EXHIBIT 10.19
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 23, 2004 (the
"Effective Date"), by and between XXXxxx.xxx, Inc., a Delaware corporation (the
"Company"), and Xxxx Xxxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive desire to enter into this
Agreement as to the terms of Executive's employment with the Company.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:
1. Term of Employment. Subject to the terms and conditions of this
Agreement, the Company hereby employs the Executive as President and Chief
Executive Officer, and the Executive hereby agrees to serve the Company in such
capacity for the thirty-six (36) month term commencing on the Effective Date
(the "Initial Employment Term"), unless sooner terminated as provided herein.
Subject to Section 8 hereof, the Initial Employment Term shall be automatically
extended for additional successive one (1) year periods (each, an "Additional
Employment Term") unless the Company or Executive gives written notice of
non-renewal to the other at least six (6) months prior to the expiration of the
then Initial Employment Term or Additional Employment Term. The Initial
Employment Term and the Additional Employment Term(s) collectively shall be
referred to herein as the "Employment Term."
2. Positions/Duties.
(a) Executive shall serve as President and Chief Executive Officer of
the Company, and shall perform such duties, consistent with his positions, as
are assigned to the Executive from time to time by the Board.
(b) Executive shall report to the Company's Board of Directors (the
"Board"). The Executive, at the reasonable request of the Board, shall serve as
an officer or director of Company subsidiaries and other entities in which the
Company has significant interest.
(c) Except during vacation periods or absences due to temporary
illness, Executive shall devote all of his business time and efforts to the
performance of his duties hereunder; provided, however, the Executive shall be
permitted, to the extent that such activities do not create a conflict of
interest with the Company or materially interfere with the performance of his
duties and responsibilities hereunder, to manage his personal and family
financial affairs and to serve on civic, not-for-profit or charitable industry
boards and advisory committees. Executive may serve on the board of Homeplug
Powerline Alliance, Inc. Executive may not serve on any other boards or advisory
committees without obtaining the prior written consent of the Board, which
consent may not be unreasonably withheld or delayed. Except for business trips
that shall be necessary or desirable in the Company's business, the Executive
shall perform his duties and responsibilities hereunder at the principal offices
of the Company, or at such other locations as the Board reasonably deems
necessary for the proper performance of such duties and responsibilities.
3. Compensation. For all services to be rendered by the Executive in
any capacity during the Employment Term, including, without limitation, services
as an executive, officer, director or member of any committee of the Company and
its subsidiaries, divisions and affiliates, the Executive shall be paid as
compensation the following:
(a) Base Salary. During the Employment Term, the Company shall pay the
Executive a base salary at the annual rate of $225,000 ("Base Salary"), which
shall be payable in accordance with the usual payroll practices of the Company,
provided that only 75.5% of such salary shall be paid and the balance accrued
until the Company consummates a financing or series of financings for aggregate
gross proceeds to the Company of at least $3 million following the Effective
Date (the "Minimum Financing").
(b) Incentive Compensation. During the Employment Term, the Executive
shall be eligible to receive an annual discretionary bonus based on the
attainment of performance goals reasonably established by the Board (or the
Compensation Committee thereof), in its sole discretion.
(c) Other Bonuses. As an additional inducement for the Executive to
enter into this Agreement, concurrently with the execution and delivery of this
Agreement the Company shall pay a signing bonus of $[42,640 + March + April] to
the Executive. In addition, in consideration for the deferral of a portion of
the Base Salary as provided in Section 3(a), the Company shall pay the Executive
a bonus of $65,333 upon the consummation of the Minimum Financing (in addition
to the payment of the accrued Base Salary).
(d) Options.
(i) The Executive shall be granted a four-year non-qualified stock
option to purchase 920,000 shares of the Company's common stock, exercisable at
$0.01 per share. The Option shall vest in equal semi-annual installments over
the one-year period commencing on the grant date (subject to acceleration in the
event of a Change of Control).
(ii) The Executive also shall be granted a seven-year stock option
to purchase 460,000 shares of the Company's common stock at an exercise price
equal to the fair market value of the common stock on the date of grant. The
Option shall vest in three equal annual installments over the three-year period
commencing on the grant date (subject to acceleration in the event of a Change
of Control). To the maximum extent permitted by current tax law, the options
shall be "incentive stock options" under Section 422 of the Internal Revenue
Code.
4. Reserved.
5. Employee Benefits and Vacation.
(a) During the Employment Term, the Executive shall be entitled to
participate in all employee benefit plans, fringe benefits and perquisites
generally provided to senior executives of the Company.
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(b) During the Employment Term, the Executive shall be entitled to
three weeks paid vacation each calendar year in accordance with the Company's
policies in effect from time to time. Such vacation days shall be used at times
and dates reasonably acceptable to the Company and the Executive.
6. Business Expenses. The Company shall reimburse Executive for the
reasonable travel, entertainment and other business expenses incurred by
Executive in the performance of his duties hereunder, in accordance with the
Company's normal expense reimbursement policies applicable to its employees in
general and to executives of the same or equivalent rank.
7. Reserved
8. Termination.
(a) The employment of the Executive under this Agreement shall
terminate upon the earliest to occur of any of the following events:
(i) the death of the Executive;
(ii) the termination of the Executive's employment by the Company
due to the Executive's Disability pursuant to Section 8(b) hereof;
(iii) the termination of employment by the Executive for Good
Reason pursuant to Section 8(c) hereof;
(iv) the voluntary resignation by the Executive without Good
Reason pursuant to Section 8(d) hereof;
(v) the termination of the Executive's employment by the Company
for Cause pursuant to Section 8(e) hereof;
(vi) the termination of the Executive's employment by the Company
without Cause pursuant to Section 8(f) hereof; or
(vii) at the end of the Employment Term.
(b) Disability. If by reason of physical or mental illness or
incapacity the Executive has been unable to carry out his material duties
pursuant to this Agreement (with reasonable accommodation) for more than 90
consecutive days during any rolling 12-month period, the Company may terminate
Executive's employment for "Disability." Such termination shall be upon 30 days
written notice given within a reasonable time following the Executive's
Disability.
(c) Termination for Good Reason.
(i) The Executive may terminate this Agreement for Good Reason by
written notice to the Company in accordance with subsection (ii) below within 20
days after the
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occurrence of the Good Reason event, unless such circumstances are fully
corrected by the Company as provided in subsection (ii) below. For purposes of
this Agreement, "Good Reason" shall mean the occurrence of any of the following
circumstances without the Executive's express prior written consent: (A) a
material diminution of Executive's duties, responsibilities or authority; (B)
any material decrease in the Executive's Base Salary or benefits; (C) any breach
by the Company of any material provision of this Agreement; or (D) Executive is
asked to relocate to a facility or location more than 50 miles from the
Company's current location.
(ii) The Executive must provide the Company with a written notice
of termination for Good Reason, which shall indicate the specific termination
provision in subsection (i) relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination for Good
Reason. The failure by Executive to assert any facts or circumstances which
contribute to the showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing his rights hereunder. The notice of termination for
Good Reason shall provide for a date of termination not less than 30 nor more
than 60 days after the date such notice is given. The Company shall have 30 days
from the receipt of such notice of termination to cure the facts and
circumstances leading to the giving of such notice.
(d) Voluntary Resignation by the Executive without Good Reason. The
Executive may voluntarily resign without Good Reason upon 90 days prior written
notice to the Company.
(e) Termination for Cause.
(i) The Company may terminate this Agreement for Cause by giving
written notice in accordance with subsection (ii) below within 15 days after the
occurrence of the Cause event, unless such circumstances are fully corrected by
the Executive as provided in subsection (ii) below. For purposes of this
Agreement, the term "Cause" shall mean any of the following acts or events: (i)
the Executive's gross negligence, gross dereliction of duty, willful misconduct
or repeated material failure of Executive to render services to the Company in
accordance with his assigned duties; (ii) the Executive's conviction of, or plea
of NOLO CONTENDERE, to a felony (other than a felony involving a traffic
violation); (iii) the Executive's disloyalty, dishonesty or the commission by
Executive of an act of fraud, embezzlement or willful disregard of the rules or
policies of the Company, any of which results in loss, damage or injury to the
Company, whether directly or indirectly; or (iv) a material breach by the
Executive of any provision of this Agreement or any other material breach of any
agreement entered into with the Company. For purposes of this paragraph, no act,
or failure to act, on the Executive's part shall be considered "willful" unless
such act, or failure to act, is in bad faith or without reasonable belief that
his action or omission was in the best interests of the Company.
(ii) The Company shall provide the Executive with a written notice
of termination for Cause, which shall indicate the specific termination
provision in subsection (i) relied upon and shall set forth in reasonable detail
the facts and circumstances which provide for a basis for termination for Cause.
The date of termination for a termination for Cause shall be the date indicated
in the notice of termination. The Executive shall have 15 days from the receipt
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of such notice of termination to cure the facts and circumstances leading to the
giving of such notice.
(f) Termination without Cause. Except as otherwise provided herein, the
Company may terminate the Executive's employment upon 30 days prior written
notice to the Executive for reasons other than Cause (and other than by reason
of the Executive's Disability).
9. Consequences of Termination of Employment.
(a) Death. If the Executive's employment is terminated by reason of the
Executive's death, the Employment Term shall terminate without further
obligations to the Executive's legal representatives under this Agreement except
for: (i) any bonus if declared or earned but not yet paid for a completed fiscal
year (the "Unpaid Bonus"), any amount of Base Salary earned but unpaid, through
the date of the Executive's death, and any unreimbursed business expenses
payable pursuant to Section 6, which amounts shall be promptly paid in a lump
sum to Executive's estate (collectively the "Accrued Amounts"); and (ii) any
other amounts or benefits owing to the Executive under the then applicable
employee benefit or equity plans of the Company in accordance with the terms of
such plans.
(b) Disability. If Executive's employment is terminated by the Company
by reason of the Executive's Disability, the Executive shall be entitled to
receive the payments and benefits provided for in subsection (c) below.
(c) Termination by the Company without Cause. If the Executive's
employment is terminated by the Company without Cause, then the Executive shall
receive the following payments and benefits from the Company: (A) continued
payment of the Executive's Base Salary in effect at the date of termination for
12 months, which shall be payable in equal, consecutive monthly installments
commencing on the date of termination; (B) payment of the Executive's (and his
dependents') Consolidated Omnibus Budget and Reconciliation Act of 1985, as
amended ("COBRA") coverage premiums to the extent, and so long as, they remain
eligible for COBRA for up to 12 months, provided, however, such payments shall
cease if the Executive becomes eligible to receive medical coverage from a
subsequent employer; and (C) any other amounts or benefits owing to the
Executive under the then applicable employee benefit or equity plans of the
Company, in accordance with the terms of such plans. The Executive shall also
promptly receive the Accrued Amounts from the Company.
(d) Termination by Executive for Good Reason. Upon the Executive's
termination of employment for Good Reason, the Executive shall receive all of
the payments and benefits provided in subsection (c) above.
(e) Termination for Cause; Voluntary Resignation without Good Reason;
or Non-Extension of Employment Term. If the Executive's employment hereunder is
terminated by the Company for Cause, by the Executive without Good Reason or as
a result of non-extension of the Employment Term, the Executive shall be
entitled to receive only the Accrued Amounts from the Company. The Executive's
rights under all employee benefit and equity plans shall be determined in
accordance with the applicable plan.
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10. No Mitigation; No Offset. In the event of any termination of
employment hereunder, the Executive shall be under no obligation to seek other
employment and there shall be no offset against any amounts due the Executive
under this Agreement on account of any remuneration attributable to any
subsequent employment that the Executive may obtain. Any amounts due under
Section 9 are in the nature of severance payments and are not in the nature of a
penalty. Such amounts are inclusive, and in lieu of, any amounts payable under
any other salary continuation or severance arrangement of the Company and to the
extent paid or provided under any other such arrangement, shall be offset from
the amount due hereunder.
11. Restrictive Covenants. Executive acknowledges and agrees that as a
result of his employment by the Company, the Executive will have the opportunity
to obtain confidential information as to the Company and its affiliates, that
they will suffer substantial damage, which would be difficult to ascertain, if
the Executive should use such confidential information, and that because of the
nature of the information that will be known to the Executive it is necessary
for the Company and its affiliates to be protected by the confidentiality
restrictions set forth herein. Executive further acknowledges and agrees with
the Company that, as a result of his employment by the Company, the Executive
will have the opportunity to develop relationships with existing employees,
customers and other business associates of the Company, which relationships
constitute "goodwill" of the Company and its affiliates, and the Executive
acknowledges and agrees that the Company and its affiliates would be irreparably
damaged if the Executive were to take actions that would damage or
misappropriate such "goodwill."
(a) Confidential Information. During and after the Employment Term, the
Executive shall not (except in connection with the performance of his duties
hereunder) disclose to any third-party any Confidential Information (as defined
below) relating to the Company or its affiliates (and their respective
businesses) that was obtained by the Executive during his employment by the
Company, and shall not use such Confidential Information for his own benefit if
such use would violate the provisions of Section 11(d). For purposes of this
Agreement, Confidential Information means: (i) any information which is
proprietary or unique to the Company or its affiliates (or their businesses),
whether or not identified as being confidential, including, but not limited to,
trade secret information, matters of a technical nature such as processes,
systems, functional specifications, blueprints, computer programs, know-how,
improvements, discoveries, designs, inventions, devices, techniques, data and
formulas, research subjects and results; (ii) information of a strategic nature,
including, but not limited to, any information with respect to marketing
methods, plans and strategies, distribution channels, forecasts, products,
operations, revenues, unpublished financial statements, expenses, budgets,
projections, profits, sales, key personnel, customers (including customer lists
and customer contacts), suppliers, costs and pricing policies; (iii) information
as to employees and consultants, including, but not limited to, capabilities,
competence, status with the Company and compensation levels; and (iv) any
information, whether communicated to Executive in written, electronic or oral
form, where the Company or an affiliate has indicated the confidential nature of
such information to the Executive. Confidential Information shall not include
information: (x) that is otherwise public knowledge or known within the
applicable industry, (y) that has become available to the Executive on a
non-confidential basis from a source which is not prohibited from disclosing
such information to the Executive by a legal, contractual or fiduciary
obligation to the Company, or (z) compelled to be disclosed pursuant to the
order of a court or other governmental
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or legal body having jurisdiction over such matter. In the event the Executive
is compelled by order of a court or other governmental or legal body to
communicate or divulge any Confidential Information other than as permitted
herein, the Executive shall promptly notify the Company's General Counsel or
Board of any such order so that the Company may seek a protective order.
(b) Return of Company Property. Upon termination of the Executive's
employment with the Company, or at any time as the Company may request, the
Executive shall promptly deliver to the Company, as requested, all documents
(whether prepared by the Company, an affiliate, the Executive or a third party)
relating to the Company, any affiliate of the Company or any of their businesses
or property, which were delivered to or acquired by the Executive by or on
behalf of the Company or any of its affiliates, but other than documents
provided to the Executive in his capacity as a participant in any employee
benefit plan of the Company and any agreement by and between Executive and the
Company with regard to the Executive's employment or severance.
(c) Non-Competition. During the Employment Term and for the one-year
period immediately thereafter (the "Covenant Period"), Executive shall not,
directly or indirectly, as an individual proprietor, partner, stockholder,
officer, employee, director, joint venturer, investor, lender, consultant or in
any capacity whatsoever, engage in any Competitive Activity within the United
States and any other geographical area in which the Company or any of its
affiliates is then engaged in a Competitive Activity. As used herein,
"Competitive Activity" means researching, designing, manufacturing, marketing,
or selling semiconductors for high-speed transmission of multimedia, voice, and
data traffic over AC electrical wires or any related business activity which the
Company or its affiliates begins within 6 months after the end of the Employment
term.. Nothing herein shall prevent the Executive from: (i) a passive ownership
interest of not more than three percent (3%) of the total outstanding stock of a
publicly held company; or (ii) engaging in any Competitive Activity with the
prior written consent of the Board.
(d) Non-solicitation/Nondisparagement. Executive agrees that during the
Covenant Period, the Executive shall not, directly or indirectly, either for
himself or for any other person or entity: (i) hire, retain, recruit, solicit or
induce any non-clerical employee of the Company or any affiliate to terminate
(or otherwise reduce) their relationship with the Company or any affiliate; (ii)
solicit or induce any person or entity (including, without limitation, any
customer or supplier) to terminate, or otherwise to cease, reduce, or diminish
in any way its relationship (or prospective relationship) with the Company or
any affiliate; or (iii) make any disparaging statements concerning the Company
or any affiliate or their officers, directors or employees, to the public or any
vendor, supplier, customer, distributor, employee, consultant or other business
associate of the Company or affiliate of the Company. During the Covenant
Period, neither the Company nor its affiliates shall make any disparaging
statements concerning the Executive to the public or any vendor, supplier,
customer, distributor, employee, consultant or other business associate of the
Company or affiliate of the Company.
(e) Injunctive Relief, etc. Executive understands that the foregoing
restrictions may limit the Executive's ability to earn a livelihood in a
business similar to the business of the Company, but the Executive nevertheless
believes that the Executive will receive sufficient consideration and other
benefits as provided hereunder to clearly justify such
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restrictions which, in any event (given the Executive's education, skills and
ability), the Executive does not believe would prevent him from otherwise
earning a living.
(f) Notwithstanding the foregoing, if at any time a court holds that
the restrictions provided herein are unreasonable or otherwise unenforceable
under circumstances then existing, the parties hereto agree that the maximum
period, scope or geographic area determined to be reasonable under such
circumstances by such court shall be substituted for the stated period, scope or
area provided herein.
(g) In the event of a breach or potential breach of this Section 11,
the Executive acknowledges that the Company and its affiliates will be caused
irreparable injury and that money damages may not be an adequate remedy and
agree that the Company and its affiliates shall be entitled to injunctive relief
(in addition to its other remedies at law) to have the provisions of this
Section 11 enforced. In the event of a material breach of this Section 11 by the
Executive, the Executive shall pay to the Company, as liquidated damages, an
amount equal to the payments, if any, made to the Executive received pursuant to
Section 9 (other than Accrued Amounts), and neither party shall have any further
obligation to the other party under this Agreement.
12. Assignment of Inventions.
(a) The Executive acknowledges and agrees that all ideas, methods,
inventions, discoveries, improvements, work products or developments, whether
patentable or unpatentable, that relate to the Executive's work with the
Company, made or conceived by the Executive, solely or jointly with others,
while employed by the Company (collectively, "Inventions"), shall belong
exclusively to the Company (or its designee), whether or not patent applications
are filed thereon; provided that any such Inventions which are made, disclosed,
reduced to tangible or written form or description or are reduced to practice by
the Executive any time within one year after the Employment Term and which
pertain to the business carried on or products or services being sold or
developed by the Company or any of its affiliates at the time of the expiration
or termination of the Employment Term and which were, or are derived from,
Inventions worked on or developed by the Executive while employed by the
Company, shall be presumed to have been made during such employment.
(b) The Executive shall assign to the Company such Inventions and all
patents that may issue thereon in any and all countries, whether during or
subsequent to the Employment Term, together with the right to file, in the
Executive's name or in the name of the Company (or its designee), applications
for patents and equivalent rights (the "Applications"). The Executive shall, at
any time during and subsequent to the Employment Term, make such applications,
sign such papers, take all rightful oaths, and perform all acts as may be
reasonably requested from time to time by the Company with respect to the
Inventions, and the Executive shall also execute assignments to the Company (or
its designee) of the Applications, and give the Company and its attorneys all
reasonable assistance (including the giving of testimony) to obtain the
Inventions for its benefit; provided, however, the Executive shall be reasonably
compensated for his time and reimbursed for any out-of-pocket expenses incurred
(including reasonable attorneys' fees) in rendering such assistance or giving or
preparing to give such testimony. The Executive shall
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also provide any information, such as passwords or codes, necessary to allow the
Company to fully utilize its property.
(c) The Inventions will be deemed Work for Hire, as such term is
defined under the copyright law of the United States, on behalf of the Company,
and the Executive agrees that the Company will be the sole owner of the
Inventions, and all underlying rights therein, in all media now known or
hereinafter devised, throughout the universe and in perpetuity without any
further obligations to the Executive. If the Inventions, or any portion thereof,
are deemed not to be Work for Hire, the Executive hereby irrevocably conveys,
transfers and assigns to the Company, all rights, in all media now known or
hereinafter devised, throughout the universe and in perpetuity, in and to the
Inventions, including without limitation, all of the Executive's rights, title
and interests in the copyrights (and all renewals, revivals and extensions
thereof) to the Inventions, including without limitation, all rights of any kind
or any nature now or hereafter recognized, including without limitation, the
unrestricted right to make modifications, adaptations and revisions to the
Inventions, to exploit and allow others to exploit the Inventions and all rights
to xxx at law or in equity for any infringement, or other unauthorized use or
conduct in derogation of the Inventions, known or unknown, prior to the date
hereof, including without limitation the right to receive all proceeds and
damages therefrom. In addition, the Executive hereby waives any so-called "moral
rights" with respect to the Inventions.
(d) The Executive hereby waives any and all currently existing and
future monetary rights in and to the Inventions and all patents that may issue
thereon, including, without limitation, any rights that would otherwise accrue
to the Executive's benefit by virtue of the Executive being an employee of, or
other service provider to, the Company.
13. Cooperation. The Executive agrees that during, and within two (2)
years after, the Employment Term, the Executive shall, at the reasonable request
of the Company, render cooperation that is necessary or advisable, in the
Company's good faith discretion, in connection with any litigation or claim
involving the Company (or any affiliate) or any of their directors, officers,
employees, shareholders, agents, representatives, consultants, clients or
vendors, in which the Executive may have knowledge of the subject matter of the
dispute; provided that the Company shall reasonably compensate the Executive for
his time, and reimburse the Executive for any out-of-pocket expenses (including
reasonable attorneys' fees) incurred, in connection with such cooperation.
14. Arbitration.
All disputes and controversies arising under or in connection with this
Agreement, other than the seeking of injunctive or other equitable relief
pursuant to Section 11 hereof, shall be settled by arbitration conducted before
one (1) arbitrator sitting in Somerset County, New Jersey, or such other
location agreed by the parties hereto, in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association
then in effect. The determination of the arbitrator shall be final and binding
on the parties. Judgment may be entered on the award of the arbitrator in any
court having proper jurisdiction. All expenses of such arbitration, including
the fees and expenses of the counsel of the Executive, shall be borne by each
respective party.
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15. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without reference to
principles of conflict of laws.
(b) Entire Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company and supersedes any prior agreements between the Company and Executive
regarding same. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein and therein. This Agreement
may not be altered, modified, or amended except by written instrument signed by
the parties hereto.
(c) No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement. Any such
waiver must be in writing and signed by the Executive or an authorized officer
of the Company, as the case may be.
(d) Assignment. This Agreement shall not be assignable by Executive,
provided that any amount due Executive hereunder shall, in the event of his
death, be paid to his estate or his designated beneficiary. This Agreement shall
be assignable by the Company only to an acquirer of all or substantially all of
the assets of the Company, provided such acquirer promptly assumes all of the
obligations hereunder of the Company in a writing delivered to the Executive.
(e) Successors; Binding Agreement; Third Party Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees legatees and permitted assignees of the parties hereto.
(f) Communications. For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given: (i) when faxed or personally delivered
or (ii) one (1) business day after being sent by reputable "overnight" courier,
postage prepaid, addressed to the addresses set forth below or to such other
address as any party may have furnished to the other in writing in accordance
herewith. Notice of change of address shall be effective only upon receipt.
If to the Executive, to
Xxxx Xxxxxxxx
==================
Fax:
with a copy to:
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Xxxxxxx & Xxxxxx, LLP
000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fax: 000-000-0000
If to the Company, to:
XXXxxx.xxx, Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Fax:
with a copy to:
Xxxxxx & Xxxxxxxxx LLP 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx
Xxxx, XX 00000 Fax: 000-000-0000
(g) Withholding Taxes. The Company may withhold from any and all
amounts payable under this Agreement such Federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.
(h) Survivorship. The respective rights and obligations of the parties
hereunder, including, without limitation, Sections 11 and 13 hereof, shall
survive the termination of the Executive's employment to the extent necessary to
the agreed preservation of such rights and obligations.
(i) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
(j) Headings. The headings of the sections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
XXXXXX.XXX, INC
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CEO
/s/ Xxxx Xxxxxxxx
---------------------------
Xxxx Xxxxxxxx
