Exhibit 10.22
First Amendment To Employment Agreement
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made
as of the 5th day of November 1997, by and between Elcom International, Inc., a
Delaware corporation with its principal place of business at Xxx Xxxxxx Xxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Elcom" or the "Company"), and Xxxxx Xxxxxx (the
"Executive").
WITNESSETH:
WHEREAS, the Executive and the Company have entered into an
Employment Agreement as of April 1, 1996 (the "Original Agreement" and together
with this Amendment, the "Agreement"), which the parties recognize has become
somewhat out of date; and
WHEREAS, the Executive is considered a key employee of the
Company; and
WHEREAS, it is the desire of the Company and Executive, in
order to insure Executive's continued employment with the Company, to amend the
existing employment agreement in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Company and the Executive agree as follows:
The Sections numbered 1, 2, 3, 5B, 5E, 7 and 14 are hereby
deleted in their entirety from the Original Agreement and replaced with the
sections of this Amendment that are correspondingly numbered. Certain of such
deleted sections have been combined with other sections of this Amendment and,
accordingly, have not been separately replaced. References in the Original
Agreement to Sections deleted therefrom shall be deemed to be references to the
specific replacement Section and/or the contextually consistent Section
contained in this
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Amendment. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Original Agreement.
1. Duties. The Company hereby employs Executive to be Co-Chief
Executive Officer of Catalink Direct, Inc. ("Catalink"), and Corporate Executive
Vice President of the Company. Executive shall report directly to Xxxxxx X.
Xxxxxxx as the Chairman of Catalink and in addition, as the Chairman and Chief
Executive Officer of Elcom International, Inc. ("Chairman"). During the course
of his employment, Executive shall have responsibility to perform such duties,
consistent with such position, as generally described below and as may be
assigned to him by the Chairman and/or Board of Directors of the Company. During
the Employment Period, Executive agrees to devote full business time and best
efforts to the business activities and welfare of the Company except as
otherwise mutually agreed.
The Company recognizes that the Executive can perform a significant
amount of his duties via telephone and electronic mail from any location;
however, as Executive has requested that he be allowed to travel between various
Company locations in the U.S., U.K., and his new home in Guernsey, his business
travel schedule might result in a higher than normal proportion of travel time
impinging the Executive's work week. If this occurs, Executive agrees that,
following any work week where such abnormal travel time has occurred, the
Executive shall report the amount of such time via electronic mail, by the
Wednesday of the following week. The Chairman shall then, at his discretion,
have the ability to allocate such time against Executive's accrued vacation
time, or if vacation time is not available, the Chairman may, at his sole
discretion, decrease Executive's next payment of base salary pro-rata to reflect
the amount of such abnormal travel time.
Executive shall have Co-Chief Executive Officer ("Co-CEO")
responsibilities for Catalink with Xxxxxx X. Xxxxxxx, who is also the Chairman.
These responsibilities will include line responsibilities for Catalink's U.K.
and U.S. operations, subject to consent where appropriate with the Chairman, on
any significant issues relating to Catalink's U.S. sales or operations.
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When the Executive cannot be reached in a timely fashion, the Chairman shall use
his judgment as to what, if any, action should be taken in any set of
circumstances.
Executive is aware that the Company is currently conducting an
executive search for a President and CEO for Catalink (U.S.). Executive
understands that when said search is successfully completed, Executive's duties
and responsibilities will change, as defined by the Chairman who, as in the
Original Agreement, reserves the right to reassign duties of the Executive as
appropriate or necessary except that Executive's business location or work place
may not be changed to any location (other than the Executive's then main place
of employment) without the Executive's consent. It is currently anticipated the
search for a new President and CEO for Catalink (U.S.) will be completed by
April 15, 1998. Upon completion of the search and hiring of a new President and
CEO for Catalink (U.S.), Executive will fully cooperate with the transitioning
of his U.S. responsibilities to the new President and CEO of Catalink (U.S.). As
of April 15, 1998, or such other date that may be mutually agreed to in writing
between the Executive and the Chairman (the "Change Date"), Executive will cease
to be the President and Co-CEO of Catalink and will continue as a Corporate
Executive Vice President of the Company. At such time, Executive's
responsibilities will initially be to direct and review the strategies, policies
and operational performance of Catalink's non-U.S. operations.
2. Term. This Amendment is effective as of December 15, 1997 and covers
the period through December 31, 1998 and will automatically renew each January
1, for another calendar year unless the Executive or the Company notifies the
other party no later than six (6) months prior to the end of each employment
year (ending December 31st), that such party is terminating the Agreement. After
an acquisition or merger where the Company is not the surviving entity or where
the Company is the surviving entity but in which the Company's stockholders at
the time of the merger cease to own 50% or more of the surviving company's
voting capital stock after the merger, Executive, upon six (6) months notice may
terminate the Agreement, and the Agreement shall terminate six months from such
notice date (or such later date as specified in such notice) whereupon, the
duties of the Company and the Executive, one to the other, under this Agreement
shall terminate, except that the provisions of Sections 9 through
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13 hereof shall survive any such termination; except in the case of termination
for "Good Reason" as described in Section 7, which shall occur as provided for
in that Section. In order to assure the Company that it has access to the
Executive's significant expertise and knowledge base, within five (5) days
thereafter, the Company and the Executive shall enter into a Consulting
Agreement providing for Executive's specified availability for a two (2) year
period for $40,000 per year pursuant to the form of Consulting Agreement
attached hereto as Exhibit A.
3. Salary. During the course of employment (the "Employment Period"),
the Company will pay Executive for his performance of the duties specified
herein an annual base salary of at least $300,000 per year payable in the manner
that the Company normally pays its employees until the Change Date. From and
after the Change Date, Executive's base salary will continue based upon
Executive's time commitment and duties, and is initially expected to be
approximately $120,000 per year.
5. Benefits.
B. Additional Compensation. Executive shall be eligible to
participate in the Company's Executive Profit Performance Bonus Program ("EPPB")
during his employment. The extent of participation is subject to the terms of
the EPPB and shall be determined by the Compensation Committee of the Company's
Board of Directors for each year (1998 participation level has been set at 8.8%
of the bonus pool, if any). Executive's participation in the EPPB shall
supersede his participation in any existing bonus plan(s). The Executive shall
also be eligible to participate in incentive, deferred compensation, stock
option, supplemental retirement and any other similar plans, if any, maintained
by the Company for the benefit of its executives generally, in accordance with
the eligibility and other terms thereof and at the discretion and written
approval of the Board of Directors and/or the Compensation Committee thereof.
E. Payment of Compensation. The annual Base Salary described
in Section 3 hereof shall be paid throughout the term of this Agreement in the
same manner and at the same times as the Company pays its other personnel,
subject to the following:
i. Such compensation shall not terminate, but rather
shall be payable to the extent of two times the amount
of the Executive's then applicable annual
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Base Salary, upon the Executive's death or disability
as described in Section 6A and B of this
Agreement, respectively; and
ii. Such compensation shall terminate upon either (a) the
Executive's resignation other than for "Good Reason"
in the circumstances described in Section 7 hereof, or
(b) the termination of the Executive's employment by
the Company "For Cause" as described in Section 6E of
this Agreement; and
iii. Such compensation shall not terminate, but rather
shall be payable to the extent of two times the amount
of the Executive's then applicable annual Base Salary,
in a lump sum within ten (10) days of termination,
upon either (a) the Executive's resignation for "Good
Reason" in the circumstances described in Section 7 of
this Agreement, or (b) the termination of the
Executive's employment by the Company other than "For
Cause" (as described in Section 6E hereof); and
iv. Except in the case of (a) Executive's termination For
Cause (as described in Section 6E of this Agreement) or
(b) Executive's resignation other than for "Good
Reason" (as described in Section 7 of this Agreement),
Executive shall have the choice of exercising all
vested stock options up to the longer of (i) one year
after his termination of employment, or (ii) the
exercise period following such termination provided for
in the applicable option agreement, provided that this
provision shall not extend the term of any of
Executive's options beyond their term as initially
granted and this provision shall only apply to the
extent the Company can cause such post-employment
exercise to be allowed (including following the request
of the Compensation Committee to permit such exercise)
pursuant to the Company's Stock Option Plan(s) and/or
the comparable provision of any future plan or
agreement; and
v. Except in the case of (a) Executive's termination For
Cause (as described in Section 6E of this Agreement) or
(b) Executive's resignation other than for "Good
Reason" (as described in Section 7 of this Agreement),
Executive shall have the right to have the Company
maintain in full force and effect, following the
cessation of the Executive's active employment by the
Company, so long as the Company is paying monies to
Executive, all employee medical, dental or other fringe
benefit plans and arrangements in which Executive was
entitled to participate immediately prior to the date
of Notice of Termination as in effect under Section 5
hereof at the time of such termination, provided that
if such continued coverage would jeopardize the tax
qualified status of such plan or arrangement with
respect to any other employee or the Company, the
Company may elect to provide said benefit on an
individual basis or provide cash compensation
equivalent
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to the benefit which otherwise would have
been provided, so that the Executive shall suffer no
financial loss whatsoever due to such substitution.
In the event that payments are due to Executive pursuant to Section
5E(i) hereof then the Company shall pay fifty percent (50%) of such amount
(determined by reference to his Base Salary as set forth in Section 2 hereof) on
a monthly basis and in equal payment amounts through the date that is twelve
monthly payments thereafter (irrespective of the then remaining term of this
Agreement) and fifty percent (50%) of such amount within ten (10) days of
termination. In the event that payments are due to Executive pursuant to Section
5E(i) or 5E(iii) hereof then the Company shall also provide the Executive with
full participation (without proration) in the EPPB (if applicable) or similar
applicable plan for that year if Executive's termination of Employment is on or
after March 1 of the respective fiscal year (which amount, if any, will be paid
in accordance with the terms of the EPPB) and the Company will also provide
Executive with full participation in any other applicable performance award if
the performance measuring period ends within six months following his
termination of employment.
Except for provision 5.E.iv hereof, nothing in this Agreement shall be
construed as amending any fringe benefit plan of the Company. All rights of the
Executive under any such plans or arrangements upon his termination of
employment must be determined under the terms of such plans or arrangements at
the time of the Executive's termination of employment. Executive expressly
agrees not to discuss, except with his official advisors, any information or
aspects of his employment regarding the Company or his termination circumstances
and further, in addition to the Company immediately canceling any and all
remaining severance payments, agrees that injunctive relief may be granted in
connection with any violation of this covenant.
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Notwithstanding any of the other provisions of Sections 6A, 6B and/or 6D, the
Company's obligations to make payments under the circumstances set forth in this
Section 5E shall override Section 6.
7. Involuntary Termination Other Than For Cause or Termination for
"Good Reason". If the Executive's employment with the Company shall be
terminated during the Employment Period by the Company other than For Cause or
Death or Disability (as defined in Section 6B); then the Executive shall be
entitled to the severance benefits provided in Section 5E. If within twelve (12)
months after an acquisition or merger where the Company is not the surviving
entity or where the Company is the surviving entity but in which the Company's
stockholders at the time of the merger cease to own 50% or more of the surviving
company's voting capital stock after the merger, the Executive voluntarily
leaves the employ of the Company during the Employment Period for "Good Reason"
as hereinafter defined, Executive shall be entitled to the payments specified in
Section 5E but shall not be entitled to any Consulting Agreement as described in
Section 2. "Good Reason" means the occurrence of any reduction in the aggregate
direct remuneration of the Executive or any reduction in the position, authority
or office of the Executive, any reduction in the Executive's responsibilities or
duties with the Company or any reduction in the Executive's support staff or
direct or secondary reports, any pattern of events or circumstances which
impedes the Executive in the exercise of his authorities, powers, functions or
duties hereunder in the manner in which they would normally be exercised by the
Co-Chief Executive Officer of a major corporation that was a subsidiary of a
public company, any adverse change or reduction in the aggregate Executive
benefits, perquisites or fringe benefits provided to the Executive as of the
date of this Agreement (provided that any reduction in such aggregate Executive
benefits, perquisites or fringe benefits that is required by law or applies
generally to all employees of the Company shall not constitute "Good Reason" as
defined hereunder), a change in the Executive's reporting relationship, any
relocation of the Executive's principal place of work with the Company to a
place more than twenty-five (25) miles from Catalink's Xxxxxxx facility or such
other facility to which the Executive, with the approval of the Chairman, has in
the future relocated the Company's U.K. headquarters (as applicable), or default
by the Company
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of any of its agreements or obligations under any provision of this Agreement.
Notwithstanding the provisions of this Section 7, the definition of Good Reason
shall not include a change in Executive's role to that of President and CEO,
Managing Director, or similar title of only Catalink Direct, Inc.'s non-U.S.
operations, which would be in connection with the employment of a new President
and Chief Executive Officer of Catalink Direct, Inc. (U.S.) as contemplated in
Section 1 hereof. The Executive shall give sixty (60) days written notice to the
Company before the date of termination of employment for Good Reason specifying
the reasons for such termination.
14. Clarification of Noncompetition and Nonsolicitation Periods.
Notwithstanding the definitions contained in the Original Agreement, the terms
"Noncompetition Period" and "Nonsolicitation Period" shall mean and shall refer
only to the two (2) year period commencing on the date of Executive's cessation
of employment with the Company for whatever reason and such two (2) year period
shall be the only time period during which Executive shall be subject to such
restrictive covenants.
Executive and the Company agree that other than as specifically amended
in this Amendment the Original Agreement is hereby ratified and confirmed and
continues in full force and effect.
"Company"
"Executive" Elcom International, Inc.
/s/ Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx
Xxxxx Xxxxxx Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
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Ehibit A
CONSULTING AGREEMENT
THIS AGREEMENT is made this ____ day of _______, ____between
ELCOM INTERNATIONAL, INC., a Delaware corporation (the "Company"), and XXXXX
XXXXXX, an individual (the "Consultant").
RECITALS:
A. Pursuant to an Employment Agreement dated as of April 1,
1996 and Amended effective December 15, 1997 (the "Employment Agreement"),
Consultant is the Co-Chief Executive Officer of Catalink Direct, Inc. and a
Corporate Executive Vice President of the Company.
B. Consultant is a key employee of the Company and has
obtained valuable knowledge and experience pertaining to the sale of personal
computer products and services (the "Business") of the Company, specifically
including the financing of such Business, acquisition strategies and
implementation and management information systems ("Areas of Expertise").
C. In order to assure that the Company continues to receive
the benefit of Consultant's knowledge and expertise following the termination of
his employment with the Company, the parties hereto desire to enter into this
Agreement pursuant to Section 2 of the Employment Agreement.
NOW, THEREFORE, in consideration of and in reliance upon the
mutual benefits provided hereunder, the Company and the Consultant hereby agree
as follows:
1. Services. For the two (2) year period commencing on the
date that Consultant terminates the Employment Agreement, in accordance with the
terms of the second sentence of Section 2 of the Employment Agreement, (the
"Consulting Period"), the Consultant shall serve as a management and financial
consultant to the Company. As such, Consultant shall make himself generally
available to the Company between the hours of 9:00 a.m. and 5:00 p.m., U.K.
time, on the first Monday of each month during the Consulting Period for a total
of eight (8) hours per month, to render such advice and assistance regarding
day-to-day operations of the Business, relationships with and service to
existing customers, development of new accounts, strategic planning, financial
matters and other matters within his Areas of Expertise as may reasonably be
requested of him by the Company. Consultant agrees to provide such services in
person at any location of the Company located within fifty (50) miles of the
facility in Xxxxxxx, U.K. (or its replacement facility), or otherwise shall make
himself available by telephone. Further, the Company and Consultant shall be
entitled to mutually agree on alternative times and/or places for the provision
of such services to the extent that mutually satisfactory arrangements can be
made.
2. Restrictive Covenants.
2.1 Noncompetition. Consultant agrees that during
(the "Noncompetition Period") the period commencing on the date hereof and
continuing so long as Consultant receives payments under this Agreement, he will
not, without prior written consent of the Chairman of the Company, either
directly or indirectly, in any capacity whatsoever, (a) compete with the Company
(which for purposes of Sections 2.1, 2.2 and 2.3 of this Agreement shall mean
the Company and any affiliates controlling, controlled by or under common
control with Elcom International, Inc. including their predecessors), by
soliciting the sale of personal computer products (such as computers, printers,
monitors, software, etc.) to any customer (including affiliates of such
customer) of the Company by whatever method or (b) operate, control, advise, be
employed and/or engaged by, perform any consulting services for, invest in
(other than the purchase of no more than 5 percent of the publicly traded
securities of a company whose securities are traded on a national stock
exchange) or otherwise become associated with, any person, company or other
entity who or which, at any time during the Noncompetition Period, competes with
the Company via the use of an electronic ordering methodology as defined herein.
As used in clause (b) above, "compete" is defined as
the marketing, distribution or sale of desktop, laptop, notebook or other
commonly called "personal computer" equipment, software, services, peripherals
or accessories by any company or entity or subdivision thereof in the
geographical area in which the Company maintains offices, sales agents, or
otherwise conducts business. The Consultant further expressly represents and
understands that this Agreement will prohibit the Consultant from employment
during the Noncompetition Period with companies that compete with the Company,
as defined in this Agreement, and as such, will constrain some of the
Consultant's overall possibilities for future employment. By Consultant's
signature to this Agreement, Consultant expressly represents that his training,
education and background are such that his ability to earn a living shall not be
impaired by the restriction in this Agreement. The definition of compete can be
modified by mutually agreed addendum, if and when the Company enters additional
types or lines of businesses.
2.2 Nondisclosure. Consultant agrees during the
ten year period (the "Nondisclosure Period") commencing on the date of this
Agreement to hold as secret and confidential (unless disclosure is required
pursuant to court order, subpoena, in a governmental proceeding, arbitration, or
pursuant to other requirement of law) any and all knowledge, technical
information, business information, developments, trade secrets, know-how and
confidences of the Company or its business, including, without limitation, (a)
any information or business secrets relating to the products, customers,
strategies, business, conduct or operations of the Company, its subsidiaries or
any of their respective clients, customers, consultants, providers, licensors or
licensees (collectively, "Company Affiliates"); (b) any information regarding
any current or prior employees of the Company or any of its affiliates (except
where a job reference has been requested by an ex-employee in writing and the
employee asked to give such reference consents; (c) the existence or betterment
of, or possible new uses or applications for, any of the Company's products or
services or those of any Company Affiliates; (d) any of the Company's customer
lists, pricing and purchasing information or policies of the Company or any
Company Affiliates; and (e) any
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methods, ways of business etc., used in the use, sale or marketing of the
Company's products or services or those of any Company Affiliates,
(collectively, "Confidential Information") of which he has acquired knowledge
during or after his or her employment with the Company, to the extent that such
matters (i) have not previously been officially made public or are not
thereafter made public, or (ii) do not otherwise become available to Consultant,
in either case, via a source not bound by any confidentiality obligations to the
Company or Company Affiliates. The phrase "made public" as used in this
Agreement shall apply to matters within the domain of the general public or the
Company's industry. During the Nondisclosure Period, Consultant agrees not to
use, directly or indirectly, such knowledge for his/her own benefit or for the
benefit of others and agrees not to disclose any of such Confidential
Information without prior written consent of the Company. At the cessation of
the Consulting Period, or sooner if requested by the Company, the Consultant
agrees to promptly return all Company property to the Company as well as any and
all Confidential Information which relates in any way to any of the foregoing
items covered in this paragraph and to destroy any transcripts or copies the
Consultant may have of such Confidential Information unless an alternative
method of disposition is approved by the Company.
2.3 Nonsolicitation/Noninterference. Consultant
agrees that during the two (2) year period (the "Nonsolicitation Period"),
commencing on the date of this Agreement he will not at any time, without prior
written consent of the Company, discuss employment opportunities with an
employee, directly or indirectly solicit, induce, or attempt to solicit or
induce any employee, former employee (as herein defined), agent, consultant, or
other representative or associate of the Company for the purpose of providing
employment opportunities with any entity or to terminate his/her relationship
with the Company. Consultant further covenants and agrees that, during the
Nonsolicitation Period, he will not, without the prior written consent of the
Company, directly or indirectly, induce or attempt to induce any actual or
prospective licensors, licensees, customers or suppliers of the Company to
terminate, alter or change its relationship with the Company or otherwise
interfere with any relationship between the Company and any of its actual or
prospective licensors, licensees, suppliers or customers or their employees or
former employees. A "former employee" shall mean any person who was employed by
the Company at any time during the one (1) year period prior to Consultant's
cessation of employment with the Company.
2.4 Severability; Certain Exclusions. In the
event that Sections 2.1, 2.2 or 2.3 or any portion (the "Restrictive
Covenants") thereof, shall be found by a court of competent jurisdiction to be
invalid or unenforceable as written as a matter of law, the parties hereto agree
that such court(s) may exercise its discretion in reforming such provision(s) to
the end that Consultant shall be subject to noncompetition, nondisclosure and
nonsolicitation/ noninterference covenants that are reasonable under the
circumstances and enforceable by the Company.
2.5 Acknowledgment. Consultant specifically
acknowledges that the covenants set forth herein restricting competition,
disclosure and solicitation/interference are reasonable, appropriate, and
necessary as to duration, scope, and geographic area in view of the nature of
the relationship between Consultant and the Company and the investment by the
Company of significant time and resources in the training, development, and
employment of Consultant. Consultant warrants and represents that in the event
that any of the restrictions set forth
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in these covenants become operative, he will be able to engage in other
activities for the purpose of earning a livelihood, and shall not be impaired by
these restrictions.
Consultant further acknowledges that the remedy at law for any
breach of these covenants, including monetary damages to which the Company may
be entitled, will be inadequate and that the Company, its successors and/or
assigns, shall be entitled to injunctive relief against any breach without bond.
Such injunctive relief shall not be exclusive, but shall be in addition to any
other rights or remedies which the Company may have for any such breach.
3. Payments. As compensation for his consulting services to
the Company during the Consulting Period and the non-disclosure, non-competition
and non-interference covenants contained herein, the Company shall pay
Consultant Forty Thousand Dollars ($40,000.00) per year, commencing on the date
hereof, and payable in twenty-four (24) equal, bi-monthly payments on the 1st
(first) and 15th (fifteenth) day of each month, for two years and until the
payment of an aggregate of Eighty Thousand Dollars ($80,000.00) hereunder.
3.1 Benefits. Consultant will not, by reason of
this Agreement, participate in any employee benefit or insurance plan or any
other plan or receive any other fringe benefit which is provided by the Company
for its executives or employees, but may receive such benefits to the extent
provided for in the Employment Agreement or otherwise.
3.2 Reimbursement of Expenses. The Company shall
reimburse Consultant for all reasonable expenses incurred by him on behalf
of the Company in the course of performing those services which the Consultant
has been requested to perform by the Company; provided that the Consultant shall
submit to the Company all documentation of such expenses necessary for tax
purposes. Notwithstanding anything to the contrary herein, the Consultant shall
be reimbursed for reasonable expenses for training related to his performance of
his services hereunder; provided, the Consultant first obtains the consent of
the Company for such training.
4. Assignment. Any attempt by Consultant to assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Company will be void. The Company may assign this Agreement as
part of the sale of its business without the prior written consent of the
Consultant so long as the purchaser expressly agrees to assume and be
responsible for the obligations hereunder.
5. Independent Contractor. It is expressly understood and
agreed that Consultant is an independent contractor and is not in any manner an
agent or employee of the Company, nor is Consultant authorized or empowered to
conduct business under the name of, or for the account of, the Company or to
incur obligations of any kind, express or implied, on behalf of the Company, or
to make any promise, warranty or representation on the Company's behalf with
respect to any product or service of the Company.
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6. Construction.
6.1 Waiver. Failure of the Company at any time
to enforce any provision of this Agreement or to require performance by
Consultant of any provision hereof shall in no way affect the validity of this
Agreement or any part hereof or the right of the Company thereafter to enforce
its rights hereunder; nor shall it be taken to constitute a condonation or
waiver by the Company of that default or any other or subsequent default or
breach. To the extent permitted by Massachusetts law, each party waives any
provision of law which renders any provision of this Agreement unenforceable or
void in any respect.
6.2 Governing Law. This Agreement shall be
governed by Massachusetts law, without regard to conflict of laws principles
thereof.
6.3 Counterparts. This Agreement may be
executed in multiple counterparts each of which shall be deemed an original
but all of which together shall constitute one and the same document.
6.4 Headings. The headings in this Agreement
are intended solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.
6.5 Entire Agreement. This Agreement constitutes
the entire understanding and agreement among the parties hereto concerning
the subject matter hereof. All negotiations among the parties hereto concerning
the subject matter hereof are merged into this Agreement, and there are no
representations, warranties, covenants, understandings, or agreements, oral or
otherwise, in relation thereto among the parties hereto other than those
incorporated herein. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by the parties hereto.
INTENDING TO BE LEGALLY BOUND, the parties or their duly
authorized representatives have signed this Agreement on the date first above
written.
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Xxxxx Xxxxxx
(the "Consultant")
ELCOM INTERNATIONAL, INC.
By: _________________________
Title: _________________________
(the "Company")
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