Successors of the Company. 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, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such prior 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 the Executive would be entitled hereunder if the Executive terminated 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 of Termination. As used in this Agreement, “Company” as hereinbefore defined shall include any successor to its business and/or assets aforesaid which executes and delivers that agreement provided for in this Section 3 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation Law.

0">Successors of the Company.0">Successor Must Assume Agreement. 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 2">Company, by agreement in form and substance satisfactory2">Company to 4">the Executive, expressly6"> to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such 8">prior8">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 the Executive would be entitled 10">to hereunder if the Executive terminated 12">the Executive’s employment for Good 14">Reason,14">Reason 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 16">Date16">date of 18">Termination.18">termination of employment. As used in this Agreement, “Company” 20">shall mean the Company as hereinbefore defined 22">shall include22">and any successor to its business and/or assets 24">as aforesaid which 26">executes26">assumes and 28">delivers that agreement provided for in this Section 3 or which otherwise becomes bound by all the terms and provisions of28">agrees to perform this Agreement by operation 30">Law.30">of law or otherwise.

0">Successors of the Company.0">Successor Must Assume Agreement. 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 2">Company, by agreement in form and substance satisfactory2">Company to 4">the Executive, expressly6"> to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such 8">prior8">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 the Executive would be entitled 10">to hereunder if the Executive terminated 12">the Executive’s employment for Good 14">Reason,14">Reason 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 16">Date16">date of 18">Termination.18">termination of employment. As used in this Agreement, “Company” 20">shall mean the Company as hereinbefore defined 22">shall include22">and any successor to its business and/or assets 24">as aforesaid which 26">executes26">assumes and 28">delivers that agreement provided for in this Section 3 or which otherwise becomes bound by all the terms and provisions of28">agrees to perform this Agreement by operation 30">Law.30">of law or otherwise.

0">Successors of the Company. 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 2">the Executive,2">you, to expressly4"> to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such 6">prior agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle 8">the Executive8">you to compensation from the Company in the same amount and on the same terms as 10">the Executive10">you would be entitled hereunder if 12">the Executive12">you terminated 14">the Executive’s14">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 of Termination. As used in this Agreement, “Company” 16">shall mean the Company as hereinbefore defined 18">shall include18">and any successor to its 20">business20">business, and/or 22">assets22">assets, as aforesaid 24">which24">that executes and delivers 26">that26">the agreement provided for in this Section 28">328">7 or 30">which30">that otherwise becomes bound by all the terms and provisions of this Agreement by operation 32">Law.32">of law.