EXHBIIT 10.18.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of January 1, 2003,
between Xxxxxxxx Technology, Inc. (including, as the context may require, its
subsidiaries, the "COMPANY"), a Florida corporation, and Xxx Xxxxx, Xx., (the
"EMPLOYEE"), located in Xxxxxxxxxx, Xxxxxxxxxxx, 00000.
WHEREAS, the Company wishes to employ the EMPLOYEE to render services
for the Company on the terms and conditions set forth in this Agreement, and the
Employee wishes to be retained and employed by the Company on such terms and
conditions.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. ENGAGEMENT - The Company hereby employs the Employee, and the Employee
accepts such engagement and agrees to perform services for the Company, for
the period and upon the other terms and conditions set forth in this
Agreement.
2. TERM - Unless terminated at an earlier date in accordance with Section 8 of
this Agreement or otherwise extended by agreement of the parties, the term
of the Employee's engagement hereunder shall be for a period of three
years, commencing on January 1, 2003. The period of engagement may be
extended by written agreement or e-mail between the parties, provided that
certain provisions relating to compensation may change upon commencement of
any extension hereto.
3. POSITION AND DUTIES
(a) SERVICE WITH COMPANY - During the term of the Employee's engagement,
the Employee agrees to perform such reasonable services as the Board
of Directors of the Company shall assign to Employee from time to
time. The Employee shall commence as a Director and an officer of the
Company with the title of President/Chief Financial Officer.
(b) PERFORMANCE OF DUTIES - The Employee agrees to serve the Company
faithfully and to the best of Employee's ability and to devote a
reasonable amount of time, attention and efforts to the business and
affairs of the Company during Employee's engagement by the Company.
The Employee hereby confirms that Employee is under no contractual
commitments inconsistent with Employee's obligations set forth in this
Agreement and that during the term of this Agreement, Employee will
not render or perform services for any other corporation, firm, entity
or person, which are inconsistent with the provisions of this
Agreement. While Employee remains employed by the Company, the
Employee may participate in reasonable professional, charitable,
and/or personal investment activities so long as such activities do
not interfere with the performance of Employee's obligations under
this Agreement.
4. COMPENSATION
(a) BASE CONSIDERATION - As compensation for services to be rendered by
the Employee under this Agreement, the Company shall pay to the
Employee during the initial ninety (90) day term a base payment of
$185,000 gross per year, and, unless modified, (ii) during any
extensions of the initial term a base payment of $185,000 gross per
year, minus deductions and withholdings, which payment shall be paid
on a semi-monthly basis in arrears in accordance with the Company's
normal procedures and policies.
(b) INCENTIVE COMPENSATION - In addition to the base payment, the Employee
shall be eligible to participate in any bonus or incentive
compensation plans that may be established by the Board of Directors
of the Company from time to time applicable to the Employee's
services.
(c) EXPENSES- The Company will pay or reimburse the Employee for all
reasonable and necessary out-of-pocket expenses incurred by Employee
in the performance of Employee's duties under this Agreement, subject
to the Company's normal policies for expense verification. In
addition, Company agrees to compensate Employee up to $1,200 monthly
for auto expense, health insurance and other benefits comparable with
employee's previous employer, and reasonable expenses associated to
set up and maintain a home office.
(d) INITIAL GRANT OF STOCK - The company agrees to CONDITIONALLY grant to
Employee shares of common stock in the Company (the "Common Stock")
equivalent to an accumulated total of 1.67% ("Stock Percentage") of
the Common Stock Equity of the Company (defined below) calculated as
of December 31, 2003 ("Final Date"). A portion of the stock grant is
earned upon contract signing and the remaining portion of the stock
will be granted after the performance periods defined below, based on
PERFORMANCE CRITERIA achieved by the Company as defined below. The
number of shares of Common Stock reflected by the Stock Percentage
("Employee's Shares") shall be calculated against all issued and
outstanding capital stock or other equity or conversion right in the
Company. With respect to any convertible stock of the Company,
including without limitation preferred stock classes C and D, and any
other conversion right, the calculation determining the number of
Employee's Shares shall be made as if each such conversion had taken
place in accordance with the conversion rights associated with such
security, (without regard to limitations on the number of shares that
may be converted in a single instance or in a defined period), on the
Final Date ("Imputed Conversion"). The price of the Common Stock to be
used for calculating the Imputed Conversion shall be the average price
of the Common Stock for the 10 business days prior to the Final Date
reflected on the NASD/OTCBB Market or if the Common Stock is no longer
listed on that market, the principal securities exchange or trading
market on which the Common Stock is listed or traded, including the
pink sheets. The final calculation of the total number of Employee's
Shares shall be made within fifteen days of the Final Date, in
accordance with the following formula ("Formula"):
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Total # Employee's Shares = .0167 x the Equity
The Equity = total Common Shares outstanding as of the Final Date +
number of Common Shares resulting from Imputed Conversion
The CONDITIONAL grant of shares is dependant on PERFORMANCE CRITERIA based
on the following minimum gross revenue figures being achieved for the
following quarters as listed below:
Second and Third quarters-$150,000 ; Fourth Quarter- $500,000.
Employee's Shares shall be issued in four installments; the first
installment is earned at contract signing, each additional installment is
granted after each quarter, contingent on the achievement of the gross
revenue targets listed above for each quarter:
(i) upon contract signing, the Company will issue to Employee a number of
shares of Common Stock then equivalent to .5% of the total number of shares
of Common Stock then outstanding;
(ii) on or about July 1, 2003, Company will issue to Employee a number of
shares of Common Stock then equivalent to .5% of the total number of shares
of Common Stock then outstanding, inclusive of such Employee's Shares, if
the Second Quarter gross revenue target has been met;
(iii) on or about October 1, 2003 Company will issue to Employee a number
of shares of Common Stock then equivalent to 1.67% of the total number of
shares of Common Stock then outstanding, inclusive of such Employee's
Shares, minus the aggregate number of Employee Shares issued to Employee in
the first two installments if the Third Quarter gross revenue target has
been met;
and
(iv) within fifteen days of the Final Date Company shall issue to Employee
a number of shares of Common Stock equal to the difference between the
Total # Employee's Shares calculated in accordance with the Formula minus
the aggregate number of Employee Shares issued to Employee in the first
three installments if the Fourth Quarter gross revenue target has been
met;.
(e) ACCRUED STOCK AWARD - In addition the company shall accrue an
additional stock award ("Accrued Shares") for the Employee which will
be vested and issued after the first year anniversary of engagement
(such anniversary being January 1, 2004) equal to 0.6% of the Equity.
(f) Registration - All Employee's Shares and Accrued Shares (collectively
hereafter referred to as "Employee's Shares") may be unregistered,
unless registered prior to issuance.
Such unregistered shares shall bear the following legend.
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Employee's Shares shall not contain the legend set forth above or any other
restrictive legend if all of the following conditions are satisfied: (i)
there is an effective Registration Statement under the Securities Act at
such time, (ii) the Employee has delivered a certificate to the Company to
the effect that the Employee will comply with all applicable prospectus
delivery requirements under the Securities Act in any sale or transfer of
the Employee's Shares by the Employee, and (iii) the Employee has delivered
to the Company an opinion of counsel (acceptable to the Company) that such
legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the staff
of the Commission). The Company agrees that it will provide the Employee,
upon request, with a certificate or certificates representing Employee's
Shares, free from such legend at such time as such legend is no longer
required hereunder. The Company may not make any notation on its records or
give instructions to any transfer agent of the Company which enlarge the
restrictions of transfer set forth in this Section.
The Company covenants that it will take such further action as any holder
of Employee Shares may reasonably request, all to the extent required from
time to time to enable such holder to sell the Shares without registration
under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act, including the legal
opinion of counsel to the Company pursuant in a written letter to such
effect, addressed and acceptable to the Company's transfer agent for the
benefit of and enforceable by the Employee or successor in interest
thereto. Upon the request of any such holder, the Company shall deliver to
such holder a written certification of a duly authorized officer as to
whether it has complied with such requirements.
(g) REGISTRATION RIGHTS - In the event of a registration of Company common
stock following the Final Date, Employee shall have the right to
participate in such registration at Company's expense up to an amount
not to exceed five percent (5%) of the total amount of common stock to
be registered at such time. Additionally, for a period of five years
from the date of this Agreement, Employee shall have preemptive rights
in the event of any potentially dilutive event (excluding exercise of
any conversion rights accounted for in the Imputed Conversion in
Paragraph 4 (d) above), such that Employee may, within a reasonable
time, elect to participate in such dilutive event under the terms
thereof to maintain Employee's then current percentage interest in the
Company.
(h) BONUS: Employee shall be eligible to receive a bonus, as may be
payable pursuant to the performance criteria described below. The
Bonus shall be based on 200% of Employee's annual base salary as of
the last day of the term of this agreement, and the maximum amount of
a target bonus that may be awarded to employee for a term shall be
400% thereof:
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Performance Criteria will be based on the award of contracts with a
total value in excess of $1 million through the life of the contract.
(i) CHANGE OF CONTROL - In the event of a change of control of the Company
during the period covered by this Agreement, all stock grants listed
above shall be granted immediately. A change of control will be
defined as a change in the majority ownership of the Equity of the
Company, or the resignation or termination of the majority of the
directors on the Board of Directors of the Company within a 2 month
period.
5. CONFIDENTIAL INFORMATION - Except as permitted or directed by the Company's
Board of Directors, during the term of Employee's engagement or at any time
thereafter, the Employee shall not divulge, furnish or make accessible to
anyone or use in any way (other than in the ordinary course of the business
of the Company) any confidential or secret knowledge or information of the
Company that the Employee has acquired or become acquainted with or will
acquire or become acquainted with prior to the termination of the period of
Employee's engagement by the Company (including engagement by the Company
or any affiliated companies prior to the date of this Agreement) whether
developed by Employee self/herself or by others, concerning any trade
secrets, confidential or secret designs, processes, formulae, plans,
devices or material (whether or not patented or patentable) directly or
indirectly useful in any aspect of the business of the Company, any
customer or supplier lists of the Company, any confidential or secret
development or research work of the Company, or any other confidential
information or secret aspects of the business of the Company. The Employee
acknowledges that the above-described knowledge or information constitutes
a unique and valuable asset of the Company and represents a substantial
investment of time and expense by the Company, and that any disclosure or
other use of such knowledge or information other than for the sole benefit
of the Company would be wrongful and would cause irreparable harm to the
Company. Both during and after the term of Employee's engagement, the
Employee will refrain from any acts or omissions that would reduce the
value of such knowledge or information to the Company. The foregoing
obligations of confidentiality shall not apply to any knowledge or
information that is now published and publicly available or which
subsequently becomes generally publicly known in the form in which it was
obtained from the Company, other than as a direct or indirect result of the
breach of this Agreement by the Employee.
6. VENTURES - If, during the term of Employee's engagement the Employee is
engaged in or associated with the planning or implementing of any project,
program or venture involving the Company and a third party or parties, all
rights in such project, program or venture shall belong to the Company,
unless prior written consent from the Company is obtained. Except as
approved by the Company's Board of Directors, the Employee shall not be
entitled to any interest in such project, program or venture or to any
commission, finder's fee or other compensation in connection therewith
other than the compensation to be paid to the Employee as provided in this
Agreement. The Employee shall not enter into any arrangement through which
Employee acquires or may acquire any interest, direct or indirect, in any
vendor or customer of the Company other than Employee.
7. PATENT AND RELATED MATTERS; DISCLOSURE AND ASSIGNMENT - The Employee will
promptly disclose in writing to the Company complete information concerning
each and every invention, discovery, improvement, device, design,
apparatus, practice, process, method or product, whether patentable or not,
made, developed, perfected, devised, conceived or first reduced to practice
by the Employee, either solely or in collaboration with others, during the
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term of this Agreement, whether or not during regular working hours,
relating either directly or significantly and indirectly to the business,
products, practices or techniques of the Company ("Developments"). The
Employee, to the extent that Employee has the legal right to do so, hereby
acknowledges that any and all of the Developments are the property of the
Company and agrees to assign and hereby assigns to the Company any and all
of the Employee's right, title and interest in and to any and all of the
Developments ("Assignment"). During the period commencing upon the day
after the Employee's last day performing services for the Company and
ending one year after termination of the Employee's engagement with the
Company, at the reasonable request of the Company, the Employee will confer
with the Company and its representatives for the purpose of disclosing all
Developments to the Company, provided that such conference is at the
Company's expense and Employee is compensated at no less that a rate of
$250 per hour for Employee's time.
(a) LIMITATION ON SECTION 7(a) - The provisions of Section 7 shall not
apply to any Development meeting the following conditions: (i) such
Development was developed entirely on the Employee's own time without
the use of any Company equipment, supplies, facility or trade secret
information; and (ii) such Development does not relate directly or
significantly to the business of the Company to the Company's actual
or demonstrably anticipated research or development; or result from
any work performed by the Employee for the Company.
(b) COPYRIGHTABLE MATERIAL - All right, title and interest in all
copyrightable material that the Employee shall conceive or originate,
either individually or jointly with others, and which arise out of the
performance of this Agreement, will be the property of the Company and
are by this Agreement assigned to the Company along with ownership of
any and all copyrights in the copyrightable material. Upon request and
without further compensation therefor, but at no expense to the
Employee, the Employee shall execute all papers and perform all other
acts necessary to assist the Company to obtain and register copyrights
on such materials in any and all countries, except that Employee shall
be compensated at no less that a rate of $250 per hour for Employee's
time for compliance with this provision following termination or
expiration of this Agreement. Where applicable, works of authorship
created by the Employee for the Company in performing Employee's
responsibilities under this Agreement shall be considered "WORKS MADE
FOR HIRE," as defined in the U.S. Copyright Act. To the extent not
considered as work made for hire, such works will be considered
assigned to the Company under the Assignment provision of this Section
7.
(c) KNOW-HOW AND TRADE SECRETS - All know-how and trade secret information
conceived or originated by the Employee that arises out of the
performance of Employee's obligations or responsibilities under this
Agreement or any related material or information shall be the property
of the Company, and all rights therein are by this Agreement assigned
to the Company.
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8. TERMINATION OF ENGAGEMENT
(a) GROUNDS FOR TERMINATION - The Employee's engagement shall terminate
prior to the expiration of the initial term set forth in Section 2 or
any extension thereof in the event that at any time: (i) The Employee
dies, (ii) The Board of Directors of the Company elects to terminate
this Agreement for "cause" and notifies the Employee in writing of
such election, (iii) The Employee becomes "disabled," so that Employee
cannot perform the essential functions of Employee's position with or
without reasonable accommodation, (iv) The Board of Directors of the
Company elects to terminate this Agreement without "cause" and
notifies the Employee in writing of such election, (v) The Employee
elects to terminate this Agreement and notifies the Company in writing
of such election, or (vi) The Employee elects to terminate this
Agreement for "good reason" (as defined below) and notifies the
Company in writing of such election.
If this Agreement is terminated pursuant to clause (i) or (ii) of this
Section 8(a), such termination shall be effective immediately. If this
Agreement is terminated pursuant to clause (iii), (iv), (v) or (vi) of
this Section 8(a), such termination shall be effective 30 days after
delivery of the notice of termination.
(b) "CAUSE" DEFINED - "Cause" means: (i) The Employee has breached the
provisions of Section 5, 6 or 7 of this Agreement in any material
respect, (ii) The Employee has engaged in willful and material
misconduct, including willful and material failure to perform the
Employee's duties as an officer or Employee of the Company and has
failed to cure such default within 30 days after receipt of written
notice of default from the Company, (iii) The Employee has committed
fraud, misappropriation or embezzlement in connection with the
Company's business, or (iv) The Employee has been convicted or has
pleaded NOLO CONTENDERE to criminal misconduct (except for parking
violations, occasional minor traffic violations and other similar
minor violations).
(c) EFFECT OF TERMINATION - Notwithstanding any termination of this
Agreement, the Employee, in consideration of Employee's engagement
hereunder to the date of such termination, shall remain bound by the
provisions of this Agreement which specifically relate to periods,
activities or obligations upon or subsequent to the termination of the
Employee's engagement.
(d) "DISABLED" DEFINED - "DISABLED" means any mental or physical condition
that renders the Employee unable to perform the essential functions of
Employee's position, with or without reasonable accommodation, for a
period in excess of 3 months.
(e) SURRENDER OF RECORDS AND PROPERTY- Upon termination of Employee's
engagement with the Company, the Employee shall deliver promptly to
the Company all records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables,
calculations or copies thereof that relate in any way to the business,
products, practices or techniques of the Company, and all other
property, trade secrets and confidential information of the Company,
including, but not limited to, all documents that in whole or in part
contain any trade secrets or confidential information of the Company,
which in any of these cases are in Employee's possession or under
Employee's control.
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(f) PAYMENT CONTINUATION - If the Employee's engagement by the Company is
terminated by the Company pursuant to clause (iii) or (iv) of Section
8(a) or by Employee for Good Reason pursuant to clause (vi) of Section
8(a), the Company shall continue to pay to the Employee Employee's
base payment (less any payments received by the Employee from any
disability income insurance policy provided to Employee by the
Company) and shall continue to provide health insurance benefits for
the Employee through the earlier of (a) the date that the Employee has
obtained other full-time engagement, or (b) three (3) months from the
date of termination of engagement. If this Agreement is terminated
pursuant to clauses (i), (ii) or (v) of Section 8(a), the Employee's
right to base payment and benefits shall immediately terminate, except
as may otherwise be required by applicable law.
(g) "GOOD REASON" DEFINED - Good Reason shall mean: (i) the assignment of
the Employee to any duties inconsistent in any respect with the
Employee's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated
by Section 3(a) or any other action by the Company which results in a
diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Employee; (ii)
any termination or reduction of a material benefit under any benefits
plan in which the Employee participates unless (1) there is
substituted a comparable benefit that is economically substantially
equivalent to the terminated or reduced benefit prior to such
termination or reduction or (2) benefits under such plan are
terminated or reduced with respect to all Employees previously granted
benefits thereunder; (iii) without limiting the generality of the
foregoing, any material breach of this Agreement by the Company or any
successor thereto.
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9. INDEMNIFICATION - In the event that Employee is made, or threatened to be
made, a party to any action or proceeding, whether civil or criminal, by
reason of the fact that Employee is or was a director, officer, or member
of a committee of the Board of Directors of the Company or serves or served
any other corporation, partnership, joint venture, trust, Employee benefit
plan or other enterprise in any capacity at the request of the Company, or
resulting from any of Employee's actions in any of the foregoing roles
Employee shall be indemnified by the Company and the Company shall advance
Employee's related expenses to the fullest extent permitted by law
(including without limitation, damages, costs and reasonable attorney
fees), as may otherwise be provided in the Company's Certificate of
Incorporation and ByLaws. The Company further covenants not to amend or
repeal any provisions of the Certificate of Incorporation or Bylaws of the
Company in any manner which would adversely affect the indemnification or
exculpatory provisions contained therein as they pertain to acts. The
provisions of this Section are intended to be for the benefit of, and shall
be enforceable by, each indemnified party and Employee's or her heirs and
representatives. If the Company or any of its successors or assigns (i)
shall consolidate with or merge into any other corporation or entity and
shall not be the continuing or surviving corporation or entity of such
consolidation or merger or (ii) shall transfer all or substantially all of
its properties and assets to such Person, then and in each such case,
proper provisions shall be made so that the successors and assigns of the
Company shall assume all of the obligations set forth in this section 9.
10. MISCELLANEOUS
(a) COUNTERPARTS - This Agreement may be executed in separate
counterparts, each of which will be an original and all of which taken
together shall constitute one and the same agreement, and any party
hereto may execute this Agreement by signing any such counterpart.
(b) SEVERABILITY - Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid
under applicable law but if any provision of this Agreement is held to
be invalid, illegal or unenforceable under any applicable law or rule,
the validity, legality and enforceability of the other provisions of
this Agreement will not be affected or impaired thereby. 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
validly and enforceably be covered.
(c) SUCCESSORS AND ASSIGNS - This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
personal representatives and, to the extent permitted by subsection
(d), successors and assigns.
(d) ASSIGNABILITY - Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable (including by operation of law) by either party without the
prior written consent of the other party to this Agreement, except
that the Company may, without the consent of the Employee, assign its
rights and obligations under this Agreement to any corporation, firm
or other business entity with or into which the Company may merge or
consolidate, or to which the Company may sell or transfer all or
substantially all of its assets, or of which 50% or more of the equity
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investment and of the voting control is owned, directly or indirectly,
by, or is under common ownership with, the Company. Provided such
assignee explicitly assumes such responsibilities, after any such
assignment by the Company, the Company shall be discharged from all
further liability hereunder and such assignee shall thereafter be
deemed to be the Company for the purposes of all provisions of this
Agreement including this Section 10.
(e) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION - No provision of this
Agreement may be modified, amended, waived or terminated except by an
instrument in writing signed by the parties to this Agreement. No
course of dealing between the parties will modify, amend, waive or
terminate any provision of this Agreement or any rights or obligations
of any party under or by reason of this Agreement. No delay on the
part of the Company or Employee in exercising any right hereunder
shall operate as a waiver of such right. No waiver, express or
implied, by the Company of any right or any breach by the Employee
shall constitute a waiver of any other right or breach by the
Employee.
(f) NOTICES - All notices, consents, requests, instructions, approvals or
other communications provided for herein shall be in writing and
delivered by personal delivery, overnight courier, mail, electronic
facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when
received.
If to the Company:
Xxxxxx Xxxxxx
Facsimile: 000-000-0000
Attn: Chairman
#000 - 00 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
If to the Employee:
Xxx Xxxxx, Xx.
00 Xxxxxxx Xxxx - #000
Xxxxxxxxxx, XX 00000
Any party may change the address set forth above by notice to the
other party given as provided herein.
(g) HEADINGS - The headings and any table of contents contained in this
Agreement are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.
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(h) GOVERNING LAW - ALL MATTERS RELATING TO THE INTERPRETATION,
CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CONNECTICUT, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF.
(i) VENUE; FEES AND EXPENSES - Any action at law, suit in equity or
judicial proceeding arising directly, indirectly, or otherwise in
connection with, out of, related to or from this Agreement, or any
provision hereof, shall be litigated only in the state courts located
in the State of Connecticut, County of Fairfield or the federal courts
in the district which covers such county. The Employee and the Company
consent to the jurisdiction of such courts. The prevailing party shall
be entitled to recover its reasonable attorneys' fees and costs in any
such action.
(j) WAIVER OF RIGHT TO JURY TRIAL - Each party hereto hereby waives,
except to the extent otherwise required by applicable law, the right
to trial by jury in any legal action or proceeding between the parties
hereto arising out of or in connection with this Agreement.
(k) THIRD-PARTY BENEFIT - Nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights, remedies,
obligations or liabilities of any nature whatsoever.
(l) WITHHOLDING TAXES - The Company may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as shall
be required pursuant to any law or governmental regulation or ruling.
THE PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT
THIS AGREEMENT AND ANY EXHIBITS HERETO ARE THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL
PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
ACCEPTED AND AGREED:
XXXXXXXX TECHNOLOGY, INC. Xxx Xxxxx, Xx.
By: Xxxxxx Xxxxxx
Chairman
--------------------------------- -------------------------------
Date: Date:
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