EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT, dated as of June 6, 2000 (this "Agreement"), by
and between the xxxxx.xxx, inc., a Delaware corporation (the "Company") and
Xxxxxxx Xxxxxxxx (the "Employee").
WHEREAS, pursuant to a Stock Purchase Agreement (the "Stock Purchase
Agreement"), Dancing Bear Investments, Inc., a Florida corporation
("Investor"), purchased from WebGenesis, Inc. ("WebGenesis") 51% of the
fully diluted capital stock of WebGenesis and warrants to purchase 10% of
the fully diluted capital stock of WebGenesis;
WHEREAS, the Employee and WebGenesis, the Company's predecessor, have
entered into an Employment Agreement, dated as of August 13, 1997 (the
"Employment Agreement");
WHEREAS, the Company, the Employee and Xxxx Xxxxxxxxx have mutually
determined that the Employee and Xxxx Xxxxxxxxx will resign from their
current positions of co-Chief Executive Officers of the Company on the
earlier of such date as the board of directors of the Company (the "Board")
appoints a new Chief Executive Officer (including appointment of an interim
Chief Executive Officer) or July 31, 2000 (the "Transition Date");
WHEREAS, the Employee and the Company desire to enter into a new employment
agreement pursuant to which the Employee will continue to provide services
to the Company and its Subsidiaries (as defined below) and which will
supersede the Employment Agreement;
WHEREAS, the Employee possesses an intimate knowledge of the business and
affairs of the Company, and its policies, procedures, methods and
personnel; and
WHEREAS, the Company has determined that it is in its best interest to
secure the continued services of the Employee on behalf of the Company in
accordance with the terms of this Agreement and the Employee is willing to
render such services on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein set forth, the
parties hereto agree as follows:
1. Services Term.
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Subject to the terms and provisions of this Agreement, the Company hereby
agrees to retain the services of the Employee, and the Employee hereby
agrees to provide services to the Company, for the period commencing on the
date hereof and ending on August 12, 2002 or such earlier date as provided
in Section 6 hereof (the "Services Term"). Such services shall be performed
at the principal place of business of the Company, or at such other
locations as shall reasonably be determined from time to time by the Board.
2. Duties.
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Until the Transition Date, the Employee shall continue to serve as co-Chief
Executive Officer of the Company on a full-time basis and exclusively for
the Company, and in such other positions as may be agreed upon between the
Employee and the Board. Until the Transition Date, the Employee shall
perform such duties as may be assigned to him by the Board or its designee.
From and after the Transition Date during the Services Term, the Employee
shall perform such services for the Company and its Subsidiaries as may be
reasonably assigned by and under the direction and control of the Board or
the Company's Chief Executive Officer (the "CEO"); it being understood that
the Employee will not accept other full-time employment, will make
available, on a first priority basis, no less than one quarter of his
business time to the performance of services hereunder, and will make
himself available, at all times requested by the Board or the CEO, to make
appearances on behalf of the Company, including, but not limited to, road
shows, public appearances, interviews, etc., subject to reasonable prior
notice from the Company and, with respect to such priority, the Employee's
then-existing reasonable prior professional commitments. The Company shall
provide to the Employee such office space and other administrative support
as may be determined from time to time in the sole discretion of the CEO.
On the Transition Date, the Employee shall formally resign from his
position as an officer of the Company and each of its Subsidiaries. During
the Services Term, the Company shall include the Employee on its slate of
directors recommended for election by the Company's stockholders. If
elected, the Employee shall serve as a director. At such times as the
Employee and Xxxx Xxxxxxxxx are both serving on the Board, the Chairman of
the Board will recommend that the Employee and Xxxx Xxxxxxxxx serve as
Vice-Chairmen of the Board commencing with the first meeting of the Board
following the date hereof. In the event that Employee and Xxxx Xxxxxxxxx
are not appointed Vice Chairmen of the Board, the Employee, Xxxx Xxxxxxxxx
and appropriate officers and directors of the Company will promptly meet to
determine a mutually agreeable alternative title for each of the Employee
and Xxxx Xxxxxxxxx. As a Vice Chairman of the Board, the Employee shall not
be, nor be deemed to be, an officer of the Company. This paragraph does not
in any way limit the Company's ability, in its sole discretion, to amend
its governing instruments regarding the duties of Vice-Chairman.
The Employee will not, without the prior written approval of the
disinterested members of the Board, engage in any other corporate, civic or
charitable activity which would interfere with the performance of his
duties on behalf of the Company, is in violation of policies established in
good faith from time to time by the Board, is in violation of applicable
law, or would create a conflict of interest with respect to the Employee's
obligations to the Company, as determined by the disinterested members of
the Board.
During the period that the Employee is performing services for the Company
pursuant to this Agreement, other than pursuant to the terms hereof or in
accordance with stock option grants approved by the Board in its sole
discretion, the Employee shall not receive any form of compensation
(including, but not limited to, sales commissions) from the Company or any
Subsidiary of the Company in his capacity as a director, officer, employee,
manager or executive of the Company or any of its Subsidiaries. As used
herein, "Subsidiary" when used with respect to any person means any
corporation or organization, whether incorporated or unincorporated, of
which such person owns or controls at least a majority of the securities or
other interests having by their terms ordinary voting power to elect a
majority of the board of directors or others performing similar functions
with respect to such corporation or other organization, or any organization
of which such person is a general partner.
3. Compensation.
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In consideration of the performance by the Employee of his obligations
hereunder (including any services as an officer, director, executive,
employee or member of any committee of the Company or any Subsidiary, or
otherwise), the Company shall compensate the Employee as follows:
(a) A base salary (the "Base Compensation"), at an annual rate of
$165,312.50 until August 12, 2000 and $190,000 thereafter during the
Services Term, payable in accordance with the normal payroll practices
of the Company then in effect; and
(b) Eligibility to receive an annual cash bonus in the sole discretion of
the Board.
The Employee shall be solely responsible for taxes imposed on the Employee
by reason of any compensation and benefits provided under this Agreement
(except those taxes normally borne by the Company) and all such
compensation and benefits shall be subject to applicable withholding taxes.
The parties recognize that the Employee will continue to be an "employee"
of the Company during the Services Term and the Company shall report
payments hereunder and withhold taxes in accordance therewith.
4. Disabili1y.
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If the Employee is unable, as reasonably determined by the Board, to
substantially perform his duties hereunder by reason of a physical or
mental infirmity for a total of 30 calendar days in any twelve-month period
during the Services Term ("Disability"), the Company shall be entitled to
terminate the Employee's services hereunder in accordance with Section 6.
5. Benefits and Stock Omions.
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In addition to the payments described in Section 3 of this Agreement,
during the period that the Employee is providing services to the Company
pursuant to this Agreement, the Employee shall be entitled to participate
in all health plans provided by the Company to its most senior executives
from time to time, to the extent the Employee meets the eligibility
requirements for any such plan or benefit; provided, however, that the
Company's obligation with respect to the foregoing benefits shall be
reduced to the extent the Employee or his beneficiaries obtains any such
benefits pursuant to another employer's or similar entity's benefit plans.
Employee shall be eligible in the sole discretion of the Board to
participate in the stock option plans of the Company in which the senior
executives of the Company are entitled to participate.
6. Termination.
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(a) The performance of services by the Employee for the Company pursuant to
this Agreement and the Services Term shall terminate upon the earliest to
occur of any of the events specified in subparagraphs (i) through (iv)
below:
(i) August 12, 2002;
(ii) the date of the Employee's death;
(iii) the Termination Date (as defined below) specified in the Notice
of Termination (as defined below) which the Company shall have
delivered to the Employee due to the Employee's Disability;
(iv) the Termination Date specified in the Notice of Termination
which the Company shall have delivered to the Employee to
terminate the Employee's services with or without Cause. The
term "Cause" as used herein shall mean that the Employee: (A)
has been convicted of an act which is defined as a felony under
federal or state law; (B) committed one or more acts of willful
misappropriation from the Company; (C) willfully failed to
perform his duties on behalf of the Company and such failure to
perform adversely affects the Company or performed such duties
and obligations in a grossly negligent manner; (D) is the
subject of any order, judgment, or decree of any court or
regulatory authority of competent jurisdiction which is final
and non-appealable, permanently or temporarily enjoining him
from, or otherwise limiting his engaging in any activity in
connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or
state securities laws or federal commodities law; or (E) is
found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission (the "SEC") to have
violated any federal or state securities law, and the judgment
in such civil action or finding by the SEC has not been
subsequently reversed, suspended, or vacated during the
Services Term;
(b) Any purported termination of the Employee by the Company (other than by
reason of Employee's death) shall be communicated by written Notice of
Termination to the Employee. As used herein, the term "Notice of
Termination" shall mean a notice which indicates the specific termination
provision in this Agreement relied upon and sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
the Employee under the provision so indicated. In the event the Employee
fails to perform services in accordance with this Agreement or is removed
for Cause, the Employee shall, at the Company's option, continue to be
available to the Company for a period of one month following departure, for
up to ten hours per week, at reasonable and customary hourly rates to
assist in any necessary transition. As used herein, the term "Termination
Date" shall mean the earlier of (i) August 12, 2002 in the case of a
termination pursuant to Section 6(a)(i), (ii) the date of the Employee's
death in the case of a termination pursuant to Section 6(a)(ii), (iii) the
date specified in the Notice of Termination for termination of the
Employee's services in the case of a termination pursuant to Section
6(a)(iii) or 6(a)(iv), and (iv) the date of termination of Employee'
services in the case of a termination under Section 6(c).
The Employee shall be entitled to a hearing related to any such termination
by the Company described in Section 6(a)(iii) or 6(a)(iv) above before the
Board or a committee thereof established for such purpose and to be
accompanied by his counsel at such hearing. Such hearing will be held
within 30 days of notice to the Board by the Employee provided he requests
such hearing within 30 days of the Notice of Termination.
(c) In the event that more than 50% of the then issued and outstanding
equity securities or more than 50% of the voting rights of the Company is
acquired by someone other than Xxxxxxx Xxxx and his Controlled Entities and
Family Transferees (each as defined in the Stockholders Agreement, dated as
of the date hereof, among WebGenesis, Xxxxxxx Xxxx, Investor and certain
stockholders of the Company) (other than in connection with a public
offering) or in the event this Agreement is assigned by the Company in
connection with a sale of the Company's assets (a "Change of Control"), the
Company and the Employee may each terminate the Services Term by delivering
to the Company or to the Employee, as applicable, a notice within 30 days
before or after a Change of Control; provided that in the event the
Employee provides such notice, at the Company's option, the Employee's
services hereunder (other than as a director, which shall terminate
immediately upon the date of the Change of Control) shall continue until
the earlier of the first anniversary of the Change of Control and the date
of termination pursuant to any other provision of this Section 6.
(d) This Agreement shall automatically terminate upon the dissolution,
winding-up or liquidation of the Company.
7. Termination Payments.
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(a) If the Employee's performance of services for the Company is terminated
(i) by the Company for Cause, (ii) by the Employee or (iii) upon the
dissolution of the Company, the Company will pay the Employee (i) any
accrued and unpaid Base Compensation as of the Termination Date and (ii) an
amount to reimburse the Employee for any and all monies advanced or
expenses incurred in connection with the Employee's performance of services
for reasonable and necessary expenses incurred by the Employee on behalf of
the Company prior to the Termination Date. The Employee's entitlement to
other benefits shall be delivered in accordance with the Company's benefit
plans then in effect.
(b) If the Employee's performance of services for the Company is terminated
by reason of the Employee's death or Disability, the Company's sole
obligation under this Agreement shall be to pay or provide the Employee or
his estate the payments required by Section 7(a) hereof.
(c) If the Employee's performance of services for the Company is terminated
without Cause (including, without limitation, pursuant to Section 6(c)),
all stock options held by the Employee that have not vested shall
automatically vest and the Company shall, for so long as the Employee has
not breached any of his obligations under Section 8, (i) pay or provide the
Employee the payments required by Section 7(a) hereof, (ii) continue to pay
the Employee the Base Compensation for the remainder of the Services Term,
(iii) provide to the Employee and his beneficiaries for the remainder of
the Services Term, employee health benefits substantially similar in the
aggregate to those provided to the other most senior executives of the
Company; provided, however, that the Company's obligation with respect to
the foregoing benefits shall be reduced to the extent the Employee or his
beneficiaries obtains any such benefits pursuant to another employer's or
similar entity's benefit plans and (iv) provide for an expiration date of
August 12, 2002 for all stock options held by the Employee.
8. Employee Covenants.
------------------
(a) Unauthorized Disclosure. The Employee agrees and understands that in
the Employee's position with the Company, the Employee has been and will be
exposed to and receive information relating to the confidential affairs of
Investor, the Company, their Subsidiaries and/or Affiliates (as defined
below), including but not limited to technical information, intellectual
property, business and marketing plans, strategies, customer information,
other information concerning the products, promotions, development,
financing, expansion plans, business policies and practices of Investor,
the Company, their Subsidiaries and/or Affiliates and other forms of
information considered by Investor or the Company to be confidential or in
the nature of trade secrets (collectively, the "Confidential Information").
Confidential Information shall not include information which is (a) now, or
hereafter becomes, through no act or failure to act on the part of Employee
(except those performed in the ordinary course of the Company's business),
generally known or available to the public, (b) rightfully received by the
Employee from a third party without confidentiality restrictions, and (c)
is independently developed by the Employee without reference to the
Confidential Information. The Employee agrees that during the Services Term
and thereafter, the Employee will keep the Confidential Information
confidential and not disclose such information, either directly or
indirectly, except in the ordinary course of performance of the Company's
business, to any third person or entity without the prior written consent
of the Chairman of the Board or the Board, unless required to do so by law
or court order. This confidentiality covenant has no temporal, geographical
or territorial restriction. Upon termination of this Agreement, the
Employee will promptly surrender to the Company all property, keys, notes,
memoranda, writings, lists, files, reports, customer lists, correspondence,
tapes, disks, cards, surveys, maps, logs, machines, technical data or any
other tangible product or document which has been produced by, received by
or otherwise submitted to the Employee after the date on which he first
performed services for the Company and is still in the Employee's
possession or control. As used herein, "Affiliate" means, with respect to
any person, any person directly or indirectly controlling, controlled by,
or under common control with such person.
For a period of 6 months following the end of the Employee's performance of
services for the Company, the Company will redirect all personal email
received at xxxxxxx@xxxxxxxxxx.xxx or xxxxxxx@xxxx.xxxxxxxx.xxx to an email
address specified by the Employee.
(b) Non-competition. By and in consideration of Investor's and the
Company's entering into the Stock Purchase Agreement and the transactions
contemplated thereby, the Company's entering into the Employment Agreement
and this Agreement, and the Employee's exposure to the Confidential
Information, until the earlier of (i) August 12, 2002, or (ii) subject to
the second proviso below, the date the Employee's services are terminated
by the Employee, or (iii) if the Employee's services are terminated by the
Company without Cause, the first anniversary of such termination, the
Employee will not own, manage, operate, join, control, be employed by, or
participate in the ownership, management, operation or control of, or hold
the position of shareholder, director, officer, consultant, employee,
independent contractor, executive, partner, investor or advisor (whether or
not formally appointed) of, any enterprise that engages in any activity
that the Company or any of its Subsidiaries is engaged in, or proposes to
be engaged in, and of which the Employee has knowledge; provided that in no
event shall ownership of less than 1% of the outstanding equity securities
of any issuer whose securities are registered under the 1934 Act, standing
alone, be prohibited by this Section 8(b); and provided, further, that the
Employee shall be bound by the provisions of this Section 8(b) for up to a
period of twelve months following termination of his services by the
Employee for so long as the Board determines in its sole discretion to
continue to pay the Employee the Base Compensation.
(c) Non-solicitation. Until the earlier of the first anniversary of the
Employee's termination or August 12, 2002, the Employee shall not interfere
with or harm, or intentionally attempt to interfere with or harm, the
relationship of the Company, its Subsidiaries and/or Affiliates with, or
endeavor to entice away from the Company, its Subsidiaries and/or
Affiliates, any person who is an employee, customer or supplier of the
Company, its Subsidiaries and/or Affiliates.
(d) Remedies. The Employee agrees that any breach of the terms of this
Section 8 would result in irreparable injury and damage to Investor and the
Company for which Investor and the Company would have no adequate remedy at
law; the Employee therefore also agrees that, in the event of said breach
or any threat of breach, Investor and the Company shall be entitled to an
immediate injunction and restraining order to prevent such breach and/or
threatened breach and/or continued breach by the Employee and/or any and
all persons and/or entities acting for and/or with the Employee, without
having to prove damages, and to all costs and expenses, including
reasonable attorneys' fees and costs (provided, that such fees and expenses
shall be awardable only in the event of an adjudication that there was a
breach or a legitimate threat of breach), in addition to any other remedies
to which Investor or the Company may be entitled at law or in equity. The
terms of this paragraph shall not prevent Investor or the Company from
pursuing any other available remedies for any breach or threatened breach
hereof, including but not limited to the recovery of damages from the
Employee. The Employee, Investor and the Company further agree that the
provisions of the covenant not to compete are reasonable. The Employee
hereby acknowledges that due to the global aspects of the Company's
business and competitors it would not be appropriate to include any
geographic limitation on this Section 8. Should a court or arbitrator
determine, however, that any provision of the covenant not to compete is
unreasonable, either in period of time, geographical area, or otherwise,
the parties hereto agree that the covenant should be interpreted and
enforced to the maximum extent which such court or arbitrator deems
reasonable.
The provisions of this Section 8 shall survive any termination of this
Agreement and the Services Term, and the existence of any claim or cause of
action by the Employee against either Investor or the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement by either Investor or the Company of the covenants and
agreements of this Section 8.
9. Intellectual Property.
---------------------
The Employee agrees that all Intellectual Property (as hereinafter defined)
which is or was at any time made or conceived by the Employee or the
Company, acting alone or in conjunction with others after the date on which
he was first retained to perform services for the Company, is and shall be
the property of the Company since its inception and which was used by the
Company since its inception, free of any reserved or other rights of any
kind on the Employee's part and the Employee hereby assigns to the Company
all of his right, title and interest in and to any such Intellectual
Property. During the Services Term and thereafter, the Employee shall
promptly make full disclosure of any such Intellectual Property to the
Company and do all reasonable acts and things (including, among others, the
execution and delivery under oath of patent and copyright applications and
instruments of assignment) deemed by the Company to be necessary or
desirable at any time in order to effect the full assignment to the Company
of the Employee's right and title, if any, to such Intellectual Property
and to protect the Company's interests in such Intellectual Property. For
purposes of this Agreement, "Intellectual Property" means any discovery,
development, program, concept, idea, process or improvement, whether or not
patentable, patent, patent application, copyright, copyright registration,
license, trademark or trade name, service xxxx or service name, trade
secret or other intellectual property rights, in each case, made during the
term of services (including employment prior to execution of this
Agreement) relating in any respect to the present or planned future
activities, business, products or services of the Company, its Subsidiaries
and/or Affiliates.
10. Insurance.
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The Company reserves the right to obtain and maintain key man life
insurance policies with respect to the Employee naming the Company as the
primary beneficiary thereunder ("Key Man Life Insurance Policies") at the
expense of the Company. The Employee shall use his best efforts to
cooperate with the Company and any insurance company approached by the
Company with respect to the obtaining and the maintenance of Key Man Life
Insurance Policies.
When commercially reasonable, the Company shall obtain and maintain
liability insurance to cover the Employee's performance in accordance with
this Agreement comparable to that provided to employees and directors
performing similar services for the Company.
11. Non-Waiver of Riahts.
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The failure to enforce at any time the provisions of this Agreement or to
require at any time performance by the other parties of any of the
provisions hereof shall in no way be construed to be a waiver of such
provisions or to affect either the validity of this Agreement or any part
hereof, or the right of any party to enforce each and every provision in
accordance with its terms.
12. Amendment and Waiver.
--------------------
No modification, amendment or waiver of any provision of this Agreement
shall be effective against any party hereto unless such modification,
amendment or waiver is approved in writing by all of the parties hereto.
13. Severability.
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Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other
provision or any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
14. Entire Agreement.
----------------
This Agreement embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject
matter hereof in any way, including, without limitation, the Employment
Agreement. Notwithstanding the foregoing, the Proprietary Information and
Invention Agreement between the Company and the Employee (the "Information
Agreement") and the Stockholders' Agreement by and among Dancing Bear
Investments, Inc., Xxxxxxx Xxxx, the Employee, Xxxx Xxxxxxxxx, Xxxxxx X.
Xxxxxxxx and Xxxxxxx X. Xxxxxx (the "Stockholders' Agreement") shall each
continue in accordance with its terms, provided that to the extent of any
conflict between the terms of either the Information Agreement or the
Stockholders' Agreement and this Agreement, the terms of this Agreement
shall control.
15. Successors and Assigns; Assignment, Third Party Beneficiary.
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This Agreement shall bind and inure to the benefit of, and be enforceable
by, the parties hereto and their respective successors (including, without
limitation, by way of merger), assigns, heirs and personal representatives.
Notwithstanding the provisions of the immediately preceding sentence, the
Employee shall not delegate any duty under this Agreement without the prior
written consent of the Board. This Agreement is not intended to be for the
benefit of any person not a party hereto except that the Investor shall be
deemed a third party beneficiary of Section 8 hereof and shall be entitled
to enforce the provisions of Section 8 as if a party hereto and the parties
hereto may not amend Section 8 in any manner adverse to the Investor
without the Investor's prior written consent.
16. Notice.
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Any notice provided for in this Agreement shall be in writing and shall be
either personally delivered, sent by facsimile transmission or sent by
first class mail or sent by reputable commercial overnight delivery service
(charges prepaid) to the address set forth below, or at such address or to
the attention of such other person as the recipient party has specified by
prior written notice to the sending party. Notices will be deemed to have
been given hereunder when delivered personally, on the date of facsimile
transmission with confirmed answer back, two business days after deposit
with a reputable overnight commercial delivery service or on the date of
actual receipt if given by any other method of delivery.
To the Company: the xxxxx.xxx, inc.
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Dancing Bear Investments, Inc.
000 X. Xxx Xxxx Xxxx.
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
with a separate copy to the
attention of Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Xxxxx, Xxxxx, Xxxxxxx & Xxxxx
The 000 Xxxxx, 00xx Xxxxx
000 X.X. 0xx Xxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Fried, Frank, Harris, Xxxxxxx and Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To the Employee: 000 Xxxx 00xx Xxxxxx, Xxx. 0X
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
With a copy to: Xxx Xxxxxxx & Xxxxx LLP
Xxx Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: M. Xxxxxx Xxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
17. Descriptive Headings.
--------------------
The descriptive headings of the several sections and paragraphs of this
Agreement are inserted for reference only and shall not limit or otherwise
affect the meaning hereof.
18. Governing Law.
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This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the principles of
conflicts of laws.
19. Counterparts.
------------
This Agreement may be executed in two counterparts, all of which together
shall be considered one and the same agreement, and shall become effective
when one or more of the counterparts have been signed by each party and
delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
authority of its Board of Directors, and the Employee has hereunto set his
hand, the day and year first above written.
the xxxxx.xxx, inc.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
--------------------------------
Title: Chairman
--------------------------------
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx
