EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of December 31, 2004 (the "Effective Date"), by and between VT GAMING
SERVICES, INC., D/B/A DYNAMIC BIOMETRIC SYSTEMS, an Arizona corporation, (the
"Company"), and XXXXXXX X. XXX (the "Executive").
RECITALS:
A. WHEREAS, the Company desires to retain the services of Executive,
and Executive desires to become employed by the Company, on the terms and
conditions of this Agreement.
B. WHEREAS, the term Company shall include all subsidiaries of the
Company.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the Company and Executive, intending to be
legally bound, hereby agree as follows:
1. Employment. The Company agrees to employ Executive as President and
Chief Executive Officer of the Company, and Executive accepts such employment
and agrees to perform services for the Company, subject always to direction and
control of the Board of Directors of the Company (the "Board"), for the period
and upon the other terms and conditions set forth in this Agreement.
2. Term. The term of Executive's employment hereunder shall commence
on the Effective Date, and shall continue until this Agreement is terminated
upon written notice by either party as set forth in Section 5 below, for any
reason whatsoever, this being an "at will" employment agreement. Sections 5 and
6 of this Agreement shall govern the amount of any compensation to be paid to
Executive upon termination of this Agreement and his employment.
3. Position and Duties.
3.1. Service with the Company. During the term of this Agreement,
Executive agrees to perform such full-time executive employment duties as the
Board shall reasonably assign to him from time to time, including without
limitation service as an officer or director of any subsidiary or affiliated
entity of the Company, without additional compensation, as requested by the
Board.
3.2. No Conflicting Duties. Executive hereby confirms that he is under
no contractual commitments inconsistent with his obligations set forth in this
Agreement, and that during the term of this Agreement, he will not render or
perform services, or enter into any contract to do so, for any other
corporation, firm, entity or person that are inconsistent with the provisions of
this Agreement or Executive's fiduciary obligations to the Company. In
addition, Executive agrees that during his employment with the Company, he will
not improperly use or disclose any confidential or proprietary information or
property of any third party (including any former employers).
3.3. Full Time. At all times during the term of this Agreement, Executive
shall devote substantially all of his business time, attention and energies to
the performance of his duties under this Agreement, and shall not undertake or
be engaged in any other activities, whether or not pursued for gain, profit or
other pecuniary advantage, which could impair his ability to fulfill his duties
to the Company under this Agreement, without the prior written consent of the
Company.
3.4. Fiduciary Duties. Executive shall perform his duties under this
Agreement with fidelity and loyalty, to the best of his ability, experience and
talent and in a manner consistent with his fiduciary responsibilities.
4. Compensation and Benefits.
4.1. Base Salary. As compensation for all services to be rendered by
Executive under this Agreement, the Company shall pay to Executive a monthly
salary of $8,333.33 (the "Base Salary"). The Base Salary shall be subject to
annual review and change at the discretion of the Board, but may not be reduced
without Executive's consent. The Company shall pay the Base Salary to Executive
on the Company's regularly scheduled paydays in accordance with the Company's
normal payroll procedures and policies. `
4.2. Bonuses. Executive shall be eligible for bonuses ("Bonuses") as
determined by the Company in its discretion based on factors determined by the
Board. Any such Bonuses will be described in separate agreements between
Executive and the Company. Considerations for Bonuses will be based of the
value of the Company as reflected in the stock price in conjunction with the
revenues and profitability of the Company
4.3. Stock Options. Executive may be eligible to receive stock option
grants in the future, as determined by the Board in its discretion.
4.4. Participation in Benefit Plans. Executive shall be included to
the extent eligible thereunder in any and all plans of the Company providing
general benefits for the Company's executive employees, including, without
limitation, medical, dental, disability, and life insurance, 401(k) plan, sick
days, vacation, and holidays. Executive's participation in any such plan or
program shall be subject to the provisions, rules, and regulations applicable
thereto. The Company shall have no obligation to maintain such plans or
programs and may change or eliminate such plans or programs in its discretion.
4.5. Business Expenses. In accordance with the Company's policies
established from time to time, the Company will pay or reimburse Executive for
all reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the presentment of
appropriate documentation.
4.6. Key Man Life Insurance. During the term of this Agreement, the
Company shall have the option of purchasing and paying the premiums for a "Key
Man" life insurance policy relating to Executive in a coverage amount determined
by the Company, and the Company shall be named as the beneficiary of such
policy. Executive represents and warrants that he is insurable for such policy
on an unrated basis and agrees to fully cooperate in the Company obtaining the
policy.
5. Termination.
5.1. Disability. At the Company's election, Executive's employment and
this Agreement shall terminate upon Executive's becoming totally or permanently
disabled for a period of ninety (90) days or more in any twelve (12) month
period. For purposes of this Agreement, the term "totally or permanently
disabled" or "total or permanent disability" means Executive's inability on
account of sickness or accident, whether or not job-related, to engage in
regularly or to perform adequately his assigned duties under this Agreement. A
reasonable determination by the Company of the existence of a disability shall
be conclusive for all purposes hereunder. In making such determination of
disability, the Company may utilize such advice and consultation as the Company
deems appropriate, but there is no requirement of procedure or formality
associated with the making of a determination of disability.
5.2. Death of Executive. Executive's employment and this Agreement
shall terminate immediately upon the death of Executive.
5.3. Termination for Cause. The Company may terminate Executive's
employment and this Agreement at any time for "Cause" (as hereinafter defined)
immediately upon written notice to Executive. As used herein, the term "Cause"
shall mean that Executive shall have in the reasonable judgment of the Board (i)
committed a criminal act, or a single act of fraud, embezzlement, breach of
trust, or other act of gross misconduct, whether or not a criminal act (ii)
violated any material written Company policy or rules of the Company, unless
cured by Executive within 30 days following written notice thereof to Executive,
or (iii) refused to follow the reasonable written directions given by the Board
or its designee or breached any covenant or obligation under this Agreement or
other agreement with the Company, unless cured by Executive within 30 days
following written notice thereof to Executive.
5.4. Resignation. Executive's employment and this Agreement shall
terminate on the earlier of the date that is one (1) month following the written
submission of Executive's resignation to the Board or the date such resignation
is accepted by the Company.
5.5. Termination Without Cause. The Company may terminate Executive's
employment and this Agreement without cause upon written notice to Executive.
Termination "without cause" shall mean actual or constructive termination of
employment on any basis (including no reason or no cause) other than termination
of Executive's employment hereunder pursuant to Sections 5.1, 5.2, 5.3, or 5.4.
5.6. Surrender of Records and Property. Upon termination of his
employment with the Company, Executive shall deliver promptly to the Company all
records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, calculations or copies thereof, that are the
property of the Company and that relate in any way to the business, products,
practices or techniques of the Company, and all other property, trade secrets
and confidential information of the Company, including, but not limited to, all
documents that in whole or in part contain any trade secrets or confidential
information of the Company that in any of these cases are in his possession or
under his control, and Executive shall also remove all such information from any
personal computers that he owns or controls.
6. Compensation Upon the Termination of Executive's Employment.
6.1. In the event that Executive's employment and this Agreement are
terminated pursuant to Section 5.1 (Disability), 5.3 (Cause), or 5.4
(Resignation), then Executive shall be entitled to receive Executive's then
current Base Salary through the date his employment is terminated, but no other
compensation or benefits of any kind or amount.
6.2. In the event Executive's employment and this Agreement are
terminated pursuant to Section 5.2 (Death), Executive's beneficiary or a
beneficiary designated by Executive in writing to the Company, or in the absence
of such beneficiary, Executive's estate, shall be entitled to receive
Executive's then current Base Salary through the end of the month in which his
death occurs, but no other compensation or benefits of any kind or amount.
6.3. In the event Executive's employment and this Agreement are
terminated by the Company pursuant to Section 5.5 (Without Cause), the Company
shall pay to Executive, as a severance allowance, his then current monthly Base
Salary plus average Bonuses since the Effective Date for the twenty-four (24)
month period following the date of termination, paid on the Company's regular
paydays throughout that 24-month period, but no other compensation or benefits
of any kind or amount. Any options Executive has been granted under the
Company's employee stock option plan shall be vested upon such termination
pursuant to Section 5.5.
6.4. Except as expressly provided in this Section 6, upon the termination of
this Agreement and Executive's employment, the Company shall not have any
liability or obligation of any kind or character to Executive under the terms of
this Agreement or in connection with the expiration or termination of the
Executive's employment hereunder, including, without limitation, severance
compensation, Bonuses, or other amounts or benefits.
7. Change in Control. In the event of both a Change in Control (as defined
below) and the occurrence of Good Reason (as defined below), any unvested stock
options previously granted to Executive by the Company shall vest 100% upon the
effective date of the later to occur of the Change in Control or the occurrence
of Good Reason.
7.1. Definition of Change in Control. As used herein, a "Change in
Control" means both: (i) a change in the composition of the Board, as a result
of which fewer than 50% of the incumbent directors are directors who either (x)
had been directors of the Company on the Effective Date or, if later, the date
24 months prior to the date of the event that may constitute a Change in Control
(the "original directors") or (y) were elected, or nominated for election, to
the Board with the affirmative votes of at least a majority of the aggregate of
the original directors who were still in office at the time of the election or
nomination and the directors whose election or nomination was previously so
approved; and (ii) one of the following events has occurred: (a) the
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if more than 50% of the combined
voting power of the continuing or surviving entity's securities outstanding
immediately after such merger, consolidation, or other reorganization is owned
by persons who were not stockholders of the Company immediately prior to such
merger, consolidation, or other reorganization; or (b) the sale, transfer, or
other disposition of all or substantially all of the Company's assets. A
transaction shall not constitute a Change of Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.
7.2. Definition of Good Reason. As used herein, "Good Reason" means
any of the following: (i) termination by the Company of Executive's employment
and this Agreement without cause (as that term is defined in Section 5.5) within
three (3) months before, or within six (6) months after, a Change in Control;
(ii) a material reduction in Executive's title, status, authority, or
responsibility at the Company within six (6) months after a Change in Control;
(iii) within six (6) months after a Change in Control, a reduction of
Executive's monthly Base Salary by more than 20% by the Company or a material
reduction in the benefits that were in effect for the Executive immediately
prior to the Change in Control occurs and comparable reductions have not been
made in salary or benefits of the other executive employees of the Company; or
(iv) any material breach by the Company of its material obligations under this
Agreement within six (6) months following a Change in Control.
8. Release. As a condition precedent to the Company's obligation to
provide Executive with the payments and stock option vesting benefits set forth
in Section 6.3 and Section 7, Executive must first execute and deliver to the
Company a legal release, in form and substance acceptable to the Company, in
which Executive releases the Company and its affiliates, directors, officers,
employees, agents, successors, assigns, and others affiliated with the Company
from any and all claims, including claims relating to the Executive's employment
with the Company, the termination of Executive's employment, if applicable, and
any facts that may constitute Good Reason.
9. Ventures. If, during the term of this Agreement, Executive is
engaged in or associated with the planning or implementing of any project,
program, or venture involving the Company and a third party or parties, all
rights in the project, program, or venture shall belong to the Company and shall
constitute a corporate opportunity belonging exclusively to the Company. Except
as approved in writing by the Board, Executive shall not be entitled to any
interest in such project, program, or venture or to any commission, finder's
fee, or other compensation in connection therewith other than the Base Salary to
be paid to Executive as provided in this Agreement.
10. Restrictions.
10.1. Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:
10.1.1. "Trade Secrets" means information that is not generally known
about the Company or its business, including without limitation about its
products, projects, designs, developmental or experimental work, computer
programs, data bases, know-how, processes, customers, suppliers, business plans,
marketing plans and strategies, financial or personnel information, and
information obtained from third parties under confidentiality agreements.
"Trade Secrets" also means formulas, patterns, compilations, programs, devices,
methods, techniques, or processes that derive independent economic value, actual
or potential, from not being generally known to the public or to other persons
who can obtain economic value from its disclosure or use, and is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy. In
particular, the parties agree and acknowledge that the following list, which is
not exhaustive and is to be broadly construed, enumerates some of the Company's
Trade Secrets, the disclosure of which would be wrongful and would cause
irreparable injury to the Company: (1) pricing information; (2) product
development, marketing, sales, customer, and supplier information related to any
Company product or service available commercially or in any stage of development
during Executive's employment with the Company; and (iii) Company marketing and
business strategies, ideas, and concepts. Executive acknowledges that the
Company's Trade Secrets were and are designed and developed by the Company at
great expense and over lengthy periods of time, are secret, confidential, and
unique, and constitute the exclusive property of the Company.
10.1.2. "Restricted Field" means the business of developing,
manufacturing, marketing, selling products based on a pen-based authentication
system that utilizes the dynamic signature characteristics generated by a
specifically designed writing instrument which has imbedded highly sophisticated
sensors that can measure pressure, angle, tilt, speed and acceleration (the
"Bio-Pen") of a user's writing behavior, hence; it these characteristics are
unique to that person and provide very accurate recognition. The highly
encrypted output of a Bio-Pen interacts with software either locally; on a LAN a
WAN or on an intranet or over the Internet to verify that the signature produced
by the Bio-Pen is the signature of a registered user of a signature verification
system. Revenues from the Bio-Pen and software are expected to be obtained
through the sale of Bio-Pens plus the licensing of the verification software or
DynaSig may develop a transaction based payment model for each Bio-Pen signature
verified (the "Business").
10.1.3. "Restricted Period" means the period of two years following the
termination of Employee's employment with the Company, unless a court of
competent jurisdiction determines that that period is unenforceable under
applicable law because it is too long, in which case the Restricted Period shall
be for the longest of the following periods that the court determines is
reasonable under the circumstances: 22 months, 20 months, 18 months, 16 months,
14 months, 12 months, 11 months, 10 months, 9 months, 8 months, 7 months, or 6
months following the termination of Employee's employment with the Company.
10.1.4. "Business Territory" means the entire United States, unless a
court of competent jurisdiction determines that that geographic scope is
unenforceable under applicable law because it is too broad, in which case the
Business Territory shall be amended by eliminating geographical areas and states
from the following list until the Business Territory is determined to be
reasonable: Alabama, Alaska, Arizona, Arkansas, California, Colorado,
Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska,
Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina,
South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Washington,
District of Columbia, West Virginia, Wisconsin, Wyoming, Maricopa County,
Arizona, Phoenix, Arizona.
10.2. Non-Disclosure Obligations.
10.2.1. Executive shall not at any time, during or after his employment with
the Company, without the express written consent of the Board, publish,
disclose, or divulge to any person, firm or corporation, or use directly or
indirectly for the Executive's own benefit or for the benefit of any person,
firm, corporation or entity other than the Company, any Trade Secrets of the
Company.
10.2.2. If Executive is requested (whether by oral questions, interrogatory,
request for documents, subpoena, civil investigative demand or other legal
process) to disclose any part of the Trade Secrets, Executive shall (i) give
prompt written notice to the Company of the existence of, and the circumstances
attendant to, such request, (ii) consult with the Company as to the advisability
of taking legally available steps, at the Company's expense, to resist or narrow
any such request or otherwise to eliminate the need for such disclosure and
(iii) if disclosure is required, cooperate with the Company, at its expense, to
obtain a protective order or other reliable assurance in form and substance
reasonably satisfactory to the Company that confidential treatment will be
accorded to such portion of the Trade Secrets as is required to be disclosed.
10.3. Non-Competition Obligations. Executive acknowledges the substantial
amount of time, money, and effort that the Company has spent and will spend in
developing its products and other strategically important information (including
Trade Secrets), and agrees that during the Restricted Period, Executive will
not, alone or with others, directly or indirectly, as an employee, agent,
consultant, advisor, owner, manager, lender, officer, director, employee,
partner, stockholder, or otherwise, engage in activities in the Restricted
Field, anywhere within the Business Territory, that directly compete with the
Company's existing and planned business, nor have any such relationship with any
person or entity that engages in activities in the Restricted Field; provided,
however, that nothing in this Agreement will prohibit Executive from owning a
passive investment of less than one percent of the outstanding equity securities
of any company listed on any national securities exchange or traded actively in
any national over-the-counter market so long as Executive has no other
relationship with such company in violation of this Agreement. The Restricted
Period set forth in this Section 10.3 shall be extended by the length of any
period during which the Executive is in breach of the restriction set forth
herein to ensure that the Company has the benefit of the entire Restricted
Period.
10.4. Agreement Not to Solicit Customers. Executive agrees that during
Executive's employment with the Company hereunder and thereafter for a period of
twenty-four (24) months (the "Customer Non-Solicitation Period"), Executive will
not, either directly or indirectly, on Executive's own behalf or in the service
or on behalf of others, solicit, divert, or appropriate, or attempt to solicit,
divert, or appropriate, to any competing business any existing or prospective
Company customer with whom the Executive personally had contact during the
twenty-four (24) months preceding the termination of Executive's employment.
The Customer Non-Solicitation Period set forth in this Section 10.4 shall be
extended by the length of any period during which the Executive is in breach of
the restriction set forth herein to ensure that the Company has the benefit of
the entire Customer Non-Solicitation Period.
10.5. Agreement Not to Solicit Employees. Executive agrees that during
Executive's employment with the Company hereunder and for a period of 24 months
thereafter (the "Employment Non-Solicitation Period"), Executive will not,
either directly or indirectly, on Executive's own behalf or in the service or on
the behalf of others solicit, divert, or hire away, or attempt to solicit,
divert, or hire away any person then employed by the Company, nor encourage
anyone to leave the Company's employ. The Employment Non-Solicitation Period
set forth in this Section 10.5 shall be extended by the length of any period
during which the Executive is in breach of the restriction set forth herein to
ensure that the Company has the benefit of the entire Employment
Non-Solicitation Period.
10.6. Non-Disparagement. Executive agrees that during Executive's
employment with the Company hereunder and thereafter, he will not, either
directly or indirectly, disparage, defame, or besmirch the reputation,
character, or image of the Company or its products, services, employees,
directors, or officers.
10.7. Reasonableness. Executive and the Company agree that the
covenants set forth in this Agreement are appropriate and reasonable when
considered in light of the nature and extent of the Company's business.
Executive further acknowledges and agrees that (i) the Company has a legitimate
interest in protecting the Company's business activities and its current,
pending, and potential Trade Secrets; (ii) the covenants set forth herein are
not oppressive to Executive and contain reasonable limitations as to time,
scope, geographical area, and activity; (iii) the covenants do not harm in any
manner whatsoever the public interest; (iv) Executive can work in many different
jobs in Executive's chosen profession besides those in the Restricted Field; (v)
the covenants set forth herein do not completely restrain Executive from working
in Executive's chosen profession, and Executive can earn a livelihood in
Executive's profession without violating any of the covenants set forth herein;
(vi) Executive has received and will receive substantial consideration for
agreeing to such covenants, including without limitation the consideration to be
received by Executive under this Agreement; (vii) the Company directly competes
with other companies within the Business Territory, and if Executive were to
engage in prohibited activities in the Restricted Field within the Business
Territory, it would harm the Company; (viii) the Company expends considerable
resources on hiring, training, and retaining its employees and if Executive were
to engage in prohibited activities during the Employment Non-Solicitation
Period, it would harm the Company; and (ix) the Company expends considerable
resources acquiring, servicing, and retaining its customers and if Executive
were to engage in activities prohibited by Section 10.4, it would harm the
Company.
10.8. Notice to Future Employers. For the period of twenty-four (24)
months following the termination of Executive's employment, Executive shall
provide a copy of this Agreement to any future or prospective employer of
Executive and agrees that the Company also may do so.
11. Other Agreements. Executive agrees to execute and deliver to the
Company the Company's standard confidentiality or proprietary rights agreement.
12. Assignment. This Agreement shall not be assignable, in whole or in
part, by either party without the written consent of the other party, except
that the Company may, without the consent of Executive, assign its rights and
obligations under this Agreement to any corporation, firm or other business
entity (i) with or into which the Company may merge or consolidate, or (ii) to
which the Company may sell or transfer all or substantially all of its assets or
of which 50% or more of the equity investment and of the voting control is
owned, directly or indirectly, by, or is under common ownership with, the
Company. Upon such assignment by the Company, the Company shall attempt to
obtain the assignees' written agreement enforceable by Executive to assume and
perform, from and after the date of such assignment, the terms, conditions, and
provisions imposed by this Agreement upon the Company. After any such
assignment by the Company and such written agreement by the assignee, the
Company shall be discharged from all further liability hereunder and such
assignee shall thereafter be deemed to be the Company for the purposes of all
provisions of this Agreement including this Section 12.
13. Other Provisions.
13.1. Governing Law. This Agreement is made under and shall be
governed by and construed in accordance with the laws of the State of Arizona.
13.2. Injunctive Relief. Executive agrees that it would be difficult
to compensate the Company fully for damages for any violation of the provisions
of this Agreement. Accordingly, Executive specifically agrees that the Company
shall be entitled to temporary and permanent injunctive relief to enforce the
provisions of this Agreement. This provision with respect to injunctive relief
shall not, however, diminish the right of the Company to claim and recover
damages in addition to injunctive relief
13.3. Entire Agreement. This Agreement contains the entire agreement
of the parties relating to the subject matter hereof and supersedes all prior
agreements and understanding with respect to such subject matter, and the
parties hereto have made no agreements, representations, or warranties relating
to the subject matter of this Agreement which are not set forth herein.
13.4. Withholding Taxes and Right of Offset. The Company may withhold
from all payments and benefits under this Agreement all federal, state, city, or
other taxes as shall be required pursuant to any law or governmental regulation
or ruling. Executive agrees that the Company may offset any payments owed to
Executive pursuant to this Agreement or otherwise against any amounts owed by
the Executive to the Company.
13.5. Amendments. No amendment or modification of this Agreement shall
be deemed effective unless made in writing signed by Executive and a
representative of the Company specifically authorized by the Board to execute
the same.
13.6. No Waiver. No term or condition of this Agreement shall be
deemed to have been waived nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived, and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.
13.7. Severability. To the extent any provision of this Agreement
shall be invalid or unenforceable, it shall be considered deleted from this
Agreement and the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect.
13.8. Survivability. Sections 5.6, 6.3, 6.4, 7.3, 8, 10, 11, 12 and 13
of this Agreement shall survive the termination of this Agreement and the
termination of Executive's employment with the Company.
13.9. Rights of Payment. All payments to be made to Executive by the
Company under the terms of this Agreement shall be paid in cash from the general
funds of the Company, and no special or separate funds shall be established an
no other segregation of assets shall be made to assure payment. Executive shall
have no right, title or interest whatsoever in or to any investments which the
Company may make to aid it in meeting its obligations hereunder. Nothing
contained in this Agreement, and no action taken pursuant to the provisions
hereof, shall create, or be construed to create, a trust of any kind or any
fiduciary responsibility of the Company to Executive or any other person. To
the extent that any person acquires a right to receive payments from the Company
hereunder, such right shall be no greater than the right of an unsecured
creditor of the Company
13.10. Notices. All notices and other communications hereunder shall be in
writing and shall be given by delivery in person, by registered or certified
mail (return receipt requested and with postage prepaid thereon) or by cable,
telex or facsimile transmission to the parties at the following addresses (or at
such other address as either party shall have furnished to the other in
accordance with the terms of this Section 13.10):
if to the Company:
VT Gaming Services, Inc., d/b/a Dynamic Biometric Systems
00000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Chairman of the Board
if to the Executive:
Xxxxxxx X. Xxx
00000 X. Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
All notices and other communications hereunder that are addressed as provided in
or pursuant to this Section 13.10 shall be deemed duly and validly given (a) if
delivered in person, upon delivery, (b) if delivered by registered or certified
mail (return receipt requested and with postage paid thereon), 72 hours after
being placed in a depository of the United States mails and (c) if delivered by
cable, telex or facsimile transmission, upon transmission thereof and receipt of
the appropriate answer back.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth above.
VT Gaming Services, Inc.
"COMPANY"
By: /s/ X. X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman of the Board
"EXECUTIVE"
/s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx