This Agreement is for the unique personal services of Employee and is not assignable or delegable in whole or in part by Employee without the consent of the Board of Parent. This Agreement may not be assigned or delegated in whole or in part by the Parent or the Company without the written consent of Employee; provided, however, this Agreement may be assigned by the Parent or the Company without Employee’s prior written consent if such assignment is made to an entity that is a Consolidated Company or is acquiring substantially all of the business or assets of any Consolidated Company, whether by merger, asset sale or otherwise.