Common use of Successor to the Company Clause in Contracts

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this Agreement, “Company” shall mean the Company as herein before defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, a majority of the voting securities of which is then owned by the Company, “Company” as used in Section 3, 4, 12 and 13 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreement. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCompany (“Successor or Assign”), by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this AgreementAgreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company as herein before hereinbefore defined and any successor Successor or assign Assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawCompany. If at any time during the term of this Agreement the Executive is employed by any corporation, corporation a majority of the voting securities of which is then owned by the Company, “Company” as used in Section Sections 3, 4, 12 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreementhereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other the designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, Company by agreement in form and substance reasonably satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment for Good Reason. As used in this Agreement, “"Company” " shall mean the Company as herein before hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, a majority of the voting securities Voting Securities of which is then owned by the Company, “or other entity of which a majority of the Voting Securities is owned by the Company” , "Company" as used in Section 3, Sections 4, 12 5, 13 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreement5 hereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCompany (“Successor or Assign”), by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this AgreementAgreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company as herein before hereinbefore defined and any successor Successor or assign Assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawCompany. If at any time during the term of this Agreement the Executive is employed by any corporation, Company a majority of the voting securities of which is then owned by the Company, “Company” as used in Section Sections 3, 4, 12 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreementhereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other the designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyBancorp or the Company or any other Employer Corporation that employs the Executive, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this Agreement, “Company” shall mean the Company as herein before hereinbefore defined and any successor or assign assignee to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, corporation a majority or all of the voting securities of which is then owned by the Bancorp or the Company, “Company” as used in Section Sections 3, 4, 11 and 12 and 13 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreementhereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or in the event of a Spin-Off that may affect the Executive's employment with the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment for Good Reason. As used in this Agreement, “"Company” " shall mean the Company as herein before hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, a majority of the voting securities Voting Securities of which is then owned by the Company, “or other entity of which a majority of the Voting Securities is owned by the Company” , "Company" as used in Section 3, Sections 4, 12 5, 13 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreement5 hereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCompany (“Successor or Assign”), by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this AgreementAgreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company as herein before hereinbefore defined and any successor Successor or assign Assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawCompany. If at any time during the term of this Agreement the Executive is employed by any corporation, Company a majority of the voting securities of which is then owned by the Company, “Company” as used in Section Sections 3, 4, 12 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreementhereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other the designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCompany (“Successor or Assign”), by agreement in form and substance reasonably satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this AgreementAgreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company as herein before hereinbefore defined and any successor Successor or assign Assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawCompany. If at any time during the term of this Agreement the Executive is employed by any corporationCompany, a majority of the voting securities of which is then owned by the Company, “Company” as used in Section Sections 3, 4, 12 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreementhereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other the designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor to or assign assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to of all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume the obligations under, and agree to perform perform, this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this Agreement, “"Company” " shall mean the Company as herein before hereinbefore defined and any successor or assign to assignee of its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during Except under the term of conditions set forth in this Agreement the Executive is employed by any corporationsection, a majority of the voting securities of which is then owned by the Company, “Company” as used in Section 3, 4, 12 and 13 hereof shall in addition include such employer. In such event, neither the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the nor Executive pursuant to Section 4 of may assign this Agreement. (b) . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Executive’s 's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s 's devisee, legatee, or other designee or, if there be no such designee, to the Executive’s 's estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment for Good Reason. As used in this Agreement, “"Company” " shall mean the Company as herein before hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, corporation a majority of the voting securities of which is then owned by the Company, “"Company” " as used in Section 3, 4, 12 and 13 hereof this Agreement shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreement3 hereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s 's devisee, legatee, or other designee or, if there be no such designee, to the Executive’s 's estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance substance, satisfactory to the ExecutiveConsultant, expressly, absolutely and unconditionally to assume and agree to perform this Agreement and the Consulting Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this the Consulting Agreement and in such case the Consultant shall entitle have the Executive right to terminate the Executive’s employment his consultancy for Good ReasonReason and become fully entitled to the benefits of Section 10 of the Consulting Agreement. As used in this Agreement, “Company” shall mean the Company as herein before hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 3 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, a majority of the voting securities of which is then owned by the Company, “Company” as used in Section 3, 4, 12 and 13 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreement. (b) This Agreement shall inure to the benefit of and be enforceable by the ExecutiveConsultant’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive Consultant should die while any amounts are still payable to him the Consultant hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the ExecutiveConsultant’s devisee, legatee, or other designee or, if there be no such designee, to the ExecutiveConsultant’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCompany (“Successor or Assign”), by agreement in form and substance reasonably satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this AgreementAgreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company as herein before hereinbefore defined and any successor Successor or assign Assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawCompany. If at any time during the term of this Agreement the Executive is employed by any corporationCompany, a 4837-2534-9826.4 majority of the voting securities of which is then owned by the Company, “Company” as used in Section Sections 3, 4, 12 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreementhereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other the designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will shall require any successor or assign assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform (including an assumption by operation of law) all the Company's obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Upon such assumption, such successor or assignee shall be bound by the provisions of this Agreement as if it were the Company and, thereupon, the term "Company", as used herein, shall be deemed to include such successor or assignee. Any failure of the Company such successor or assignee to obtain assume such agreement obligations prior to the effectiveness of any such succession or assignment shall be deemed a material breach of this Agreement by the Company and shall entitle the Executive Employee to terminate the Executive’s Employee's employment voluntarily for Good Reason. As used , as provided in this Agreement, “Company” shall mean the Company as herein before defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. 3(f). (b) If at any time during the term of this Agreement the Executive Employee is employed by a subsidiary of the Company (including any corporation, company a majority of the voting securities of which is then owned owned, directly or indirectly, by the Company), “the term "Company” " as used in Section 3, 4, 12 Sections 3 and 13 hereof shall in addition 4 will include such employer. In such event, employer and the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive Employee pursuant to Section 4 of this Agreement4. (bc) This The rights of Employee under this Agreement are personal to Employee and may not be assigned by Employee. However, such rights shall inure to the benefit of of, and this Agreement shall be enforceable by the Executive’s by, Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive Employee should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Employee's devisee, legatee, or other designee designee, or, if there be is no such designee, to the Executive’s Employee's estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment for Good Reason. As used in this Agreement, “"Company” " shall mean the Company as herein before defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, corporation a majority of the voting securities of which is then owned by the Company, “"Company” " as used in Section 3, 4, 11 and 12 and 13 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreementhereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s 's devisee, legatee, or other designee or, if there be no such designee, to the Executive’s 's estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCompany (“Successor or Assign”), by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this AgreementAgreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company as herein before hereinbefore defined and any successor Successor or assign Assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawCompany. If at any time during the term of this Agreement the Executive is employed by any corporation, Company a majority of the voting securities of which is then owned by the Company, “Company” as used in Section 3Sections3, 4, 12 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this AgreementSection4 hereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other the designee or, if there be no such designee, to the Executive’s estate.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCompany (“Successor or Assign”), by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this AgreementAgreement (except for purposes of defining “Change in Control” in Section 2), “Company” shall mean the Company as herein before hereinbefore defined and any successor Successor or assign Assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawCompany. If at any time during the term of this Agreement the Executive is employed by any corporation, Company a majority of the voting securities of which is then owned by the Company, “Company” as used in Section Sections 3, 4, 12 and 13 14 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreement. hereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other the designee or, if there be no such designee, to the Executive’s estate. 8.

Successor to the Company. (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had not taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment for Good Reason. As used in this Agreement, “"Company” " shall mean the Company as herein before hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation, corporation a majority of the voting securities of which is then owned by the Company, “"Company” " as used in Section Sections 3, 4, 12 4 and 13 11 hereof shall in addition include such employer. In such event, the Company agrees that it shall pay or shall cause such employer to pay any amounts owed to the Executive pursuant to Section 4 of this Agreement. hereof. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, 's legatee, or other designee or, if there be no such designee, to the Executive’s 's estate. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives or attorney-in-fact, executors or administrators, heirs, distributees and legatees.