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EXHIBIT 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of this ____ day of April, 2000 (the "Effective Date") by and between
▇▇▇▇▇▇▇▇▇▇.▇▇▇, a Delaware corporation (the "Company"), and ▇▇▇▇ ▇▇▇▇▇▇▇▇, a
resident of the State of Georgia ("Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ Executive and Executive desires
to accept employment by the Company upon the terms and conditions hereinafter
set forth;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration,
the adequacy, receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. EMPLOYMENT TERM. The Company shall employ Executive, and Executive
shall be so employed, for a term commencing on the Effective Date and ending on
the first anniversary of the Effective Date (the "Initial Term"), which
employment shall be automatically renewed in consecutive one year terms unless
either Executive or the Company notifies the other at least ninety (90) days
prior to the end of the applicable term of its intention to terminate this
Agreement (collectively, the Initial Term and any successive one year terms
shall be referred to herein as the "Employment Term"). Within thirty days after
the Effective Date, Executive shall become the Company's President and Chief
Operating Officer, and shall retain those positions at all times thereafter
during the Employment Term.
2. TIME AND EFFORTS. Executive shall diligently and conscientiously
devote his time and efforts to the business of the Company as necessary to
discharge his duties hereunder.
3. COMPENSATION.
(a) Base Salary. In consideration of the services of Executive,
the Company shall pay to Executive a salary at an annual rate of $160,000
during the Employment Term, which shall be paid in accordance with the
Company's standard payroll practices and procedures for its executives
generally, but in no event less than monthly, and which the Company's Board of
Directors (the "Board") may increase in its discretion from time to time (the
"Base Salary").
(b) Bonus. Executive shall be eligible to earn an annual bonus,
which shall be determined by the Board in its discretion.
(c) Stock Option.
(1) Within twenty days after the Effective Date, the
Company will grant Executive an option to purchase 500,000 shares of the
Company's common stock (the "Option"),
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and the terms governing the Option shall include the following: (a) the option
price per share shall be no greater than an amount equal to the closing price
of a share of the Company's common stock reported on the American Stock
Exchange as of April 13, 2000 or the date of grant, whichever is less, (b) the
right to acquire fifty percent of the shares under the Option shall become
exercisable six months after the Effective Date, and the right to acquire the
remaining fifty percent of the shares under the Option shall become exercisable
twelve months after the Effective Date, if Executive is employed as of either
such date, (c) if the Executive's employment is terminated by the Company
Without Cause or by Executive for Good Reason, or if a Change in Control
occurs, then Executive will have the immediate right to acquire 100% of the
shares under the Option, (d) the right to acquire shares under the Option shall
not expire until at least ten years from the date of the grant, regardless of
whether Executive remains employed, (e) if Executive's employment is terminated
because he has a disability under Section 5(c) or because Executive dies, then
Executive's (or his beneficiary's) rights to acquire shares under the Option
shall become and remain exercisable as if Executive had not been terminated or
had not died, and (f) other terms and conditions that are substantially the
same as the terms and conditions governing the most recent options granted to
the Company's other executives before the Effective Date.
(2) If Executive seeks to acquire by exercise of the
Option all or part of the shares that have become exercisable and the Company
declines to allow him to acquire such shares, whether because the Company has
not obtained shareholder approval for the Option or otherwise, the Company
shall pay Executive, within ten days after his attempt to acquire such shares,
(a) an amount equal to the difference between the number of shares Executive
sought to acquire multiplied by the closing price for a share of the Company's
common stock as of the date Executive sought to acquire such shares, on the one
hand, and the option price per share set forth above in Section 3(c)(1)(a)
multiplied by the number of shares Executive sought to acquire, on the other
hand, and (b) an additional payment sufficient for Executive to pay any
federal, state and local income tax and social security or other employment tax
on the amount paid under Section 3(c)(2)(a), as well as any additional federal,
state and local income tax and social security or other employment tax on any
such payment, determined using the top marginal rates of federal, state and
local income taxes and social security or other employment taxes applicable to
the Executive's taxable income in effect for the year of payment.
(3) For purposes of this Agreement, "Change in Control"
shall be deemed to have occurred if (a) a tender offer shall be made and
consummated of the ownership of 50% or more of the outstanding voting
securities of the Company, (b) the Company shall be merged or consolidated with
another corporation and as a result of such merger or consolidation less than
50% of the outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former shareholders of the
Company, other than affiliates (within the meaning of Rule 501 of the
Securities Act of 1933) of any party to such merger or consolidation, (c) the
Company shall sell substantially all of its assets to another corporation that
is not wholly owned by the Company, or (d) a person, within the meaning of
Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the
Securities Exchange Act of 1934, shall acquire 50% or more of the outstanding
voting securities of the Company (whether directly, indirectly beneficially or
of record); provided, however, that in no event shall a financing transaction
approved by the Board and entered into by the Company (e.g., additional rounds
of venture
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capital financing) be deemed to constitute a "Change in Control" of the
Company. For purposes hereof, ownership of voting securities shall take into
account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the
Securities Exchange Act of 1934.
(d) Option Adjustments.
(1) Adjustments for Stock Dividends and Splits. The
number of shares, and the option price per share, subject to the Option shall
be equitably adjusted by the Company to reflect any change in the
capitalization of the Company resulting from a stock dividend, split or reverse
split such that the Executive's prospective percentage ownership of stock under
the Option on a fully diluted basis after such dividend, split or reverse split
is the same as the Executive's prospective percentage ownership of stock under
the Option on a fully diluted basis immediately prior to such dividend, split
or reverse split.
(2) Adjustments for Reclassification, Exchange and
Substitution. If the stock issuable upon exercise of the Option shall be
changed into the same or a different number of shares of any other class or
classes of stock, whether by capital reorganization, reclassification, merger,
share exchange or otherwise (other than a stock dividend, split or reverse
split provided for above), the Option then in effect shall, concurrently with
the effectiveness of such reorganization, reclassification, merger, share
exchange or other transaction, be appropriately and equitably adjusted such
that the Option shall be exercisable for, in lieu of the number of shares of
stock which the holders would otherwise have been entitled to receive, that
number of shares of such other class or classes of stock equivalent to the
number of shares of stock that would have been subject to receipt by the
holders upon exercise of the Option immediately before such change.
(3) Equitable Adjustments. In case at any time or from
time to time the Company shall take any action affecting its stock, other than
an action described above in this Section 3(d), options to purchase stock shall
be granted to Executive in such manner and at such time as the Board may in
good faith determine to be equitable in the circumstances.
(4) Certificate as to Adjustments. The Company shall,
upon the written request at any time of any holder of the Option, furnish or
cause to be furnished to such holder of the Option a certificate setting forth
such adjustments and readjustments, the number of shares of stock for which the
Option is exercisable at the time in effect and the amount, if any, of other
property which at the time would be received upon exercise of the Option.
(5) Notices of Record Date. In the event that the
Company shall propose at any time to take any action involving its stock that
would trigger an adjustment under this Section 3(d), then, in connection with
each such event, the Company shall send to each holder of the Option at least
twenty (20) days' prior written notice of the occurrence of such action or the
fixing of the record date for such action, whichever is earlier.
4. BENEFITS. Immediately upon execution of this Agreement, Executive
shall be eligible to participate in all fringe benefit programs of the Company
offered to professional employees
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generally as of the Effective Date and will be eligible to
participate in stock option and incentive plans offered to executives of the
Company, as determined by the Board in its discretion.
5. TERMINATION.
(a) Cause. The Company may terminate Executive's employment under
this Agreement without any liability at any time for Cause upon delivery of
written notice of termination to Executive. For purposes of this Agreement,
Cause means Executive (i) has been convicted of a misdemeanor involving moral
turpitude or any felony; or (ii) has committed an act of fraud upon the Company
or an act evidencing dishonesty toward the Company, which has materially
damaged or prejudiced the Company, (iii) has misappropriated funds, property,
or rights of the Company, (iv) has failed to comply in any material way with
written policies or directives of the Board or Chief Executive Officer, which
failure has a material adverse effect on the Company and has not been corrected
by Executive within thirty (30) days after written notice from the Board of any
such act or omission, or (v) has violated Section 7 of this Agreement.
(b) Without Cause. In addition to its other termination rights,
the Company may terminate this Agreement at any time Without Cause. "Without
Cause" shall mean the Company has terminated Executive for any reason other
than for Cause under Section 5(a), for Disability under Section 5(c), upon
Executive's Death under Section 5(d), or by declining to renew the Employment
Term for an additional one year period under Section 1.
(c) Disability. If due to physical or mental illness Executive is
unable to perform the essential functions of his position, even with reasonable
accommodation, for one hundred eighty (180) days, the Company may terminate its
obligations hereunder, except for those obligations provided for in the second
sentence of Section 6(a) hereof.
(d) Termination Upon Death. If the Executive should die during
the Employment term of this Agreement, the Company's obligations under this
Agreement shall cease, except for those obligations set forth in Section 6(b),
and the Executive's employment shall be terminated.
(e) Termination by the Executive. The Executive may terminate his
employment hereunder (i) at any time if his health should become impaired to an
extent that makes the continued performance of his duties hereunder hazardous
to his physical or mental health, (ii) for Good Reason, but only if Executive
has provided written notice to the Company that he believes circumstances have
occurred that constitute Good Reason and the Company has failed to cure those
circumstances within 30 days after receiving such written notice from
Executive, (iii) within 90 days after a Change in Control, or (iv) upon 30 days
written notice for any other reason. "Good Reason" shall mean any of the
following circumstances have occurred without Executive's written consent: (a)
the Company has materially altered Executive's responsibilities, duties, or
position within the management hierarchy of the Company; (b) the Company has
reduced Executive's Base Salary in effect immediately prior to such occurrence;
(c) the Company transfers Executive, without his express written consent, to a
location that is more than thirty (30) miles from the city limits of Atlanta,
Georgia or the city limits of such other city in which Executive maintains his
principal place of business for the Company because he has
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previously provided his written consent to the Company to transfer to such
other city; or (d) the Company otherwise fails to comply in any material
respect with the terms of this Agreement.
(f) Notice of Termination. Any termination by the Company or the
Executive shall be communicated by written notice of termination to the other
party in accordance with Section 9 of this Agreement.
6. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
(a) During any period in which the Executive fails to perform his
duties hereunder as a result of disability due to physical or mental illness,
the Executive shall receive an amount which, when added to any disability
benefits provided for by the Company, equals his Base Salary until the
compensation and benefits received by the Executive pursuant to this Agreement
are terminated under Section 5(c) hereof, or until the Executive terminates his
employment under Section 5(e)(i) hereof, whichever first occurs. Following
termination due to disability, the Executive shall receive such benefits and be
paid such amounts as he/she is entitled to receive under the terms of the
Company's applicable disability and other benefit plans.
(b) If the Company terminates Executive's employment for Cause,
or if Executive terminates his employment for any reason other than for Good
Reason under Section 5(e)(ii), the Company shall pay Executive (i) his Base
Salary earned through the date on which his employment is terminated and (ii)
his earned but unpaid bonus, if any. The Company shall then have no further
obligations to the Executive under this Agreement; provided, however, the
Company will allow Executive, or his estate or beneficiaries, as the case may
be, to receive the benefits to which the Executive is entitled under the terms
of any applicable benefit plans and incentive and deferred compensation
arrangements.
(c) If the Company terminates Executive's employment by declining
to renew the Employment Term for an additional one year period under Section 1,
or if Executive dies, the Company shall (i) continue to pay Executive his Base
Salary for a period of three months after the expiration of the Employment Term
or the date of Executive's death, (ii) pay Executive his earned but unpaid
bonus, if any, as of the date of the expiration of the Employment Term or the
date of Executive's death, (iii) reimburse Executive for any COBRA premiums he
pays to continue individual group health coverage for up to three months from
the date of the expiration of the Employment Term, and (iv) allow Executive to
receive the benefits to which Executive is entitled under the terms of any
applicable benefit plans and incentive and deferred compensation arrangements.
(d) If Executive terminates his employment for Good Reason, if
Executive terminates his employment for any reason within 90 days after a
Change in Control, or if the Company terminates Executive's employment Without
Cause, the Company shall (i) continue to pay Executive his Base Salary for a
period of twelve months after the date of such termination, (ii) pay Executive
his earned but unpaid bonus, if any, as of the date of such termination, (iii)
reimburse Executive for any COBRA premiums he pays to continue individual group
health coverage for up to twelve months from the date of such termination, and
(iv) allow Executive to
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receive the benefits to which Executive is entitled under the terms of any
applicable benefit plans and incentive and deferred compensation arrangements.
(e) If the Company or the Company's accountants determine that
the payments called for under this Agreement or any other payments or benefits
made available to Executive by the Company or an affiliate of the Company will
result in Executive being subject to an excise tax under Section 4999 of the
Code ("Excise Tax") or if an Excise Tax is assessed against Executive as a
result of such payments or other benefits, the Company shall make a Gross-Up
Payment (as defined in this Section 6(e)) to or on behalf of Executive as and
when such determination(s) and assessment(s), as appropriate, are made, subject
to the conditions of this Section 6(e). A "Gross-Up Payment" shall mean a
payment to or on behalf of Executive that shall be sufficient to pay (i) any
Excise Tax in full, (ii) any federal, state and local income tax and Social
Security or other employment tax on the payment made to pay such Excise Tax as
well as any additional Excise Tax on the Gross-Up Payment, and (iii) any
interest or penalties assessed by the Internal Revenue Service on the Executive
if such interest or penalties are attributable to the Company's failure to
comply with its obligations under this Section 6(e) or applicable law. Any
determination under this Section 6(e) by the Company or the Company's
accountants shall be made in accordance with Section 280G of the Code and any
applicable related regulations (whether proposed, temporary or final) and any
related Internal Revenue Service rulings and any related case law. Executive
shall take such action (other than waiving Executive's right to any payments or
benefits) as the Company reasonably requests under the circumstances to
mitigate or challenge such tax. If the Company reasonably requests that
Executive take action to mitigate or challenge, or to mitigate and challenge,
any such tax or assessment and Executive complies with such request, the
Company shall provide Executive with such information and such expert advice
and assistance from the Company's accountants, lawyers and other advisors as
Executive may reasonably request and shall pay for all expenses incurred in
effecting such compliance and any related fines, penalties, interest and other
assessments.
7. RESTRICTIVE COVENANTS.
7.1 Definitions. The following definitions will apply to
this Agreement:
(a) "Business" means an Internet-based, private jet
aviation travel services business.
(b) "Customers" means actual customers or actively
sought prospective customers of the Company.
(c) "Confidential Information" means any data or
information of or regarding the Company, other than Trade Secrets, which is
valuable to the Company, except (i) information which becomes generally
available to the public other than as a result of a violation of this
Agreement; (ii) information which was in the possession of a competitor of the
Company prior to the execution of this Agreement; (iii) information disclosed
to a competitor by a person or entity (other than the Executive or his
affiliates) who has legitimate possession thereof and the unrestricted right to
make such disclosure; and (iv) information that has been independently acquired
or developed by the competitor.
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(d) "Nondisclosure Period" means the period of
Executive's employment by the Company (including employment, if any, after the
expiration of the Employment Term) and two years thereafter.
(e) "Nonsolicitation Period" means (i) if Executive
terminates his employment for any reason other than for Good Reason or if the
Company terminates his employment for Cause, the period of Executive's
employment by the Company (including employment, if any, after the expiration
of the Employment Term) and two years thereafter, or (ii) if Executive
terminates his employment for Good Reason or if the Company terminates his
employment Without Cause, the period of Executive's employment by the Company
(including employment, if any, after the expiration of the Employment Term) and
six months thereafter.
(f) "Trade Secrets" means information, without regard to
form, including, but not limited to, technical or nontechnical data, a formula,
pattern, compilation, program, device, method, technique, drawing, process,
financial data, financial plan, product plan, list of actual or potential
customers or suppliers which is not commonly known by or available to the
public and which information (a) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its
disclosure or use, and (b) is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy. For purposes of this Agreement, the
term Trade Secrets does not include information that is or becomes generally
known to the public other than as a result of a violation of this Agreement.
7.2 Trade Secrets. Executive will hold in confidence at all times
after the date hereof all Trade Secrets, and will not disclose, publish or make
use at any time after the date hereof of the Trade Secrets, without the prior
written consent of the Company. Notwithstanding anything to the contrary
contained herein, the Executive shall not be prohibited hereunder from
disclosing Trade Secrets if, in the opinion of counsel for the Executive, such
disclosure is required by applicable law. In the event that the Executive is
requested in any proceeding to disclose Trade Secrets, the Executive will
provide the Company prompt written notice of such request so that the Company
may seek an appropriate protective order or other remedy. In the event that
such protective order or other remedy is not obtained, the Executive may
disclose only that portion of the Trade Secrets which the Executive is advised
by counsel is legally required to be disclosed, and shall exercise all
reasonable efforts to obtain assurances that confidential treatment will be
accorded such Trade Secrets. Nothing in this Agreement diminishes the Company's
rights regarding the protection of trade secrets pursuant to applicable law.
7.3 Trade Name. Executive will not, directly or by assisting
others (except on behalf of the Company and its affiliates), own, manage,
operate, join, control, consult or participate in the ownership, management,
operation or control of any entity or venture that conducts Business under any
corporate or trade name of the Company, without the prior written consent of
the Company.
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7.4 Confidential Information.
(a) During the Nondisclosure Period, Executive will hold
in confidence all Confidential Information and will not disclose, publish or
make use of Confidential Information, other than for Company Activities,
without the prior written consent of the Company. Notwithstanding anything to
the contrary contained herein, the Executive shall not be prohibited hereunder
from disclosing Confidential Information if, in the opinion of counsel for the
Executive, such disclosure is required by applicable law. In the event that the
Executive is requested in any proceeding to disclose Confidential Information,
the Executive will provide the Company prompt written notice of such request so
that the Company may seek an appropriate protective order or other remedy. In
the event that such protective order or other remedy is not obtained, the
Executive may disclose only that portion of the Confidential Information which
the Executive is advised by counsel is legally required to be disclosed, and
shall exercise all reasonable efforts to obtain assurances that confidential
treatment will be accorded such Confidential Information.
(b) The restrictions set forth in this Agreement are in
addition to, not in lieu of, protections afforded to confidential information
and trade secrets under applicable law. Nothing in this Agreement is intended
to or shall be interpreted as diminishing or otherwise limiting the Company's
rights under any applicable law protecting its trade secrets and confidential
information.
7.5 Return of Materials. Upon the request of the Company and, in
any event, upon the termination of Executive's employment with the Company,
Executive shall deliver to the Company all memoranda, notes, records, manuals
or other documents (including, but not limited to, written instruments, voice
or data recordings, or computer tapes, disks or files of any nature), including
all copies of such materials and all documentation prepared or produced in
connection therewith, pertaining to the performance of Executive's services for
the Company, the business of the Company, its direct or indirect subsidiaries,
and/or its Customers, or containing Trade Secrets or Confidential Information,
whether made or compiled by Executive or furnished to Executive by virtue of
his employment with the Company. Executive shall also deliver to the Company
all computers, credit cards, telephones, office equipment, software, and other
property the Company furnished to Executive by virtue of his employment with
the Company.
7.6 Nonsolicitation of Customers and Vendors. Executive hereby
agrees that he will not, during the Nonsolicitation Period, in any manner
(other than on behalf of the Company), directly or indirectly, without the
written consent of the Company, solicit or attempt to solicit any Business from
any current or former Customer or vendor of the Company, or any other party
from which the Company derives revenues, with whom Executive had contact during
the last eighteen months of his employment by the Company.
7.7 Nonsolicitation of Employees. Executive hereby agrees that
he/she will not, during the Nondisclosure Period, in any manner (other than as
a employee of the Company), directly or indirectly, without the written consent
of the Company, hire or solicit for hire on Executive's behalf or on behalf of
any individual, firm, partnership, association, trust, company, corporation or
other entity, any other employee of the Company or its direct or indirect
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subsidiaries (whether or not such person would commit a breach of contract by
accepting such employment).
7.8 Reasonable and Necessary Restrictions. Executive acknowledges
that during the course of his employment with the Company he has received or
will receive and has had or will have access to Confidential Information and
Trade Secrets, including but not limited to confidential and secret business
and marketing plans, strategies, and studies, detailed client/customer lists
and information relating to the operations and business requirements of those
clients/customers and, accordingly, he is willing to enter into the covenants
contained in this Agreement in order to provide the Company with what he
considers to be reasonable protection of its interests. Executive acknowledges
that the restrictions, prohibitions and other provisions in this Agreement are
reasonable, fair and equitable in scope, terms and duration, are necessary to
protect the legitimate business interests of the Company, and are a material
inducement to the Company to employ or continue to employ Executive.
7.9 Severability; Modification. In the event that any of the
covenants contained herein in Section 7 are deemed unenforceable by a court of
competent jurisdiction, Executive agrees that each of the covenants herein is
severable from each of the others, and that a declaration of invalidity as to
any one of the covenants shall not effect the enforceability of the others.
Further, in the event one or more of the covenants herein is deemed
unenforceable by a court of competent jurisdiction, the parties hereby agree
and request that the court enforce the covenant(s) to the extent found
reasonable by the court.
8. INDEMNIFICATION. Executive hereby represents as a material inducement
to Company to enter into this Agreement that he/she is not subject to any
restrictions, whether contractual or otherwise, in favor of any person,
corporation, partnership, limited liability company or other entity, that in
any manner limit his authority or ability to enter into this Agreement or
otherwise to engage in the business of the Company. Executive further agrees to
indemnify and hold harmless Company from and against any and all of its actual
out-of-pocket costs, expenses, losses or damages incurred or caused as a result
of the successful assertion of any claim that Executive is not authorized or
able to enter into this Agreement or otherwise to engage in Company's business.
The Company will at all times indemnify and defend Executive in accordance with
the terms of its bylaws providing for the indemnification of its officers or
directors generally.
9. NOTICES. Any notice given hereunder shall be in writing and be sent
via certified mail, overnight courier service (with proof of delivery), or
facsimile (with confirmation of receipt) and addressed to the appropriate party
at the address, or sent to the facsimile number of the appropriate party, set
forth below or at such other address, or facsimile number, as the party shall
designate from time to time in a written notice. Notice shall be effective
three (3) days after sent by certified mail, one (1) business day after sent by
overnight courier service or upon receipt if sent by facsimile (receipt
confirmed).
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if to Executive: if to Company:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ________
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ____________________
Facsimile:____________ ____________________
Facsimile: _________
10. BINDING EFFECT; ASSIGNABILITY. This Agreement shall inure to the
benefit of and be binding upon Company, its successors and assigns. The Company
may assign this Agreement, without Executive's consent, to any entity that
controls or is controlled by Company, provided, however, that Executive's
duties and obligations hereunder are not materially increased or decreased as a
result of such assignment. Executive acknowledges that these services are
unique and personal. Accordingly, Executive may not assign any of his rights or
delegate any of his duties or obligations under this Agreement and any such
attempt to assign shall be void.
11. WAIVER; AMENDMENT. No waiver or amendment of this Agreement, or any
provision hereof, shall be valid unless such waiver or amendment is in writing
and signed by the party sought to be charged therewith.
12. GOVERNING LAW. This Agreement shall be construed in accordance with
the substantive laws of the State of Georgia without regard to the conflict of
laws principles thereof.
13. SEVERABILITY. In the event that any provision of this Agreement shall
be determined to be invalid by a court of competent jurisdiction, such
determination shall in no way affect the validity or enforceability of any
other provisions hereof.
14. ENTIRE AGREEMENT; MISCELLANEOUS. The parties acknowledge and agree
that they are not relying on any representations, oral or written, other than
those expressly contained herein. This Agreement supersedes all prior
agreements, proposals, negotiations, conversations, discussions and course of
dealing between the parties with respect to the subject matter hereof.
Paragraph headings are for convenience of reference only and are not intended
to create substantive rights or obligations. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and together shall
constitute one and the same Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
undersigned as of the day and year first above written.
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chairman
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EXECUTIVE:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
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