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EXHIBIT 10.15
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as of the 13th day of January, 1997, between INTERVISUAL BOOKS, INC., a
California corporation (the "Company"), and XXXXXX XXXXXX XXXXXXXX (the
"Executive").
In consideration of the promises and covenants set forth
below, the parties hereto agree as follows:
1. Employment.
The Company hereby agrees to employ Executive, and
Executive hereby agrees to accept such employment with the Company, on the
terms and conditions set forth herein.
2. Term.
The employment of Executive by the Company as
provided in this Agreement will commence on January 27, 1997 (the "Start
Date"), and end on December 31, 1999, unless sooner terminated as hereinafter
provided. As a condition precedent to the effectiveness of this Agreement,
Executive shall report for work at the principal executive offices of the
Company on the Start Date and, if requested by the Company, Executive shall
affirm in writing on the Start Date that he has ceased employment with his
current employer. The Company and Executive shall attempt to negotiate in good
faith between January 1, 1999, and March 31, 1999, the terms of employment of
Executive by the Company for a period following the expiration of this
Agreement.
3. Position and Duties.
Executive shall serve as President and Chief
Operating Officer of the Company, or such other position or positions as may be
agreed upon by Executive and the Board of Directors. Executive shall at all
times perform his duties and obligations faithfully and diligently and shall
devote all his business time and best efforts exclusively to the business of
the Company. Executive shall at all times industriously perform his duties
under the supervision of and report to the Board of Directors, the Chairman of
the Board and the Chief Executive Officer of the Company and shall accept and
comply with all directions from and all policies established from time to time
by the Chairman of the Board, Board of Directors and Chief Executive Officer of
the Company. Executive's primary duties shall include,
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without limitation, responsibility for the day-to-day management the Company
and such other duties as may from time to time be prescribed by the Board of
Directors and the Chief Executive Officer of the Company.
Executive shall promote the trade and business of the
Company to the best of his ability and shall not willingly do anything to the
prejudice of the Company's trade or business. Executive shall not at any time
intentionally make any untrue statement regarding the Company and shall not
after the termination of employment by the Company represent himself as being
employed or connected with the Company. Executive shall not directly or
indirectly render any services of a business, commercial or professional nature
to any other person, entity or organization, whether for compensation or
otherwise, without the prior written consent of the Company's Board of
Directors. Executive shall adhere to all of the Company's policies and
procedures applicable to Company's employees generally.
4. Place of Performance.
In connection with Executive's employment by the
Company and except for required travel on Company business, Executive shall be
based at the principal executive offices of the Company or such other place or
places outside of Southern California as the interests, needs, business and
opportunities of the Company require or deem advisable and as reasonably agreed
by Executive.
5. Compensation and Related Matters.
(a) Salary. During the term of Executive's
employment hereunder, the Company shall pay to Executive a salary of $250,000
per annum from the Start Date through December 31, 1997 and a salary of
$275,000 per annum from January 1, 1998 through December 31, 1999. Such salary
shall be paid in equal semi-monthly installments (or such shorter intervals as
the Company may elect) and shall accrue from day to day. Such salary shall be
subject to any withholding or taxes the Company is required by law to make or
pay.
(b) Vacations. During the term of Executive's
employment hereunder, Executive shall be entitled to four weeks of vacation in
each calendar year, and to compensation with respect to earned but unused
vacation days determined in accordance with the Company's vacation policy.
Executive's vacation shall be scheduled by
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mutual agreement between the Executive and the Company's Chairman of the Board
and Chief Executive Officer.
(c) Expenses. During the term of Executive's
employment hereunder, Executive shall be entitled to receive reimbursement for
all reasonable out-of-pocket travel and other expenses (excluding ordinary
commuting expenses) incurred by Executive in performing Executive's services
hereunder, provided that:
i) Each such expenditure is of a nature
qualifying it as a proper business expenditure of the Company and is
approved by the Company; and
ii) Executive furnishes to the Company adequate
records and other documentary evidence required by the Company for the
substantiation of such expenditures as proper business expenditures of
the Company, and Executive otherwise complies with general Company
policies with respect to expense reimbursement.
(d) Stock Options. Executive acknowledges that,
as additional compensation for Executive's employment hereunder, Executive will
be granted two nonstatutory stock options to acquire 200,000 and 100,000
shares, respectively, of the Company's common stock pursuant to the Stock
Option Agreements attached hereto as Exhibits A and B. The terms of such stock
options shall be governed by the provisions of the Stock Option Agreements
(including Executive's right to exercise such options upon termination.)
(e) Medical Insurance. During the term of
Executive's employment hereunder, Executive will be entitled to participate in
any medical insurance plans from time to time generally applicable to full-time
employees of the Company during the term of Executive's employment hereunder.
(f) 401(k). During the term of Executive's
employment hereunder, Executive will be entitled to participate in the
Company's 401(k) plan, or other similar plans established by the Company,
generally applicable to full-time employees of the Company. If Executive is
employed by the Company on December 31, 1997, and Executive has not been
permitted to participate in the Company's 401(k) plan prior to such date, then
the Company shall pay to Executive an amount equal to the federal and state
income taxes on $9,100 of compensation at an assumed effective tax rate of 35%,
which amount shall be paid in the last pay period of the 1997 calendar year.
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(g) Life Insurance. During the term of
Executive's employment hereunder, the Company shall pay the premiums, in an
amount not to exceed $10,000 per annum, for term life insurance on the life of
Executive; provided that Executive must pass any physical examination required
under such life insurance policy, and such life insurance policy must be
established by Executive on or before the one year anniversary of the Start
Date. The beneficiary or beneficiaries under such policy shall be designated
by Executive, and Executive shall be responsible for any taxes incurred by
Executive by reason of the Company's payment of premiums on such policy
hereunder.
(h) Moving Expenses. Executive shall be entitled
to reimbursement by the Company, in accordance with the Company's policies, for
reasonable and customary moving expenses actually and reasonably incurred by
Executive, but not to exceed $20,000, in connection with moving Executive and
Executive's immediate family, together with the personal belongings of
Executive and Executive's immediate family, from New York to the Southern
California area. Executive also shall be entitled to reimbursement for any
taxes incurred by Executive by reason of the Company's payment of moving
expenses hereunder.
(i) Automobile Allowance. During Executive's
employment hereunder, the Company shall:
a) Pay Executive an automobile allowance in an
amount equal to Executive's monthly automobile lease payment, but not
to exceed $600 per month, on or about the last day of each month,
provided that Executive maintains all necessary records as required by
the Company and the Internal Revenue Service;
b) Reimburse Executive, at standard rates and in
accordance with the Company's policies, for repair and maintenance
expenses (including gasoline and oil) regarding such automobile
incurred by Executive in performance of his responsibilities
hereunder, provided that Executive furnishes to the Company adequate
records and other documentary evidence required for the substantiation
of such payments as proper business expenses of the Company and not as
deductible compensation to Executive; and
c) Procure and maintain insurance coverage on such
automobile, provided the Company shall not pay any excess or increased
costs resulting from Executive's driving record.
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Executive acknowledges that the personal use portion of such automobile
allowance will be accounted for by the Company as income paid to Executive,
based on the records maintained by Executive and standard IRS tables.
Executive shall conform to the Company's policies regarding the use of such
automobile.
(j) Interim Living Expenses. From the Start Date
until the earlier to occur of (A) the securing of permanent housing in the
Southern California area for Executive and Executive's immediately family, or
(B) September 30, 1997, Executive shall be entitled to reimbursement by the
Company, in accordance with the Company's policies, for the following expenses
actually and reasonably incurred by Executive:
i) Apartment or housing rental expenses, but not
to exceed $1,250 per month;
ii) Furniture rental expenses, but not to exceed
$250 per month;
iii) Expenses for travel between Southern
California and New Jersey, but not to exceed $1,000 per month; and
iv) Reasonable living expenses for which receipts
are furnished by Executive, but not to exceed $1,000 per month.
In addition, the Company shall advance any deposits required by the lessor in
connection with the rental of an apartment, house or furniture under
subsections (i) and (ii) above.
(k) Home Loan. Upon request by Executive, the
Company shall co-sign a loan with Executive to purchase a permanent residence
in Southern California for Executive and Executive's immediate family, which
loan shall not exceed the lesser of (A) the purchase price for such residence
or (B) $250,000; provided, that the Company will not co-sign such loan unless
and until the sale of Executive's existing home in New Jersey enters escrow and
the Company obtains shareholder approval of such loan, the terms of such loan
and the documents relating to such loan must be reasonably acceptable to the
Company in form and substance, and the loan must be secured by deeds of trust
on the residence being purchased by Executive and on Executive's home in New
Jersey. Executive agrees to sign documentation evidencing his and the
Company's obligations under the loan, and to obtain a release of the Company
from
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all liability under such loan on the earliest to occur of (i) the termination
of Executive's employment under this Agreement, (ii) the sale of Executive's
home in New Jersey, (iii) the date that is six months after the date such loan
is made, or (iv) December 31, 1997. If Executive does not promptly pay-off the
loan as required under the preceding sentence, the Company may withhold any
amounts owed to Executive under this Agreement up to the outstanding amount of
such loan.
6. Termination.
(a) Cause. The Company may at any time upon written
notice to Executive terminate this Agreement and Executive's employment
hereunder for Cause pursuant to the provisions of this Section 6(a). Executive
shall be given written notice by the Board of Directors of its intention to
terminate Executive for Cause, which notice shall state the acts or omissions
that constitute grounds on which the proposed termination for Cause is based.
In the Board of Director's reasonable business judgment, the Board shall permit
Executive an opportunity to address the Board or a committee of one or more
directors regarding the grounds on which the proposed termination for Cause is
based. In every case, the good faith judgment of the Board of Directors shall
be conclusive as to whether Cause for termination exists.
For purposes of this Agreement, the Company shall have
"Cause" to terminate Executive's employment hereunder upon:
(i) The breach by Executive of any material provision or
covenant of this Agreement, and if such breach is susceptible to cure by
Executive, the failure to effect such cure within twenty (20) days after
written notice of such breach is given to the Executive; or
(ii) The willful failure or neglect of Executive to
perform Executive's duties hereunder or the gross negligence of Executive in
the performance of such duties, and if such failure or gross negligence is
susceptible to cure by Executive, the failure to effect such cure by Executive
within twenty (20) days after written notice of such failure or gross
negligence is given to Executive; or
(iii) Except as permitted hereunder, Executive's
unexplained and regular absences from the Company; or
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(iv) Executive's use of alcohol or illegal drugs, which
use interferes with the performance of Executive's duties hereunder; or
(v) Executive's indictment for a crime or for theft,
embezzlement, fraud, misappropriation of funds or any other alleged act of
dishonesty by Executive or Executive's indictment for any other felony or other
crime involving moral turpitude; or
(vi) Executive's violation of any law or ethical rule
relating to Executive's employment by the Company, including, but not limited
to a violation by Executive of Executive's fiduciary duty of loyalty to the
Company which Executive owes to the Company as an officer and/or director; or
(vii) Executive's failure to move his immediate family's
permanent residence to the Southern California area on or before September 30,
1997.
For purposes of this Agreement, an action shall be considered
"willful" if it is done intentionally, purposely or knowingly.
(b) Death. This Agreement and Executive's employment
hereunder shall terminate automatically upon Executive's death.
(c) Incapacity. If Executive becomes incapacitated
during Executive's employment hereunder, this Agreement and Executive's
employment hereunder shall terminate on the date of determination by the Board
of Directors of the Company of such incapacity. As used herein, "incapacity"
shall mean any physical or mental illness or disability, or both, which renders
Executive incapable of performing substantially all of his managerial and
executive services hereunder for 120 days or more in the aggregate during any
calendar year, and which at any time after such 120 days the Company's Board of
Directors shall determine continues to render Executive incapable of performing
substantially all of his managerial and executive services hereunder. Any
determination made in good faith by the Company's Board of Directors shall be
conclusive and binding upon Executive.
(d) Without Cause. The Company shall be entitled
to terminate this Agreement and Executive's employment hereunder at any time
without Cause.
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(e) Resignation. Executive shall be entitled to
terminate this Agreement and Executive's employment hereunder at any time on
thirty days prior written notice delivered by Executive to the Company.
(f) Notice of Termination. Any termination of
Executive's employment by the Company or by Executive (other than termination
pursuant to subsection 6(b) above) shall be communicated by a written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" means a notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth the
circumstances which provide a basis for termination of Executive's employment
under the provisions so indicated, and (iii) if the termination date is other
than the date of receipt of such notice, specifies the termination date of this
Agreement (which date shall not be more than 30 days after the giving of such
notice).
(g) Date of Termination. "Date of Termination"
shall mean the date of death, the date of receipt of the Notice of Termination
or the date specified therein, as the case may be.
(h) Arbitration Rights. Nothing contained in this
Section 6 shall contravene the Company and Executive's right and obligation to
arbitrate disputes as provided for in Section 11 of this Agreement.
7. Obligations of the Company Upon Termination.
(a) Termination for Cause. If this Agreement is
terminated pursuant to Section 6(a), the Company shall have no further
obligation or liability to Executive, except that Executive shall be entitled
to receive only (i) the portion of Executive's salary as set forth in Section
5(a) which has been earned up to the Date of Termination, (ii) compensation for
any accrued and unused vacation up to the Date of Termination, and (iii)
reimbursement, subject to the requirements set forth in Section 5(c), for
business expenses incurred up to the Date of Termination (collectively, the
"Minimum Payments").
(b) Termination for Death or Disability. If this
Agreement is terminated pursuant to Sections 6(b) or 6(c), the Company shall
have no further obligation or liability to Executive, except that Executive
shall be entitled to receive only the Minimum Payments.
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(c) Termination Without Cause. If this Agreement
is terminated by the Company pursuant to Section 6(d), the Company shall have
no further obligation or liability to Executive, except that Executive shall be
entitled to receive only (i) the Minimum Payments, and (ii) an amount equal to
(A) $300,000 if the Date of Termination is before the first year anniversary of
the Start Date, (B) $200,000 plus one week of Executive's salary as set forth
in Section 5(a) if the Date of Termination is on or after the first year
anniversary but before the second year anniversary of the Start Date, or (C)
$100,000 plus two weeks of Executive's salary as set forth in Section 5(a) if
the Date of Termination is on or after the second year anniversary but before
December 31, 1999. Any amounts owed to Executive pursuant to subsection (ii)
above shall be paid at the rate of $15,000 per month commencing one month from
the Date of Termination until paid in full.
(d) Resignation. If this Agreement is terminated
by Executive pursuant to Section 6(e), the Company shall have no further
obligation or liability to Executive, except that Executive shall be entitled
to receive only (i) the Minimum Payments and (ii) if the Date of Termination is
on or before December 31, 1997, then an amount equal to two weeks of
Executive's salary as set forth in Section 5(a). In addition, if the Date of
Termination is on or before December 31, 1997, Executive shall be entitled to
reimbursement by the Company, in accordance with the Company's policies, for
reasonable and customary moving expenses actually and reasonably incurred by
Executive, but not to exceed $20,000, in connection with moving Executive and
Executive's immediate family, together with the personal belongings of
Executive and Executive's immediate family, from Southern California to the
East Coast of the United States; provided, that Executive completes such move
on or before the date that is six months after the Date of Termination.
(e) Exclusivity of Payments. Upon termination of
Executive's employment hereunder, Executive shall not be entitled to any
severance payments or severance benefits from the Company or any payments by
the Company on account of any claim for wrongful termination, including but not
limited to claims under any federal, state or local human and civil rights or
labor laws, other than the payments provided in this Section 7, except for any
benefits which may be due to Executive in the normal course under any employee
benefit plan of the Company which provides for benefits after termination of
employment. Executive agrees that any right to receive payments hereunder upon
termina-
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tion of employment will cease if Executive breaches any provision of Sections 8
or 9 below.
8. Proprietary Information.
(a) Definition. Executive hereby acknowledges
that Executive possesses and may make use of, acquire, create, develop or add
to certain confidential and/or proprietary information regarding the Company
and its business (whether in existence prior to, as of or after the date
hereof, collectively, "Proprietary Information"), which Proprietary Information
shall include, without limitation, all of the following materials and
information (whether or not reduced to writing and whether or not patentable or
protected by copyright): trade secrets, inventions, processes, formulae,
programs, technical data, "know-how," procedures, manuals, confidential reports
and communications, marketing methods, product sales or cost information, new
product ideas or improvements, new packaging ideas or improvements, research
and development programs, identities or lists of suppliers, vendors or
customers, financial information and financial projections of the Company of
any nature whatsoever, or any other confidential or proprietary information
relating to the Company and/or its business. The term "Proprietary
Information" does not include any information that (i) at the time of
disclosure is generally available to and known by the public (other than as a
result of its disclosure by Executive), (ii) was available to Executive prior
to disclosure by the Company, provided that the person who was the source of
such information was not known by Executive to be subject to an obligation of
confidentiality to the Company, or (iii) becomes available to Executive on a
non-confidential basis from a person other than the Company or its
representatives, provided that the source of such information was not known by
Executive to be subject to an obligation of confidentiality to the Company.
(b) Nondisclosure. During the term of this
Agreement and thereafter, Executive will not, without the prior express written
consent of the Board of Directors, disclose or make any use of any Proprietary
Information except as may be required in the course of the performance of
Executive's services under this Agreement.
(c) Ownership. Executive acknowledges and agrees
that all right, title and interest in and to any Proprietary Information shall
be and shall remain the exclusive property of the Company. Without limiting
the foregoing, Executive shall assign to the Company any and all
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right, title or interest which Executive may have in all Proprietary
Information made, developed or conceived of in whole or in part by Executive
during his employment hereunder.
(d) Agreement Not to Solicit Customers. To
protect the Proprietary Information and trade secrets of the Company, Executive
agrees, during the term of this Agreement and for a period of one year after
termination of this Agreement, not to, directly or indirectly, either on
Executive's own behalf or on behalf of any other person or entity, attempt to
intentionally persuade any customer of the Company to cease to do business or
to reduce the amount of business which any customer of the Company has
customarily done or contemplates doing with the Company. Executive agrees that
the covenants contained in this paragraph are reasonable and desirable.
(e) Agreement Not to Solicit Employees. To
protect the Proprietary Information and trade secrets of the Company, Executive
agrees, during the term of this Agreement and for a period of one year after
termination of this Agreement, not to, directly or indirectly, either on
Executive's own behalf or on behalf of any other person or entity, solicit or
employ any person who is an employee of the Company. Executive agrees that the
covenants contained in this paragraph are reasonable and desirable.
(f) Proprietary Information Agreement. By
execution of this Agreement, Executive agrees and acknowledges that he shall be
bound by all of the terms of the Company's Proprietary Information Agreement
attached hereto as Exhibit C. Executive has reviewed such Proprietary
Information Agreement and agrees that any breach by Executive of any term or
covenant contained therein shall constitute a breach by Executive of this
Agreement.
9. Protection of Property.
All records, files, manuals, documents,
specifications, lists of customers, banks, forms, materials, supplies, computer
programs and other materials furnished to the Executive by the Company, used on
its behalf or generated or obtained during the course of the performance of the
Executive's services hereunder, shall be and remain the property of the
Company. Executive shall be a holder thereof for the sole use and benefit of
the Company, and shall safely keep and preserve such property, except as
consumed in the normal business operations of the Company. Executive
acknowledges that this property is not readily
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accessible to the Company's competitors. Upon termination of Executive's
employment with the Company for any reason, Executive shall immediately deliver
to the Company, or its authorized representative, all such property, including
all copies, remaining in Executive's possession or control.
10. Specific Performance.
In the event of the breach by Executive of any of the
provisions of Sections 8 or 9, the Company, in addition and supplementary to
all other rights and remedies existing in its favor and notwithstanding the
provisions of Section 11 hereof, may apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violations of the provisions thereof.
11. Arbitration.
The parties hereto acknowledge that it is in their
best interests to facilitate the informal resolution of any disputes arising
out of this Agreement or otherwise by mutual cooperation and without resorting
to litigation. As a result, if any party has a dispute arising hereunder or
otherwise, including but not limited to any claim for breach of any contract or
covenant (express or implied), tort claims, claims for discrimination
(including, but not limited to, race, sex, religion, national origin, age,
handicap or disability), claims for compensation or benefits (except where a
benefit plan or pension plan or insurance policy specifies a different claims
procedure) and claims for violation of any federal, state or other governmental
law, statute, regulation or ordinance (except for claims involving workers'
compensation benefits), and the parties are unable to reach agreement among
themselves, then a settlement conference must be held within thirty (30) days
upon receipt of a notice by the complaining party describing in detail the
complaint and setting forth a proposed solution to the complaint. The
settlement conference will be held in any Los Angeles office of the Judicial
Arbitration and Mediation Services, Inc. ("JAMS"). The complaining party must
contact JAMS to schedule the conference and the parties must agree on a retired
judge from the JAMS panel. If the parties are unable to agree upon such a
retired judge, JAMS shall provide a list of three available judges and each
party may strike one judge. The remaining judge will serve as the mediator at
the settlement conference.
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If the dispute is not settled by the above-described
format, the parties agree to submit the dispute to JAMS for binding
arbitration. A three-judge panel will be selected to arbitrate the dispute.
JAMS will provide the names of five potential arbitrators, giving each party
the opportunity to strike one name. The remaining three arbitrators will serve
as the arbitration panel. The parties agree that the arbitration must be
initiated within six months after the claimed breach occurred and that failure
to initiate arbitration within the six-month period constitutes an absolute bar
from the institution of any new proceedings. Arbitration may be initiated by
the aggrieved party by sending written notice of an intent to arbitrate by
registered certified mail to all parties and to JAMS. The notice must contain
a description of the dispute, the amount involved and the remedies sought. If
and when a demand for arbitration is made by either party, the parties agree to
execute a Submission Agreement provided by JAMS, setting forth the rights of
the parties if the case is arbitrated and rules and procedures to be followed
at the arbitration hearing.
Nothing contained in this Section 11 shall prevent
the Company from seeking and obtaining equitable relief in a court to enforce
any of its rights under Sections 8 or 9 hereof.
12. Additional Covenants of the Company.
(a) The Company shall reimburse Executive, in
accordance with the Company's policies, for all reasonable costs and expenses
actually incurred by Executive in connection with a trip by Executive and
Executive's spouse from New York to Southern California for the purpose of
reviewing possible living accommodations.
(b) The Company shall nominate Executive to its
Board of Directors at the first meeting of the Board of Directors after the
Start Date.
13. Additional Covenants, Representations and Warranties
of Executive.
(a) Executive hereby represents and warrants that
the execution, delivery and performance of this Agreement by Executive does not
(i) breach, or result in a default under, any agreement to which Executive is a
party or by which Executive is bound, (ii) breach or otherwise violate any
order, writ, judgment, order or decree binding
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upon Executive, or (iii) violate any applicable law or regulation.
(b) Executive shall undergo a physical
examination during January of each year during the term of this Agreement to be
performed by a reputable doctor chosen by Executive. The Company shall
reimburse Executive, in accordance with the Company's policies, for all
reasonable costs and expenses actually incurred by Executive in connection with
each such examination.
(c) Upon Executive's cessation of employment with
the Company for any reason whatsoever, Executive shall thereupon be deemed to
have resigned from the Board of Directors of the Company, every parent or
subsidiary of the Company on which he is then serving as a director, and any
other company on which Executive is then serving as a director at the request
of the Company, in each case effective as of the date of cessation of
employment.
14. Representation by Counsel.
Executive acknowledges that he has been represented
by legal counsel in connection with this Agreement and has consulted with such
legal counsel. The Company shall reimburse Executive for all reasonable
attorneys' fees and expenses actually incurred by Executive, but not to exceed
$2,500, in connection with the negotiation and preparation of this Agreement.
15. Reimbursement of Expenses.
Executive shall promptly furnish to the Company
adequate records and other documentary evidence as requested by the Company to
substantiate any costs or expenses for which reimbursement is sought hereunder.
16. Successors.
This Agreement is personal to the Executive and is
not assignable by the Executive otherwise than by will or the laws of descent
and distribution without the prior written consent of the Company's Board of
Directors. This Agreement shall inure the benefit of and be enforceable by
Executive's legal representatives. This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns.
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17. Notice.
For purposes of this Agreement, notices, demands and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to Executive: Executive's address as on file with the Company
If to Company: Intervisual Books, Inc.
0000 Xxxxx Xxxx Xxxx., #0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Chairman of the Board
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt thereof.
18. Entire Agreement.
This Agreement, together with the documents
referenced herein, contains the entire agreement of the parties hereto with
respect to the subject matter hereof. It supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the employment of Employee by the Company. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements,
written, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein, and that no other
agreement, statement or promise not contained in this Agreement shall be valid
or binding.
19. Amendment; Waiver; Governing Law.
No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in a writing signed by Executive and by such officer of the Company as may be
specifically designated by the Company's Board of Directors. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. The
validity, interpretation, construction
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and performance of this Agreement shall be governed by the laws of the State of
California.
20. Validity.
The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
21. Counterparts.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
22. Attorneys' Fees.
In the event of any dispute arising out of the
subject matter of this Agreement, the prevailing party shall be entitled to
recover from the nonprevailing party its costs and expenses (including
reasonable attorneys' fees) incurred in arbitrating or otherwise resolving such
dispute.
23. Withholding of Taxes; Tax Reporting.
The Company may withhold from any amounts payable
under this Agreement all such Federal, state, city and other taxes, and may
file with appropriate governmental authorities all such information, returns or
other reports with respect to the tax consequences of any amounts payable under
this Agreement, as may, in its reasonable judgment, be required by law.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
INTERVISUAL BOOKS, INC.
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Chairman of the Board
EXECUTIVE
/s/ XXXXXX XXXXXX XXXXXXXX
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Xxxxxx Xxxxxx Xxxxxxxx
-17-
