Exhibit 10.1
THE TIREX CORPORATION
EXECUTIVE AGREEMENT
This Executive Agreement (the "Agreement") is made and entered into as of
this 23rd day of July, 1998 by and between The Tirex Corporation, a Delaware
corporation (the "Corporation"), and Xxxxx Xxxxxxx ("the Executive").
Whereas, the Corporation desires to employ the Executive as its Vice
President-in-charge of Operations, to serve in such position as its Chief
Operations Officer and the Executive is willing to accept such employment by the
Corporation, on the terms and subject to the conditions set forth in this
Agreement.
Whereas, since October 1995, the Corporation and the Executive have had an
acknowledged understanding and agreement that the Executive would hold the
position sole and exclusive distributor of the Corporation's cryogenic scrap
tire disintegration system (the "TCS-1") in North America and that pursuant to
his serving in such capacity, the Executive would be entitled to receive a
commission of 10% of the total lease/purchase price on all sales by the
Corporation of TCS-1's in North America.
Whereas, in connection with its retention of the Executive pursuant to
this Agreement, the Corporation has required and the executive has agreed to
give up all rights to any commissions on sales of TCS-1's made heretofore in
North America and to forego all future rights which he may have had to serve as
sole and exclusive distributor of TCS-1's in North America or to receive any
commissions on any sales of TCS-1's made by the Corporation in North America
heretofore or hereafter.
Whereas, the Corporation is in its very early stage of development, with
very limited assets, income, operations, and financial resources on hand to
finance the development of its technology and the commencement of operations.
Its future financial prospects and position are therefore highly contingent and,
as at the date hereof, impossible to predict. Based upon the foregoing, the
Corporation's Board of Directors believe that unregistered shares of the
Corporation's common stock, which cannot be sold into the public market for an
extended period of time, may reasonably be deemed to have a value which reflects
the Corporation's poor financial position and uncertain future, and can
reasonably be expected to be saleable by the Corporation, in arm's length
transactions, for approximately fifty percent (50%) of the current market value
of the publicly traded stock of the Corporation, or for substantially less.
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Now Therefore, it is agreed as follows:
1. Definitions
For the purposes of this Agreement the following terms shall have the
following meanings:
1.0 The "Corporation" shall mean The Tirex Corporation and Tirex Canada
Inc., and all other corporations, partnerships, or other entities, now or in the
future controlled by, under common control with, or in control of, The Tirex
Corporation, jointly and severally.
1.1 "Change in Control" shall mean (i) the time that the Corporation first
determines that any person and all other persons who constitute a group (within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934
("Exchange Act") have acquired direct or indirect beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or
more of the Corporation's outstanding securities, unless a majority of the
"Continuing Directors", as that term is defined in Paragraph 1.3, approves the
acquisition not later than ten (10) business days after the Corporation makes
that determination, or (ii) the first day on which a majority of the members of
the Corporation's Board of Directors are not "Continuing Directors."
1.2 "Constructive Termination" shall mean termination by the Corporation
of the Executive's employment by reason of material breach of this Agreement by
the Corporation, such "Constructive Termination" to be effective upon 30 days
written notice thereof from the Executive to the Corporation.
1.3 "Continuing Directors" shall mean, as of any date of determination,
any member of the Board of Directors of the Corporation who (i) was a member of
that Board of Directors on January 19, 1995, (ii) has been a member of that
Board of Directors for the two years immediately preceding such date of
determination, or (iii) was nominated for election or elected to the Board of
Directors with the affirmative vote of the greater of (x) a majority of the
Continuing Directors who were members of the Board at the time of such
nomination or election or (y) at least four Continuing Directors.
1.4 "Effective Date" shall mean June 15, 1998.
1.5 Termination For Cause" shall mean termination by the Corporation of
the Executive's employment by the Corporation by reason of the Executive's
willful dishonesty towards, fraud upon, or deliberate injury or attempted injury
to, the Corporation or by reason of the Executive's willful material breach of
this Agreement which has resulted in material injury to the Corporation. For
purposes of this paragraph, no act, or failure to act, on the Executive's part
shall be considered "willful" or "deliberate" unless done, or omitted to be
done, by him not
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in good faith and without reasonable belief that his action or omission was in
the best interest of the Corporation. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause without (i)
Written notice to the Executive setting forth the reasons for the Corporation's
intention to terminate for Cause, (ii) an opportunity on not less than 20 days
written notice from the Corporation to the Executive for the Executive, together
with his counsel, to be heard before the full Board of Directors of the
Corporation, and (iii) delivery to the Executive of a Notice of Termination as
defined in Paragraph 6.9 hereof from the Board of Directors finding that,
following such hearing before the Board, in the good faith opinion of such
Board, the Executive was guilty of conduct set forth above and specifying the
particulars thereof in detail.
1.6 "Termination for 'Good Reason'" shall mean termination by the
Executive of the Executive's employment by the Corporation because of: (i) a
"Change in Control", as defined in Paragraph 1.1, above, (ii) a failure by the
Corporation to comply with any material provision of this Agreement which has
not been cured within ten (10) days after notice of such noncompliance has been
given by the Executive to the Company, (iii) the determination by the Executive
that because of changes in the composition or policies of the Board of Directors
of the Corporation, or of other events or occurrences of material effect, that
the Executive can no longer properly and effectively discharge his
responsibilities as Chief Executive Officer of the Corporation after giving the
Corporation not less than thirty (30) days prior written notice of the effective
date of such termination, or (iv) any purported termination of the Executive's
employment which is not effected pursuant to a Notice of Termination satisfying
the requirements of Paragraph 6.9 hereof (and for purposes of this agreement no
such purported termination shall be effective).
1.7 "Termination Other Than For Cause" shall mean termination by the
Corporation of the Executive's employment by the Corporation (other than in a
Termination for Cause) and shall include "Constructive Termination", as that
term is defined in Paragraph 1.2.
1.8 "Termination Upon a Change in Control" shall mean a termination by the
Corporation of the Executive's employment with the Corporation within 120 days
following a "Change in Control", as that term is defined in Paragraph 1.1.
1.9 "Voluntary Termination" shall mean termination by the Executive of the
Executive's employment by the Corporation other than (i) Constructive
Termination, (ii) Termination Upon a Change in Control, (iii) Termination for
Good Reason, and (iv) termination by reason of the Executive's death or
disability as described in Paragraphs 7.4 and 7.5.
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2. Employment
During the term of this Agreement, the Executive agrees to be employed by
the Corporation and to serve as its Vice President in Charge of Operations,
serving in such positions as the Corporation's Chief Operations Officer or in
such other positions as the Corporation shall require, and the Corporation
agrees to employ and retain the Executive in such capacities.
3. Duties and Responsibilities
The Executive shall devote his full business time, energy, and skills to
the affairs of the Corporation, reporting solely and exclusively to its
President, and at all times during the term of this Agreement the Executive
shall have powers and duties at least commensurate with his position as Chief
Operations Officer.
The Executive hereby acknowledges that the Corporation reserves the right
to review with the Executive, his present directorships and any other positions
held by him in business organizations, and the Executive agrees to terminate his
participation in such position if the Corporation shall determine, in a
particular case, that there is a potential material conflict with the
Corporation's best interests. Any future proposed directorships and positions
shall be subject to review by the Corporation's Board of Directors, providing
however, that such Board shall not prohibit any such activities unless such
potential material conflict shall exist.
4. Term of Employment
The term of employment of the Executive by the Corporation shall be for a
period of four (4) years beginning with the Effective Date (the "Initial Term"),
unless terminated earlier pursuant to Section 6. At any time prior to the
expiration of the Initial Term, the Corporation and the Executive may by mutual
written agreement extend the Executive's employment under the terms of this
Agreement for such additional periods as they shall mutually agree.
5. Release of Rights
In consideration for the Corporation's entering into this Agreement on the
terms set forth herein, the Executive, intending to be legally bound hereby,
does hereby remise, release, discharge, indemnify and hold harmless the
Corporation, and each shareholder, officer, director and employee of the
Corporation, of and from all manner of actions and causes of action, suits,
debts, dues, accounts, bonds, wages, benefits, covenants, contracts, agreements,
judgments, claims and demands whatsoever in law or in equity, and including
without limitation all such actions, claims and demands, etc. arising out of,
being based upon, or being in any way connected with or related to any
arrangements, agreements, promises, understandings or discussions between the
Corporation and the Executive with respect to or in any way connected with the
Executive's past,
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present, or future rights to serve as a distributor of TCS-1 Systems in North
America or to receive commissions of any kind in connection with sales of TCS-1
Systems heretofore or hereafter made by the Company in North America.
6. Salary, Benefits and Bonus Compensation
6.1 Signing Bonus. In consideration of the Executive's agreeing to
discontinue his other business activities in order to enter into this agreement,
the Corporation will issue to the Executive, upon execution of this Agreement,
500,000 shares of the common stock of The Tirex Corporation.
6.2 Base Salary. As payment for the services to be rendered by the
Executive as provided in Section 3, the Corporation agrees to pay to the
Executive a "Base Salary" for the twelve (12) calendar months beginning the
Effective Date at the rate of one hundred seventy-five thousand dollars
($175,000) per annum payable in 52 equal weekly installments subject to annual
review and increase, as the board of directors shall determine.
6.3 Compensation Shares in Lieu of Cash Payments. Notwithstanding the
requirements of Paragraph 6.2, above, the Executive and the Corporation agree
and acknowledge that:
6.3.1 As at the date hereof and for the foreseeable future, the
Corporation does not and will not have the financial resources to pay more than
one thousand United States dollars (US $1,000) per week of the Base Salary and
that, therefore, the Corporation's obligation to pay the balance of the Base
Salary will be satisfied by the issuance to the Executive of shares of the
common stock of The Tirex Corporation ("Compensation Shares"), which
compensation shares shall constitute compensation pursuant to the terms of this
Executive Agreement.
6.3.2 All Compensation Shares will be issued to and held by the Executive
pursuant to the terms of a stock restriction agreement, on terms mutually
agreeable to the parties.
6.3.3 All Compensation Shares will be issued to the Executive at a value
equal to fifty percent (50%) of the average of the high and low bid prices of
The Tirex Corporation's common stock, during the period when such Compensation
Shares were earned, as traded in the over-the-counter market and quoted in the
Electronic Bulletin Board of the NASD or such other public market in the United
States in which the common stock of the Tirex Corporation shall then be traded.
6.3.4 From time to time, all or part of the Compensation Shares may be
registered by the Corporation under a Registration Statement on Form S-8,
including a Re-offer Prospectus, as and at such time as the board of directors
of the Corporation or the executive committee thereof shall determine.
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6.4 Bonuses. the Executive shall be eligible to receive a discretionary
bonus for each year (or portion thereof) during the term of this Agreement and
any extensions thereof, with the actual amount of any such bonus to be
determined in the sole discretion of the Board of Directors based upon its
evaluation of the Executive's performance during such year. All such bonuses
shall be reviewed annually by the Compensation Committee, if any shall be in
existence.
6.5 Additional Benefits. During the term of this Agreement, the Executive
shall be entitled to the following fringe benefits:
(a) Executive Benefits. The Executive shall be eligible to participate
in such of the Corporation's benefits and deferred compensation
plans as are now generally available or later made generally
available to executive officers of , including, without limitation,
the Corporation's Stock Option Plan, profit sharing plans, annual
physical examinations, dental and medical plans, personal
catastrophe and disability insurance, financial planning, retirement
plans and supplementary executive retirement plans, if any. For
purposes of establishing the length of service under any benefit
plans or programs of the Corporation, the Executive's employment
with will be deemed to have commenced on the Effective Date.
(b) Vacation. The Executive shall be entitled to reasonable vacation
time during each year during the term of this Agreement and any
extensions thereof, in an amount to be determined by the Executive
in his sole discretion.
6.6 Compensation For Release of Rights. In consideration for the release
of rights hereinabove given by the Executive, as set forth in Section 5 of this
Agreement, the Corporation shall issue to the Executive, upon execution of this
Agreement, two million, five hundred thousand (2,500,000) shares of its common
stock, $.001 par value.
6.7 Reimbursement for Expenses. During the term of this Agreement, the
Corporation shall reimburse the Executive for reasonable and properly documented
out-of-pocket business and/or entertainment expenses incurred by the Executive
in connection with his duties under this Agreement.
7. Termination
7.1 Termination For Cause. Termination For Cause may be effected by the
Corporation in accordance with the procedures set forth in Paragraph 1.5 at any
time during the term of this Agreement and shall be effected by written
notification to the Executive in accordance with Paragraph 6.9, below. Upon the
effectiveness of a Termination For Cause, the Executive shall promptly be paid
all accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension play or profit sharing plan benefits which will
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be paid in accordance with the applicable plan), any benefits under any plans of
in which the Executive is a participant to the full extent of the Executive's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by the Executive in connection with his duties hereunder, all
to the date of termination, but the Executive shall not be paid any other
compensation or reimbursement of any kind.
7.2 Termination Other Than For Cause. Notwithstanding anything else in
this Agreement, the Corporation may effect a Termination Other Than For Cause at
any time upon giving written notice to the Executive of such termination. Upon
the effectiveness of any Termination Other Than For Cause, the Executive shall
promptly be paid all accrued salary, bonus compensation to the extent earned,
vested deferred compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans (including accelerated
vesting, if any, of awards granted to the Executive under the Corporation's
stock option plan), accrued vacation pay and any appropriate business expenses
incurred by the Executive in connection with his duties hereunder, all to the
date of termination, and all severance compensation as provided in Paragraph
7.1.
7.3 Termination For Good Reason. Notwithstanding anything else in this
Agreement, the Executive may effect a Termination for Good Reason at any time
upon giving written notice to the Corporation of such termination in accordance
with the provisions of Paragraph 6.9 hereof. Upon the effectiveness of any
Termination for Good Reason the Executive shall promptly be paid all accrued
salary, bonus compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of in which
the Executive is a participant to the full extent of the Executive's rights
under such plans (including accelerated vesting, if any, of awards granted to
the Executive under's stock option plan), accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, and all severance compensation
as provided in Paragraph 7.1.
7.4 Termination by Reason of Disability. If, during the term of this
Agreement, the Executive fails to perform his duties under this Agreement on
account of illness or physical or mental incapacity, and such illness or
incapacity continues for a period of more than twelve (12) consecutive months,
the Corporation shall have the right to terminate the Executive's employment
hereunder by written notification to the Executive and payment to the Executive
of all accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
in which the Executive is a participant to the full extent of the Executive's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by the Executive in connection with his duties hereunder, all
to the date of termination, with the exception of medical and dental benefits
which shall continue through the expiration of this Agreement, but the Executive
shall not be paid any other compensation or reimbursement of any kind.
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7.5 Death. In the event of the Executive's death during the term of this
Agreement, the Executive's employment shall be deemed to have terminated as of
the last day of the month during which his death occurs and the Corporation
shall promptly pay to his estate or such beneficiaries as the Executive may from
time to time designate all accrued salary, bonus compensation to the extent
earned, vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, but the Executive's estate
shall not be paid any other compensation or reimbursement of any kind.
7.6 Voluntary Termination. In the event of a Voluntary Termination, the
Corporation shall promptly pay all accrued salary, bonus compensation to the
extent earned, vested deferred compensation (other than pension plan or profit
sharing plan benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of in which the Executive is a participant
to the full extent of the Executive's rights under such plans, accrued vacation
pay and any appropriate business expenses incurred by the Executive in
connection with his duties hereunder, all to the date of termination, but no
other compensation or reimbursement of any kind.
7.7 Termination Upon a Change in Control. In the event of a Termination
Upon the effectiveness of a Change in Control, the Executive shall immediately
be paid all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of in which the Executive is a participant to the full extent of the
Executive's rights under such plans (including accelerated vesting, if any, of
any awards granted to the Executive under the Corporation's Stock Option Plan),
accrued vacation pay and any appropriate business expenses incurred by the
Executive in connection with his duties hereunder, all to the date of
termination, and all severance compensation as provided in Paragraph 7.1.
7.8 Constructive Termination. The Executive may give notice to the
Corporation that the Corporation has effected a Constructive Termination of the
Executive's employment by reason of the Corporation's material breach of this
Agreement, by written notification to the Corporation in accordance with
Paragraph 6.9, below. Upon the effectiveness of any Constructive Termination the
Executive shall immediately be paid all accrued salary, bonus compensation to
the extent earned, vested deferred compensation (other than pension plan or
profit sharing plan benefits which will be paid in accordance with the
applicable plan), any benefits under any plans of in which the Executive is a
participant to the full extent of the Executive's rights under such plans
(including accelerated vesting, if any, of any awards granted to the Executive
under the Corporation's Stock Option Plan), accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with her
duties hereunder, all to the date of termination, and all severance compensation
provided in Paragraph 7.1.
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7.9 Notice of Termination. The Corporation may effect a termination of
this Agreement pursuant to the provisions of this Section upon giving thirty
(30) days' written notice to the Executive of such termination. The Executive
may effect a termination of this Agreement pursuant to the provisions of this
Section upon giving thirty (30) days' written notice to the Corporation of such
termination.
8. Severance Compensation
8.1 Severance Compensation in the Event of: Termination Other Than for
Cause Pursuant to Paragraph 7.2; Termination for Good Reason Pursuant to
Paragraph 7.3; Termination Upon a Change in Control Pursuant to Paragraph 7.7;
or a Constructive Termination Pursuant to Paragraph 7.8. In the event the
Executive's employment is terminated in a termination: Other Than for Cause
pursuant to Paragraph 7.2; for Good Reason pursuant to Paragraph 7.3; a Change
in Control pursuant to Paragraph 7.7; or a Constructive Termination pursuant to
Paragraph 7.8, the Executive shall be paid as severance compensation twice the
amount of his Base Salary (at the rate payable at the time of such termination),
for a period of twelve (12) months from the date of such termination.
Notwithstanding anything in this Paragraph to the contrary, the Executive may in
the Executive's sole discretion, by delivery of a notice to the Corporation
within thirty (30) days following a Termination Upon a Change in Control, elect
to receive from Compensation a lump sum severance payment by bank cashier's
check equal to the present value of the flow of cash payments that would
otherwise be paid to the Executive pursuant to this Paragraph. The Executive
shall also be entitled to an accelerated vesting of any awards granted to the
Executive under the Corporation's Stock Option Plan or any other employee or to
the extent provided in the stock executive compensation plans then in effect,
stock option or other affiliated agreement, if any, entered into at the time of
grant or award. The Executive shall continue to accrue retirement benefits and
shall continue to enjoy any benefits under any plans of in which the Executive
is a participant to the full extent of the Executive's rights under such plans,
including any perquisites provided under this Agreement, though the remaining
term of this Agreement; provided, however, that the benefits under any such
plans of in which the Executive is a participant, including any such
perquisites, shall cease upon re-employment by a new employer. By way of
additional severance compensation, the Corporation shall issue to the Executive
within five (5) business days of the date of termination, a number of shares of
the common stock of the Corporation equal to the number of shares of such common
stock, if any, which the Executive shall have forfeited under the terms of the
Stock Restriction Agreement, attached as Exhibit "A" hereto, which stock shall
be fully registered under a Form S-8 registration statement, if available to the
Corporation, or if such Form shall not be available to the Corporation, the
Corporation shall immediately take steps to register such shares with the
Securities and Exchange Commission on such Form of registration statement as
shall then be available to the Corporation, including without limitation Form
S-1.
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8.2 No Severance Compensation Upon Other Termination. In the event of
Termination For Cause pursuant to Paragraph 6.1, or termination by reason of the
Executive's Disability or Death pursuant to Paragraphs 6.4 or 6.5, or Voluntary
Termination pursuant to Paragraph 6.6 hereof, neither the Executive nor his
estate shall not be paid any severance compensation.
9. Payment Obligations
The Corporation's obligation to pay the Executive the compensation and to
make the arrangements provided herein shall be unconditional, and the Executive
shall have no obligation whatsoever to mitigate damages hereunder. If litigation
after a Change in Control shall be brought to enforce or interpret any provision
contained herein, the Corporation, to the extent permitted by applicable law and
the Corporation's Articles of Incorporation and Bylaws, hereby indemnifies the
Executive for the Executive's reasonable attorneys' fees and disbursements
incurred in such litigation.
10. Confidentiality
The Executive agrees that all confidential and proprietary information
relating to the business of the Corporation shall be kept and treated as
confidential both during and after the term of this Agreement, except as may be
permitted in writing by the Corporation's Board of Directors or as such
information is within the public domain or comes within the public domain
without any breach of this Agreement.
11. Withholdings
All compensation and benefits to the Executive hereunder shall be reduced
by all federal, state, local and other withholdings and similar taxes and
payments required by applicable law.
12. Indemnification
In addition to any rights to indemnification to which the Executive is
entitled to under the Corporation's Articles of Incorporation and Bylaws, the
Corporation shall indemnify the Executive at all times during and after the term
of this Agreement to the maximum extent permitted under Delaware Business
Corporation Law or any successor provision thereof and any other applicable
state law, and shall pay the Executive's expenses in defending any civil or
criminal action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
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13. Notices
Any notices permitted or required under this Agreement shall be delivered
by hand, certified mail, or recognized overnight courier, in all cases with
written proof of receipt required, addressed to the parties as set forth below
and shall be deemed given upon receipt to the Corporation at:
The Tirex Corporation
000 Xx. Xxxxxxx Xxxxx, 000
Xxxxxxxx, Xxxxxx X0X 0X0
addressed to the Executive at:
Xxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxx
Xxxx Xxxxx, XX 00000
or at any other address as any party may, from time to time, designate by notice
given in compliance with this Paragraph.
14. Law Governing
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
15. General
15.1 Titles and Captions. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.
15.2 Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
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15.3 Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
15.4 Attorney Fees. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
15.5 Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday, or a
legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday, or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday, or legal holiday.
15.6 Pronouns and Plurals. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular, or plural as
the identity of the person or persons may require.
15.7 Presumption. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
15.8 Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
15.9 Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
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15.10 Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
THE TIREX CORPORATION
By /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX, President
/s/ Xxxxx X. Xxxxxxx
--------------------------------
XXXXX X. XXXXXXX
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