Document 38EeJjxrJBkQb0NKz3J2VBgx

Company Name - PNEUMO ABEX CORP NEW 440 Fairfax Road Drexel Hill, PA 19026 Filing Date 12/31/1996 10 General 10 1 This Agreement shall be governed by and construed and enforced m accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in New York 10 2 The section headings contained hereir are for reference purooses only and shall not m any way affect tne meaning or interpretation of this Agreement 11 i 10.3 This Agreement sets forth the entire agreement and understanding of the parties relating to the Executive's employment by the Company, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the Executive's employment by the Company, including, without limitation, the Employment Agreement dated as of January 1, 1991, as amended (the "Prior Agreement") between the Company and the Executive, which Prior Agreement is deemed terminated hereby and of no further force or effect. No representation, promise or inducement has been made by either party that is not embodied m this Agreement, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth. 10 4 This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive The Company may assign its rights, together with its obligations, hereunder (l) to any affiliate or (n) to third parties m connection with any sale, transfer or other disposition of all or substantially all of the business or assets of the Company; in any event the obligations of the Company hereunder shall be binding on its successors or assigns, whether by merger, consolidation or acquisition of all or substantially all of its business or assets 10.5 This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or m the case of a waiver, by the party waiving compliance The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, m any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement 11. Subsidiaries and Affiliates 11.1 As used herein, the term "subsidiary" shall mean any corporation or other business entity controlled Disclosure Page 50