided, however, the continued conduct of such activities (or both parties understand that the conduct of activities similar in nature and scope thereto) subsequent position may require some travel to other locations as may be directed by the date of this Agreement shall not be deemed Company from time to interfere with the performance of Employee's responsibilities to the Company. It is expressly agreed that Employee's continuing service on any boards or committees with which he shall be connected, as a member or otherwise, as of the date of this Agreement, or any such service approved by Employer during the Term of this Agreement, shall, not be deemed to interfere with the performance of Employee's services to Employer pursuant to this paragraph (a). Employee shall report directly and only to the Board of Directors or an executive committee of the Board of Directors. Employee shall perform his duties, at Employer's principal executive offices which are currently located at 0000 X.X. 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, or such other location as shall be mutually agreed upon by Employee and Employertime. Subject to the tot he terms of this Agreement, Employee Executive shall comply promptly and faithfully with Employerall of the Company's reasonable policies, instructions, directions, requests, rules and regulations. Employer shall not be deemed to have waived the right to require Employee to perform any duties hereunder by assigning Employee to any other duties or services. (b) After a Change of Control (as defined below) during the Term of this Agreement, Employee Executive shall continue to serve Employer the Company in the same substantially similar capacity and have the same substantially similar authority, responsibilities and status as he had as of the date immediately prior to the Change of Control. After a Change of Control, EmployeeExecutive's services shall be performed at the location where Employee Executive was employed as of the date immediately prior to the Change of Control, or at such other location as may be mutually agreed between Employer the Company and EmployeeExecutive. (c) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following four three paragraphs: (1i) any Any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employerthe Company, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employerthe Company, representing twenty-five percent (25%) or more of the combined voting power of Employerthe Company's then outstanding securities; or (2ii) a A majority of the directors elected at any annual or special meeting of stockholders are not individuals nominated by Employerthe Company's then incumbent Board; or (3iii) the The shareholders of Employer the Company approve a merger or consolidation of Employer the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-seventy five percent (75%) of the combined voting power of the voting securities of Employer the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Employer the Company approve a plan of complete liquidation of Employer the Company or an agreement for the sale or disposition by Employer the Company of all or substantially all of its assets.

Duties and Place of Employment. (a) Employee shall be responsible for, and perform all duties customarily performed associated with his position as Vice President, Sales, and other duties as may be directed by executives of publicly-held companies engaged in a business similar the Employer, from time to Employer's business and who are employed in the same capacity as Employee pursuant to this Agreementtime. Employee shall shall: (i) devote his full business time during normal business hours to the business and affairs of Employer, ; (ii) use his best efforts to promote the interests of Employer and, use his best efforts to Employer; and (iii) perform faithfully and efficiently responsibilities assigned to Employee hereunder. To the extent Employee has performed personal, civic or charitable activities or served on corporate boards or committees not significantly interfering with the performance of his responsibilities to Employer prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date of this Agreement shall not be deemed to interfere with the performance of Employee's responsibilities to the Company. It is expressly agreed that Employee's continuing service on any boards or committees with which he shall be connected, as a member or otherwise, as of the date of this Agreement, or any such service approved by Employer during the Term of this Agreement, shall, not be deemed to interfere with the performance of Employee's services to Employer pursuant to this paragraph (a). Employee shall report directly and only to the Board of Directors or an executive committee of the Board of Directorsresponsibilities. Employee shall perform his duties, duties at the Employer's principal executive offices which are currently located at 0000 X.X. 00xx XxxxxxOne Airport Center, 7700 N.E. Ambassador Place,, Xxxxxxxx, Xxxxxx 00000, or such other location locations as shall may be mutually agreed upon directed by Employee and EmployerEmployer from time to time. Subject to the terms of this Agreement, Employee shall comply promptly and faithfully with all of Employer's reasonable policies, instructions, directions, requests, rules and regulations. Employer shall not be deemed to have waived the right to require Employee to perform any duties hereunder by assigning Employee to any other duties or services. (b) After a Change of Control (as defined below) ), during the Term of this Agreement, Employee shall continue to serve Employer in the same capacity and have the same authority, responsibilities and status as he had as of the date immediately prior to the Change of Control. After a Change of Control, during the Term of this Agreement, Employee's services shall be performed at the location where Employee was employed as of the date immediately prior to the Change of Control, or at such other location as may be mutually agreed between Employer and Employee. (c) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following four paragraphs: (1) any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer, representing twenty-five percent (25%) or more of the combined voting power of Employer's then outstanding securities; or or (2) a majority of the directors elected at any annual or special meeting of stockholders are not individuals nominated by Employer's then incumbent Board; or (3) the shareholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Employer approve a plan of complete liquidation of Employer or an agreement for the sale or disposition by Employer of all or substantially all of its assets.. 2. TERM AND TERMINATION

Duties and Place of Employment. (a) Employee shall be responsible for, and perform all duties customarily performed associated with his positions and other duties as may be directed by executives of publicly-held companies engaged in a business similar the Employer, from time to Employer's business and who are employed in the same capacity as Employee pursuant to this Agreementtime. Employee shall shall: (i) devote his full business time during normal business hours to the business and affairs of Employer, ; (ii) use his best efforts to promote the interests of Employer and, use his best efforts to Employer; and (iii) perform faithfully and efficiently responsibilities assigned to Employee hereunder. To the extent Employee has performed personal, civic or charitable activities or served on corporate boards or committees not significantly interfering with the performance of his responsibilities to Employer prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date of this Agreement shall not be deemed to interfere with the performance of Employee's responsibilities to the Company. It is expressly agreed that Employee's continuing service on any boards or committees with which he shall be connected, as a member or otherwise, as of the date of this Agreement, or any such service approved by Employer during the Term of this Agreement, shall, not be deemed to interfere with the performance of Employee's services to Employer pursuant to this paragraph (a). Employee shall report directly and only to the Board of Directors or an executive committee of the Board of Directorsresponsibilities. Employee shall perform his duties, duties at the Employer's principal executive offices which are currently located at 0000 X.X. 00xx XX Xxxxxxxxxx Xxxxx, Xxx Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxx 00000, or such other location locations as shall may be mutually agreed upon directed by Employee and EmployerEmployer from time to time. Subject to the terms of this Agreement, Employee shall comply promptly and faithfully with all of Employer's reasonable policies, instructions, directions, requests, rules and regulations. Employer shall not be deemed to have waived the right to require Employee to perform any duties hereunder by assigning Employee to any other duties or services. (b) After a Change of Control (as defined below) ), during the Term of this Agreement, Employee shall continue to serve Employer in the same capacity and have the same authority, responsibilities and status as he had as of the date immediately prior to the Change of Control. After a Change of Control, during the Term of this Agreement, Employee's services shall be performed at the location where Employee was employed as of the date immediately prior to the Change of Control, or at such other location as may be mutually agreed between Employer and Employee. (c) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following four three paragraphs: (1) any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer, representing twenty-five thirty percent (2530%) or more of the combined voting power of Employer's then outstanding securities; or (2) a majority of the directors elected at any annual or special meeting of stockholders stockholders' are not individuals nominated by Employer's then incumbent Board; or (3) the shareholders stockholders of Employer approve and there is consummated on or before the End Date (as defined below): a merger or consolidation of Employer with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five more than fifty percent (7550%) of the combined voting power of the voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Employer approve (ii) a plan of complete liquidation of Employer or (iii) an agreement for the sale or disposition by Employer of all or substantially all of its assets.

Duties and Place of Employment. (a) Employee shall be responsible for, and perform all duties customarily performed associated with his position as Vice President, Product Development, including title management so as to minimize risk and maximize profits, and other duties as may be directed by executives of publicly-held companies engaged in a business similar the Employer, from time to Employer's business and who are employed in the same capacity as Employee pursuant to this Agreementtime. Employee shall shall: (i) devote his full business time during normal business hours to the business and affairs of Employer, ; (ii) use his best efforts to promote the interests of Employer and, use his best efforts to Employer; and (iii) perform faithfully and efficiently responsibilities assigned to Employee hereunder. To the extent Employee has performed personal, civic or charitable activities or served on corporate boards or committees not significantly interfering with the performance of his responsibilities to Employer prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date of this Agreement shall not be deemed to interfere with the performance of Employee's responsibilities to the Company. It is expressly agreed that Employee's continuing service on any boards or committees with which he shall be connected, as a member or otherwise, as of the date of this Agreement, or any such service approved by Employer during the Term of this Agreement, shall, not be deemed to interfere with the performance of Employee's services to Employer pursuant to this paragraph (a). Employee shall report directly and only to the Board of Directors or an executive committee of the Board of Directorsresponsibilities. Employee shall perform his duties, duties at the Employer's principal executive offices which are currently located at 0000 X.X. 00xx XxxxxxOne Airport Center, 7700 N.E. Ambassador Place,, Xxxxxxxx, Xxxxxx 00000, or such other location locations as shall may be mutually agreed upon directed by Employee and EmployerEmployer from time to time. Subject to the terms of this Agreement, Employee shall comply promptly and faithfully with all of Employer's reasonable policies, instructions, directions, requests, rules and regulations. Employer shall not be deemed to have waived the right to require Employee to perform any duties hereunder by assigning Employee to any other duties or services. (b) After a Change of Control (as defined below) ), during the Term of this Agreement, Employee shall continue to serve Employer in the same capacity and have the same authority, responsibilities and status as he had as of the date immediately prior to the Change of Control. After a Change of Control, during the Term of this Agreement, Employee's services shall be performed at the location where Employee was employed as of the date immediately prior to the Change of Control, or at such other location as may be mutually agreed between Employer and Employee. (c) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following four paragraphs: (1) any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer, representing twenty-five percent (25%) or more of the combined voting power of Employer's then outstanding securities; or or (2) a majority of the directors elected at any annual or special meeting of stockholders are not individuals nominated by Employer's then incumbent Board; or (3) the shareholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Employer approve a plan of complete liquidation of Employer or an agreement for the sale or disposition by Employer of all or substantially all of its assets.. 2. TERM AND TERMINATION

Duties and Place of Employment. (a) Employee shall be responsible for, and perform all duties customarily performed by executives of publicly-held companies engaged in a business similar to Employer's business and who are employed in the same capacity position of Vice President, Customer Relations or other duties as Employee pursuant may be directed by the Employer, from time to this Agreementtime. Employee shall shall: (i) devote his full business time during normal business hours which shall include the time he reasonably and in good faith deems necessary to the business and xxxxxxxx xxd affairs of Employer, ; (ii) use his best efforts to promote the interests of Employer and, use his best efforts to Employer; (iii) perform faithfully and efficiently his responsibilities assigned to Employee hereunder. To the extent Employee has performed personal, civic or charitable activities or served on corporate boards or committees not significantly interfering with the performance and duties; and (iv) refrain from any endeavor outside of his responsibilities employment which interferes with his ability to Employer prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date of this Agreement shall not be deemed to interfere with the performance of Employee's responsibilities to the Company. It is expressly agreed that Employee's continuing service on any boards or committees with which he shall be connected, as a member or otherwise, as of the date of this Agreement, or any such service approved by Employer during the Term of this Agreement, shall, not be deemed to interfere with the performance of Employee's services to Employer pursuant to this paragraph (a). Employee shall report directly and only to the Board of Directors or an executive committee of the Board of Directorsperform his obligations hereunder. Employee shall perform the majority of his dutiesduties in Portland, at Employer's principal executive offices which are currently located at 0000 X.X. 00xx XxxxxxOregon, Xxxxxxxxprovided, Xxxxxx 00000however, or such that both parties understand that the position may require frequent travel to other location locations as shall may be mutually agreed upon directed by Employee and EmployerEmployer from time to time. Subject to the terms of this Agreement, Employee shall comply promptly and faithfully with all of Employer's reasonable policies, instructions, directions, requests, rules and regulations. Employer shall not be deemed to have waived the right to require Employee to perform any duties hereunder by assigning Employee to any other duties or services. (b) After a Change of Control (as defined below) during the Term of this Agreement, Employee shall continue to serve Employer in the same substantially similar capacity and have the same substantially similar authority, responsibilities and status as he had as of the date immediately prior to the Change of Control. After a Change of Control, Employee's services shall be performed at the location where Employee was employed as of the date immediately prior to the Change of Control, or at such other location as may be mutually agreed between Employer and Employee. (c) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following four three paragraphs: (1i) any Any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer, representing twenty-five percent (25%) or more of the combined voting power of Employer's then outstanding securities; or (2ii) a A majority of the directors elected at any annual or special meeting of stockholders are not individuals nominated by Employer's then incumbent Board; or (3iii) the The shareholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Employer approve a plan of complete liquidation of Employer or an agreement for the sale or disposition by Employer of all or substantially all of its assets.