Common use of Successors; Binding Agreement Clause in Contracts

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he Employee would be entitled to hereunder if he the Company had terminated his Employee’s employment for Good Reasonwithout Cause after a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such an assumption and agreement of this Agreement prior to or simultaneously with the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder under this Agreement if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as herein before previously defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) 7.1. The Company will require any successor (successor, 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 expressly to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that as the Company would be have been required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he the Employee would be entitled to hereunder if he the Employee terminated his the Employee's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 7.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will require any successor (successor, 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 expressly to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that as the Company would be have been required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he Employee would be entitled to hereunder if he Employee terminated his Employee's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he Employee would be entitled to hereunder if he the Company had terminated his Employee’s employment for Good Reasonwithout Cause at any time or after a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwiseother combination other than a sale of assets) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle constitute Good Reason for termination by the Executive to compensation from of his employment, and, if a Change in Control shall have occurred, the Company in the same amount and on the same terms as he would Executive shall be entitled to hereunder if he terminated his employment for Good Reasonthe benefits set forth in Section 5 of this Agreement, except that for purposes of implementing the foregoing, the date on date. On which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, the "Company" shall mean the Company as herein before defined hereinbefore defined, and any successor and assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he terminated his employment for Good Reasonsuch succession had not occurred, except that for purposes of implementing implementating the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he the Executive would be entitled to hereunder if he the Executive had terminated his the Executive's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he Executive would be entitled to hereunder if he terminated Executive terminates his employment voluntarily for Good ReasonReason following a Change in Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (ai) The Company will require any successor (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 Executiveyou, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he you terminated his your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) 7.1 The Company will require any successor (successor, 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 expressly to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that as the Company would be have been required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he the Employee would be entitled to hereunder if he the Employee terminated his the Employee's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCOMPANY" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.in

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he Executive would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 paragraph 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwiseother-wise) to all or substantially all of the business and/or or assets of the Company, by agreement in form and substance satisfactory to the Executive, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation and benefits from the Company in the same amount and on the same terms as he to which the Executive would be entitled to hereunder if he the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.. 38

Successors; Binding Agreement. (ai) The Company will require any successor (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 Executiveyou, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he you terminated his your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business business, and/or assets assets, as aforesaid which that executes and delivers the agreement provided for in this Section 5 7 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, 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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to terminate your employment and to receive compensation from the Company in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his you terminate your employment for Good ReasonReason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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 Executiveyou, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall shall, if such failure occurs subsequent to a change in control of the Company, constitute an event of Constructive Termination and entitle the Executive you to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reasonaccordance with Section 4 hereof, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would could be required to perform it this Agreement if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he to which Employee would be entitled to hereunder if he Employee terminated his employment for Good ReasonReason following a Change in Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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 ExecutiveEmployee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will shall require any ----------------------------- successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to terminate his employment and receive compensation from the Company in the same amount and on the same terms as he to which Employee would be entitled to hereunder if he Employee terminated his employment for Good ReasonReason or Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this AgreementWhere the context requires, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he the Employee would be entitled to hereunder if he terminated his employment for Good ReasonReason following a Reorganization Event of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly 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 this Agreement if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to or on the effectiveness effective date of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to receive hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid aforesaid, which successor executes and delivers the agreement provided for in this Section 5 15 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he she would be entitled to hereunder if he she terminated his her employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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 Executiveyou, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and, if such failure occurs subsequent to a change in control of the Company, shall constitute an event of Constructive Termination and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reasonaccordance with Section 4 hereof, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 11 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he terminated his you terminate your employment voluntarily for Good ReasonReason following a Change in Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if of he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinafter defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 11 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will require any successor (whether direct or indirect, by purchase, merger, share exchange, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory Company to the Executive, to assume expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he terminated his you terminate your employment for Good ReasonReason following a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agrees to perform this agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwiseother combination other than a sale of assets) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle constitute Good Reason for termination by the Executive to compensation from of his employment, and, if a Change in Control shall have occurred, the Company in the same amount and on the same terms as he would Executive shall be entitled to hereunder if he terminated his employment for Good Reasonthe benefits set forth in Section 5 of this Agreement, except that for purposes of implementing the foregoing, the date on date. On which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, the "Company" shall mean the Company as herein before defined hereinbefore defined, and any successor and assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.as

Successors; Binding Agreement. (ai) The Company will require any successor (successor, 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 reasonably satisfactory to the ExecutiveEmployee, expressly to expressly assume and agree to perform this Agreement in the same manner and to the same extent that as the Company would be have been required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation payment from the Company in the same amount and on the same terms as he Employee would be entitled to hereunder if he Employee had terminated his Employee’s employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will Corporation shall require any successor (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, Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to terminate your employment and to receive compensation from the Company Corporation in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his you terminate your employment for Good ReasonReason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this AgreementWhere the context requires, "CompanyCorporation" shall mean the Company Corporation as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will Corporation shall require any successor (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, Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to terminate your employment and receive compensation from the Company Corporation in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his you terminate your employment for Good ReasonReason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this AgreementUnless expressly provided otherwise, "CompanyCorporation" as used herein shall mean the Company Corporation as herein before defined in this Agreement and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawaforesaid.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he the Executive would be entitled to hereunder if he the Executive had terminated his the Executive's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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 reasonably satisfactory to the ExecutiveEmployee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he had terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid aforesaid, and shall also include any Acquirer as defined in Section 7(e), which executes and delivers the agreement provided for in this Section 5 9 (or Section 7(e), if applicable) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this the Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this the Agreement, "Company" shall mean the Company as herein before previously defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 paragraph 15 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder here- under if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "CompanyAgreement,"Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will require any successor (whether direct or indirect, by purchase, merger, share exchange, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory Company to the Executive, to assume expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he terminated his you terminate your employment for Good ReasonReason following a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agrees to perform this agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will shall require any ----------------------------- successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he Employee would be entitled to hereunder if he the Company had terminated his Employee's employment for Good Reasonwithout Cause after a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 19 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 9, or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 11 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he Employee would be entitled to hereunder if he the Company had terminated his Employee’s employment for Good Reasonwithout Cause, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the ExecutiveExecutive Chairman, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Chairman to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 10 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company and benefits and other rights in the same amount and on the same terms as he would be entitled to hereunder if he had terminated his employment for Good ReasonReason immediately after a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before defined above and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 15 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he Executive would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 paragraph 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinafter defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 11 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good ReasonReason following a change in control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCorporation, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company Corporation in the same amount and on the same terms as he Executive would be entitled to hereunder if he Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this the Agreement, "CompanyCorporation" shall mean the Company Corporation as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement Agreement provided for in this Section 5 paragraph 7 or which otherwise becomes bound by all the other terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he the Executive would be entitled to hereunder if he the Executive's employment terminated his employment for Good Reasonin accordance with Section 7(b) hereof, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 9 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company and benefits and other rights in the same amount and on the same terms as he would be entitled to hereunder if he had terminated his employment for Good ReasonReason immediately after a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before defined above and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 15 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation 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, to assume expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he this Agreement were terminated his employment for Good Reasonpursuant Section 8(d), above, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 9 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will shall require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to terminate your employment and receive compensation from the Company in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his you terminate your employment for Good ReasonReason following a Change in Control, except that for purposes of 9 implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this AgreementWhere the context requires, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require that any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be constitute a breach of this Agreement and Agreement, which breach shall entitle the Executive you to receive compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he you terminated his your employment for Good ReasonReason following a Change in Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, Agreement "Company" shall mean the Company as herein before hereinabove defined and any successor to all or substantially all of its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement in writing, by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he the Executive would be entitled to hereunder if he the Company terminated his employment for Good Reasonwithout Cause following a Reorganization Event of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (ai) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation all benefits under Section 4(iii) from the Company in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his employment for Good Reasonthereunder, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law., or otherwise. [Executive’s Name] , 20

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly 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 this Agreement if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to a date that is on or before the effectiveness date of any such succession the Change of Control shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to receive hereunder if he terminated were to terminate his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession Change of Control becomes effective shall be deemed the date of terminationTermination Date. As used in this Agreement, "Company" shall mean the Company as herein before previously defined and any successor to its business and/or assets as aforesaid aforesaid, which successor executes and delivers the agreement provided for in this Section 5 9 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCorporation, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it this Agreement if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to a date that is on or before the effectiveness date of any such succession the Change of Control shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company Corporation in the same amount and on the same terms as he she would be entitled to receive hereunder if he terminated were to terminate his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession Change of Control becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCorporation" shall mean the Company Corporation as herein before previously defined and any successor to its business and/or assets as aforesaid aforesaid, which successor executes and delivers the agreement provided for in this Section 5 3 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) A. The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he the Employee would be entitled to hereunder if he the Employee terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 9 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the Company, by agreement in form and substance satisfactory to the Executive, company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation and benefits from the Company in the same amount and on the same terms as he to which the Executive would be entitled to hereunder if he the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from under section 7 above and to put shares to the Company pursuant to section 8 above, in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment were terminated by the Company other than for Good ReasonDisability or Cause, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. . (b) As used in this Agreement, the "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the an agreement provided for in this Section 5 section 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company Corporation will require any successor (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, Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company Corporation in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his you terminate your employment for Good Reasonon account of Constructive Termination following a Change in Control of the Corporation, except that for the purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCorporation" shall mean the Company Corporation as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (ai) The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation all benefits under Section 4(iii) from the Company in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his employment for Good Reasonthereunder, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) Company’s Successors. The Company will require any successor (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, Company to expressly assume and agree to perform this Restated Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Restated Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Restated Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 11 or which otherwise becomes bound by all the terms and provisions of this Restated Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor ----------------------------- (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 reasonably satisfactory to the Executiveyou, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to all compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he you had terminated his your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" Company shall mean the Company as defined herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will Corporation shall require any successor (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, Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to terminate your employment and to receive compensation from the Company Corporation in the same amount and on the same terms as he to which you would be entitled to hereunder if he terminated his you terminate your employment for Good ReasonReason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this AgreementWhere the context requires, "Company" “Corporation” shall mean the Company Corporation as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this the Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this the Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or or assets of the Company, by agreement in form and substance satisfactory to the Executive, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company or its successor in the same amount and on the same terms as he or she would be entitled to hereunder if he terminated or she terminates his or her employment for Good ReasonReason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCOMPANY" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ As of November 20, 2018 (ai) The Company will require any successor (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 Executiveyou, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he you terminated his your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "“Company" ” shall mean the Company as herein before hereinbefore defined and any successor to its business business, and/or assets assets, as aforesaid which that executes and delivers the agreement provided for in this Section 5 7 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (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, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCorporation, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it this Agreement if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to a date that is on or before the effectiveness date of any such succession the Change of Control shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company Corporation in the same amount and on the same terms as he would be entitled to receive hereunder if he terminated were to terminate his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession Change of Control becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCorporation" shall mean the Company Corporation as herein before previously defined and any successor to its business and/or assets as aforesaid aforesaid, which successor executes and delivers the agreement provided for in this Section 5 3 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will require any successor (successor, 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 expressly to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that as the Company would be have been required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to compensation from the Company in the same amount and on the same terms as he the Employee would be entitled to hereunder if he the Employee terminated his the Employee's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCOMPANY" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 7.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) COMPANY'S SUCCESSORS The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he the Venture had terminated his employment other than for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of terminationCause. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will require any successor (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 Executiveyou, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive you to compensation from the Company in the same amount and on the same terms as he you would be entitled to hereunder if he you terminated his your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The Company will shall require any successor (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 reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which that executes and delivers the agreement provided for in this Section 5 paragraph 16 or which that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) The 11.5.1 Each of the Company will and Vertex shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the its business and/or or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company it would be required to perform it if no such succession had taken place. Failure of the Company or Vertex to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company Company, Vertex or their respective successors in the same amount and on the same terms as he would be entitled to hereunder if he terminated his terminates employment for Good ReasonReason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "Company" and "Vertex" shall mean the Company and Vertex, respectively, as herein before hereinbefore defined and any successor to its business and/or or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.

Successors; Binding Agreement. (ai) The Company Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the CompanyCorporation, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken place. Failure of the Company Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCorporation" shall mean the Company Corporation as herein before defined above and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 paragraph 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (a) COMPANY'S SUCCESSORS. The Company will require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he the Company had terminated his employment other than for Good ReasonCause, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this Agreement, "CompanyCOMPANY" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successors; Binding Agreement. (ai) The Company will shall require any successor (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, Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Employee to terminate his employment and receive compensation from the Company in the same amount and on the same terms as he to which Employee would be entitled to hereunder if he Employee terminated his employment for Good ReasonReason or Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date Date of terminationTermination. As used in this AgreementWhere the context requires, "Company" shall mean the Company as herein before hereinbefore defined and any successor to its business and/or assets as aforesaid which executes assumes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of agrees to perform this Agreement by operation of law, or otherwise.