EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This Employee Agreement ("Agreement") is entered into effective as of
the 1st day of January, 2000 by and between TIDEL ENGINEERING, L.P., a Delaware
limited partnership with its principal offices at Carrollton, Dallas County,
Texas ("Company"), and ________________ ("Employee").
WHEREAS, Company desires to continue to have the benefits of Employee's
knowledge and experience as a full time senior executive without distraction by
employment-related uncertainties and considers such employment a vital element
to protecting and enhancing the best interests of Company, and its and
shareholder and Employee desires to continue to be employed full time with
Company and to extend his employment agreement from that presently provided; and
WHEREAS, Company and Employee desire to enter into an agreement
reflecting the terms under which Employee will be employed by Company for a
minimum THREE (3) YEAR PERIOD commencing on the Effective Date (subject to the
provision of SECTIONS 5, 6 and 7 below);
WHEREAS, Employee is employed hereunder by Company in a confidential
relationship wherein Employee, in the course of Employee's employment with the
Company, has and will continue to become familiar with and aware of information
as to customers of the Company, and Tidel Technologies, Inc. (formerly known as
American Medical Technologies, Inc. doing business as AMT Industries, Inc.)
("TTI"), specific manner of doing business, including the processes, techniques
and trade secrets utilized by the Company and TTI, and future plans with respect
thereto, all of which has been and will be established and maintained at great
expense to the Company and TTI; this information is a trade secret and
constituted the valuable good will of the Company and TTI.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the parties agree as follows:
1. TERM. Company hereby agrees to employ Employee for an initial
three-year period commencing on January 1, 2000 (the "Effective Date") and
ending on the third anniversary thereof, unless sooner terminated as provided in
SECTIONS 5 and 6 or unless extended by the mutual consent of the parties prior
to the end of the term. On the Effective Date anniversary of every year, the
term of the Employee's employment with Company shall be automatically extended
by one year, on the same terms and conditions contained herein in effect as of
the time of renewal unless either party hereto delivers to the other party not
later than ten months after the anniversary of the Effective Date during the
first year of the then-current term a written notice of its or his election to
terminate the Employee's employment. If either party delivers such termination
notice, the Employee's employment will terminate as of the end of the
then-current three-year term.
2. DUTIES. Employee shall serve as the ______________________________
of Company, shall exercise the authority and assume the responsibilities of
_________________________________ of a company of the size and nature of
Company, and shall
assume such other duties as the Board of Directors of Company may prescribe
consistent with duties of _________________________________ of a technology
company of such size as Company including without limitation such positions and
duties with Company's subsidiaries as assigned by the Board of Directors of
Company. Employee agrees to devote substantially all his full time, attention
and best efforts to the performance of his duties. The Company may from time to
time designate Employee as an officer of any current or future subsidiary and,
in such event, shall use its best efforts to fairly allocate Employee's
compensation among itself and such subsidiary or subsidiaries either through
multiple direct payroll checks to Employee or by inter-Company reimbursements,
in any case consistent with any applicable regulations or regulatory policies.
3. COMPENSATION. Company shall compensate Employee for the services
rendered under this Agreement as follows:
(a) A base annual salary determined by the Board of Directors
of Company consistent with its practices for executive officers of
Company, but not less than _______________________________________
($_______) per year, payable in equal monthly installments (less
applicable withholding) in accordance with the customary payroll
practices of Company for the payment of executive officers;
(b) Such bonuses as shall be determined by the Board of
Directors of Company consistent with its practices for executive
officers of Company;
(c) If Employee's base annual salary is increased at any time,
it shall, not thereafter be decreased during the term of this
Agreement, unless such decrease is agreed to by the a Employee in
writing; and
(d) The Board of Directors of Company or its parent Company,
TTI, may from time to time grant restricted stock, performance units or
stock options, stock appreciation rights, and other forms of long-term
incentive compensation arrangements to the Employee. The privilege to
participate in these grants is at the discretion of the Board of
Directors and the stipulations regarding the granting of these awards
and their exercise by the Employee will be defined in the Tidel
Technologies, Inc. 1997 Long-Term Incentive Plan or in other plans or
actions of the Board of Directors.
(e) Employee shall be entitled to reimbursement of reasonable
out of pocket expenses relating to Company business in accordance with
policies in effect for executive officers generally.
4. EMPLOYEE BENEFITS.
(a) Employee shall be entitled to full participation, on a
basis commensurate with his position with Company, in all plans of
life, accident, medical payment, health and disability insurance,
retirement, pension, perquisites, and other employee benefit and
pension plans which generally are made available to executive officers
of Company or its principal
2
subsidiaries, except for such plans which the Board of Directors, in
its sole discretion, shall adopt for select employees to compensate
them for special or extenuating circumstances.
(b) Employee shall be entitled to an annual vacation leave at
full pay as may be provided or by Company's vacation policies
applicable to executive officers, but in any event such paid vacation
shall not be less than two weeks in the aggregate.
(c) Employee shall be entitled to an automobile and/or an
automobile allowance as may be determined by the Board of Directors.
Once established, or if Employee's automobile allowance is increased at
any time, it shall not thereafter be decreased during the term of this
Agreement, unless such decrease is agreed to by the Employee in
writing.
(d) Nothing in this Agreement shall limit in any way
Employee's participation in any other benefit plans or arrangements as
are from time to time approved by Company.
5. TERMINATION BY COMPANY. Except for a termination pursuant to SECTION
1 upon the expiration of the scheduled initial or any other term of this
Agreement, Employee's employment hereunder may be terminated by Company without
any breach of this Agreement only under the following circumstances:
(a) Death, or Retirement. Employee's employment shall
terminate upon his death or retirement.
(b) Disability. If, as a result of his incapacity resulting
from physical or mental illness or disease which is likely to be
permanent, Employee shall have been unable to perform his duties
hereunder for a period of more than one hundred twenty (120)
consecutive days during any twelve-month period, Company may terminate
his employment hereunder. The Board of Directors will determine if the
Employee's termination is due to total and permanent disability,
according to any long-term disability plan then in effect for senior
executives of Company and otherwise in good faith consistent with
generally prevailing practices of employers.
(c) Cause. Company may terminate Employee's employment
hereunder for cause, which for purposes of this Agreement shall be
defined to mean (i) the willful and continued failure by Employee to
follow the reasonable instructions of the Board of Directors of Company
or his duties pursuant to this Agreement continuing for ten (10) days
after written notice of such failure has been given to Employee by the
Board of Directors and the failure of the Employee to cure, (ii) the
willful commission by Employee of acts that are dishonest or
inconsistent with local normal standards and demonstrably and
materially injurious to Company or its subsidiaries, monetarily or
otherwise, (iii) the commission by Employee of a felonious act, (iv)
ongoing alcohol/drug addiction and a failure by Employee to
successfully complete a recovery program, (v) intentional wrongful
disclosure of confidential information of the Company, (vi) intentional
wrongful engagement in any competitive activity, or (vii) gross neglect
of his duties by Employee.
3
(d) Termination Without Cause. The termination of Employee's
employment by Company for any reasons other than those specified above
shall be deemed to be a "Termination Without Cause" (and the Company
shall be deemed to have "Terminated Without Cause") and Employee shall
be entitled to the severance benefits described in SECTION 8 herein.
Notwithstanding the foregoing, the Company shall not Terminate Without
Cause the Employee's employment after a Change of Control (as defined
in SECTION 7(B)) until the end of the then-current term of the
Agreement.
No breach or default by Employee shall be deemed to have occurred
hereunder unless written notice thereof shall have been given by Company to
Employee.
Upon termination of this Agreement for any reason provided above,
Employee shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above. All
other rights and obligations of TTI, the Company and Employee under this
Agreement shall cease as of the effective date of termination. except that
Employee's obligations under SECTIONS 13, 14, 15 and 16 herein shall survive
such termination in accordance with their terms.
If termination of Employee's employment arises out of the Company's
failure to pay Employee on a timely basis the amounts to which Employee is
entitled under this Agreement or as a result of any other breach of this
Agreement by the Company, as determined by a court of competent jurisdiction or
pursuant to the provisions of SECTION 17 below, the Company shall pay all
amounts and damages to which Employee may be entitled as a result of such breach
and all reasonable legal fees and expenses and other costs incurred by Employee
to enforce Employee's rights hereunder.
6. TERMINATION BY EMPLOYEE. Employee shall be entitled to terminate his
employment (i) for Good Reason or (ii) pursuant to the provisions contained in
SECTION 1 hereof. Termination for "Good Reason" is defined as Employee's
resignation except in connection with his termination pursuant to SECTION 5,
within NINETY (90) DAYS of the following:
(a) Without the express written consent of Employee, the
Company assigns the Employee any duties that are materially
inconsistent with Employee's position, duties and status with Company
as contemplated by this Agreement; (a)
(b) Any action by Company results in a material diminution in
the position, duties or status of Employee with Company as contemplated
by this Agreement or the Company transfers or proposes a transfer of
Employee for any extended period to a location outside Dallas County,
Texas without his consent;
(c) The base annual salary of Employee, as the same may
hereafter be increased from time to time, is reduced;
4
(d) Without limiting the generality or effect of the
foregoing, Company fails to materially comply with any of its
obligations hereunder; or
(e) The Company's Compensation Committee fails to communicate
the compensation objectives required within the Executive Annual
Incentive Plan or subsequent plan, approved by the Board, if any,
within the first 90 days of any fiscal year.
Termination by Employee of his employment with Company pursuant to
clause (i) of the first sentence of this Section 6 shall be deemed to be
Termination Without Cause of Employee's employment by Company.
7. RIGHTS AFTER CHANGE OF CONTROL.
(a) If a Change of Control (as defined in SECTION 7(b) below)
occurs, (i) Employee shall have immediate vesting of all restricted
stock, performance units, stock options, stock appreciation rights or
warrants (whether related to Company common stock or TTI common stock)
granted to Employee and full vesting in all other employee benefit
plans and compensation plans to the maximum extent permitted under
applicable law, and (ii) Employee shall have the right to "put" all or
any portion of vested restricted stock, performance units, stock
options, stock appreciation rights or warrants to TTI or in the event
TTI no longer exists or is unable or fails to fulfill its obligations
pursuant to this SECTION 7(a) within thirty (30) days of Employee's
exercise of his "put" rights then to Company for the difference between
(i) (A) the stock option exercise price with respect to stock options
and stock appreciation rights, (B) warrant exercise price with respect
to warrants, or (C) common stock price with respect to restricted stock
or performance units, and (ii) the higher of the market price of
Company's or TTI's common stock, as the case may be, at the date of the
"put" or the "Sales Price." Sales Price is defined solely for purposes
of this section as (i) the aggregate consideration per share received
by the Company or its shareholder(s) (currently TTI) for the Company's
common stock in the transaction which resulted in a Change of Control
in the event it is Company's common stock subject to a stock option,
stock appreciation right, warrant, restricted stock or performance unit
or (ii) the Market Price of TTI stock as of the date of the closing of
the transaction which will result in a Change of Control in the event
it is TTI's common stock subject to the stock option, stock
appreciation right, warrant, restricted stock or performance unit.
Employee's right to "put" vested restricted stock, performance units,
stock options, stock appreciation rights or warrants to Company shall
exist for the period ending on the earlier of (i) six (6) months from
the date of the Change of Control, (ii) the termination of this
Agreement, or (iii) Employee's termination pursuant to SECTION 5.
(b) For the purposes of this Agreement, a "Change of Control"
of Company shall be deemed to have taken place if one or more of the
following occurs:
5
(i) Any person or other entity, as that term is used
in Section 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934, ("Exchange Act") (other than a qualified benefit or
retirement plan of Company or an affiliate of Company) becomes
directly or indirectly, the beneficial owner (as defined in
Rule 13(d) under the Exchange Act as in effect on the date
hereof) of securities of Company representing fifty percent
(50%) or more of the combined voting power of Company's then
outstanding securities (unless such person is known by
Employee to be already such beneficial owner on the date of
this Agreement);
(ii) during any period of two (2) consecutive years
or less, individuals who at the beginning of such period
constituted the Board of the Company cease, for any reason, to
constitute at least a majority of the Board, unless the
election or nomination for election of each new member of the
Board was approved by a vote of at least two-thirds of the
members of the Board then still in office who were members of
the Board at the beginning of the period;
(iii) the equityholders of the Company approve any
merger or consolidation to which the Company is a party as a
result of which the persons who were equityholders of the
Company immediately prior to the effective date of the merger
or consolidation (and excluding, however, any shares held by
any party to such merger or consolidation and their
affiliates) shall have beneficial ownership of less than fifty
percent, (50%) of the combined voting power for election of
members of the Board (or equivalent) of the surviving entity
following the effective date of such merger or consolidation;
or
(iv) the equityholders of the Company approve any
merger or consolidation as a result of which the equity
interests in the Company shall be changed, converted or
exchanged (other than a merger with a wholly-owned subsidiary
of the Company) or any liquidation of the company or any sale
or other disposition of fifty percent (50%) or more of the
assets or earnings power of the Company;
(v) the Company's Board of Directors shall approve
the distribution to the Company's shareholders of all or
substantially all of Company's net assets or shall approve the
dissolution of the Company; (i)
(vi) any other transaction or series of related
transactions occur which have substantially the effect of the
transactions specified in any of the preceding clauses in this
SECTION 7(b); or
(vii) Employee is Terminated Without Cause by the
Company within the period of ONE HUNDRED EIGHTY (180) DAYS
before an occurrence of a Change of Control as defined in any
of the preceding clauses of this SECTION 7(b) or the
6
execution of a contract intended to effect a Change of Control
as defined in any of the preceding clauses of this SECTION
7(b).
8. OTHER SEVERANCE BENEFITS.
(a) Except as set forth below, and notwithstanding the minimum
term provided for in SECTION 1 of this Agreement, either the Company or
Employee may terminate this Agreement at any time upon thirty (30) days
notice to the other party, subject to the rights of Employee to any
payment due under this Agreement in that circumstance. If at any time
during the term of this Agreement, Employee is Terminated Without
Cause, or Employee resigns for Good Reason as defined in SECTION 6 of
this Agreement, then Employee shall be entitled to be paid a severance
payment equal to two times (2x) Employee's highest base annual salary
as set forth in SECTION 3(a) herein for Termination Without Cause
during the term of this Agreement. Notwithstanding the first sentence
of this SECTION 8(a), if a Change of Control occurs, the Company shall
have no right to Terminate Without Cause the Employee's employment
until the end of the then-current term of this Agreement.
(b) If at any time during the term of this Agreement Employee
is Terminated Without Cause, or Employee resigns for Good Reason as
defined in SECTION 6 of this Agreement, then (i) Employee shall be
entitled to continuation of basic employee group benefits, as defined
in SECTION 4(a), provided by Company to Employee for the lesser of one
year after termination or until the Employee secures new employment
without remuneration to Company, and (ii) the Employee's outstanding
stock option agreements shall provide for a continuance of the option
exercise period for ninety (90) days from Employee's termination or
resignation date, except that in the case of death, voluntary
termination, Retirement, Disability and termination for cause,
Employee's continuance of the option exercise period shall be governed
by the stock option agreements.
(c) If at any time during the term of this Agreement, Employee
is Terminated Without Cause, or Employee resigns for Good Reason as
defined in Section 6 of this Agreement, Company shall promptly (and in
any event within five business days after a request by the Employee
therefor) either pay or reimburse the Employee for the costs and
expenses of any executive outplacement firm selected by the Employee,
provided, however, that Company's liability hereunder shall be limited
to 10% of current salary of such expenses incurred by the Employee. The
Employee shall provide Company with reasonable documentation of the
incurrence of such outplacement costs and expenses.
(d) With respect to provisions of the stock option agreements
granted pursuant to the 1997 Long-Term Incentive Plan, "Termination For
Good Reason" shall be construed to have the same meaning as
"Termination Without Cause" as defined in this Agreement.
9. TIMING OF PAYMENT. Unless otherwise provided in this Agreement, any
severance or other payment payable to Employee under this Agreement shall be
paid within thirty (30) days after the event causing such payment or at such
other date as the parties agree.
7
10. OTHER BENEFITS. The provisions of SECTIONS 7 and 8 shall not affect
Employee's participation in, or termination of distributions and vested rights
under, any pension, profit sharing, insurance or other employee benefit plan of
Company to which Employee is entitled pursuant to the terms of such plans except
for the acceleration of vested benefits, to the maximum extent permissible under
applicable law or employee benefit plan document, in certain employee benefits
pursuant to SECTION 7(a) and the provisions pursuant to SECTION 8(b).
11. NO DUTY TO MITIGATE DAMAGES. In the event of termination of this Agreement
by Employee after a Change of Control as defined in SECTION 7 above, or as a
result of the breach by Company of any of its obligations hereunder, or in the
event of the termination of Employee's employment by Company in breach of this
Agreement or as a result of Employee's Termination Without Cause, or resignation
for Good Reason, Employee shall not be required to seek other employment in
order to mitigate his damages hereunder, and no compensation Employee does earn
after any termination shall be considered to mitigate damages Employee has
incurred or to reduce any payment Company is obligated to make to Employee
pursuant to this Agreement.
12. NO RIGHT TO SET OFF. Company shall not be entitled to set off against the
amount payable to Employee any amounts earned by Employee from other employment
after termination of his employment with Company or any amounts which might have
been earned by Employee in other employment had he sought such other employment.
The amounts payable to Employee under this Agreement shall not be treated as
damages but as severance compensation to which Employee is entitled by reason of
termination of this employment in all circumstances contemplated by this
Agreement.
13. NON-COMPETE AND NON-DISCLOSURE OF INFORMATION.
(a) For so long as Employee is employed by Company and
continuing after the voluntary termination by Employee or termination
for cause by Company as provided under SECTION 5(c) of such employment
for TWO (2) YEARS:
(i) Employee (A) will nor accept a position as an
officer, director, employee, agent, consultant or
representative of any technology manufacturing ATM (automatic
teller machine) company with offices in any county or any
county in which the Company has offices, and (B) will not make
or fail to dispose of any stock in any other proprietary
technology manufacturing ATM (automatic teller machine)
company with offices within thirty-five (35) miles of Dallas,
Texas except investments equal to less than two percent (2%)
of the outstanding stock of any class issued by any publicly
traded company.
(ii) Except in the performance on Employee's
obligations to Company of one of its subsidiaries, Employee
shall not, directly or indirectly, use or permit the use of
any confidential or other proprietary information of a special
unique nature and value to Company or one of its subsidiaries
(the "Confidential Information"),
8
including, but not limited to, trade secrets, systems,
procedures, manuals, confidential reports, customer lists,
sales or distribution methods, patentable information and data
as well as financial information concerning Company or one of
its subsidiaries, and information with respect to the nature
and type of other services rendered by Company or one of its
subsidiaries, which Confidential Information has been used by
Company or one of its subsidiaries to date or during the term
of this Agreement, and has been made known (whether or not
with the knowledge and permission of Company, and whether or
not developed, devised or otherwise created in whole or in
part by the efforts of Employee) to Employee by reason of his
activities on behalf of Company or one of its subsidiaries.
Employee shall not reveal, divulge or make known any
Confidential Information to any individual partnership, firm,
company or other business organization whatsoever except in,
performance of Employee's obligations to Company or with the
express permission of the Board of Directors of Company or as
otherwise required by operation of law.
(b) Employee confirms that all Confidential Information is the
exclusive property of Company. All business records, papers and
documents kept or made by Employee relating to the business of Company
shall be and remains the property of Company and shall remain in the
possession of Company during the term and at all times thereafter. Upon
the termination of his employment with Company or upon the request of
Company at any time, Employee shall promptly deliver to Company, and
shall retain no copies of, any written material records and documents
made by Employee or coming into his possession concerning the business
or affairs of Company.
(c) Without intending to limit the remedies available to
Company, Employee acknowledges that a breach of any of the covenants
contained in this SECTION 13 may result in material irreparable injury
to Company or one of its subsidiaries for which them is not adequate
remedy at law, that it may not be possible to measure damages for such
injuries precisely, and that in the event of such a breach or threat
thereof, may be entitled to obtain a temporary restraining order and/or
a preliminary or permanent injunction restraining Employee from
engaging in activities prohibited by this SECTION 13 or such other
relief as may be required to specifically enforce any of the covenants
in such Section. In the event a court requires a posting of a bond, the
parties hereby agree that such bond shall be in the amount of One
Thousand Dollars ($1,000.00).
(d) The covenants in this SECTION 13 are severable and separate, and the
unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of
competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the
intention of the parties that such restrictions be enforced to the
fullest extent which the court deems reasonable, and the Agreement
shall thereby be reformed.
(e) All of the covenants in this SECTION 13 shall be construed as an
agreement independent of any other provision in this Agreement and the
existence of any claim or cause
9
of action of Employee against the Company or 171, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the
enforcement by TTI or the Company of such covenant. It is specifically
agreed that the period of TWO (2) YEARS following termination of
employment stated at the beginning of this SECTION 13, during which the
agreements and covenants of Employee made in this SECTION 13 shall be
effective, shall be computed by excluding from such computation any
time during which Employee is in violation of any provision of this
SECTION 13.
14. RETURN OF COMPANY PROPERTY. All records, designs. patents, business plans,
financial statements, manuals, memoranda, lists and other property delivered to
or compiled by Employee by or on behalf of the Company, TTI or their
representatives, vendors, or customers which pertain to the business of the
Company or TTI shall be and remain the property of the Company or TTI, as the
case may be, and be subject at all times to their discretion and control.
Likewise, all correspondence, reports, records, charts, advertising materials
and other similar data pertaining to the business, activities or future plans of
the Company or TTI which is collected by Employee shall be delivered promptly to
the Company without request by it upon termination of Employee's employment.
15. INVENTION. Employee shall disclose promptly to TTI and the Company any and
all significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not. which are conceived or made by Employee,
solely or jointly with another, during the period of employment or within one
(1) year thereafter and which are directly related to the business or activities
of the Company or TTI and which Employee conceives as a result of Employee's
employment by the Company. Employee hereby assigns and agrees to assign all
Employee's interests therein to the Company or its nominee.
16. TRADE SECRETS. Employee agrees that Employee will not, during or after the
Term of this Agreement with the Company, disclose the specific terms of the
Company's or TTI's relationships or agreements with their respective significant
vendors or customers or any other significant and material trade secret of the
Company or TTI, whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever.
17. ARBITRATION. Any unresolved dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three (3) arbitrators in Dallas, Texas, in
accordance with the rules of the American Arbitration Association then in
effect. The arbitrators shall not have the authority to add to, detract from, or
modify any provision hereof nor to award punitive damages to any injured party.
The arbitrators shall have the authority to order back-pay, severance
compensation, vesting of options (or cash compensation in lieu of vesting of
options), reimbursement of costs, including those incurred to enforce this
Agreement in the event the arbitrators determine that Employee was terminated
without disability or cause, as defined in SECTION 5(b) and 5(c), respectively,
or that the Company has otherwise materially breached this Agreement. A decision
by a majority of the arbitration panel shall be final, non-appealable and
binding. Judgment may be entered on the arbitrators' award in any court having
jurisdiction. The direct expense of any arbitration proceeding shall be borne by
the Company.
10
Each party shall bear his or its own costs of arbitration, but if
Employee is the prevailing party in such arbitration, he shall be entitled to
recover from Company as part of any award entered his reasonable expenses for
attorneys' fees and disbursements.
18. NOTICES. All notices, requests, demands and other communication called for
or contemplated hereunder shall be in writing and shall be deemed to have been
duly given when delivered personally or when mailed by United Stated certified
or registered mail, postage prepaid, addressed to the parties, their successors
in interest or assignees; at the following addresses or such other addresses as
the parties may designate by notice in the manner aforesaid:
If to Company: Tidel Engineering, L.P.
0000 XxXxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: Chairman
If to Employee: Tidel Engineering, L.P.
0000 XxXxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: ________________
19. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas without giving effect to any
principle of conflict-of-laws that would require the application of the law of
any other jurisdiction. Venue for any dispute shall lie exclusively in Dallas,
Dallas County, Texas.
20. SEVERABILITY; HEADINGS. If any portion of this Agreement is held invalid or
inoperative, the other portions of this Agreement shall be deemed valid and
operative and, so far as is reasonable and possible, effect shall be given to
the intent manifested by the portion held invalid or inoperative. The Section
headings herein are for reference purposes only and are not intended in any way
to describe, interpret, define or limit the extent or intent of the Agreement or
of any part hereof.
21. ENTIRE AGREEMENT. This Agreement is not a promise of future employment,
except as otherwise provided herein. This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof,
superseding all negotiations, prior discussions and preliminary agreements, and
further superseding any and all employment arrangements between Employee and
Company or any of Company's subsidiaries, affiliates or other related entities.
This Agreement may not be amended except in a writing executed by the parties
hereto.
22. ASSIGNMENT; BINDING EFFECT. Employee understands that Employee has been
selected for employment by the Company on the basis of Employee's personal
qualifications, experience and skills. Employee agrees, therefore, that Employee
cannot assign all or any portion of Employee's performance under this Agreement.
Subject to the preceding two (2) sentences and
11
the express provisions of SECTION 7 above, this Agreement shall be binding upon,
inure to the benefit of an be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and assigns.
23. EFFECTIVENESS. This Agreement shall be effective upon the Effective Date.
24. SURVIVAL OF SECTION. The provisions of SECTIONS 13, 14, 15 and 16 of this
Agreement shall survive the termination of this Agreement for the period
provided for therein.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TIDEL ENGINEERING, L.P.: EMPLOYEE:
By: Tidel Cash Systems, Inc.,
a Delaware corporation
its general partner
----------------------------
----------------
----------------
By:
-----------------------------------
, Chairman
--------------------
ATTEST:
By:
-----------------------------------
, Secretary
--------------------
12
