Exhibit 10(c)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of _____________, 1996, by
and among SUNRIVER CORPORATION, a Delaware corporation with
offices at (the "Company"), and ________________, an individual
having an address at _________________ (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ and retain the
experience, ability and exclusive services of Executive, and to
prevent any other competitive business from securing his
services, in utilizing his experience, background and know-how;
and
WHEREAS, the Executive desires to be so employed by the
Company upon the terms and conditions herein below set forth.
NOW, THEREFORE, in consideration of the mutual premises
herein set forth, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto
mutually agree as follows:
Employment. The Company shall employ Executive on an
exclusive basis, and Executive hereby agrees to such exclusive
employment for a period of two (2) years, as the
________________________of the Company, commencing on
____________, 1996 and ending on ________________, 1998 (the
"Initial Term"); provided, however, that this Agreement may be
extended for successive one (1) year terms upon the mutual
agreement of the parties (the Initial Term, as same may be
extended, is hereinafter referred to as the "Term") and as may be
terminated as set forth in Section 4. In the event the Company
wishes to renew this Agreement upon the expiration of the Term
(or upon the expiration of any subsequent one (1) year extension
of this Agreement) the Company shall give Executive written
notice thereof (the "Extension Notice") no later than forty-five
(45) days prior to the expiration of the Term. Thereafter,
Executive shall notify the Company in writing of his desire to
continue to be employed by the Company no later than fifteen (15)
days after Executive's receipt of the Extension Notice.
Duties and Responsibilities of Executive. Executive
shall serve as the ______________________of the Company, or in
such other capacity as may be determined by the Company'[s Board
of Directors from time to time, and shall properly perform such
duties as may be assigned to him from time to time by the Board
of Directors of the Company. Executive shall also serve on any
committee to which he may be appointed by the Company's Board of
Directors. In performing his duties under this Agreement,
Executive will fully support and corporate with the Company's
efforts to develop its markets, expand its business, and operate
profitably and in conformity with business and strategic plans
adopted by the Company's Board of Directors from time to time.
Executive shall devote his full time and attention to the
performance of his duties hereunder unless otherwise authorized
by the Board of Directors. A change in the title or duties of
Executive shall not be deemed to be a constructive termination of
Executive's employment.
3. Compensation of Executive.
3.1 Base Salary. Commencing upon the date hereof, the
Company shall pay to Executive a base salary of
____________________ Dollars ($________) per annum, subject to
adjustment as set forth in Sections 3.2 and 3.3 below (the "Base
Salary"). Such compensation shall be paid to Executive with the
same frequency as other executives of the Company are
compensated. Such Base Salary shall be subject to withholding
for the prescribed federal income tax, social security, Medicare,
and other items as required by law, and for other items
consistent with the Company's policy with respect to health
insurance and other benefit plans for similarly situated
Executives.
3.2 Salary Adjustments. The Board of Directors may
review and adjust Executive's Base Salary set forth in Section
3.1 above (and as same may have been previously adjusted in
accordance with the provisions hereof) in its sole discretion
from time to time. The Board of Directors will give
consideration to management's recommendations in considering
increases in Base Salary
3.3 Discretionary Bonus. In addition to Executive's
Base Salary, Executive shall be entitled to such bonus
compensation as Executive may be awarded, from time to time, by a
majority vote of the disinterested members of the Board of
Directors (or appropriate committee) of the Company.
3.4 Expenses. In addition to those expenses expressly
set forth herein, the Company shall pay or reimburse Executive
for all ordinary and necessary out-of-pocket expenses actually
incurred by Executive in connection with performing his duties
hereunder, consistent with the Company's policies then in effect.
3.5 Automobile. With respect to Executive's use of
his personal automobile in connection with the performance of his
duties hereunder, the Company shall, at the direction of
Executive, either reimburse Executive for, or directly pay the
reasonable costs of, the use of such automobile during the Term
of this Agreement up to $_________ per month, and all usual
expenditures in connection therewith; i.e., mileage, tolls,
parking, etc. In the alternative, the Company, at its
discretion, may furnish Executive with an automobile allowance in
an amount to be determined.
3.6 Benefits. Executive shall be entitled to
participate in the Company's pension, profit sharing, group
insurance, option plans, hospitalization, and group health and
benefit plans and all other benefits and plans as the Company
provides to its senior executives to the extent such plans are
established by the Company and to the extent that Executive is
eligible to participate in such plans. Such benefits shall be
subject to the terms of the applicable plan documents, summary
plan descriptions and/or employment policies and shall be subject
to modification, amendment or revocation in accordance with the
terms of such documents, policies and procedures.
3.7 Stock Options. Executive shall also be entitled
to receive stock options to purchase a total of _____________
shares of the Company pursuant to the Company's stock option
plan. The purchase price for the shares shall be the fair market
value thereof as established by the Board of Directors in its
sole discretion.
3.8 Independent Consideration. Concurrently with the
execution of this Agreement, the Company is making a payment of
$1,000 to Executive as independent and additional consideration
for Executive's agreement to comply with the provisions of
Sections 6.4 and 6.5 of this Agreement.
Termination.
4.1 Termination Without Cause. Either the Company or
Executive may terminate this Agreement at any time, without Cause
(as that term is defined below), by giving the other thirty (30)
days prior written notice of termination. If Executive is
terminated without Cause, he shall be entitled to severance pay
in accordance with Section 4.5 hereof.
4.2 Death; Disability. This Agreement shall be
automatically terminated on the death of Executive or in the
event of the permanent disability of Executive if he is no longer
able, with reasonable accommodation, to perform the essential
functions of his position as president and chief executive
officer of the Company. In the event of Executive's disability,
this Agreement shall not terminate unless and until Executive has
been unable to perform the essential functions of his position
for a period of three (3) consecutive months as a result of his
disability.
4.3 Termination for Cause or Resignation. In the
event Executive is discharged for Cause (as that term is defined
below) or in the event Executive resigns, then upon such
occurrence, this Agreement shall be deemed terminated and the
Company shall be released from all obligations to Executive with
respect to this Agreement, including but not limited to
compensation to Executive, except for compensation and other
accounts due and payable to Executive for any period prior to
such date of termination or resignation.
4.4 Definition of Cause. As used herein, the term
"Cause" shall mean
(a) the commission of any act of fraud on the part of
Executive resulting or intending to result in personal gain or
enrichment at the expense of the Company;
(b) misappropriation, embezzlement, theft or willful
and material damage of or to any asset of the Company or the use
of the Company's funds or assets for any illegal purpose;
(c) a good faith determination by the Board of
Directors of the Company that Executive has violated this
Agreement or committed an act of dishonesty, breach of fiduciary
duty involving personal profit, action (or omission) aiding or
abetting a competitor, supplier, or customer of the Company or
its affiliates to the material disadvantage of the Company or its
affiliates, or an act of gross negligence or willful misconduct
that has or is reasonably expected to have a material adverse
effect on the business or affairs of the Company; or
(d) the conviction of Executive of any felony, or the
commission of any criminal or illegal act on the part of
Executive which materially and adversely, whether directly or
indirectly, affects the name or goodwill of the Company.
4.5 Severance Pay. In the event of termination,
Executive shall be entitled to compensation (the "Severance Pay")
in accordance with the following:
(a) (i) In the event Executive resigns within ninety
days after a Change in Control (hereinafter defined) or (ii) if
this Agreement is terminated by the Company prior to the
expiration of the Term of this Agreement, and such termination is
not for Cause, then Executive shall be entitled to Severance Pay
in an amount equal to the amount of Base Salary (at his then
current Base Salary rate excluding any increases that would have
taken effect after the effective date of termination and any
bonus and noncash benefits) that the Executive would have earned
between the effective date of termination through the expiration
of the Term, but not less than what the Executive would have
earned over a period of eighteen (18) months, less applicable
payroll deductions (and any other deductions authorized in
writing by the Executive), payable installments at such time or
times as would have been paid to Executive had he remained
employed by the Company. The Company shall continue to provide
Executive with group life and medical insurance during such
twenty four month period. In the event of Executive's
termination as described in the first section of this Section
4.5(a), all of Executive's then unvested stock options shall be
vested in full and fully exercisable.
For the purposes of this Agreement, "Change in Control"
shall be deemed to have occurred if (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than persons currently
holding securities representing 25% or more of the combined
voting power of the outstanding securities of the Company,
becomes the "beneficial owner" (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power
of the outstanding securities of the Company, or (ii) during any
period of two consecutive years, individuals who at the beginning
of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or
nomination for election by the shareholders of the Company was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning
of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the shareholders of the Company
approve (A) a merger or consolidation of the Company with any
other entity (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) at least 66% of the combined
voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation), (B) a plan of complete liquidation of the Company
or (C) an agreement or agreements for the sale or disposition, in
a single transaction or series of related transactions, by the
Company of all or substantially all of the property and assets of
the Company, or (iv) either Xxx Xxxxxxxx or Xxx Xxxxx is removed
from the Board of Directors of the Company without cause or
resigns from the Board of Directors of the Company under duress
including, without limitation, threat of removal.
(b) If Executive's employment is terminated by reason
of a disability, Executive shall be entitled to Severance Pay in
an amount equal to the amount of monthly Base Salary (at his then
current Base Salary rate excluding any increases that would have
taken effect beyond the date of termination and any bonus and
noncash benefits) the Executive would have earned for the six (6)
month period subsequent to the effective date of termination,
payable at such time or times as would have been paid to
Executive had he remained employed by the Company.
(c) If (i) Executive voluntarily terminates his
employment, (ii) the Company terminates this Agreement for Cause,
or (iii) if Executive's employment is terminated by reason of his
death, Executive shall not be entitled to receive any additional
salary, bonus or benefits beyond those earned or accrued as of
the effective date of the termination of his employment.
4.6 Effect of Termination on Agreement. Any
termination of Executive's employment shall not release either
the Company or Executive from their respective obligations under
this Agreement that are required to be performed subsequent to
the date of such termination, including but not limited to those
obligations set forth under Sections 3 and 6.
4.7 Payments to Estate. If Executive should die
before all amounts payable to him pursuant to Section 4.5 have
been paid, such unpaid amounts shall be paid to the personal
representative of Executive's estate.
Vacation and Sick Leave. Executive shall be entitled
to paid vacation and sick leave in accordance with the Company's
policies as are applicable to all other executive employees.
Confidentiality and Noncompetition.
6.1 Confidential Information. During the period of
Executive's employment with the Company, and after the
termination thereof for any reason, Executive agrees that,
because of the valuable nature of the Confidential Information
(hereinafter defined), Executive shall use Executive's best
efforts to maintain and protect the secrecy of the Confidential
Information. Without in any manner limiting the generality of
the foregoing obligation, Executive agrees that Executive shall
not, directly or indirectly, undertake or attempt to undertake
any of the following activities:
(a) disclose any Confidential Information to any other
person or entity;
(b) use any Confidential Information for Executive's
own purposes;
(c) make any copies, duplicates or reproductions of
any Confidential Information;
(d) authorize or permit any other person or entity to
use, copy, disclose, publish or distribute any Confidential
Information; or
(e) undertake or attempt to undertake any activity the
Company is prohibited from undertaking or attempting to undertake
by any of its present or future clients, customers, suppliers,
vendors, consultants, agents or contractors.
As used in this Agreement, the term "Confidential
Information" means any knowledge, information or property
relating to, or used or possessed by, the Company, and includes,
without limitation, the following: trade secrets; patents,
copyrights, software (including, without limitation, all
programs, specifications, applications, routines, subroutines,
techniques and ideas for formulae); concepts, data, drawings,
designs and documents; names of clients, customers, Executives,
agents, contractors, and suppliers; marketing information;
financial information and other business records; and all copies
of any of the foregoing, including notes, extracts, memoranda
prepared or suffered or directed to be prepared by Executive
based on any Confidential Information. Executive agrees that all
information possessed by him, or disclosed to him, or to which
Executive obtains access during the course of Executive's
employment with the Company shall be presumed to be Confidential
Information under the terms of this Agreement, and the burden of
proving otherwise shall rest with Executive.
6.2 Return of Confidential Information. Upon
termination of Executive's employment with the Company for any
reason, Executive agrees not to retain or remove from the
Company's premises any records, files or other documents or
copies thereof or any other Confidential Information whatsoever,
and Executive agrees to surrender same to the Company, wherever
it is located, immediately upon termination of Executive's
employment.
6.3 Assignment of Intellectual Property. During the
period of Executive's employment with the Company, all processes,
products, methods, improvements, discoveries, inventions, ideas,
creations, trade secrets, know-how, machines, programs, designs,
routines, subroutines, techniques, ideas for formulae, writings,
books and other works of authorship, business concepts, plans,
projections and other similar items, as well as all business
opportunities, conceived, designed, devised, developed, perfected
or made by the Executive, whether alone or in conjunction with
others, and related in any manner to the actual or anticipated
business of the Company or to actual or anticipated areas of
research and development (collectively, the "Intellectual
Property"), shall be promptly disclosed to and become the
property of the Company, and Executive hereby assigns, transfers
and conveys the Intellectual Property to the Company. Executive
further agrees to make and provide to the Company any documents,
instruments or other materials necessary or advisable to vest,
secure, evidence or maintain the Company's ownership of the
Intellectual Property, and patents, copyrights, trademarks and
similar foreign and domestic property rights with respect to the
Intellectual Property. The term "Intellectual Property" shall be
given the broadest interpretation possible and shall include any
Intellectual Property conceived, designed, devised, developed,
perfected, or made by the Executive during off-duty hours and
away from the Company's premises, as well as to those conceived,
designed, devised, developed, perfected, or made in the regular
course of Executive's performance.
6.4 Noncompetition Agreement. Executive acknowledges
that the Company has provided and may provide additional special
training (including, without limitation, training relating to
programming, servicing or marketing of sophisticated computer
programs and services related to the Internet) to Executive to
enable Executive to perform Executive's duties as an Executive of
the Company. As a result, and as an ancillary covenant to the
terms and conditions set forth elsewhere in this Agreement,
including the covenants set forth in Sections 6.1 and 6.2, and in
consideration of the mutual promises set forth herein and other
good and valuable consideration received and to be received,
including the independent consideration described in Section 3.8,
the receipt and sufficiency of which are hereby acknowledged,
Executive agrees that, during the term of Executive's employment
and for a period (the "Restricted Period") of twelve (12) months
after the termination of the Executive's employment with the
Company, Executive shall not, in the Geographic Area (hereinafter
defined) (i) directly or indirectly own, engage in, consult with,
be employed by or be connected with any business or activity in
the same capacity which the Executive is engaged at the Company
with a third party which directly or indirectly competes with the
Company's business (a "Competing Business"), (ii) canvass any
business from any of the Company's current or former clients,
(iii); assist others to open or operate any Competing Business;
or (iv) solicit, recommend or induce Executives of the Company to
terminate their employment with the Company. As used in this
Agreement, the term Geographic Area means the United States of
America.
6.5 Nonsolicitation Agreement . During the Restricted
Period, Executive will not without the express prior written
approval of the Board of Directors of the Company (which shall
have no obligation to provide such approval) (i) directly or
indirectly, in one or a series of transactions, recruit, solicit
or otherwise induce or influence any proprietor, partner,
stockholder, lender, director, officer, Executive, sales agent,
joint venturer, investor, lessor, supplier, customer, agent,
representative or any other person which has a business
relationship with the Company to discontinue, reduce or modify
such employment, agency or business relationship with the
Company, or (ii) employ or seek to employ or cause any Competing
Business to employ or seek to employ any person or agent who is
then (or was at any time within six (6) months prior to the date
the Executive or the Competing Business employs or seeks to
employ such person) employed or retained by the Company.
Notwithstanding the foregoing, nothing herein shall prevent the
Executive from providing a letter of recommendation to an
Executive with respect to a future employment opportunity.
6.6 Reasonableness of Covenants. Executive has
carefully read this Section 6 and agrees and acknowledges that
the limitations as to time, geographical area and scope of
activity to be restrained are reasonable and do not impose a
greater restraint than is necessary to protect the goodwill and
business interests of the Company. Executive has agreed to the
foregoing covenants because (a) Executive recognizes that the
Company has a legitimate interest in protecting the
confidentiality of its business secrets (including the
Confidential Information), (b) Executive agrees that such
noncompetition agreement is not oppressive to him nor injurious
to the public, (c) the Company has provided specialized and
valuable training and information to Executive, and (d) the
Company would not have entered into this Agreement without
Executive's agreement the covenants set forth in this Section 6.
Executive further understands and agrees that, if at some later
date, a court of competent jurisdiction determines the scope,
duration or geographic area of any covenant set forth in this
Section 6 to be over broad or unenforceable for any reason, these
covenants shall be reformed by the court, pursuant to Tex. Bus. &
Co. Code Xxx. Section 15.50(2) (or any successor provision) and
enforced to the maximum extent permissible under Texas law.
7. Detrimental Statements. For so long as this Agreement
remains in effect and for a period of 18 months after the date
of termination or expiration of this Agreement (the "Applicable
Period for Detrimental Statements"), Executive will not,
knowingly or intentionally, directly or indirectly, in any
individual or representative capacity whatsoever make any
statement, oral or written, or perform any act or omission which
is or could be detrimental in any material respect to the
goodwill of Company, provided that any truthful statement made by
Executive in good faith shall not violate this Section 7. During
the Applicable Period for Detrimental Statements the Company will
not, and will make good faith efforts to ensure that Company's
directors, officers, and employees do not, knowingly or
intentionally, directly or indirectly, make any statement, oral
or written, or perform any act or omission which is or could be
detrimental in any material respect to the goodwill or reputation
of Executive, provided that any truthful statement make by
Company or Company's employees in good faith shall not violate
this Section 7.
8. Conflict of Interest. In keeping with Executive's
fiduciary duties to Company, Executive agrees that while employed
by Company he will not, acting alone or in conjunction with
others, directly or indirectly, become involved in a conflict of
interest or, upon discovery thereof, allow a conflict of interest
to continue. Moreover, Executive agrees that he will immediately
disclose to the Board of Directors or the President and Chief
Executive Officer of Company any facts which might involve any
reasonable possibility of a conflict of interest. It is agreed
that any direct or indirect interest in, connection with, or
benefit from any outside activities, where such interest might in
any way adversely affect company, involves a possible conflict of
interest. Circumstances in which a conflict of interest on the
part of Executive might arise, and which must be reported
immediately by Executive to the Board of Directors of Company,
include, but are not limited to, the following: (a) ownership of
a material interest in any supplier, contractor, subcontractor,
customer, or other entity with which company does business; (b)
acting in any capacity, including director, officer, partner,
consultant, employee, distributor, agent, or the like, for a
supplier, contractor, subcontractor, customer, or other entity
with which Company does business; (c) accepting, directly or
indirectly, payment, service, or loans from a supplier,
contractor, subcontractor, customer, or other entity with which
Company does business, including, but not limited to gifts,
trips, entertainment, or other favors of more than a nominal
value (which is deemed to be less than $1,000 for purposes of
this Agreement); (d) misuse of Company's information or
facilities to which Executive has access in a manner which will
be detrimental to Company's interest, such as utilization for
Executive's own benefit of know-how, inventions, or information
developed through Company's business activities; (e) disclosure
or other misuse of Confidential Information of any kind obtained
through Executive's connection with Company; (f) the ownership,
directly or indirectly, of a material interest in an enterprise
in competition with Company, or acting as an owner, director,
principal, officer, partner, consultant, employee, agent,
servant, or otherwise of any enterprise which is in compassion
with the Company; and (g) appropriation of a Corporate
Opportunity, as defined in Section 9 of this Agreement.
9. Corporate Opportunities. Executive acknowledges that
during the course of his employment by Company he may be offered
or become aware of business or investment opportunities in which
Company may or might have an interest (a "Corporate Opportunity")
and that he has a duty to advise Company of any such Corporate
Opportunities before acting upon them. Accordingly, Executive
agrees (a) that he will disclose to Company's Board of Directors
any Corporate Opportunity offered to Executive or of which
Executive becomes aware and (b) that he will not act upon any
Corporate Opportunity for his own benefit or for the benefit of
any person or entity other than Company without first obtaining
the consent or approval (a "Corporate Opportunity Consent") of
Company's Board of Directors (whose consent or approval may be
granted or denied solely at the discretion of Company's Board of
Directors); provided, however, that the failure of Company's
Board of Directors to affirmatively approve the requested
Corporate Opportunity Consent within 20 days after Executive's
written disclosure of the Corporate Opportunity will be deemed to
constitute the granting by Company of the requested Corporate
Opportunity Consent. Upon receipt of a Corporate Opportunity
Consent (whether as a result of the affirmative action of
Company's Board of Directors or as a result of the failure of
Company's Board of Directors to affirmatively approve the request
within the 20-day period described in the preceding sentence),
Executive may act upon the Corporate Opportunity for his own
benefit or for the benefit of others so long as such action does
not inhibit his ability to perform his duties under this
Agreement or otherwise represent a conflict of interest in
contravention of the agreements contained in Section 8 or a
competitive activity in contravention of the agreements contained
in paragraph 6.4.
10. Miscellaneous.
10.1. Assignment. Neither Executive nor the
Company may assign or delegate any of their rights or duties
under this Agreement without the express written consent of the
other.
10.2 Injunctive Relief. Executive acknowledges that
the services to be rendered under the provisions of this
Agreement are of a special, unique and extraordinary character
and that it would be difficult or impossible to replace such
services. Accordingly, Executive agrees that any breach or
threatened breach by him of the covenants contained in Section 6
of this Agreement may cause irreparable harm to the Company for
which monetary damages may not be adequate and accordingly, any
such breach or threatened breach of Section 6 of this Agreement
shall entitle Company, in addition to all other legal remedies
available to it at law or in equity, to seek a temporary or
permanent injunction to enjoin such breach or threatened breach.
Such injunction shall be available without the posting of any
bond or other security, and the Executive hereby consents to the
issuance of such injunction.
10.3 Binding Effect. This Agreement shall inure to the
benefit of, be binding upon and enforceable against, the parties
hereto and their respective successors, heirs, beneficiaries and
permitted assigns.
10.4 Headings. The headings contained in this
Agreement are for convenience of reference only and shall not
affect in any way the meaning or interpretation of this
Agreement.
10.5 Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall
be in writing and shall be deemed to have been duly given when
personally delivered, sent by registered or certified mail,
return receipt requested, postage prepaid, or by private
overnight mail service (e.g. Federal Express) to the party at the
address set forth above or to such other address as either party
or the Company may hereafter give notice of in accordance with
the provisions hereof. Notices shall be deemed given on the
sooner of the date actually received or the third business day
after sending.
10.6 Waiver. The waiver by either party of a breach of
any provision of this Agreement shall not operate or be construed
as a continuing waiver of any subsequent breach by either party.
No waiver by either party of any provision or condition to be
performed shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or any prior or
subsequent time. No waiver by either party of any provisions or
condition to be performed shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or any prior
or subsequent time.
10.7 Governing Law; Jurisdiction and Venue. Regardless
of the place of performance, this Agreement shall be governed by
and construed in accordance with the laws of the State of Texas
without giving effect to such State's conflicts of laws
provisions.
10.8 Arbitration. Any controversy or claim arising out
of or relating to this Agreement, or the breach thereof, shall be
settled by binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association in
Austin, Texas, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction
thereof, and shall not be appealable. Judicial proceedings may
be commenced only to enforce this arbitration agreement or to
enforce the results of arbitration; provided that such
prohibition shall not apply in the event that a court ordered
injunction is an appropriate remedy for a breach of this
Agreement.
10.9 Severability. If, for any reason, any provision
of this Agreement is held invalid, such invalidity shall not
affect any other provision of this Agreement not held so invalid,
and each such other provision shall to the full extent consistent
with law continue in full force and effect. If any provision of
this Agreement shall be held invalid in part, such invalidity
shall in no way affect the rest of such provision not held so
invalid, and the rest of such provision, together with all other
provisions of this Agreement, shall to the full extent consistent
with law continue in full force and effect.
10.10 Counterparts. This Agreement may be executed
simultaneously in one or more original or facsimile counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one of the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
COMPANY: SUNRIVER CORPORATION
By:___________________________________
Name:_________________________________
Title:__________________________________
EXECUTIVE:
_____________________________________
