EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of
February 5, 1998, by and between Princeton Video Image, Inc., a New
Jersey corporation (the "Company"), and Xxxxxxxx Xxxxxxx (the
"Employee").
WHEREAS, the Company and the Employee wish to enter into an
agreement whereby the Employee shall be employed by the Company as
its Vice President, Finance, and Chief Financial Officer, as set
forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as
follows:
1. Term of Employment. Subject to the terms and conditions
hereof, the Company will employ the Employee, and the Employee will
serve the Company, as Vice President, Finance, and Chief Financial
Officer, or such other senior executive position or positions as the
Company may request from time to time, for a period beginning on the
date hereof and terminating on the first anniversary of such date
(the "Initial Term"); provided, however, that from the date of this
Agreement until a date no later than May 1, 1998, the Employee will
provide services on a part time basis no less than one day per week
(at a daily rate of $576.92 per day), except for weeks when the
Employee is unable to provide such services due to illness in his
family or travel; and provided, further, that the Employee's full
time employment with the Company shall commence not later than May 2,
1998. Following the expiration of the Initial Term and of each
extension period referred to in this sentence, the term of this
Agreement automatically shall be extended for a period of one (1)
year thereafter (such term, as it may be shortened by termination of
the Employee's employment hereunder pursuant to the provisions hereof
or extended, the "Term of Employment").
2. Duties. During the Term of Employment, the Employee will
serve as Chief Financial Officer, subject to the terms of this
Agreement and the direction and control of the Board of Directors of
the Company, its Chairman and its Chief Executive Officer ("CEO").
The primary location of the Employee's employment hereunder shall be
the headquarters of the Company in Lawrenceville, New Jersey. In his
position as Vice President, Finance, and Chief Financial Officer of
the Company, the Employee shall be responsible for overseeing and
managing all financial aspects of the Company, including negotiating
licensing agreements, finance, accounting, banking, treasury, SEC
reporting, management information systems and M&A. More
particularly, in such positions, the Employee shall be responsible
for:
(a) Providing sound financial leadership to the
Company and functioning as a full member of the executive team
developing and executing business strategy;
(b) Working with the marketing and sales team to
develop short and long term revenue forecasts to form the basis for
capital investments, operations budgeting (including SG&A, product
design, development and manufacturing) and overall business
forecasting;
(c) Overseeing all financial systems to ensure
effective operations, controls, MIS reporting, SEC reporting and
business growth;
(d) Participating in negotiation of licensing
arrangements with all parties, working in conjunction with the
Company's sales and marketing organization and legal
counsel, while ensuring the execution of comprehensive due diligence
and management of contracts, partnering arrangements and mergers and
acquisitions;
(e) Leading, managing, training and recruiting a
high-caliber finance team, as appropriate;
(f) Managing the cash-flow position of the Company,
and improving credit, collection and purchasing policies and payment
schedules, as deemed appropriate;
(g) Functioning as the liaison with the Company's
outside auditors on annual reports and audits; and
(h) Developing and maintaining effective Wall Street
relationships.
The Employee will hold, in addition to the offices of Vice
President, Finance, and Chief Financial Officer the Company, such
other offices in the Company to which he may be appointed or assigned
from time to time by the Board of Directors of the Company and will
discharge such duties in connection therewith. Once full time
employment has begun, the Employee shall devote all of his business
time to the performance of his duties hereunder, provided, that the
Employee shall not be precluded from serving as a member of up to two
boards of directors or advisory boards of companies or organizations
so long as such service does not violate the provisions of Section 9
of this Agreement or interfere with the performance of the Employee's
duties hereunder.
3. Compensation. The Company will, during the Term of
Employment but only after full time employment has begun, pay to the
Employee as compensation for the performance of his duties and
obligations hereunder an initial base salary at the rate of $150,000
per annum ("Salary"), payable in equal semi-monthly installments.
Such Salary shall be reviewed annually by the Board of Directors of
the Company in accordance with the Company's compensation program
solely for the purpose of determining increases. During the Term of
Employment but only after full time employment has begun, the
Employee shall be eligible to receive a bonus, to be awarded at the
sole discretion of the Board of Directors of the Company, upon the
attainment of stated goals and objectives for the Employee to be set
by the Compensation Committee of the Board after consultation with
the Employee.
4. Other Benefits. During the Term of Employment:
(a) The Employee shall be entitled to participate in
employee benefit plans and programs of the Company to the extent that
his position, tenure, salary, age, health and other qualifications
make him eligible to participate. The Company does not guarantee the
adoption or continuance of any particular employee benefit plan or
program during the Term of Employment, and the Employee's
participation in any such plan or program shall be subject to the
provisions, rules, regulations and laws applicable thereto; provided,
however, that the Employee shall be entitled to health and hospital
insurance benefits consistent with the past practices of the Company
in effect with respect to Company personnel generally.
(b) While employed hereunder, the Employee shall be
entitled to vacation benefits consistent with the past practices of
the Company in effect with respect to Company personnel generally,
plus one additional week per year. Such vacation may be taken by the
Employee at such times as do not unreasonably interfere with the
business of the Company. The accumulation of annual vacation time
earned but not taken will be in accordance with the Company policy
guidelines. Additional vacation will be earned in accordance with
Company policy.
(c) Within thirty days of the date of this Agreement, the
Company shall grant to the Employee a stock option, pursuant to the
Company's 1993 Stock Option Plan (the "Plan"), to
purchase 100,000 shares of Common Stock of the Company ("Common
Stock") with an exercise price equal to the fair market value of the
shares on the day this Agreement is signed. Such option shall be for
a term of ten years, subject to earlier termination ninety days after
termination of Employee's employment (or such later date after such
termination as is as provided in the Plan or Stock Option Grant
Agreement), and shall be in the form of, and on such terms and
conditions as provided in, the Company's standard form of Stock
Option Grant Agreement in effect as of the date of this Agreement.
Such option grant shall provide, on condition that the Employee is
employed by the Company on the relevant vesting dates, that such
options shall vest and become exercisable over a three year period at
the rate of 1/36 for each calendar month of Employee's employment
with the Company, beginning with the first day on which the
Employee's full time employment begins.
(d) The stock option grant agreement for the options
described in Section 4(c) of this Agreement will also provide that
the applicable number of all unvested options will become exercisable
immediately upon a merger, consolidation, acquisition of property or
stock, reorganization (other than a mere reincorporation or the
creation of a holding company) or liquidation of the Company, as a
result of which the shareholders of the Company receive cash, stock
or other property in exchange for or in connection with their shares
of the Company's Common Stock. In addition, the applicable number of
all unvested options shall become immediately exercisable in the
event of a change in control of the Company. A change in control of
the Company shall be deemed to occur if (a) the Company is merged
with or into or consolidated with another corporation or other entity
under circumstances where the shareholders of the Company immediately
prior to such merger or consolidation do not own after such merger or
consolidation shares representing at least fifty percent (50%) of the
voting power of the Company or the surviving or resulting corporation
or other entity, as the case may be, or (b) if the Company is
liquidated or sells or otherwise disposes of substantially all of its
assets to another corporation or entity, or (c) if any person (as
such term is used in Sections 13(d) and 14 (d) (2) of the Securities
Exchange Act of 1934) shall become the beneficial owner (within the
meaning of Rule 13d-3 under such Act) of forty (40%) percent or more
of the Common Stock of the Company other than pursuant to a plan or
arrangement entered into by such person and the Company or otherwise
approved by the Board of Directors, or (d) during any period of two
(2) consecutive years, individuals who at the beginning of such
period constitute the entire Board of Directors shall cease for any
reason to constitute a majority of the Board unless the election or
nomination for election by the Company's shareholders of each new
director was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning of
the period. For the purpose of this Section 4(d), the "applicable
number" of all unvested options shall mean: (i) at commencement of
the first twelve (12) months of the Employee's employment, fifty
percent (50%) of such unvested options, such number to increase
linearly during such twelve-month period to one hundred percent
(100%), and (ii) following such twelve-month period, one hundred
percent (100%) of such unvested options.
(e) In the event that the acceleration, as set forth in
Section 4(d) of this Agreement, of any option to be granted to the
Employee pursuant to the Plan which causes the option to be
exercisable immediately (such options, the "Accelerated Options") (i)
constitutes a "parachute payment" within the meaning of section 280G
of the Internal Revenue Code of 1986, as amended (the "Code"), and
(ii) but for this Section 4(e), would be subject to the excise tax
imposed by section 4999 of the Code (the "Excise Tax"), then the
amount of the Accelerated Options may be reduced to the largest
amount which the Employee, in his sole discretion, determines would
result in no portion of the Accelerated Options (or only such portion
thereof as is acceptable to the Employee) being subject to the Excise
Tax. The determination by the Employee of any reduction shall be
conclusive and binding upon the Company. The Company shall reduce
such Accelerated Options only upon written notice by the Employee
indicating the amount of such reduction.
5. Expenses. During the Term of Employment, all travel and
other reasonable business expenses incident to the rendering of
services by the Employee under this Agreement will be paid or
reimbursed by the Company subject to the submission of appropriate
vouchers and receipts in accordance with the Company's policy from
time to time in effect.
6. Death or Disability.
(a) The Employee's employment under this Agreement shall
be terminated by the death of the Employee. In addition, the
Employee's employment under this Agreement may be terminated by the
Board of Directors of the Company if the Employee shall be rendered
incapable by illness or any other disability from complying with the
terms, conditions and provisions on his part to be kept, observed and
performed for a period in excess of 180 days (whether or not
consecutive) or 90 days consecutively, as the case may be, during a
12-month period during the Term of Employment ("Disability"). If the
Employee's employment under this Agreement is terminated by reason of
Disability of the Employee, the Company shall give notice to that
effect to the Employee in the manner provided herein. In the event
that the Employee receives disability insurance benefits for which
payment was made by the Company after the date of this Agreement and
prior to termination of the Employee's employment under this
Agreement pursuant to this Section 6(a), the Employee's Salary shall
be reduced by an amount equal to such disability insurance benefits
during such period.
(b) In addition to and not in substitution for any other
benefits which may be payable by the Company in respect of the death
of the Employee, in the event of such death after the Employee's
employment has begun, the Salary payable hereunder shall continue to
be paid at the then current rate for three (3) months after the
termination of employment, and any bonus to which the Employee would
have been entitled for the year in which his death occurs shall be
pro rated to the date of his death and paid not later than three (3)
months after the termination of employment. All sums payable
pursuant to this Section 6(b) shall be paid to the Employee's
personal representative.
(c) In addition to and not in substitution for any other
benefits which may be payable by the Company in respect of the
Disability of the Employee, in the event of the termination of the
Employee's employment hereunder due to such Disability pursuant to
Section 6(a) after the Employee's employment has begun, the Company
shall pay the Employee, in twelve (12) equal semi-monthly
installments, an aggregate amount equal to six (6) months' Salary at
the rate in effect on the effective date of such termination;
provided, however, that the Company shall deduct from such payments
the amount of any and all disability insurance benefits paid during
such six-month period with respect to the Employee that were paid for
by the Company during any period for which payment was made by the
Company after the date of this Agreement and prior to the termination
of the Employee's employment. In addition, any bonus to which the
Employee would have been entitled for the year in which such
termination of employment occurs shall be pro rated to the date of
such termination and paid not later than twelve (12) months after
such termination.
7. Disclosure of Information, Inventions and Discoveries. The
Employee shall promptly disclose to the Company all processes,
trademarks, inventions, improvements discoveries and other
information related to the business of the Company (collectively,
"Developments") conceived, developed or acquired by him alone or with
others during the Term of Employment or during any earlier period of
employment by the Company or any predecessor of the Company, whether
or not during regular working hours or through the use of materials
or facilities of the Company. All such Developments shall be the
sole and exclusive property of the Company, and, upon request, the
Employee shall promptly deliver to the Company all drawings,
sketches, models and other data and records relating to such
Developments. In the event any such Development shall be deemed by
the Company to be patentable, the Employee shall, at the expense
of the Company, assist the Company in obtaining a patent or patents
thereon and execute all documents and do all such other acts and
things necessary or proper to obtain letters patent and to invest in
the Company full right, title and interest in and to such
Developments.
8. Non-Disclosure. The Employee shall not, at any time during
or after the Term of Employment or any earlier period of employment
by the Company or any predecessor of the Company, divulge, furnish or
make accessible to anyone (otherwise than in the regular course of
business of the Company) or use for his own account or for the
account of any other person any knowledge or information with respect
to confidential or secret processes, inventions, discoveries,
improvements, formulae, plans, materials, devices or ideas or other
know-how, whether patentable or not, with respect to any confidential
or secret development or research work or with respect to any other
confidential or secret aspects of the Company's business (including,
without limitation, customer lists, supplier lists and pricing
arrangements with customers or suppliers) (collectively, the
"Confidential Information"). This Section 8 shall not apply to any
information which (i) is or becomes generally available to the public
other than as a result of a disclosure directly or indirectly by the
Employee, or (ii) is or becomes available to the Employee on a
non-confidential basis from a person other than the Company or its
officers, directors or agents who, to the Employee's knowledge after
due inquiry, is not and was not bound by a confidentiality obligation
to the Company and was not otherwise prohibited from transmitting
such information to the Employee.
9. Non-Competition. The Company and the Employee agree that
the services rendered by the Employee are unique and irreplaceable.
In addition to and in furtherance of Section 8 of this Agreement, the
Company and the Employee agree that the Employee has had, and will
continue to have, unlimited access to the Confidential Information
and that preserving the proprietary nature of the Confidential
Information is of utmost importance to the Company. By giving the
Employee an opportunity or incentive to breach his obligations to the
Company under Section 8 of the Agreement, any relationship between
the Employee and a competitor of the Company during or following the
Term of Employment will potentially cause the Company irreparable
injury, regardless (in the event of termination or expiration of the
Term of Employment) of the circumstances under which the Term of
Employment ends, and even if the Employee is terminated by the
Company for cause. Therefore, in light of the foregoing, the
Employee agrees that during the Term of Employment and for a period
of two (2) years thereafter, the Employee shall not, directly or
indirectly, through any other person, firm, corporation or other
entity (whether as an officer, director, employee, partner,
consultant, holder of equity or debt investment, lender or in any
other manner or capacity):
(a) in any geographical area in the United States or in
those foreign countries where the Company, during the Term of
Employment, conducts or has undertaken activities to begin to conduct
business or initiate activities, design, manufacture, sell, market,
offer to sell or supply video or television technology similar to
that being developed or sold by the Company on the date of the
termination of Employee's employment under this Agreement for any
reason;
(b) initiate conversations to solicit, induce, encourage
or attempt to induce or encourage any employee of the Company to
terminate his or her employment with the Company or to breach any
other obligation to the Company;
(c) solicit, interfere with, disrupt, alter or attempt to
disrupt or alter the relationship, contractual or otherwise, between
the Company and any customer, potential customer, or supplier of the
Company; or
(d) engage in or participate in any business conducted
under any name that shall be the same as or similar to the name of
the Company or any trade name used by it,
provided, however, that in the event the Employee's employment is
terminated by the Company for cause pursuant to Section 11 of this
Agreement, then following such termination Employee shall have no
further obligations under this Section 9 unless the Company, in its
sole discretion, elects to make additional payments to Employee as
provided under Section 12.
The Employee acknowledges that the foregoing geographic,
activity and time limitations contained in this Section 9 are
reasonable and properly required for the adequate protection of the
Company's business. In the event that any such geographic, activity
or time limitation is deemed to be unreasonable by a court, the
Employee shall submit to the reduction of either said activity or
time limitation to such activity or period as the court shall deem
reasonable. In the event that the Employee is in violation of the
restrictive covenants set forth in this Section 9, then the time
limitation for such covenants shall be extended for a period of time
equal to the pendency of any proceedings brought to enforce such
covenants, including any appeals.
10. Remedies.
(a) The Employee acknowledges that irreparable injury
would result to the Company if the provisions of Section 7, 8, 9 or
14 of this Agreement were not specifically enforced and agrees that
the Company shall be entitled to any appropriate legal, equitable or
other remedy, including injunctive relief, in respect to any failure
to comply with the provisions of Section 7, 8, 9 or 14, as determined
by a court of competent jurisdiction.
(b) In furtherance of and not in limitation of Section
10(a), in the event that, subsequent to the Term of Employment, the
Employee breaches any of his obligations to the Company under Section
7, 8, 9 or 14 of this Agreement, then the Company's obligation to
make further payments to the Employee pursuant to this Agreement
shall terminate. Any such termination shall not limit or affect the
Company's right to pursue any other remedy available to the Company
at law or in equity.
11. Termination for Cause. In addition to any other remedy
available to the Company, either at law or in equity, the Employee's
employment with the Company may be terminated by the Board of
Directors for cause, which shall include (i) the Employee's
conviction from which no further appeal may be taken for, or plea of
nolo contendere to, a felony or a crime involving moral turpitude,
(ii) the Employee's commission of a breach of fiduciary duty
involving personal profit in connection with the Employee's
employment by the Company, (iii) the Employee's commission of an act
which the Board of Directors shall reasonably have found to have
involved willful misconduct or gross negligence on the part of the
Employee, in the conduct of his duties under this Agreement, (iv)
habitual absenteeism, (v) the Employee's material breach of any
material provision of this Agreement which remains uncured for a
period of thirty (30) days following notice by the Company, or (vi)
the willful and continued failure by the Employee to perform
substantially his duties with the Company (other than any such
failure resulting from his incapacity due to physical or mental
illness). With respect to the matters set forth in subsections (iii),
(iv), (v) and (vi) of this Section 11, the Company may not terminate
the Employee's employment unless the Employee has first been given
notice of the conduct forming the cause for such termination and an
opportunity to explain such conduct to the Company. In the event of
termination under this Section 11, the Company's obligations under
this Agreement shall cease, and the Employee shall forfeit all rights
to receive any future compensation under this Agreement.
Notwithstanding any termination of this Agreement pursuant to this
Section 11, the Employee, in consideration of his employment
hereunder to the date of such termination, shall remain bound by the
provisions of Section 7, 8, 9 and 14 hereof following any such
termination.
12. Termination Without Cause.
(a) Each of the Company and the Employee may terminate the
Employee's employment under this Agreement at any time for any reason
whatsoever, without any further liability or obligation of the
Company to the Employee or of the Employee to the Company from and
after the date of such termination (other than liabilities or
obligations accrued but unsatisfied on, or surviving, the date of
such termination), by sending ninety (90) days' prior notice to the
other party. In the event the Company elects to terminate the
Employee's employment under this Agreement pursuant to this Section
12, the Company shall continue to pay the Employee, in equal
semi-monthly installments, the full Salary (inclusive of paid medical
plan, but exclusive of bonuses, if any) as such Salary otherwise
would have accrued for a period equal to six (6) months; provided,
however, that if the Company elects to terminate this Agreement
during the Employee's first year of employment with the Company, such
amount shall be twelve (12) months' salary. In the event the Employee
terminates his employment hereunder within ninety (90) days after a
Detrimental Change (as hereinafter defined), the Company shall
continue to pay the Employee, in equal semi-monthly installments, the
full Salary (inclusive of paid medical plan, but exclusive of
bonuses, if any) as such Salary otherwise would have accrued until
the latest of (i) the expiration of the then current Term of
Employment, or (ii) the expiration of six (6) months following the
effective date of termination of the Employee's employment hereunder,
or (iii) the expiration of twelve (12) months following the effective
date of termination of the Employee's employment hereunder if such
termination takes place during the Employee's first year of
employment with the Company. In the event the Employee elects to
terminate the Employee's employment under this Agreement, other than
as set forth in the immediately preceding sentence, prior to the end
of the Term of Employment, the Company's obligation to pay Salary
shall cease as of the effective date of termination. Any termination
of the Employee's employment under this Agreement by the Company as
provided in this Section 12 shall be in addition to, and not in
substitution for, any rights with respect to termination of the
Employee which the Company may have pursuant to Section 11.
Notwithstanding any termination of the Employee's employment under
this Agreement pursuant to this Section 12, the Employee, in
consideration of his employment hereunder to the date of such
termination, shall remain bound by the provisions of Section 7, 8, 9
and 14 hereof following any such termination.
(b) As used in this Agreement, "Detrimental Change" shall
mean a detrimental change in the nature or scope of the Employee's
employment or duties which is inconsistent with those duties
customarily performed by a company's Chief Financial Officer.
Detrimental Change shall include, without limitation, the assignment
of the Employee to any duties substantially inconsistent with those
of senior executive management, the removal of the Employee from, or
any failure to re-elect him as an officer of the Company, the
assignment of the Employee to be under the direct supervision of
anyone reporting directly or indirectly to the Chairman or CEO of the
Company, a reduction in Salary or other employee benefits, the
failure by the Company to continue to provide the Employee with
substantially similar bonus opportunities, the relocation of the
Employee's primary office of employment to a location other than New
York city and more than fifty (50) miles from the location of such
office prior to the relocation, and substantially increased travel
requirements.
13. Resignation. In the event that the Employee's services
under this Agreement are terminated under any of the provisions of
this Agreement (except by death), the Employee agrees that he will
deliver to the Board of Directors his written resignation from all
positions held with the Company, such resignation to become effective
immediately; provided, however, that nothing herein shall be deemed
to affect the provisions of Section 7, 8, 9 and 14 hereof relating to
the survival thereof following termination of the Employee's services
hereunder; and provided, further, that except as expressly provided
in this Agreement, the Employee shall be entitled to no further
compensation hereunder.
14. Data. Upon expiration or termination of the Term of
Employment or termination pursuant to Section 1, 6, 11 or 12 hereof,
the Employee or his personal representative shall promptly deliver to
the Company all books, memoranda plans, records and written data of
every kind relating to the business and affairs of the Company which
are then in his possession or control.
15. Insurance. The Company shall have the right, at its own
cost and expense to apply for and to secure in its own name, or
otherwise, life, health or accident insurance or any or all of them
covering the Employee, and the Employee agrees to submit to usual and
customary medical examinations and otherwise to cooperate with the
Company in connection with the procurement of any such insurance and
any claims thereunder.
16. Waiver of Breach. Any waiver of any breach of this
Agreement shall not be construed to be a continuing waiver or consent
to any subsequent breach on the part either of the Employee or the
Company.
17. Assignment. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company upon
any sale of all or substantially all of the Company's assets, or upon
any merger or consolidation of the Company with or into any other
entity (including, without limitation, any change in control of the
Company), all as though such successors and assigns of the Company
and their respective successors and assigns were the Company.
Insofar as the Employee is concerned, this Agreement, being personal,
may not be assigned, and any such purported assignment shall be void
and of no effect.
18. Severability. To the extent any provision of this
Agreement shall be invalid or unenforceable, it shall be considered
deleted herefrom, and the remainder of such provision and of this
Agreement shall be unaffected and shall continue in full force and
effect. In furtherance and not in limitation of the foregoing,
should the duration or geographical extent of, or business activities
covered by, any provision of this Agreement be in excess of that
which is valid and enforceable under applicable law, then such
provision shall be construed to cover only that duration, extent or
activities which may be validly and enforceably covered.
19. Notices. All notices, requests and other communications
pursuant to this Agreement shall be in writing and shall be deemed to
have been duly given, if delivered in person or by courier,
telegraphed, telexed or by facsimile transmission (receipt confirmed)
or five (5) business days after being sent by registered or certified
mail, return receipt requested, postage paid, addressed as follows:
(a) If to the Employee:
Xxxxxxxx X. Xxxxxxx
00 Xxxxxxx xxxx
Xxxxxxxxx Xxxxxxxx, XX 00000
Fax No.: 000-000-0000
(b) If to the Company:
Princeton Video Image, Inc.
00 Xxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
Attn: Chairman of the Board of Directors
with a copy to:
Xxxxxxx X. Xxxxx, Esq.
Smith, Stratton, Wise, Xxxxx & Xxxxxxx
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
Any party may, by written notice to the other in accordance with this
Section 19, change the address to which notices to such party are to
be delivered or mailed.
20. General. Except as otherwise provided herein, the terms
and provisions of this Agreement shall constitute the entire
agreement by the Company and the Employee with respect to the subject
matter hereof and shall supersede any and all prior agreements or
understandings between the Employee and the Company, whether written
or oral. This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey. This Agreement
may be amended or modified only by a written instrument executed by
the Employee and the Company. The headings of the sections of this
Agreement are for convenience of reference only and do not constitute
part of this Agreement. This Agreement may be executed in any number
of counterparts, each of which, when executed, shall be deemed to be
an original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, each of the parties have executed or caused
to be executed by its duly authorized representative this Employment
Agreement as of the day and year first above written.
PRINCETON VIDEO IMAGE, INC.
By: /s/ Xxxxx F Xxxxxxxx
Name: Xxxxx F Xxxxxxxx
Title: Chairman /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
