EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of November __, 1997, between
GIRGENTI, HUGHES, XXXXXX & XxXXXXXX, INC., a New York corporation with offices
at 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company"), and
XXXXXXX XXXXXXXXX, residing at 0000 Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
("Employee").
W I T N E S S E T H:
WHEREAS, as of the Effective Date (as defined in Section 1),
the Company will be a wholly owned subsidiary of Healthworld Corporation, a
Delaware corporation (the "Parent"); and
WHEREAS, the Company desires to engage Employee to perform
services for the Company, Medical Education Technologies, Inc., a New York
corporation ("MET"), Black Cat Graphics, Inc., a New York corporation ("Black
Cat"), Brand Research Corporation, a New York corporation ("Brand Research"),
and Food Com (a division of the Company ("FoodCom"), each of which will be, as
of the Effective Date, wholly owned subsidiaries or a division of the Parent,
and their successors and assigns, and Employee desires to perform such services,
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the representations,
warranties and mutual covenants set forth herein, the parties agree as follows:
1. Term.
The Company agrees to employ Employee, and Employee agrees to
serve, on the terms and conditions of this Agreement for a period commencing on
the effective date (the "Effective Date") of the Parent's Registration Statement
on Form S-1 (Registration No. 333-34751), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and ending on May ,
1999 (the "Termination Date"), or such shorter period as may be provided for
herein; provided, however, that the term of this Agreement shall be extended
(subject to earlier termination as provided herein) for successive one year
periods unless at least 90 days prior to the end of the then current term
hereof, the Company or Employee has notified the other party in writing that
Employee's employment hereunder shall terminate at the end of the then current
term. The period during which Employee is employed hereunder is hereinafter
referred to as the "Employment Period." As used herein, the term "Employment
Year" shall mean a one-year period of Employee's employment hereunder commencing
on
each January 1 during the Employment Period, provided that the first Employment
Year shall be the period commencing on January 1, 1998 and ending on December
31, 1998.
2. Duties and Services.
During the Employment Period, Employee shall be employed as
the Executive Vice President - U.S. Communications Services of the Company, and
shall perform the duties incident to that position which shall include
responsibility for U.S. communications services for the Companies (as defined
below). In the performance of his duties, Employee shall be subject to the
direction of the Chief Executive Officer of the Company and the Board of
Directors of the Company. In addition, during the Employment Period, Employee
may be elected to and shall serve, if so elected, as a member of the Board of
Directors of the Company and any of the other Companies as may from time to time
be prescribed by the Chief Executive Officer of the Company or the Board of
Directors of the Company. Employee agrees to his employment as described in this
Section 2. Employee agrees to devote all of his time and efforts to the
performance of his duties under this Agreement. Employee shall provide his
duties from the Company's principal offices located in New York City and
Employee shall be available to travel as the needs of the business require. As
used herein, the term "Companies" shall mean and include the Company, MET, Black
Cat, Brand Research and FoodCom, but shall specifically exclude Syberactive,
Inc., Headcount USA, Inc. or any other United States contract sales operations
and any business acquired after the Effective Date by the Parent, the Company or
any of their respective subsidiaries or affiliates.
3. Compensation.
(a) The Company shall pay Employee, during the Employment
Period, a base salary at the annual rate of $300,000 (prorated for periods that
are less than one year) payable at such intervals as salaries are paid by the
Company to other executives of the Company. Employee's base salary shall be
subject to annual increase at the sole discretion of the Board of Directors of
the Company.
(b) During the Employment Period, Employee shall receive an
annual incentive bonus (the "Annual Incentive Bonus") for each Employment Year,
payable not later than 110 days after the end of the applicable Employment Year,
in an amount to be determined as follows:
(i) if EBIT (as defined below) for the fiscal year
corresponding to the applicable Employment Year does not
exceed the Base EBIT (as defined below), Employee shall not be
entitled to an Annual Incentive Bonus with respect to such
Employment Year;
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(ii) if EBIT for the fiscal year corresponding to the
applicable Employment Year exceeds the Base EBIT by an amount
equal to or less than 10%, Employee shall receive an Annual
Incentive Bonus with respect to such Employment Year in an
amount equal to 12.5% of Employee's annual base salary for
such Employment Year, subject to reduction pursuant to Section
3(c) below;
(iii) if EBIT for the fiscal year corresponding to
the applicable Employment Year exceeds the Base EBIT by an
amount in excess of 10% but less than or equal to 15%,
Employee shall receive an Annual Incentive Bonus with respect
to such Employment Year in an amount equal to 18.5% of
Employee's annual base salary for such Employment Year,
subject to reduction pursuant to Section 3(c) below;
(iv) if EBIT for the fiscal year corresponding to the
applicable Employment Year exceeds the Base EBIT by an amount
in excess of 15% but less than or equal to 20%, Employee shall
receive an Annual Incentive Bonus with respect to such
Employment Year in an amount equal to 26% of Employee's annual
base salary for such Employment Year, subject to reduction
pursuant to Section 3(c) below; and
(v) if EBIT for the fiscal year corresponding to the
applicable Employment Year exceeds the Base EBIT by an amount
in excess of 20%, Employee shall receive an Annual Incentive
Bonus with respect to such Employment Year in an amount equal
to 35% of Employee's annual base salary for such Employment
Year, subject to reduction pursuant to Section 3(c) below.
(c) The amount of the Annual Incentive Bonus which Employee
may be entitled to receive for each Employment Year as calculated above shall be
subject to the following reductions:
(i) if Revenues (as defined below) for the fiscal
year corresponding to the applicable Employment Year do not
exceed the Base Revenues (as defined below), Employee shall
only be entitled to an Annual Incentive Bonus with respect to
such Employment Year in an amount equal to 25% of the amount
calculated in Section 3(b) above;
(ii) if Revenues for the fiscal year corresponding to
the applicable Employment Year exceed the Base Revenues by an
amount equal to or less than 4.0%, Employee shall receive an
Annual Incentive Bonus with respect to such Employment Year in
an amount equal to 40% of the amount calculated in Section
3(b) above;
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(iii) if Revenues for the fiscal year corresponding
to the applicable Employment Year exceed the Base Revenues by
an amount in excess of 4.0% but less than or equal to 7.5%,
Employee shall receive an Annual Incentive Bonus with respect
to such Employment Year in an amount equal to 50% of the
amount calculated in Section 3(b) above;
(iv) if Revenues for the fiscal year corresponding to
the applicable Employment Year exceed the Base Revenues by an
amount in excess of 7.5% but less than or equal to 10.0%,
Employee shall receive an Annual Incentive Bonus with respect
to such Employment Year in an amount equal to 60% of the
amount calculated in Section 3(b) above; and
(v) if Revenues for the fiscal year corresponding to
the applicable Employment Year exceed the Base Revenues by an
amount in excess of 10.0% but less than or equal to 12.5%,
Employee shall receive an Annual Incentive Bonus with respect
to such Employment Year in an amount equal to 70% of the
amount calculated in Section 3(b) above;
(vi) if Revenues for the fiscal year corresponding to
the applicable Employment Year exceed the Base Revenues by an
amount in excess of 12.5% but less than or equal to 15.0%,
Employee shall receive an Annual Incentive Bonus with respect
to such Employment Year in an amount equal to 85% of the
amount calculated in Section 3(b) above; and
(vii) if Revenues for the fiscal year corresponding
to the applicable Employment Year exceed the Base Revenues by
an amount in excess of 15.0%, Employee shall receive an Annual
Incentive Bonus in an amount equal to the amount calculated in
Section 3(b) above.
The Company shall deliver to Employee a calculation of the
Annual Incentive Bonus together with its payment thereof.
(d) As used herein, the term "EBIT" shall mean the earnings
from operations of the Companies before interest, taxes and extraordinary items,
determined in accordance with generally accepted accounting principles ("GAAP").
As used herein, the term "Revenues" shall mean the net commissions and fees of
the Companies, determined in accordance with GAAP.
(e) As used herein, the term "Base EBIT" shall mean (i) with
respect to calculating the Annual Incentive Bonus for the first Employment Year,
EBIT for the fiscal year ending December 31, 1997, and (ii) the "Base EBIT" used
to calculate the Annual Incentive Bonus for each successive Employment Year
shall be determined by increasing the Base EBIT used for calculating the Annual
Incentive Bonus for the prior Employment Year by 7%, compounded annually. As
used herein, the term "Base Revenues", shall mean (x) with respect to
calculating the Annual Incentive Bonus for the
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first Employment Year, the Revenues for the fiscal year ending December 31,
1997, and (y) the "Base Revenues" used to calculate the Annual Incentive Bonus
for each successive Employment Year shall be determined by increasing the Base
Revenues used for calculating the Annual Incentive Bonus for the prior
Employment Year by 7%, compounded annually.
(f) In addition, Employee may be entitled to receive an
additional annual bonus at the sole discretion of the Board of Directors of the
Parent and the Company.
(g) All compensation hereunder (whether in the form of base
salary or incentive compensation) shall be subject to payroll deductions as may
be necessary or customary in respect of salaried personnel of the Company.
(h) Employee will be granted access to the financial
information used to calculate Employee's bonus hereunder.
(i) To the extent Employee ceases to be employed by the
Company during any Employment Year, calculations of EBIT and Revenues shall be
pro rated for periods of less than such Employment Year up to the date of
Employee's termination.
4. Benefits.
(a) During the Employment Period, Employee may participate, to
the extent eligible, in each insurance (including, without limitation, any life,
travel and accident and medical and other health insurance), pension, disability
and other employee benefit plans maintained by the Company for its senior
management or employees generally (and, in particular, those employee benefit
plans in which the Chairman of the Board and Chief Executive Officer of the
Company is eligible to participate) in accordance with the terms thereof.
(b) Employee shall be entitled to such number of sick days
every year during the Employment Period as are generally provided from time to
time by the Company to its senior management. Any unused sick days at the end of
the calendar year shall not accrue or cumulate from year to year.
(c) During the Employment Period, Employee shall be entitled
to reimbursement for all lease payments, gasoline, maintenance and other costs
and expenses for his automobile in the aggregate amount not to exceed $10,000
per year, upon submission and approval of written statements and bills in
accordance with the then regular procedures of the Company.
(d) During the Employment Period, Employee shall be entitled
to reimbursement for all reasonable travel, entertainment and other
out-of-pocket expenses necessarily incurred in the performance of his duties
hereunder (excluding automobile
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expenses as described in subsection (c) above), upon submission and approval of
written statements and bills in accordance with the then regular procedures of
the Company.
5. Vacation.
Employee shall be entitled to such number of weeks of paid
vacation every year during the Employment Period as are generally provided from
time to time by the Company to its senior management. The time during which
vacation will be taken shall be coordinated with other senior management of the
Company. Any unused vacation time at the end of a calendar year shall not accrue
or cumulate from year to year and Employee shall not be entitled to compensation
for unused vacation time.
6. Representations, Warranties
and Covenants of Employee.
Employee represents and warrants to the Company that (a)
Employee is under no contractual or other restriction or obligation which is
inconsistent with the execution of this Agreement, the performance of his duties
hereunder, or the other rights of the Company hereunder and (b) Employee is, to
the best of his knowledge, under no physical or mental disability that would
hinder his performance of duties under this Agreement.
7. Noncompetition; Nonsolicitation.
(a) In view of the unique and valuable services it is expected
Employee will render to the Company, and in consideration of the compensation to
be received hereunder, Employee agrees (i) that he will not, during the period
he is employed by the Company under this Agreement, Participate In (as defined
below) any other business or organization, whether or not such business or
organization now is or shall then be competing with or of a nature similar to
the business or profession of the Company or any of the Companies, and (ii) for
a period of one year after he ceases to be employed by the Company under this
Agreement, he will not compete with or be engaged in the same business as or
Participate In any other business or organization which during such one year
period competes with or is engaged in the same business as the Company or any of
the Companies with respect to any product or service sold or proposed to be sold
or activity engaged in or proposed to be engaged in up to the time of such
cessation within a 100-mile radius of the location of the Company's executive
offices on the date on which Employee ceases to be employed by the Company under
this Agreement, except that in each case the provisions of this Section 7(a)
will not be deemed breached merely because Employee owns not more than 1% of the
outstanding common stock of a corporation, if, at the time of its acquisition by
Employee, such stock is listed on a
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national securities exchange, is reported on Nasdaq, or is regularly traded in
the over-the-counter market by a member of a national securities exchange.
As used in this Agreement, the term "Participate In" shall
mean: "directly or indirectly, for his own benefit or for, with, or through any
other person, firm, or corporation, own, manage, operate, control, loan money
to, or participate in the ownership, management, operation, or control of, or be
connected as a director, officer, employee, partner, consultant, agent,
independent contractor, or otherwise with, or acquiesce in the use of his name
in."
(b) Employee will not directly or indirectly reveal the name
of, solicit or interfere with, or endeavor to entice away from the Company or
any of the Companies or any of its respective employees for a period of one year
after Employee leaves the employment of the Company. Employee will not directly
or indirectly employ any person who is an employee of the Company or any of the
Companies for a period of one year after the Employee leaves the employ of the
Company.
(c) Since a breach of the provisions of this Section 7 could
not adequately be compensated by money damages, the Company shall be entitled,
in addition to any other right and remedy available to it, to an injunction
restraining such breach or a threatened breach, and in either case no bond or
other security shall be required in connection therewith, and Employee hereby
consents to the issuance of such injunction. Employee agrees that the provisions
of this Section 7 are necessary and reasonable to protect the Company or any of
the Companies in the conduct of its respective business. If any restriction
contained in this Section 7 shall be deemed to be invalid, illegal, or
unenforceable by reason of the extent, duration, or geographical scope thereof,
or otherwise, then the court making such determination shall have the right to
reduce such extent, duration, geographical scope, or other provisions hereof,
and in its reduced form such restriction shall then be enforceable in the manner
contemplated hereby.
(d) In view of the unique and valuable services it is expected
Employee will render to the Company and in consideration of the compensation to
be received hereunder, Employee agrees that for a period of one year after
Employee ceases to be employed by the Company under this Agreement, Employee
will not, directly or indirectly, solicit or provide services for any accounts,
clients or customers of the Company existing on the date of termination of
employment hereunder or during the period of one year prior to such termination
of employment.
8. Copyrights, Patents, Etc.
Any interest in patents, patent applications, inventions,
technological innovations, copyrights, copyrightable works, developments,
discoveries, designs, and processes ("Such Inventions") which Employee now or
hereafter during the period he is employed by the Company under this Agreement
or otherwise and for ninety (90) days
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thereafter may own, conceive of, or develop and either relating to the fields in
which the Company or any of the Companies may then be engaged or contemplates
being engaged or conceived of or developed utilizing the time, material,
facilities, or information of the Company or any of the Companies, shall belong
to the Company or any of the Companies, as the case may be. As soon as Employee
owns, conceives of, or develops any Such Invention, he agrees immediately to
communicate such fact in writing to the Company, and without further
compensation, but at the Company's expense (except as noted in clause (a) of
this Section 8), forthwith upon request of the Company, Employee shall execute
all such assignments and other documents (including applications for patents,
copyrights, trademarks, and assignments thereof) and take all such other action
as the Company may reasonably request in order (a) to vest in the Company all
Employee's right, title, and interest in and to Such Inventions, free and clear
of liens, mortgages, security interests, pledges, charges, and encumbrances
("Liens") (Employee to take such action, at his expense as is necessary to
remove all such Liens) and (b), if patentable or copyrightable, to obtain
patents or copyrights (including extensions and renewals) therefor in any and
all countries in such name as the Company shall determine.
9. Confidential Information.
All confidential information which Employee may now possess,
may obtain during or after the Employment Period, or may create prior to the end
of the period he is employed by the Company under this Agreement relating to the
business of the Parent, the Company or any of the Companies shall not be
published, disclosed, or made accessible by him to any other person, firm, or
corporation either during or after the termination of his employment or used by
him except during the Employment Period in the business and for the benefit of
the Company and the Companies, in each case without prior written permission of
the Company. Employee shall return all tangible evidence of such confidential
information to the Company prior to or at the termination of his employment.
10. Life Insurance.
If requested by the Company, Employee shall submit to such
physical examinations and otherwise take such actions and execute and deliver
such documents as may be reasonably necessary to enable the Company, at its
expense and for its own benefit, to obtain life insurance on the life of
Employee.
11. Termination.
Notwithstanding anything herein contained, if, prior to the
end of the Employment Period:
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(a) either (i) Employee shall be physically or mentally
incapacitated or disabled (as determined by an independent physician selected by
the Board of Directors of the Company) or otherwise unable fully to discharge
his duties hereunder for a period of 13 consecutive weeks or an aggregate of 13
weeks in any six-month period, (ii) Employee shall be convicted by, or shall
have entered a plea of guilty or nolo contendere in, a court of competent and
final jurisdiction for any crime involving moral turpitude, fraud, embezzlement,
misappropriation, or any other felony crime punishable by imprisonment, (iii)
Employee shall commit any act of fraud, embezzlement or other act of
misappropriation affecting the Company, (iv) Employee shall fail or refuse to
perform his material duties as required hereunder or shall refuse to follow
direct instructions from the Chairman of the Board and Chief Executive Officer
of the Company or the Board of Directors of the Company or GHB&M or shall
materially violate his duty of loyalty to the Company, GHB&M or any of the other
Companies or otherwise shall breach any term of this Agreement and fail to
correct such breach within 20 days after notice of commission thereof, then, in
each such case, the Company shall have the right to give notice of termination
of Employee's services hereunder as of a date (not earlier than ten days from
such notice) to be specified in such notice, and this Agreement shall terminate
on the date so specified; or
(b) Employee shall die, then this Agreement shall terminate
on the date of Employee's death.
(c) Upon termination of this Agreement pursuant to subsection
(a)(i) or (b) of this Section 11, neither party shall have any further
obligations hereunder except that (i) Employee (or his estate in the event of
his death) shall be entitled to receive his salary which shall not have
previously been paid to the date of termination, any bonus (including, without
limitation, the Annual Incentive Bonus) for the Employment Year prior to the
Employment Year in which Employee is terminated to the extent accrued but not
yet paid, and any bonus (including, without limitation, the Annual Incentive
Bonus) for the Employment Year in which Employee is terminated pro rata to the
date of termination, and (ii) for obligations or covenants contained herein that
extend beyond the term of this Agreement.
(d) Upon termination of this Agreement as a result of
Employee's voluntary action or pursuant to subsections (a)(ii), (a)(iii) or
(a)(iv) of this Section 11, neither party shall have any further obligations
hereunder except (i) Employee shall be entitled to receive his salary which
shall not have previously been paid to the date of termination, and any bonus
(including, without limitation, the Annual Incentive Bonus) for the Employment
Year prior to the Employment Year in which Employee is terminated to the extent
accrued but not yet paid, and solely in the event upon termination of this
Agreement as a result of Employee's voluntary action, Employee shall be entitled
to receive any bonus (including, without limitation, the Annual Incentive Bonus)
for the Employment Year in which Employee is terminated pro rata to the date of
termination, and (ii) for obligations or covenants contained herein that extend
beyond the term of this Agreement.
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(e) In the event Employee's employment is terminated during
the term of this Agreement other than by Employee's voluntary action or pursuant
to subsection (a) or (b) of this Section 11, Employee shall be entitled to
receive (i) an amount equal to his current base salary for the period from the
date of termination through the later of (A) the balance of the scheduled term
of this Agreement, less any compensation received or receivable by Employee as a
result of any other employment obtained by Employee during such period, which
amounts shall be payable in accordance with the Company's normal payroll
practices then in effect, (ii) any bonus (including, without limitation, the
Annual Incentive Bonus) for the Employment Year prior to the Employment Year in
which Employee is terminated, to the extent accrued but not yet paid, and any
bonus (including, without limitation, the Annual Incentive Bonus) for the
Employment Year in which Employee is terminated pro rata to the date of
termination; (iii) any benefits then vested under any benefit plans and
otherwise payable in accordance with the provisions of the applicable benefit
plan and applicable laws, (iv) continued coverage (net of any Employee
contributions) to the extent any such coverage was provided immediately prior to
the termination of Employee for medical, health, hospital and disability
insurance from the date of termination through the balance of the scheduled term
of the Agreement or (B) eighteen months, under the benefit plans maintained by
the Company for its senior management or employees generally in accordance with
the terms thereof or, if the Company is unable to provide such coverage under
its benefits plans as they may from time to time be in effect, the Company will
provide or pay (without gross-up for taxes), at the Company's sole discretion,
for coverage (net of any Employee contributions) having substantially the same
aggregate value as the coverage provided under such plans, and (v) continued
coverage (net of any Employee contributions) from the date of termination
through the balance of the scheduled term of this Agreement under any life
insurance policies maintained for Employee immediately prior to the termination
of Employee (other than any policy under which the Company is the beneficiary)
or, if the Company is unable to provide such coverage, the Company will pay (net
of any Employee contributions) to Employee (without gross-up for taxes) an
amount sufficient for Employee to purchase such life insurance policy and pay
the premiums thereon through the balance of the scheduled term of this
Agreement. Employee shall promptly notify the Company in writing of any other
employment obtained or undertaken by Employee, and the salary, compensation or
other amounts received or to be received by Employee therefrom. In the event
Employee's employment is terminated during the term of this Agreement other than
by Employee's voluntary action or pursuant to subsection (a) or (b) of this
Section 11, this subsection (e) of this Section 11 will apply in place of any
Company severance policies that might otherwise be applicable, and the Company
will have no obligation to make any payments to Employee except those expressly
set forth in this subsection (e) of this Section 11.
(f) If the Employee accepts other employment all compensation
payable to the Employee from services as an officer, consultant or employee of
any other business after the termination of the Employee's employment hereunder
with respect to the balance of the Employment Period, whether paid during or
after such period shall be offset against and used to reduce any payments (but
not below zero) or benefits required
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to be paid to or received by Employee under this Agreement, other than pursuant
to Section 15 hereof.
12. Survival.
The covenants, agreements, representations, and warranties
contained in or made pursuant to this Agreement shall survive Employee's
termination of employment.
13. Modification.
This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof, supersedes all existing
agreements between them concerning such subject matter, and may be modified only
by a written instrument duly executed by each party.
14. Notices.
Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or delivered against receipt to the party to whom it
is to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 14). Notice to the estate of
Employee shall be sufficient if addressed to Employee as provided in this
Section 14. Any notice or other communication given by certified mail (or such
comparable method) shall be deemed given at the time of certification thereof
(or comparable act), except for a notice changing a party's address which shall
be deemed given at the time of receipt thereof.
15. Consulting Agreement.
Upon expiration of the full Employment Period or if Employee
is terminated for any reason other than as a result of the termination of
Employee pursuant to Sections 11(a) or (b) hereof, the Company and Employee
shall enter into a consulting agreement (the "Consulting Agreement"), pursuant
to which Employee will serve as a consultant to the Company for a term of two
years for a consulting fee equal to $300,000 per year for the first year of such
consulting arrangement and $120,000 per year for the second year of such
consulting arrangement and under which Employee will provide consulting services
to the Company for a minimum of five full days per month during the term
thereof. The Consulting Agreement shall contain such terms and provisions as
shall be mutually agreed upon after good faith negotiation by the Company and
Employee provided however that if Employee's employment is terminated during the
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term of this Agreement, other than pursuant to Section 11(a) or (b) hereof, or
the term of this Agreement is not extended after the Termination Date, Employee
shall be entitled to receive the consulting fees provided for in this Section 15
regardless of whether or not a Consulting Agreement has been executed after good
faith negotiation by the Employee.
16. Waiver.
Any waiver by either party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
17. Binding Effect.
Employee's rights and obligations under this Agreement shall
not be transferable by assignment or otherwise, such rights shall not be subject
to commutation, encumbrance, or the claims of Employee's creditors, and any
attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of Employee and his
heirs and personal representatives, and shall be binding upon and inure to the
benefit of the Company and its successors and assigns.
18. No Third Party Beneficiaries.
This Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Agreement
(except as provided in Section 17).
19. Headings.
The headings in this Agreement are solely for the convenience
of reference and shall be given no effect in the construction or interpretation
of this Agreement.
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20. Counterparts; Governing Law.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to conflict of laws.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
GIRGENTI, HUGHES, XXXXXX & XxXXXXXX, INC.
By:
-----------------------------------
Name:
Title:
-----------------------------------
Xxxxxxx Xxxxxxxxx
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