Adaptec 2011 Annual Report Download - page 106

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14. Miscellaneous.
(a) Assignment. This Agreement shall bind and benefit (a) Executive's heirs, executors and legal representatives upon Executive's death to the extent the
benefit is due and payable at the time of Executive's death and (b) any successor of the Company. Any such successor of the Company shall be deemed
substituted for the Company under the terms of this Agreement for all purposes. "Successor" shall include 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 has no other right to assign this Agreement and any such attempted assignment is void.
(b) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given if (i) delivered
personally, (ii) one day after being sent by Federal Express or a similar commercial overnight service, or (iii) three days after being mailed by registered or
certified mail, return receipt requested, prepaid and addressed to Company at its principal office, attention: General Counsel, or to Executive at his last
principal residence known to the Company, or at such other addresses as the parties may designate by written notice.
(c) Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulations.
(d) Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision.
(e) Entire Agreement. With the exception of the Indemnification Agreement (Exhibit A), the General Release of Claims (Exhibit B) executed as a condition to
receiving certain separation benefits hereunder, the Confidential Information, Invention Assignment and Arbitration Agreement (Exhibit C) and all equity
grant agreements, this Agreement constitutes the entire Agreement between Executive and the Company with respect to any matters referred to herein. This
Agreement supersedes any and all of the other agreements between Executive and the Company except as referenced herein. No other consideration,
agreements, representations, oral statements, understandings or course of conduct which are not expressly set forth in this Agreement should be implied or are
binding. Executive shall not be entitled to any other compensation or benefits from the Company for any termination or Separation from Service except as
provided herein and to the extent provided under any written Company benefit plan, stock option agreement, or as may be required under applicable law.
(f) No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed by Executive and a
member of the Board.
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