Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, 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 obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

Assignment; Assumption by Successor.Successors and Assigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, 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 obligations hereunder. As usedhereunder; provided, further, that the failure of any such successor to so assume this Agreement shall constitute a material breach of this Agreement. Executive shall not sell, transfer, assign, pledge, or hypothecate any of Executive’s rights or obligations under this Agreement, as applicable. Executive shall not borrow against Executive’s interest in this Agreement,Agreement. This Agreement shall inure to the “Company” shall mean the Company as hereinbefore definedbenefit of and any successor to its business and/be enforceable by Executive’s personal or assets as aforesaid which assumeslegal representatives, executors, administrators, successors, heirs, distributees, devisees and agrees to perform this Agreement by operation of law or otherwise.legatees.

Assignment; Assumption by Successor. The rightsCompany will require any successor to or assignee of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation(whether direct or other business entity which at any time, whetherindirect, by purchase, mergermerger, consolidation or otherwise, directly or indirectly, acquiresotherwise) all or substantially all of the assets or businessbusinesses of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise)# to all or substantiallyassume unconditionally and expressly this Agreement and # to agree to perform all of the business or assets of the Company expressly to assume and to agree to performobligations under this Agreement in the same manner and to the same extent thatas would have been required of the Company would be required to perform it ifhad no suchassignment or succession had taken place; provided, however, that nooccurred, such assumption shall relieveto be set forth in a writing reasonably satisfactory to the CompanyExecutive. In the event of its obligations hereunder. Asany such assignment or succession, the term “Company” as used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and anyAgreement will refer also to such successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.assign.

Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, mergermerger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expresslyCompany, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally 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 or assignment had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder.place. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which assumesexecutes and agrees to performdelivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of lawlaw. If at any time during the term of this Agreement the Executive is employed by any corporation a majority of the voting securities of which is then owned by the Company, “Company” as used in Sections 3 and 4 hereof shall in addition include such corporation. In such event, the Company agrees that it shall pay or otherwise.shall cause such corporation to pay any amounts owed to the Executive pursuant to Sections 4 and 11 hereof.

Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company.Successors. The Company will require any successor (whether direct or indirect, by purchase, mergermerger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to 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 noplace. Failure of the Company to obtain such assumption agreement prior to the effectiveness of any such succession shall relieveentitle Executive to the Companybenefits described in Section 9(a)(i) of its obligations hereunder. As used in this Agreement, subject to the “Company” shall mean the Company as hereinbefore definedterms and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.conditions therein.

Assignment; Assumption by Successor. The rights of the Company under thisThis Agreement may, without the consent of Executive,cannot be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company.Executive. The Company will require anymay assign this Agreement only to a successor (whether direct or indirect, by purchase, mergermerger, consolidation or otherwise) to all or substantially all of the business orand assets of the Company provided such successor expressly agrees in writing reasonably satisfactory to Executive 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 and assignment had taken place; provided, however, that no such assumption shall relieveplace. Failure of the Company to obtain such written agreement prior to the effectiveness of its obligations hereunder. As used inany such succession shall be a material breach of this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.Agreement.

Assignment; Assumption by Successor. The rights of the Company under thisThis Agreement may, without the consent of Executive,cannot be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company.Executive. The Company will require anymay assign this Agreement only to a successor (whether direct or indirect, by purchase, mergermerger, consolidation or otherwise) to all or substantially all of the business orand assets of the CompanyCompany, provided such successor expressly agrees in writing to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would behave been required to perform it if no such succession and assignment had taken place; provided, however, that no such assumption shall relieve the Companyplace. Except in instances of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreementassignment by operation of law or otherwise.law, failure of the Company to obtain such written agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement.

Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company.Company's Successor. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business orand assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to 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,except that no such assumption shall relieveand agreement will be required if the Companysuccessor is bound by operation of its obligations hereunder. As used inlaw to perform this Agreement. In this Agreement, the “Company”"Company" shall mean the Company as hereinbefore defined andinclude any successor to itsthe Company's business and/orand assets as aforesaid whichthat assumes and agrees to perform this Agreement (either by agreement or by operation of law or otherwise.law).

Assignment; Assumption by Successor.Assignment and Successors. The Company shall assign its rights of the Companyand obligations under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, 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 the assets of the Company expressly to assume(by merger or otherwise). This Agreement shall be binding upon and to agree to perform this Agreement in the same manner andinure to the same extent thatbenefit of the Company wouldCompany, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be requiredassigned or transferred by Executive, other than Executive’s rights to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaidpayments hereunder, which assumes and agrees to perform this Agreementmay be transferred only by will, operation of lawlaw, or otherwise.as otherwise provided herein.

Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, 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, mergermerger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume expressly 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 obligations hereunder.place. As used in this Agreement, the “Company”"Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of lawlaw, or otherwise.