Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to

Assignment; Successors and Assigns.Assigns, etc. Neither theEmployer nor Executive nor the Company may make any assignment of this Agreement or any interest in it,herein, by operation of law or otherwise, without the prior written consent of the other;other party; provided, however, that the CompanyEmployer may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliate or to any person or entity with whomof Executive in the Companyevent that Employer shall hereafter effect a reorganizationreorganization, consolidate with or consolidation,merge into which the Company mergesany other Person (as defined in section 10), or to whom it transferstransfer all or substantially all of its properties or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitledassets to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction.other Person. This Agreement shall inure to the benefit of and be binding upon the ExecutiveEmployer and the Company, and each of the Executive’s and the Company’sExecutive, their respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the CompanyEmployer of all payments due to the Executivehim under this Agreement, the CompanyEmployer shall continue such payments to the Executive’s beneficiary designated in writing to Employer prior to his death (or to his estate, if he fails to make such designation).

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consentThe rights of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement)may, without the Executive’s consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any affiliateperson, firm, corporation or toother business entity which at any persontime, whether by purchase, merger or entity with whom the Company shall hereafter effect a reorganizationotherwise, directly or consolidation, into which the Company merges or to whom it transfersindirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to 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; provided, however, that no such assumption shall relieve the Company of its properties or assets;obligations hereunder; provided, furtherfurther, that if the Executive remains employed or becomes employed by the Company, the purchaser or anyfailure of their affiliates in connection with any such transaction, then thesuccessor to so assume this Agreement shall constitute a material breach of this Agreement. Executive shall not be entitled tosell, transfer, assign, pledge, or hypothecate any payments, benefitsof Executive’s rights or vesting pursuant to Section 5 or pursuant to Section 6 ofobligations under this Agreement solelyAgreement, as a result of such transaction.applicable. Executive shall not borrow against Executive’s interest in this Agreement. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of theenforceable by Executive’s and the Company’s respective successors,personal or legal representatives, executors, administrators, heirssuccessors, heirs, distributees, devisees and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing tolegatees.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that theThe Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliateof its affiliates or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges orsuccessor to whom it transfers all or substantially all of its propertiesthe business or assets; provided, further that if the Executive remains employedassets of the Company (by merger or becomes employed by the Company, the purchaserotherwise), and may assign or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 ofencumber this Agreement solelyand its rights hereunder as a resultsecurity for indebtedness of such transaction.the Company and its affiliates. This Agreement shall be binding upon and inure to the benefit of and be binding upon the Company, Executive and the Company,their respective successors, assigns, personal and eachlegal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of the Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law. Notwithstanding the foregoing, Executive shall be entitled, to the extent permitted under applicable law and the Company’s respective successors, executors, administrators, heirsapplicable Company Arrangements, to select and permitted assigns. In the event of thechange a beneficiary or beneficiaries to receive compensation hereunder following Executive’s death after the Executive’s termination of employment but priorby giving written notice thereof to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing toCompany.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction.Successors. This Agreement shall inure to the benefit of the Company and its successors and assigns, as applicable and to the benefit of Executive’s personal or legal representatives, executors, administrators or heirs. If the Company shall merge or consolidate with or into, or transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding uponon, and run to the benefit of, the successor of the Company resulting from such merger, consolidation, or transfer. The Executive andshall not assign, pledge, or encumber his interest in this Agreement, or any part thereof, without the prior written consent of the Company, and each of the Executive’sany such attempt to assign, pledge or encumber any interest in this Agreement shall be null and the Company’s respective successors, executors, administrators, heirsvoid and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to have no effect whatsoever.

Assignment; SuccessorsAssignment. Except as otherwise provided herein, this Agreement shall bind and Assigns. Neitherinure to the Executive norbenefit of and be enforceable by Executive, each member of the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other;Group and their respective successors and assigns; provided, however, that the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’sany such further consent of Executive to any affiliate orsuccessor in interest to any person or entity with whomthe Company including in the event that the Company shall hereafter effect a reorganizationreorganization, consolidate with or consolidation,merge into which the Company mergesany other corporation, limited liability company, partnership, organization or to whom it transfersother entity, or transfer all or substantially all of its properties or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitledassets to any payments, benefitsother corporation, limited liability company, partnership, organization or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. This Agreement shall inureother entity, in which event all references to the benefit of and“Company” shall be binding upondeemed to mean the Executive and the Company, and eachassignee or a designated affiliate of the Executive’sassignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and the Company’s respective successors, executors, administrators, heirsfurther acknowledges and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prioragrees that no further consent by Executive is necessary to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continuemake such payments to the Executive’s beneficiary designated in writing toassignment.

Assignment; SuccessorsAssignment and Assigns. NeitherSuccessors. This Agreement is personal in its nature and none of the Executive norparties hereto shall, without the Company may make any assignmentconsent of the others, assign or transfer this Agreement or any interest in it, by operation of lawrights or otherwise, without the prior written consent of the other;obligations hereunder; provided, however, that in the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliateevent of a merger, consolidation, or to any persontransfer or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transferssale of all or substantially all of its propertiesthe assets of the Company with or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefitsother individual(s) or vesting pursuant to Section 5 or pursuant to Section 6 ofentity, this Agreement solely as a result of such transaction. This Agreement shallshall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and such transferee or successor shall be binding uponrequired to assume such obligations by contract (unless such assumption occurs by operation of law). Anything herein to the contrary notwithstanding, the Executive andshall be entitled to select (and change, to the Company, and each ofextent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s anddeath or Disability by giving the Company’s respective successors, executors, administrators, heirs and permitted assigns.Company written notice thereof. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of all payments dueor Disability, reference in this Agreement to the Executive under this Agreement, the Company shall continue such paymentsbe deemed, where appropriate, to refer to the Executive’s beneficiary designated in writing to beneficiary, estate or other legal representative.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of thisAssignment. This Agreement will not be assignable, in whole or any interest in it,part, by operation of law or otherwise,either party without the prior written consent of the other; provided, however,other party, except that the Company maymay, without the consent of Executive, assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent# to an Affiliate or # to any affiliatecorporation or to anyother person or business entity with whom the Company shall hereafter effect a reorganization or consolidation, intoto which the Company mergesmay sell or to whom it transferstransfer all or substantially all of its properties or assets; provided, furtherhowever, that the Company’s assignment of rights may only take place if the assignee accepts and agrees to all of the obligations to Executive remains employed or becomes employedunder this Agreement. After any such assignment by the Company, the purchaser or anyCompany will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be “the Company” for purposes of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6all terms and conditions of this Agreement solely as a resultAgreement, including this Section 7. For the avoidance of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. Indoubt, in the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company ofdeath, all payments dueand obligations to the Executive under this Agreement, the Company shall continue such paymentsbe paid to the Executive’s beneficiary designated in writing to estate.

Assignment; Successors and Assigns. NeitherThis Agreement shall be binding upon the Companies and Executive nor theand their respective heirs, personal representatives, successors and assigns. Executive may not assign any of his rights or obligations hereunder. The Company may makewill require any assignment of this Agreementsuccessor (whether direct or any interest in it,indirect, by operation of lawpurchase, merger, consolidation or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consentotherwise) to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties the business and/or assets; provided, further that ifassets of the Executive remains employed or becomes employed byCompany to assume expressly and agree to perform all of the Company, the purchaser or any of their affiliatesCompany's obligations set forth in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. This Agreement shall inurein the same manner and to the benefit of andsame extent that the Company would be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns.required to perform if no such succession or assign had taken place. In the event of the Executive’s death after the Executive’s termination of employment butExecutive prior to the completionpayment of all amounts by the Company of all payments duepursuant to the Executive under this Agreement, the Company shall continue suchmake any remaining payments to the Executive’Executive's beneficiary designatedestate in writing to a single lump sum payment within 60 days following his death.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. This Agreement shallis intended to bind and inure to the benefit of and be binding upon theenforceable by Executive and the Company, and eachtheir respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the CompanyCompany, which shall continue such payments to the Executive’s beneficiary designated in writing to not be withheld unreasonably.