Exhibit 2.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of
December 29, 1999 (the "Effective Date") by and between THCG, INC., a Utah
corporation (the "Company"), and Xxxxx Xxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive, and the
Executive desires to accept such employment, in the capacities and on the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter contained, the parties hereto hereby agree as follows:
1. Employment; Term.
(a) The Company hereby employs the Executive, and the
Executive hereby accepts employment by the Company, in accordance with and
subject to the terms and conditions set forth herein.
(b) The term of this Agreement shall commence on the
Effective Date and, unless earlier terminated in accordance with Paragraph 5
hereof, shall terminate on the third anniversary of the Effective Date (the
"Initial Term"). Thereafter, this Agreement shall automatically be extended for
one or more additional annual periods unless the Executive or the Company gives
written notice, no less than ninety (90) days prior to the end of the Initial
Term or any extension thereof (together, the "Term"), of his or its election not
to renew this Agreement.
2. Duties.
(a) During the Term, the Executive shall serve as the
President of the Company and shall report to the Chief Executive Officer(s) of
the Company.
(b) The Executive shall have such authority and
responsibility as is customary for such position or positions in businesses
comparable in size and function to the Company, and such other responsibilities
as may reasonably be assigned to him by the Chief Executive Officer(s) or the
board of directors of the Company (the "Board").
(c) During the period the Executive is employed by
the Company, the Executive shall devote his full business time and best efforts
to the business and affairs of the Company and its subsidiaries; provided,
however, the Executive may engage in outside business activities with the
consent of the Chief Executive Officer(s), provided that such consent shall not
be unreasonably withheld or delayed. It shall not be considered a violation of
the foregoing for the Executive to serve on corporate, industry, civic or
charitable boards or committees, or to invest, and to supervise the investment
of, his own personal assets so long as such activities do
not significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.
(d) The Executive's services shall be performed
primarily at the Company's principal place of business, located in New York, New
York. The Executive recognizes that his duties will require, from time-to-time
and at the Company's expense, travel to domestic and international locations.
3. Compensation.
(a) The Company shall pay the Executive a base salary
(the "Base Salary") of $150,000 per annum, or such greater sum as may from time
to time be fixed by the Compensation Committee of the Board, provided that any
such greater sum shall become the minimum rate of compensation for so long as
the Executive shall be employed by the Company. Payments of Base Salary to the
Executive shall be made in equal semi-monthly installments and subject to all
legally required and customary withholdings.
(b) The Executive shall be entitled to a bonus in
respect of the year 2000 in a minimum amount of $50,000 as determined by the
Compensation Committee of the Board; thereafter the Executive shall be entitled
to bonus compensation (the "Bonus Compensation") in accordance with a bonus
scheme based on the operating profit of the business unit(s) of the Company for
which the Executive is responsible, as devised in good faith by the Compensation
Committee of the Board.
(c) The Executive shall receive an option to purchase
310,000 shares of the common stock of the Company, at an exercise price of $6.00
per share. Such option shall vest pro-rata in twelve equal quarterly
installments commencing on January 1, 2001. In the event the Executive's
employment hereunder is terminated prior to the end of the Term by the Company
without Cause pursuant to paragraph 5(d) hereof or by the Executive for Good
Reason pursuant to Paragraph 5(e) hereof, then any unvested shares of common
stock under the option shall accelerate and become fully exercisable as of the
date of such termination of employment. The shares of common stock under the
option shall terminate on December 31, 2004. The option shall be subject to the
same provisions as are contained in The 1999 Walnut Financial Services, Inc.
Stock Incentive Plan (the "Plan"); however, the option shall not be issued
pursuant to the Plan. The option shall be included in the Company's registration
statement on Form S-8, the most recent draft of which is attached hereto as
Exhibit A. The Company shall use its commercially reasonable efforts to prepare
and file such registration statement as promptly as practicable following the
Effective Date and to cause such registration statement to become effective.
4. Benefits.
(a) The Company agrees to reimburse the Executive for
all reasonable travel, business entertainment and other business expenses
incurred by the Executive in connection with the performance of his duties under
this Agreement. Such reimbursements shall be made by the Company on a timely
basis upon submission by the Executive of proper accounts therefor in accordance
with the Company's standard procedures.
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(b) The Executive shall be entitled to participate in
any and all life insurance (up to $1 million), medical insurance, group health,
disability insurance, and other benefit plans and programs which are made
generally available by the Company to its most senior executives. If the
Executive elects to participate in any such benefit plan and/or program, the
Company agrees to pay the premiums for the coverage elected by the Executive.
(c) The Executive shall be entitled to participate
fully in the Company's group pension, profit-sharing and employee benefit
programs now or hereafter made available to employees of the Company generally.
(d) The Executive shall not be limited to the general
vacation policy and program of the Company as a whole, but, in view of his
position and stature with the Company, shall be entitled to such vacation time
as may be reasonably appropriate to the Company and its clients, and the proper
performance of his duties and responsibilities.
(e) The Company shall lease or purchase an automobile
of make and model as the Executive shall specify for the sole use of the
Executive; provided, however, that the Executive may, at his own option, lease
an automobile in his own name and at Company expense. The Executive shall cause
the vehicle to be properly insured and maintained. The Company shall pay or
reimburse the Executive for all purchase or lease costs, parking costs, toll
fees, costs of insurance, routine maintenance, service and repair of the
vehicle, provided that the Company's obligation pursuant to this Paragraph 4(e)
shall not exceed $500 per month. At the expiration of this Agreement, the
Company shall, if requested by the Executive, exercise its purchase option under
any lease agreement and grant the Executive an option to purchase the vehicle
upon the same terms and conditions offered to the Company by the leasing
company.
(f) The Company shall pay for the Executive's use of
computers, e-mail, facsimile, access to Internet and cellular phones for both
the Executive's office use and for use in his home for business purposes.
(g) The Company agrees to reimburse the Executive for
personal tax preparation and financial planning assistance in a total amount not
to exceed $2,500 per year.
(h) The Executive shall be indemnified by the Company
to the greatest extent permitted under the laws of the State of Delaware, but
only if and to the extent permitted under the laws of the State of Utah.
(i) The Executive shall be entitled to any other
benefits or perquisites on terms no less favorable than those pursuant to which
such benefits or perquisites are made available to any other executive or
employee of the Company.
5. Termination.
(a) Death. The Executive's employment hereunder shall
terminate upon the Executive's death.
(b) Total Disability. The Company may terminate the
Executive's employment hereunder at any time after the Executive becomes
"Totally Disabled." For
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purposes of this Agreement, "Totally Disabled" means that the Executive has been
unable, for a period of one hundred eighty (180) consecutive days, to perform
the Executive's duties under this Agreement as a result of physical or mental
illness or injury. A termination of the Executive's employment by the Company
for Total Disability shall be communicated to the Executive by written notice
and shall be effective on the 30th day after receipt of such notice by the
Executive (the "Total Disability Effective Date"), unless the Executive returns
to full-time performance of the Executive's duties before the Total Disability
Effective Date.
(c) Termination by the Company for Cause. The Company
may terminate the Executive's employment hereunder for Cause. For purposes of
this Agreement, the term "Cause" shall mean any of the following: (i) conviction
of a felony; (ii) perpetration of an intentional and knowing fraud against or
adversely affecting the Company or any customer, client, agent or employee
thereof; (iii) willful breach of a covenant set forth in Paragraph 7 hereof; or
(iv) willful and substantial failure of the Executive to perform his duties
hereunder (other than as a result of total or partial incapacity due to physical
or mental illness or injury); provided, however, that a termination pursuant to
clause (iv) shall not become effective unless the Executive fails to cure such
failure to perform within thirty (30) days after written notice from the
Company, such notice to describe such failure to perform and identify what
reasonable actions shall be required to cure such failure to perform.
No act or failure to act on the part of the Executive
shall be considered "willful" under this Paragraph 5(c) unless it is done, or
omitted to be done, by the Executive in bad faith or without reasonable belief
that the Executive's action or omission was in the best interests of the
Company. Any act or failure to act that is based upon authority given pursuant
to a resolution duly adopted by the Board or upon the advice of counsel for the
Company, shall be conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the Company.
(d) Termination by the Company Without Cause. The
Company may terminate the Executive's employment hereunder at any time for any
reason or no reason by giving the Executive thirty (30) days prior written
notice of the termination.
(e) Termination by the Executive For Good Reason.
i. The Executive may terminate his
employment hereunder for "Good Reason" for (1) a Change in
Control of the Company; (2) the assignment to the Executive of
any duties inconsistent in any significant respect with
Paragraph 2 hereof, or any other action by the Company that
results in a material diminution in the Executive's position,
authority, duties or responsibilities; (3) any failure by the
Company to comply with Paragraph 3 or 4 hereof, other than an
isolated, insubstantial and inadvertent failure that is not
taken in bad faith and is remedied by the Company promptly
after receipt of notice thereof from the Executive; (4) a
change in the Executive's location of employment to a place of
employment outside the New York Metropolitan Area; (5) any
purported termination of the Executive's employment by the
Company for a reason or in a manner not expressly permitted by
this Agreement; (6) any failure
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by the Company to comply with Paragraph 10(c) hereof; or (7)
any other substantial breach of this Agreement by the Company.
ii. "Change in Control of the Company" shall
be conclusively deemed to have occurred if any of the
following shall have taken place:
(1) a change in control of a nature
that would be required to be reported in response to
Item 5(f) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934
("Exchange Act") shall have occurred, unless such
change in control results in control by the
Executive, his designee(s) or "affiliate(s)" (as
defined in Rule 12b-2 under the Exchange Act) or any
combination thereof;
(2) any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange
Act), other than the Executive, his designee(s) or
"affiliate(s)" (as defined in Rule 12b-2 under the
Exchange Act), or any "person" who was a shareholder
as of the Effective Date or any combination thereof,
is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing
fifty percent (50%) or more of the combined voting
power of the Company's then outstanding securities;
(3) during any period of two (2)
consecutive years during this Agreement, individuals
who at the beginning of such period constitute the
Board cease for any reason to constitute at least a
majority thereof, unless the election of each
director who was not a director at the beginning of
such period has been approved in advance by directors
representing at least a majority of the directors
then in office who were directors at the beginning of
the period;
(4) the stockholders of the Company
approve a merger or consolidation of the Company with
any other corporation, other than a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) more than
fifty percent (50%) of the combined voting power of
the voting securities of the Company or such
surviving entity outstanding immediately after such
merger or consolidation; provided, however, that a
merger or consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove
defined) acquires more than twenty five percent (25%)
of the combined voting power of the Company's then
outstanding securities shall not constitute a Change
in Control of the Company; or
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(5) the stockholders of the Company
approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the
Company of, or the Company sells or disposes of, all
or substantially all of the Company's assets.
iii. If an event should occur that would
allow the Executive to terminate his employment hereunder for
Good Reason, the Executive shall have a period of ninety (90)
days from the date on which the Executive first becomes aware
of such event in which to elect to terminate his employment
for Good Reason. If the Executive elects to terminate his
employment for Good Reason, he shall provide the Company with
a written notice.
(f) Termination by the Executive Without Good Reason.
The Executive may terminate his employment hereunder for any reason or no reason
by giving the Company sixty (60) days prior written notice of the termination.
6. Compensation Following Termination Prior to the End of the
Term.
(a) Termination by Reason of Death or Total
Disability; Termination by the Company for Cause; Termination by the Executive
Without Good Reason. In the event that the Executive's employment hereunder is
terminated prior to the end of the Term (i) by reason of the Executive's death
or Total Disability pursuant to Paragraph 5(a) or 5(b) hereof, (ii) by the
Company for Cause pursuant to Paragraph 5(c) hereof or (iii) by the Executive
without Good Reason pursuant to Paragraph 5(f) hereof, the Company shall pay the
following amounts to the Executive (or to the Executive's estate, as the case
may be):
i. Any accrued but unpaid Base Salary (as
determined pursuant to Paragraph 3(a) hereof) for
services rendered to the date of termination;
ii. Any declared but unpaid bonus (as
determined pursuant to Paragraph 3(b) hereof); and
iii. Any accrued but unpaid expenses
required to be reimbursed pursuant to Paragraph 4
hereof.
(b) Termination by the Company Without Cause;
Termination for Good Reason. In the event the Executive's employment hereunder
is terminated prior to the end of the Term by the Company without Cause pursuant
to Paragraph 5(d) hereof or by the Executive for Good Reason pursuant to
Paragraph 5(e) hereof, the Company shall pay the following amounts to the
Executive:
i. Any accrued but unpaid Base Salary (as
determined pursuant to paragraph 3(a) hereof) for
services rendered to the date of termination;
ii. Any declared but unpaid bonus (as
determined pursuant to Paragraph 3(b) hereof);
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iii. Any accrued by unpaid expenses required
to be reimbursed pursuant to Paragraph 4 hereof; and
iv. Any unvested options shall accelerate
and become fully exercisable pursuant to Paragraph
3(c) hereof.
(c) No Duty to Mitigate. In the event that the
Executive's employment is terminated by reason of the Executive's Total
Disability Pursuant to Paragraph 5(b) hereof, the Executive's employment is
terminated by the Company without Cause pursuant to Paragraph 5(d) hereof, or
the Executive's employment is terminated by the Executive for Good Reason
pursuant to Paragraph 5(e) hereof, the Executive shall not be required to seek
other employment to mitigate damages.
(d) No Other Benefits or Compensation. Except as may
be provided under this Agreement, under the terms of any incentive compensation,
employee benefit or fringe benefit plan applicable to the Executive at the time
of the termination of the Executive's employment prior to the end of the Term,
the Executive shall have no right to receive any other compensation, or to
participate in any other plan, arrangement or benefit, with respect to any
future period after such termination.
7. Noncompetition and Nonsolicitation; Nondisclosure of
Proprietary Information; Surrender of Records.
(a) Noncompetition and Nonsolicitation. In view of
the unique and valuable services it is expected the Executive will render to the
Company, the Executive's knowledge of the clients, trade secrets, and other
proprietary information relating to the business of the Company and its
subsidiaries and affiliates and its clients and suppliers, and in consideration
of compensation to be received hereunder, the Executive agrees that during his
employment hereunder, and for one year thereafter in the event the Executive's
employment hereunder is terminated prior to the end of the Term by the Company
for Cause pursuant to Paragraph 5(c) hereof or by the Executive without Good
Reason pursuant to Paragraph 5(f) hereof, the Executive will not compete with or
be engaged in any business (whether as an officer, director, employee, agent,
proprietor, stockholder, partner, member or otherwise) which is engaged in the
business of (i) evaluating, structuring and building e-commerce and
Internet-based businesses, including, without limitation, the marketing,
branding and funding of such e-commerce and Internet-based businesses, or (ii)
providing investment banking services and related financial advisory services,
including, without limitation, the services of capital raising, financial
restructuring, and identifying and structuring mergers and acquisitions. The
provisions of this Paragraph 7(a) will not be deemed breached merely because the
Executive owns less than ten percent (10%) of the outstanding common stock of a
publicly-traded company or is a passive investor who owns less than ten percent
(10%) of the outstanding common stock of a privately-held company.
In further consideration of the compensation to be
received hereunder, the Executive agrees that during the Term, and for a period
of one year subsequent to any termination hereunder, the Executive shall not (i)
directly or indirectly solicit or attempt to solicit any of the employees,
agents, consultants or representatives of the Company or of the
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Company's clients to terminate his, her or its relationship with the Company or
such client; (ii) directly or indirectly solicit or attempt to solicit any of
the employees, agents, consultants or representatives of the Company or of the
Company's clients to become employees, agents, consultants or representatives of
any other person or entity; (iii) directly or indirectly solicit or attempt to
solicit, persuade or seek to persuade any customer, vendor or distributor of the
Company or of any of the Company's clients to cease to do business or to reduce
the amount of business which any customer, vendor or distributor has customarily
done or contemplates doing with the Company or any such client whether or not
the relationship between the Company or any such client and such customer,
vendor or distributor was originally established in whole or in part through the
Executive's efforts. Any reference in this Paragraph 7(a) to the "Company" shall
mean and include the Company's subsidiaries and affiliates.
(b) Proprietary Information. The Executive
acknowledges that during the course of his employment with the Company he will
necessarily have access to and make use of proprietary information and
confidential records of the Company and the Company's subsidiaries and
affiliates. The Executive covenants that he shall not during the Term or at any
time thereafter, directly or indirectly, use for his own purpose or for the
benefit of any person or entity other than the Company, nor otherwise disclose,
any such proprietary information to any individual or entity, unless such
disclosure has been authorized in writing by the Company or is otherwise
required by law.
For purposes of this Paragraph 7, "proprietary
information" shall not include information which is or becomes generally
available to the public other than as a result of a breach of this Agreement by
the Executive.
(c) Confidentiality and Surrender of Records. The
Executive shall not during the Term or at any time thereafter (irrespective of
the circumstances under which the Executive's employment by the Company
terminates), except as required by law, directly or indirectly publish, make
known or in any fashion disclose any confidential records to, or permit any
inspection or copying of confidential records by, any individual or entity other
than in the course of such individual's or entity's employment or retention by
the Company, nor shall he retain, and will deliver promptly to the Company, any
of the same following termination of his employment hereunder for any reason or
upon request by the Company. For purposes hereof, "confidential records" means
all correspondence, memoranda, files, manuals, books, lists, financial,
operating or marketing records, magnetic tape or electronic or other media or
equipment of any kind which may be in the Executive's possession or under his
control or accessible to him which contain any proprietary information of the
Company or the Company's subsidiaries or affiliates or clients referred to in
Paragraph 7(b). All confidential records shall be and remain the sole property
of the Company, or, as applicable, the Company's subsidiaries, affiliates or
clients during the Term and thereafter.
(d) Inventions and Patents. Any interest in patents,
patent applications, inventions, copyrights, developments, business methods,
trade secrets and processes ("Inventions") which the Executive develops during
his employment with the Company and which relates to the fields in which the
Company or the Company's subsidiaries is then engaged shall belong to the
Company, or, as applicable, the Company's subsidiaries. Upon request, the
Executive shall execute all such assignments and other documents and take all
such
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other action as the Company may reasonably request in order to vest in the
Company, or, as applicable, a subsidiary of the Company all his right, title,
and interest in and to such Inventions.
(e) Enforcement.
i. The Executive agrees that the remedy at
law for any breach or threatened breach of any covenant
contained in this Paragraph 7 would be inadequate and that the
Company, in addition to such other remedies as may be
available to it at law or in equity, shall be entitled to
institute proceedings in any court or courts of competent
jurisdiction to obtain damages for breach of this Paragraph 7
and injunctive relief without proving damages or that damages
would be inadequate and without posting any bond.
ii. In no event shall any asserted violation
of any provision of this Paragraph 7 constitute a basis for
deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.
8. Key Man Insurance. The Executive recognizes and
acknowledges that the Company or its affiliates may seek and purchase one or
more policies providing key man life insurance with respect to the Executive,
the proceeds of which would be payable to the Company or such affiliate. The
Executive hereby consents to the Company or its affiliates seeking and
purchasing such insurance and will provide such information, undergo such
medical examinations (at the Company's expense), execute such documents and
otherwise take any and all actions necessary or desirable in order for the
Company or its affiliates to seek, purchase and maintain in full force and
effect such policy or policies.
9. Notices. Any notice, consent, request or other
communication made or given in accordance with this Agreement shall be in
writing either (i) by personal delivery to the party entitled thereto, (ii) by
facsimile with confirmation of receipt, or (iii) by registered or certified
mail, return receipt requested. The notice, consent request or other
communication shall be deemed to have been received upon personal delivery, upon
confirmation of receipt of facsimile transmission, or, if mailed, three days
after mailing. Any notice, consent, request or other communication made or given
in accordance with the Agreement shall be made to those listed below at their
following respective addresses or at such other address as each may specify by
notice to the others:
To the Company:
THCG, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Facsimile No.: (000) 000-0000
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with a copy to:
Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
To the Executive:
Xxxxx Xxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 0X
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (212) ___-____
with a copy to:
Law Offices of Xxxxxx X. Xxxxxxxxx, P.C.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telecopier No.: (000) 000-0000
10. Successors.
(a) This Agreement is personal to the Executive and,
without the prior written consent of the Company, shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
heirs and legal representatives.
(b) This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns.
(c) The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.
11. Complete Understanding; Amendment; Waiver. This Agreement
constitutes the complete understanding between the parties with respect to the
employment of the Executive and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof, and no statement, representation, warranty or covenant
has been made by either party with respect thereto except as expressly set
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xxxxx xxxxxx. This Agreement shall not be altered, modified, amended or
terminated except by a written instrument signed by each of the parties hereto.
Any waiver of any term or provision hereof, or of the application of any such
term or provision to any circumstances, shall be in writing signed by the party
charged with giving such waiver. Waiver by either party hereto of any breach
hereunder by the other party shall not operate as a waiver of any other breach,
whether similar to or different from the breach waived. No delay on the part of
the Company or the Executive in the exercise of any of their respective rights
or remedies shall operate as a waiver thereof, and no single or partial exercise
by the Company or the Executive of any such right or remedy shall preclude other
or further exercise thereof.
12. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. If any provision of this Agreement shall
be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the fullest
extent consistent with law.
13. Governing Law. 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 wholly performed within that State,
without regard to the principles of conflict of laws.
14. Waiver of Jury Trial. Each of the parties hereto
irrevocably waives, to the fullest extent permitted by law, all rights to trial
by jury in any action, proceeding or counterclaim (whether based upon contract,
tort or otherwise) arising out of or relating to this Agreement.
15. Titles and Captions. All paragraph titles or captions in
this Agreement are for convenience only and in no way define, limit, extend or
describe the scope or intent of any provision hereof.
16. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Executive has executed this Employment
Agreement and, pursuant to the authorization of the Board of Directors, the
Company has caused this Agreement to be executed in its name and on its behalf,
all as of the date above written.
THCG, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Co-Chief Executive Officer
EXECUTIVE:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
