Document Qk7GReLkdKkQK355JJdnbbj54

Company frame - PNEUMO ASEXCORPNEW Filing Dait 12/31/1996 The Company will indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by the Executive m connection with any action, suit or proceeding to which the Executive may be made a party b> reason of the Executive being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company 9. Notices All notices, requests, consents and other communications required or permitted to be given hereunder shall be m writing ana shall be deemed to have been duly given if delivered personally, sent by overnight courier or mailed first class, postage prepaid, by registered or certified mail (notices mailed shall be deemed to have been given on the date mailed), as follows (or to such other address as either party shall designate by notice in writing to the other m accordance herewith) \ If to the Company, to Mafco Worldwide Corporation 5900 North Andrews Avenue Suite 700 Fort Lauderdale, FL 33309-2367 Attn Chief Executive Officer If to the Executive, to Stephen G Taub 3031 Simpson Avenue P O Box 930 Ocean City, NJ 08226 10 General 10 1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely m New York. 11 I 10 2 The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement 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, 1990, 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 Disclosure Page 69