Assignability Provision

This agreement shall be binding upon an inure to the benefit of the parties and their respective successors, heirs (in the case of the executive) and assigns. No rights or obligations of the company under this agreement may be assigned or transferred by the company accepted such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the company in such assignee or transferee assumes the liabilities, obligations and duties of the company, as contained in this agreement, either contractually or as a matter of law. The company further agrees that, in the event of the sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the company hereunder. No rights or obligations of the executive under this agreement may be assigned or transferred by the executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this agreement.