EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered as of the 14th
day of April 14, 1998 by and between Docucon, Incorporated, a corporation
organized and existing under the laws of the State of Delaware ("Company"), and
Xxxxx X. Xxxxxxx, an individual residing in San Antonio, Bexar County, Texas
("Employee").
FOR AND IN CONSIDERATION of the mutual covenants herein contained and the
mutual benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. INTRODUCTION. It is the intent and purpose of Company and Employee to
specify in this Agreement the terms and conditions of Employee's employment with
Company.
2. EMPLOYMENT. Company hereby employs Employee and Employee hereby accepts
employment with Company on the terms and conditions herein set forth. In
consideration of Employee's employment by Company, Employee agrees to the terms,
conditions and covenants of this Agreement.
3. TERM OF EMPLOYMENT. This Agreement shall be effective as of April 1,
1998 and shall continue thereafter until terminated as provided HEREIN.
4. DUTIES AND RESPONSIBILITIES. Employee is hereby employed as, and shall
serve in the capacity of, Vice Chairman and Chief Operating Officer of Company.
Employee shall have the duties and responsibilities normally performed by an
executive officer in such position, and shall perform services commensurate with
such position for Company as may be determined from time to time by the Board of
Directors of Company. Employee shall report to the President/Chief Executive
Officer of Company and shall perform services hereunder as directed by the
President/Chief Executive Officer of Company, as further clarified in Exhibit I.
During the term of this Agreement Employee's primary business interest shall be
the Company, and Employee shall devote such of his time, attention, skills and
energies as may be necessary to discharge his duties and responsibilities
hereunder. Employee shall, in the performance of services hereunder, use his
best efforts to serve and advance the interest of Company well and faithfully.
5. COMPENSATION AND BENEFITS. The compensation and other benefits payable
to or accruing to Employee under this Agreement shall constitute the full
consideration to be paid to Employee for all services to be rendered by Employee
to Company and all other agreements of Employee hereunder.
5.01 SALARY. As compensation for all services of whatever type
rendered by Employee in the performance of these duties under this Agreement and
for all other agreements and undertakings of Employee hereunder, Company shall
pay to Employee a minimum annual salary as set forth in this Section 5.01.
Employee's annual base salary ("Base Salary") shall be Ninety Six Thousand
Dollars ($96,000.00). Such Base Salary shall be payable in equal regular
installments in accordance with Company's customary payroll payment policy. In
addition to Employee's Base Salary, Company shall, once each month, on a
customary payroll payment date, pay to Employee a sum calculated by the
following formula:
5.5% OF MONTHLY OPERATING PROFITS (AS DEFINED IN THE COMPANY'S ACCOUNTING
RECORDS), FROM THE COMPANY'S DOCUMENT CONVERSION BUSINESS IN THE GOVERNMENT
AND COMMERCIAL MARKETS, INCLUDING "OUTSOURCING DAY-FORWARD" ACCOUNTS, BUT
EXCLUDING NON-CONVERSION" BUSINESSES SUCH AS DATA WAREHOUSING,
PRINT-ON-DEMAND AND OTHER NEW BUSINESS THAT THE COMPANY MAY ENTER. IT IS ALSO
UNDERSTOOD THAT THE OPERATING PROFITS ON WHICH THIS CALCULATION SHALL BE
PERFORMED WILL EXCLUDE ANY ALLOCATION OF CORPORATE OVERHEAD (EXCEPT FOR
EXPENSES DIRECTLY RELATED TO THE CONVERSION OPERATION, SUCH AS, OCCUPANCY,
EMPLOYEE BENEFITS, ETC.).
Employee's annual salary will be reviewed periodically by the Board of Directors
of the Company for adjustment based on performance in accordance with Company's
normal compensation policies and practices. It is specifically understood and
agreed that a portion of Employee's annual salary hereunder is attributable to
Employee's agreement, pursuant to Section 10 hereof, to maintain the
confidentiality of "Confidential Information" (as herein defined), both during
and after the term of this Agreement, and that Employee's salary would be
reduced significantly if Employee did not agree to be bound by the terms of
Section 10. It is further understood and agreed that a portion of Employee's
annual salary is attributable to Employee's agreement, pursuant to Section 11
hereof, not to compete with Company either during or for a specified period of
time after the expiration or termination of this Agreement and that Employee's
annual salary would be reduced significantly if Employee did not agree to be
bound by the terms of Section 11 hereof. Employee agrees that he is being fairly
and reasonable compensated for the agreements undertaken by Employee pursuant to
Sections 10 and 11 hereof.
5.02 BENEFITS. Employee shall be entitled to a reasonable paid
vacation each year, the times for such vacation to be mutually agreed upon by
Employee and Company. As an executive officer of Company, Employee shall be
entitled to participate in the Company benefit programs designed for Company
employees with similar salaries, duties and/or responsibilities.
5.03 EXPENSES. Company shall pay or reimburse Employee for all
reasonable and necessary expenses actually incurred or paid by Employee during
the term of this Agreement in the performance of Employee's services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting documents as Company may reasonably require; PROVIDED, HOWEVER, that
the maximum amount available for such expenses during any period may, upon
written notice to Employee, be fixed in advance by the Board of Directors of
Company.
6. INSURANCE. Company may, in its sole and absolute discretion, at any time
after the Effective Date, apply for and procure, as owner and for its own
benefit, insurance on the life of Employee, in such amounts and in such forms as
Company may choose. Employee shall have no interest whatsoever in any insurance
policy or policies obtained by Company, but Employee shall, at Company's
request, submit to such medical examinations, supply such information and
execute and deliver such documents as may be required or reasonably requested by
Company or the insurance company or companies to which Company has applied for
such insurance.
7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Employee represents,
warrants and agrees that: (i) Employee is not currently bound by any employment
agreement, restriction or other obligation of any kind which would in any way
materially interfere with or be inconsistent with the services to be provided by
Employee to Company hereunder, (ii) Employee will not, during the term of this
Agreement, become engaged as an employee, consultant, independent contractor or
representative or in any other capacity or otherwise perform services of any
kind for any person or entity or assume any such obligations or restrictions, in
whatever capacity, which would in any way materially interfere with or be
inconsistent with the services to be provided by Employee to Company hereunder;
(iii) Employee is free to enter into this Agreement and the services and work
product provided by Employee to Company hereunder will be original works of
Employee and no portion of such services or work product, or the use or
distribution thereof by Company, violates or will violate, or is or will be
protected by, the right, title or interest of any patent, copyright, license or
other similar property or proprietary right of any third person or entity; and
(iv) in no event and at no time shall Employee, whether during or after the term
of this Agreement, disparage, denigrate or otherwise defame Company or the
business, services, properties or assets, or any of the officers, directors,
employees, agents or other representatives, of Company to any person or entity.
The representations contained in this Section shall survive the expiration or
termination of this Agreement.
8. REGULATIONS AND POLICIES. Employee shall, during the term of this
Agreement, comply with all Company regulations and policies, including, without
limitation, security regulations.
9. CONFIDENTIAL INFORMATION. The term "Confidential Information", as used
herein, shall mean and include any and all documents, knowledge, data or
information (in whatever medium) know, communicated, provided or made available
to Employee, whether before or after the execution of this Agreement, which are
marked with a confidentiality legend by Company or which Employee knows or
reasonably should know constitute trade secrets of Company or information
belonging to third parties to whom Company may have an obligation of
confidentiality or which embody, comprise, relate to, are incorporated in or
constitute "Intellectual Property" (as herein defined) in any stage of
development; including, in each case, all trade secrets and other proprietary
ideas, concepts, know-how, methodologies and information incorporated therein;
PROVIDED, HOWEVER, that Confidential Information shall not include any
information or materials which are or become generally available to the public
other than as a result of any breach of the provisions of this Agreement or any
other agreement between Employee and Company (or their respective successors,
assigns or affiliates). The term "Intellectual Property", as used herein, shall
include any and all information or materials, in any medium, of a technical or a
business nature relating to the actual or reasonably anticipated business of
Company, such as ideas, discoveries, designs, inventions, improvements, trade
secrets, know-how, manufacturing processes, product formulae, design
specifications, writings and other works of authorship, computer software,
financial figures, marketing plans, customer lists and data, business plans or
methods and any other material relating to the actual or reasonably anticipated
business of the Company. In connection with computer software, the term
"Intellectual Property" shall include, without limitation, the data bases, data
processing and communications networking systems, practices and procedures and
other internal systems, logic and controls, and the object code, source code,
source listings, programming systems, programming or systems documentation and
specifications, and user, operations or systems manuals or documentation related
thereto or incorporated therein, firmware, models, sketches, writings, flow
charts, diagrams, graphs or data related thereto, together with all
modifications, enhancements, improvements, accessions, amendments, supplements
or other additions to any of the foregoing.
10. CONFIDENTIALITY. Employee acknowledges and agrees that in his
employment by Company he occupies a position of trust and confidence and that
during the term of his employment under this Agreement he will have access to
and will become familiar with Company's Confidential Information. Employee
further acknowledges and agrees that the Confidential Information, including any
and all copies thereof, constitutes trade secrets of Company and is confidential
and proprietary information of Company. Employee further acknowledges and agrees
that he has no right, title, interest or claim in or to any of the Confidential
Information or any copies thereof. Employee agrees to maintain the
confidentiality of the Confidential Information and agrees that he will not
take, or permit to be taken, any action with respect to the Confidential
Information (or any portion thereof) which is inconsistent with the confidential
and proprietary nature of such information. Without limiting the generality of
the foregoing, Employee agrees that he will not, directly or indirectly, without
the prior specific written consent of Company, except as specifically required
in the course of his employment,
(i) communicate, divulge, transmit or otherwise disclose any
Confidential Information to any person, firm, partnership, corporation or other
entity, or
(ii) use any confidential Information in any manner except as
specifically required in connection with the performance of services hereunder,
or
(iii) copy, reproduce or otherwise duplicate any Confidential
Information in any fashion, in whole or in part.
Employee agrees to take any and all steps reasonably necessary to protect the
confidentiality of the Confidential Information. Employee shall, upon
termination of this Agreement, immediately return to Company all Confidential
Information in Employee's control or possession, including, without limitation,
any and all copies thereof. This Section shall survive the expiration or
termination of this Agreement.
11. RESTRICTIVE COVENANT AND NONCOMPETITION.
11.01 NONCOMPETE. During the term of this Agreement, Employee
shall not, directly or indirectly, own, manage, operate, join, control or
participate in, or be connected with, directly or indirectly, as an officer,
director, stockholder, employee, advisor, consultant, partner, owner, agent,
representative or in any other capacity, any "Competitive Business"; PROVIDED,
HOWEVER, that the foregoing shall not prohibit Employee from becoming a
shareholder owning less that five percent (5%) of the shares of a corporation
whose shares are publicly traded. As used herein, the term "Competitive
Business" shall mean and include any person, firm, corporation or other entity
which offers services relating to the conversion or transferring of information
form paper or microform to computer accessible media or which engages in
document conversion, storage and/or retrieval services or which otherwise
competes in any fashion with any products or services offered by Company or
which it is reasonably anticipated will be offered by Company or which it is
reasonably anticipated will be offered by Company in the foreseeable future.
11.02 UPON TERMINATION. As an independent covenant, Employee
agrees that, for a period of one (1) year commencing upon the termination or
expiration of this Agreement for any reason, he will not, unless granted express
written permission by the Board of Directors of Company, directly or indirectly,
own, manage, operate, join, control or participate in, or be connected with,
directly or indirectly, as an officer, director, stockholder, employee, advisor,
consultant, partner, owner, agent, representative or in any other capacity, any
Competitive Business; PROVIDED, HOWEVER, that the foregoing shall not prohibit
Employee from becoming a shareholder owning less than five percent (5%) of the
shares of a corporation whose shares are publicly traded.
11.03 NO USURPATION. As an independent covenant, Employee agrees,
during the term of this Agreement and, upon termination or expiration of this
Agreement for any reason, for a period of one (1) year thereafter, unless
granted express written permission by the Board of Directors of Company, not to
divert, take, solicit and/or accept on his own behalf or on behalf of any other
person, firm, company or other entity, any business of any customer or client of
Company whose identity became known to Employee through his employment by or
involvement with Company which constitutes business relating to the actual or
reasonably anticipated business of Company.
11.04 COMPANY EMPLOYEES. As an independent covenant, Employee
agrees, during the term of this Agreement and, upon termination or expiration of
this Agreement for any reason, for a period of one (1) year thereafter, not to
induce or attempt to influence any employee of Company to terminate his or her
employment with Company.
11.05 REASONABLENESS. Employee acknowledges and agrees that the
covenants and agreements set forth in this Section are made to protect the
legitimate business interests of Company, including Company's interest in
Confidential Information, and not to restrict his mobility or to prevent him
from utilizing his skills. Employee recognizes and acknowledges the necessarily
national and international scope of the market served by Company and agrees that
the restrictions set forth in this Section are reasonable.
11.06 SURVIVAL. This Section 11 shall survive the expiration or
termination of this Agreement.
12. OWNERSHIP OF DEVELOPMENTS AND WORK PRODUCTS.
12.01 DEVELOPMENT. Employee agrees that any and all Intellectual
Property and any and all other material relating to the actual or reasonably
anticipated business or services of Company, developed, prepared, conceived,
made, discovered or suggested by Employee, solely or jointly with others, during
the term of this Agreement, whether on or off the premises of Company
(collectively "Developments"), including all such Developments as are originated
or conceived during the term of this Agreement but which are completed or
reduced to practice thereafter, shall be deemed to be "works made for hire"
within the meaning of Title 17, U.S.C. 101, and shall be and remain the sole and
exclusive property of Company. To the extent that any such Developments may not,
by operation of law, be "works made for hire", Employee hereby assigns,
transfers and conveys to Company the ownership of all right, title and interest
in and to such Developments, including, without limitation, all copyrights,
patents and other proprietary and property rights applicable thereto, and
Company shall have the right to obtain and hold in its own name such copyrights,
patents or other proprietary protection which may be available or become
available in such Developments. Employee agrees that Company shall have the
right to keep such Developments as trade secrets, if Company chooses.
12.02 COOPERATION. Employee agrees, at any time during the term
of this Agreement and thereafter, to execute such documents and provide such
additional cooperation as Company may reasonably request or require in order to
perfect, evidence, protect or secure Company's right, title and interest in and
to any and all such Developments. Without limiting the generality of the
foregoing, either during or subsequent to Employee's employment, upon the
request and at the expense of Company, and for no remuneration in addition to
that due Employee hereunder pursuant to his employment by Company, Employee
agrees to execute, acknowledge and deliver to Company or its attorneys any and
all instruments which in the judgment of Company or its attorneys may be
necessary or desirable to secure or maintain for the benefit of Company adequate
patent, copyright and/or other property or proprietary rights protection in the
United States and/or foreign countries with respect to any Developments,
including, but not limited to: (i) domestic and foreign patents, trademarks,
service marks and copyright applications, (ii) any other applications for
securing, protecting or registering any property or proprietary right, and (iii)
powers of attorney, assignments, oaths, affirmations, supplemental oaths and
sworn statements.
12.03 DISCLOSURE TO COMPANY. Employee shall, during the term of
this Agreement and for a period of one (1) year thereafter, disclose promptly in
writing to Company all Developments, whether copyrightable, patentable or not,
made, discovered, written, conceived, first reduced to practice or developed by
Employee, either alone or in conjunction with any other person or entity. Any
Developments disclosed by Employee within one (1) year following termination of
his employment with Company shall be deemed to be owned by Company under the
terms of Section 12.01 hereof, unless proved by Employee to have been conceived
after termination of Employee's employment.
12.04 SURVIVAL. This Section 12 shall survive the expiration or
termination of this Agreement.
13. PERFORMANCE BY EMPLOYEE. Employee acknowledges and agrees that the
value of the Confidential Information and the success and long-term viability of
Company depends largely upon Employee's performance of his obligation under
Sections 10, 11 and 12 of this Agreement.
14. INJUNCTIVE RELIEF. Employee acknowledges and agrees that in the event
of any unauthorized use or disclosure of Confidential Information in violation
of the terms and conditions of Section 10 of this Agreement by Employee, or any
breach of any of the terms and conditions of Sections 11 or 12 of this Agreement
by Employee, Company will suffer irreparable injury not compensable by money
damages and therefore will not have an adequate remedy available at law.
Accordingly, if Company institutes an action or proceeding to enforce the
provisions of Sections 10, 11 or 12 of this Agreement, Company shall be entitled
to obtain such injunctive relief or other equitable remedy from a court of
competent jurisdiction as may be necessary or appropriate to prevent or curtail
any such breach, threatened or actual. The foregoing shall be in addition to and
without prejudice to such other rights as Company may have at law or in equity.
15. TERMINATION.
15.01 TERMINATION. Employee's employment hereunder is terminable,
with or without cause, at the will of either Company or Employee upon the giving
of 30 days' prior written notice by either party. If Employee's termination is
voluntary or "for cause," Company shall discontinue Employee's compensation as
of the effective date of the termination of Employee's employment. If Employee's
termination is involuntary and/or without cause, including, without limitation,
termination resulting from the death or mental or physical disability of
Employee, Employee's regular Base Salary shall continue to be paid until
September 30, 2000. In addition, Company shall, on each of its customary payroll
payment dates until September 30, 2000, pay to Employee a sum equal to the
bonuses as calculated in paragraph 5.01 for "Gross Margins Attributable to
Employee" (as herein defined) of the Company during the Payroll Payment Period
terminating on the day immediately preceding such payroll payment date. As used
herein, the term "Gross Margins Attributable to Employee" shall mean and include
(i) gross margins attributable to contracts existing, in place and executed as
of the effective date of termination of Employee's employment hereunder. In
addition, employee will retain the right to exercise all vested options granted
under the 1998 Stock Option Plan and the 1998 Executive Stock Option Plan
(TARSOP) until September 30, 2000. So long as (1) Employee has not been
terminated "for cause", or (2) Employee has not voluntarily terminated
employment with Company, prior to September 30, 2000, then the Company agrees to
employ Employee as a consultant commencing September 30, 2000 until September
30, 2005 at the annual rate of $30,000. In addition, the Company will purchase a
financial instrument ("instrument") which will provide Employee $30,000 annual
income each year commencing September 30, 2005 TO September 30, 2010; provided,
however, should (1) Employee voluntarily terminate his employment, or (2)
Company terminate Employee "for cause", prior to September 30, 2000, then such
instrument shall be the sole property of Company, and Employee shall have no
rights or claims of any kind in the instrument or the annual income to be
derived from the instrument. (In the event of Employee's death or disability,
the above-described compensation shall be paid to Employee's estate or legal
representative). For purposes of this Agreement, "for cause" shall mean:
a) Any willful or intentional act of Employee which has or will have
the effect of injuring the reputation or business relationships of
Company or its affiliates;
b) Employee's conviction of or entering a plea of nolo contendere to a
charge of felony or a misdemeanor involving dishonesty or fraud;
c) Employee's material breach of any of the terms, covenants or conditions
contained in this Agreement; PROVIDED, HOWEVER, that with respect to
any breach which can be effectively cured by some act of Employee, such
termination of this Agreement shall be revoked if, within ten (10) days
after receipt of notice of such breach from Company, Employee cures
such breach to the reasonable satisfaction of Company or, if such cure
cannot reasonably be accomplished within such ten (10) day period, if
Employee initiates efforts to cure such breach within such ten (10) day
period and diligently pursues such cure efforts thereafter until such
cure is accomplished; or
d) Employee's repeated or continuous failure, neglect or refusal to
perform his duties under this Agreement.
Until the effective date of termination, Employee, if requested to do so
by Company, shall continue to render services to Company.
15.02 EXCESS PARACHUTE PAYMENTS. Notwithstanding the foregoing
provisions of this Section 15, if Employee will be considered (as determined in
the sole opinion of a national accounting firm employed by Employee) as
receiving payments, any part of which constitutes excess parachute payments,
such payments shall be reduced by or, if already paid, refunded to Company in
the minimum amount (such minimum amount shall be determined by the national
accounting firm employed by Employee, who shall interpret and apply all
applicable law and regulations in the way which results in the most favorable
results for Employee and who shall so instruct Company of its determination)
required to result in there being no excess parachute payments; PROVIDED,
however, (i) the payments to be made to Employee pursuant to this Section 15
shall be reduced first and in the manner requested by Employee, and (ii) if the
compensation to be paid to Employee after the termination of his employment is
reduced to $0.00 as a result of the operation of this subparagraph, no further
reduction of any kind in any other payments to Employee shall be made,
notwithstanding that any part of such remaining payments may constitute excess
parachute payments. As used herein, the terms excess parachute payment and
parachute payment shall have the same definition as such terms are given in
Section 280G of the Internal Revenue Code of 1986, as amended and as may be
amended after the date hereof ("IRC"), or as defined in any section of the IRC
hereafter enacted to succeed Section 280G.
15.03 NO DUTY TO MITIGATE. Employee shall not be required to
mitigate the amount of any post employment payment or benefit paid or provided
to Employee under this Agreement by seeking other employment or otherwise, nor
shall the amount of any such payment or benefit paid or provided to Employee
under this Agreement be reduced or offset by any compensation earned by Employee
as the result of employment by another employer or otherwise.
16. EFFECT OF TERMINATION. Upon the termination or expiration of this
Agreement: (i) Employee shall immediately return to Company and all Confidential
Information in his possession or control (including, without limitation, all
copies thereof and all materials incorporating such Confidential Information),
(ii) Employee shall have no further obligation to perform services for Company
hereunder, PROVIDED, HOWEVER, that Employee shall continue to be bound by the
terms of Sections 10, 11 and 12 hereof, and (iii) except to the extent
specifically provided in Section 15 above, Company shall have no further
obligation to compensate or provide benefits to Employee hereunder.
17. BUSINESS KNOWLEDGE AND EXPERIENCE. Notwithstanding anything to the
contrary contained in this Agreement, it is specifically understood and agreed
that Employee has, prior to entering into this Agreement, developed significant
business expertise, ideas and experience (collectively "Business Experience")
and that such Business Experience, to the extent it applies to business
operations generally and not to the specific operations, technologies or trade
secrets of Company, shall not be deemed to constitute Confidential Information,
and nothing contained in Section 10 of this Agreement shall be deemed to prevent
Employee from using such general Business Experience in such a manner as does
not violate any of the other terms and conditions of this Agreement.
18. GENERAL.
18.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND Covenants. All
representations, warranties and covenants contained herein shall survive the
execution of this Agreement and the consummation of the transactions
contemplated hereby.
18.02 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors, assigns and legal representatives, but shall not be assignable by
Employee. Any purported assignment in violation of the foregoing shall be
invalid and of no force and effect. No assignment of this Agreement shall
relieve the assigning party of any obligation or liability hereunder.
18.03 NOTICES. Any notice, demand, payment, request, response or
other communication provided for herein or given hereunder to a party hereto
shall be in writing and shall be deemed to have been duly given if signed by the
party giving it. Notice shall be deemed effective upon delivery by hand, or on
the third business day after it is deposited in the United States mail, postage
prepaid (registered or certified mail) or on the business day after it is sent
by federal express or similar overnight service to the address of the parties
listed below:
if to Company: 0000 Xxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
if to Employee: Xxxxx X. Xxxxxxx
0000 XX-00 Xxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
or to such other address as the party to receive such communication has last
designated by notice delivered to the other party in accordance with the
foregoing provisions.
18.04 WAIVER. Failure or delay in insisting upon strict
compliance with any provision hereof shall not be deemed a waiver of such
provision or any other provision hereof with respect to prior, such provision or
any other provision hereof with respect to prior, contemporaneous or subsequent
occurrences. No waiver by either party of any right hereunder or of any default
shall be binding upon such party unless such waiver is in writing and signed by
Employee (in the case of Employee) or a duly authorized officer or partner of
Company in the case of Company.
18.05 GOVERNING LAW; VENUE. This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas. Employee and
Company hereby agree that the sole and exclusive place of jurisdiction and venue
for resolution of any disputes arising hereunder or relating hereto shall be San
Antonio, Bexar County, Texas, and Employee hereby specifically consents to
personal jurisdiction in such location.
18.06 ENTIRE AGREEMENT. Any and all previous employment
agreements, whether written or oral, existing between Company and Employee shall
be deemed to be revoked and cancelled for all purposes on the Effective Date.
This Agreement, as may be amended from time to time, shall represent the sole
and entire agreement between Employee and Company respecting the employment
relationship between Company and Employee. There are no representations,
agreements, arrangements or understandings, oral or written, between or among
the parties hereto relating to the employment relationship between Company and
Employee which are not fully expressed in this Agreement.
18.07 SEVERABILITY. The provisions of this Agreement are
severable and the invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability of any other provision. In addition,
in the event that any provision of this Agreement (or portion thereof) is
determined by a court to be unenforceable as drafted by virtue of the scope,
duration, extent or character of any obligation contained therein, the parties
acknowledge that it is their intention that such provision (or portion thereof)
shall be construed in a manner designed to effectuate the purposes of such
provision to the maximum extent enforceable under applicable law.
18.08 ATTORNEY'S FEES. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
18.09 REMEDIES CUMULATIVE. All remedies provided for in this
Agreement shall be cumulative and in addition to and not in lieu of any other
remedies available to either party under this or any other agreement between the
parties or at law, in equity or otherwise.
18.10 LANGUAGE. The language used in this Agreement shall be
deemed to be language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction against any party shall apply to any
term or condition of this Agreement.
18.11 AMENDMENT. This Agreement may not be modified or amended
except by written agreement executed by all of the parties to this Agreement at
the time of such amendment.
18.12 HEADINGS. The descriptive headings of the sections,
paragraphs and subparagraphs hereof are inserted for convenience only and do not
constitute a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
DOCUCON, INCORPORATED
("COMPANY")
/S/ XXXXX X. XXXXXXX BY: /S/ XXXXXXX X. XXXX
(XXXXX X. XXXXXXX "EMPLOYEE")
ITS: CHIEF EXECUTIVE OFFICER
