The 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 Corporation or of any division or subsidiary thereof employing you to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Failure of the 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 you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated 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 to be the date of termination of your employment.

The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)otherwise to all or substantially all of the business and/or assets of the Corporation or of any division or subsidiary thereof employing youCorporation), by agreement in form and substance satisfactory to You, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the 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 youYou to compensation from the Corporation in the same amount and on the same terms as youYou would be entitled hereunder if youemployee terminated your employment after a Change in Control for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed to be the date ofthat the termination of your employment.Your employment becomes effective. As used in this Agreement, “Corporation” shall mean the Corporation and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 5(i) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Successor to Assume Agreement. The Corporation willshall 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 Corporation or of any division or subsidiary thereof employing you to expressly assume and agree to perform this Agreement in the same manner and to the same extent that theAgreement. The Corporation would be required to perform if no such succession had taken place. Failurewill promptly notify you of the Corporationany failure to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated 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 to be the date of termination of your employment.agreement.

AGREEMENT BINDING ON SUCCESSORS. The Corporation 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 Corporation or of any division or subsidiary thereof employing youCorporation, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.Agreement. Failure of the Corporation to obtain such assumption and agreement prior to the effectivenessor simultaneously with a Change of any such successionControl shall be a breach of thisthe Agreement andwhich shall entitle youthe Executive to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated yourterminate his employment for Good Reason,Reason under Paragraph 3(iii) on or after the Operative Date, except thatthat, for purposes of implementing the foregoing, the date on which any such succession becomes effectiveof his Notice of Termination shall be deemed to be the dateDate of termination of your employment.Termination.

The CorporationEmployer 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 Corporation or of any division or subsidiary thereof employing youEmployer to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the CorporationEmployer would be required to perform them if no such succession had taken place. FailureEach such successor shall execute a written agreement evidencing its assumption of the Corporation to obtain such assumption and agreementEmployer's obligations under this Agreement prior to the effectivenesseffective date of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated 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 to be the date of termination of your employment.purchase, merger, consolidation or other transaction.

Successors. The CorporationCompany 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 Corporation or of any division or subsidiary thereof employing youCompany to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the CorporationCompany would be required to perform it if no such succession had taken place. Failure of the CorporationCompany to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breachentitle Executive to the benefits described in Section 9(a)(i) of this AgreementAgreement, subject to the terms and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated 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 to be the date of termination of your employment.conditions therein.

The CorporationCompany's Successor. The Company will require any successor to all or substantially all of the business and assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation or of any division or subsidiary thereof employing you to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the CorporationCompany would be required to perform it if no such succession had taken place. Failure of the Corporation to obtainplace; except that no such assumption and agreement priorwill be required if the successor is bound by operation of law to perform this Agreement. In this Agreement, the "Company" shall include any successor to the effectiveness of any such succession shall be a breach ofCompany's business and assets that assumes and agrees to perform this Agreement and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated your employment for Good Reason, except that for purposes(either by agreement or by operation of implementing the foregoing, the date on which any such succession becomes effective shall be deemed to be the date of termination of your employment.law).

The Corporation will requireSuccessors. This Agreement shall bind 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 Corporation, in the same manner and to the same extent that the Corporation orwould be obligated under this Agreement if no succession had taken place. In the case of any divisiontransaction in which a successor would not, by the foregoing provision or subsidiary thereof employing youby operation of law, be bound by this Agreement, the Corporation shall require such successor expressly and unconditionally to expressly assume and agree to perform the obligations of the Corporation under this AgreementAgreement, in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Failure of the Corporation to obtain such assumption and agreement priorThis Agreement may not be assigned by Executive but shall inure to the effectivenessbenefit of any such succession shall be a breach of this AgreementExecutive, his heirs, and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated 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 to be the date of termination of your employment.personal representatives.

Successors. The CorporationCompany will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation or of any division or subsidiary thereof employing youCompany, by agreement in form and substance satisfactory to expresslythe Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the CorporationCompany would be required to perform it if no such succession or assignment had taken place. FailureAny failure of the CorporationCompany to obtain such assumption and agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle youthe Executive to compensation fromterminate the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated yourExecutive’s employment for Good Reason, except thatReason and receive the compensation provided for purposesin Paragraph 3 above (subject to compliance with the notice and cure provisions set forth in the definition of implementing“Good Reason”). As used in this Agreement, “Company” shall mean the foregoing,Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the date onagreement provided for in this Paragraph 8 or which any such successionotherwise becomes effective shall be deemed to bebound by all the dateterms and provisions of terminationthis Agreement by operation of your employment.law.

The Corporation will requireSuccessors. This Agreement shall bind 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 Corporation, in the same manner and to the same extent that the Corporation orwould be obligated under this Agreement if no succession had taken place. In the case of any divisiontransaction in which a successor would not, by the foregoing provision or subsidiary thereof employing youby operation of law, be bound by this Agreement, the Corporation shall require such successor expressly and unconditionally to expressly assume and agree to perform the obligations of the Corporation under this AgreementAgreement, in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Failure of the Corporation to obtain such assumption and agreement priorThis Agreement may not be assigned by Executive but shall inure to the effectivenessbenefit of any such succession shall be a breach of this AgreementExecutive, his heirs and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated 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 to be the date of termination of your employment.personal representatives.