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EXHIBIT 10.25
EMPLOYMENT AGREEMENT
AGREEMENT made as of June 30, 1997 by and between Elek-Tek, Inc., a
Delaware corporation ("Employer"), and Xxxxxxx Xxxxxxxxx ("Executive").
WHEREAS, Executive has been employed as the President and Chief Operating
Officer of Employer since March 1, 1996 and as Chief Executive Officer since
April 19, 1996, pursuant to that certain employment agreement dated March 1,
1996;
WHEREAS, Employer and Executive desire to make certain modifications to
the compensation and other terms and conditions of Executive's employment by
Employer.
NOW, THEREFORE, the parties agree as follows:
1. EMPLOYMENT. Employer hereby continues to employ Executive and
Executive hereby accepts continued employment with Employer for the term of the
Agreement set forth in Section 2 below, in the position and with the duties and
responsibilities set forth in Sections 4 and 5 below, and upon the other terms
and conditions hereinafter stated.
2. TERM. This Agreement is for the four-year period ("Term") commencing
on March 1, 1996 (the "Commencement Date") and terminating on the fourth
anniversary of the Commencement Date or upon Executive's earlier death,
Disability (as defined below) or termination pursuant to Section 13. The Term
shall be automatically extended for successive one-year periods, unless at
least one hundred eighty (180) days prior to the end of the initial Term or any
successive Term (i) Employer, by written notice to Executive, elects not to
have the Term automatically extended, or (ii) Executive, by written notice to
Employer, elects not to have the Term automatically extended.
3. DEFINITIONS.
(a) Cause. "Cause" shall mean any one or more of the following:
i. engaging in a dishonest act, breach of fiduciary
duty, misappropriation or fraud against Employer or any
Subsidiary of Employer, or making any willful
misrepresentation to any holder of securities of Employer or
any member of the Board of Directors of Employer, or any other
misconduct which is materially injurious to Employer or any
Subsidiary of Employer;
ii. any material breach by Executive of the terms of
his employment, which is not remedied with five (5) days of
notice of such breach; or
iii. any indictment or similar charge against Executive by a
governmental
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office alleging the commission of a felony; or a guilty plea
or no-contest plea to a felony.
Notwithstanding the foregoing, Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to
Executive a copy of a resolution adopted by the affirmative vote of not
less than a majority of the members of the Employer's Board who are not
employees of the Employer (after reasonable notice to Executive and an
opportunity for Executive, together with Executive's counsel, to be heard
before the Board), finding that in their opinion the Employer had Cause
to terminate Executive.
(b) Change in Control. A "Change in Control" shall be deemed to
have occurred on the first to occur (the "Effective Date") of any of
the following:
i. an "acquisition" (other than directly from the Employer) of
any voting securities of the Employer (the "Voting
Securities") (a) by any "Person" or "Group" (as such terms are
used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act")), that
has direct or indirect "Beneficial Ownership" (within the
meaning of Rule 13d-3 promulgated under the 0000 Xxx) of
thirty percent (30%) or more of the combined voting power of
the Employer's then outstanding Voting Securities immediately
prior to such acquisition, or (b) by any Person or Group that,
immediately after such acquisition, has direct or indirect
Beneficial Ownership of thirty percent (30%) or more of the
combined voting power of the Employer's then outstanding
Voting Securities;
ii. the individuals who, immediately prior to the
Effective Date, are members of the Board (the "Incumbent
Board"), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the
election, or nomination for election by the Employer's
shareholders, of any new director was approved by a vote of at
least two-thirds of the Incumbent Board, such new director
shall, for purposes of this Agreement, be considered as a
member of the Incumbent Board; provided, further, however,
that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as
a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the 0000 Xxx)
or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
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iii. approval by shareholders of the Employer of:
(A) a merger, consolidation or reorganization involving the
Employer, unless
(1) the shareholders of the Employer immediately
before such merger, consolidation or
reorganization, own or will own, directly or
indirectly, immediately following such merger,
consolidation or reorganization, at least
fifty-one percent (51%) of the combined voting
power of the outstanding Voting Securities of the
corporation resulting from such merger or
consolidation or reorganization (the "Surviving
Corporation") in substantially the same proportion
as their ownership of the Voting Securities
immediately before such merger, consolidation or
reorganization;
(2) the individuals who were members of the Incumbent
Board immediately prior to the execution of the
agreement providing for such merger, consolidation
or reorganization constitute at least two-thirds
of the members of the Board of Directors of the
Surviving Corporation; and
(3) no Person (other than the Employer, any
Subsidiary, any employee benefit plan maintained
by the Employer, the Surviving Corporation or
any Subsidiary (or any trust forming a part
thereof), or any Person who, immediately prior to
such merger, consolidation or reorganization
had Beneficial Ownership of fifteen percent (15%)
or more of the combined voting power of the
Employer's then outstanding Voting Securities) has
direct or indirect Beneficial Ownership of fifteen
percent (15%) or more of the combined voting power
of the Surviving Corporation's then outstanding
Voting Securities.
(B) a complete liquidation or dissolution of the Employer;
or
(C) an agreement for the sale or other disposition of all or
substantially all of the assets of the Employer to any
Person (other than a transfer to a Subsidiary).
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(c) Date of Termination. "Date of Termination" shall mean in the
case of Executive's death, the date of death, in the case of Good
Reason, the last day of Executive's employment, in the case of
Disability, thirty (30) days after Notice of Termination is given
(provided Executive shall not have returned to the full-time
performance of his duties during such thirty (30) day period), and
in all other cases, the date specified in the Notice of Termination.
(d) Disability. "Disability" shall occur if as a result of
Executive's incapacity due to physical or mental illness, Executive
shall have been absent from the full-time performance of his duties
with the Employer for three (3) consecutive months.
(e) Good Reason. "Good Reason" shall mean any one or more of the
following (without Executive's express written consent):
(i) a relocation of Executive's principal place of
employment outside the Chicago metropolitan area, other than
for reasonably required travel on the business of the Employer
or a Subsidiary of the Employer;
(ii) a reduction in Executive's base compensation;
(iii) a change in Executive's status, title, position
or responsibilities (including reporting responsibilities)
which represents an adverse change from Executive's prior
status, title, position or responsibilities; or
(iv) the purported termination of Executive for Cause
which does not comply with the terms of subsection (a) hereof.
(f) Notice of Termination. Any termination by the Employer shall
be communicated by a Notice of Termination. A "Notice of
Termination" shall mean a written notice which, if termination is
for Cause or Disability, shall indicate those specific termination
provisions in this Agreement relied upon and set forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so
indicated. No purported termination by the Employer following a
Change in Control shall be effective without such Notice of
Termination.
(g) Retirement. For purposes of this Agreement, "Retirement"
shall mean termination of Executive's employment after Executive has
attained age 65.
(h) Subsidiary. For purposes of this Agreement, "Subsidiary"
shall mean any corporation, partnership, limited liability company,
joint venture or other entity in which another corporation,
partnership, limited liability company, joint venture or other
entity (i) owns, or at any relevant time owned, directly or
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indirectly, 50% or more of the outstanding voting securities or
equity interests or (ii) is a general partner.
4. POSITION. Executive shall serve as President, Chief Executive
Officer and Chief Operating Officer of Employer.
5. DUTIES AND RESPONSIBILITIES.
(a) Employer hereby engages Executive as a full-time executive
employee and Executive accepts such employment, on the terms and
subject to the conditions set forth in this Agreement. During the
Term, Executive shall devote all of his business time and best
efforts to, and shall perform faithfully, loyally and efficiently,
his duties as President of Employer and shall exercise such powers
and fulfill such responsibilities as may be duly assigned to or
vested in him by the Chairman of the Board or the Board of Directors
of Employer (the "Board of Directors") consistent with the
responsibilities of the President.
(b) During the Term, Executive will not engage in other
employment or consulting work or any trade or business for his own
account or on behalf of any other person, firm or corporation.
Notwithstanding the foregoing, Executive may (i) serve on such
corporate, civic, industry or charitable boards or committees as are
approved by the Board of Directors and (ii) manage his own and his
immediate family's personal investments, provided that the
activities permitted by clauses (i) and (ii) above shall not,
individually or in the aggregate, interfere in any material respect
with the performance of Executive's responsibilities hereunder.
6. SALARY/BONUS. For all services rendered by Executive under this
Agreement, Employer shall pay to Executive an aggregate annual base salary of
$260,000, payable in accordance with Employer's regular payroll procedures.
Employer shall review possible increases in Executive's salary at least
annually, with any such increases subject to the determination of the Board of
Directors.
Beginning January 1, 1999, Executive will be eligible for an annual
performance bonus. Such annual bonuses shall be payable based on goals to be
mutually determined by the Board of Directors and the Executive, which goals
shall be based on net earnings, provided, if such goals are achieved with
respect to any fiscal year of Employer commencing after December 31, 1998,
Executive shall be entitled to receive a performance bonus in an amount equal
to not less than twenty (20) percent of Executive's base salary as of the last
day of said fiscal year. In the event the Employer and the Executive are not
able to agree on the goals to be used to determine if Executive is entitled to
a performance bonus for any fiscal year, then the goals for this purpose shall
automatically be deemed to be the Employer's budgeted net earnings for the
fiscal year, as established by the Executive and approved by the Board of
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Directors. In the event Executive's employment is terminated by Employer
before the end of a fiscal year, then unless such termination is for Cause,
Executive shall be entitled to receive a pro rata portion of his performance
bonus, if any, based on the number of months, including portions thereof,
during which Executive was employed during said fiscal year, based on net
earnings of the Employer for said fiscal year as reflected in Employer's
audited financial statements for said fiscal year.
7. INCENTIVE STOCK OPTIONS. Executive is entitled to participate
in Employer's 1993 Incentive Stock Option Plan ("Plan") and on March 11, 1996
was granted thereunder stock options (the "Options") to acquire 126,000 shares
of Common Stock, par value $.01 per share ("Common Stock"), of Employer.
8. EMPLOYEE BENEFITS. Employer shall provide or cause to be
provided to Executive and to Executive's dependents, at Employer's expense, all
medical and dental benefits provided to other executives of Employer. During
any waiting period for insurance eligibility, COBRA insurance costs for
Executive and Executive's dependents will be paid by Employer.
9. VEHICLE ALLOWANCE. Employer will provide to Executive a monthly
automobile allowance or an automobile consistent with Employer's existing
practices with other executives of Employer. Employer will pay or reimburse
Executive's reasonable maintenance and insurance expenses for such vehicle.
10. VACATION. Executive shall be entitled to two weeks vacation
during each consecutive twelve month period of employment beginning on the
Commencement Date and each anniversary thereof. In the event that the full
vacation is not taken by Executive during any such period, no vacation time
shall accrue for use in future periods, except as approved by the Board of
Directors.
11. INDEMNIFICATION. Employer shall indemnify Executive pursuant
to an indemnification agreement in the form used by Employer for its other
officers and directors. In addition, Executive shall be covered by Employer's
Directors and Officers liability insurance policy.
12. BUSINESS EXPENSES. Executive will be reimbursed for all
reasonable ordinary and necessary business expenses incurred by him in
connection with his employment (to be supported by receipts and other
documentation as required by the Internal Revenue Code and in conformance with
Employer's normal procedures).
13. TERMINATION.
(a) General. Subject to the provisions of Sections 14 and 15,
Employer or Executive may terminate the employment of Executive
at any time with or
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without Cause.
(b) Disability. If, as a result of Executive's incapacity due to
Disability and within thirty (30) days after Notice of Termination
is given by Employer, Executive shall not have returned to the
full-time performance of his duties, for purposes of this Agreement
Executive's employment may be terminated by Employer for Disability.
14. PAYMENTS DURING DISABILITY OR UPON DEATH OR TERMINATION. Executive
or his estate shall be entitled to the following during a period of Disability,
upon death or, unless termination occurs during the twelve (12) month period
following a Change in Control, upon termination of Executive's employment by
Executive or Employer, as the case may be:
(a) During any period that Executive fails to perform his
full-time duties with Employer as a result of incapacity due to
physical or mental illness, Executive shall continue to receive his
base salary at the rate in effect at the commencement of any such
period minus any disability benefits received by him under any
insurance or disability plan of the Employer. Thereafter, if
terminated for Disability, Executive shall be entitled to receive
the severance compensation provided for in Subsections 14(c)(ii),
(iii) and (iv), as applicable.
(b) If Executive's employment is terminated by Executive or by
Employer for Cause, Employer shall pay Executive his full base
salary through the Date of Termination at the rate in effect at the
time notice of termination is given, plus all other amounts or
benefits to which Executive is entitled through such date under any
plan, arrangement or practice in effect at the time of such
termination, minus any amounts owed by Executive to Employer. If
Executive's employment is terminated by Employer for Cause, all
outstanding stock options granted to Executive shall immediately
terminate, and Employer shall have no further obligations to
Executive under this Agreement (other than COBRA and accrued and
unpaid vacation).
(c) If Executive's employment by Employer shall be terminated by
reason of Executive's death or by Employer other than for Cause or
Retirement, then Executive shall be entitled to the following:
(i) Employer shall pay to Executive any unpaid base
salary through the Date of Termination at the rate in effect
at the time Notice of Termination is given, no later than the
fifth day following the Date of Termination;
(ii) if such termination occurs during the initial
Term hereof, Employer shall pay to Executive severance
compensation equal to Executive's annual
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base salary in effect at the Date of Termination, which
compensation shall be payable monthly in twelve equal
installments, subject to tax withholding, beginning no later
than the first payroll date of the month following such
termination;
(iii) if such termination occurs during any successive
Term hereof, Employer shall pay to Executive severance
compensation equal to one-half Executive's annual base salary
in effect at the Date of Termination, which compensation shall
be payable monthly in six equal installments, subject to tax
withholding, beginning no later than the first payroll date of
the month following such termination;
(iv) Executive shall be entitled to any other
compensation and benefits granted under this Agreement,
including but not limited to those listed in Sections 8 and 9
hereof, for a period of one year from the Date of Termination.
Such benefits shall be determined in accordance with the
Employer's employee benefit plans and other applicable
programs, policies and practices then in effect as though
Executive was still then in the employ of the Employer. The
provisions of this Agreement, and any payment provided for
hereunder, shall not reduce any amounts otherwise payable, or
in any way diminish Executive's existing rights, or rights
which accrue solely as a result of the passage of time, under
any benefit plan, stock option plan, employment agreement or
other contract, plan or arrangement.
15. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL.
(a) If, upon the first Change in Control of the Employer
following the execution of this Agreement, (i) during the twelve
month period thereafter, the Employer shall terminate Executive's
employment other than for Cause, Disability, Retirement or on
account of Executive's death; or (ii) during the first six month
period thereafter, Executive shall terminate employment for Good
Reason; or (iii) during the second six month period thereafter, the
Executive shall terminate employment for any reason, then:
(x) the Employer shall pay to Executive severance compensation
equal to Executive's annual base salary in effect immediately
prior to the Change in Control, which compensation shall be
payable in one lump sum amount, subject to tax withholding, on
or before the fifteenth day following the Date of Termination;
provided, however, that the Employer shall have no obligation
to make any payments under this Agreement to Executive unless
and until it shall receive from Executive a full and complete
release of any and all liabilities, except for those
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provided under this Agreement, in a form acceptable to the
Employer;
(y) all stock options held by Executive, without any
further action, shall be automatically exercisable in full,
notwithstanding any provisions to the contrary in Section 1 of
the Elek-Tek, Inc. 1993 Incentive Stock Option Plan Incentive
Stock Option Agreement dated March 11, 1996 between the
Employer and Executive, which are hereby amended to permit
such exercise; and
(z) Executive shall be entitled to any other
compensation and benefits granted under this Agreement,
including but not limited to those listed in Sections 8 and 9
hereof, for a period of one year from the Date of Termination.
Such benefits shall be determined in accordance with the
Employer's employee benefit plans and other applicable
programs, policies and practices then in effect as though
Executive was still then in the employ of the Employer. The
provisions of this Agreement, and any payment provided for
hereunder, shall not reduce any amounts otherwise payable, or
in any way diminish Executive's existing rights, or rights
which accrue solely as a result of the passage of time, under
any benefit plan, stock option plan, employment agreement or
other contract, plan or arrangement.
(b) If Executive terminates his employment other than for Good
Reason during the first six month period following a Change in
Control, Employer shall pay Executive his full base salary through
the Date of Termination at the rate in effect at the time notice of
termination is given, plus all other amounts or benefits to which
Executive is entitled through such date under any plan, arrangement
or practice in effect at the time of such termination, minus any
amounts owed by Executive to Employer.
(c) If Executive's employment is terminated by Employer for Cause
during the twelve (12) month period following a Change in Control,
Employer shall pay Executive his full base salary through the Date
of Termination at the rate in effect at the time notice of
termination is given, plus all other amounts or benefits to which
Executive is entitled through such date under any plan, arrangement
or practice in effect at the time of such termination, minus any
amounts owed by Executive to Employer. Additionally, all
outstanding stock options granted to Executive shall immediately
terminate, and Employer shall have no further obligations to
Executive under this Agreement (other than COBRA and accrued and
unpaid vacation).
(d) Notwithstanding anything contained in this Agreement to the
contrary, if Executive's employment is terminated prior to a Change
in Control and
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Executive reasonably demonstrates that such termination (i) was at
the request of a third party who had indicated an intention or
taken steps reasonably calculated to effect a Change in Control and
who effectuates a Change in Control or (ii) otherwise occurred in
connection with, or in anticipation of, a Change in Control which
actually occurs, then for all purposes of this Agreement, the date
of a Change in Control with respect to Executive shall mean the
date immediately prior to the date of such termination of
Executive's employment.
16. CONFIDENTIALITY AND NON-SOLICITATION COVENANTS. Executive covenants
and agrees that during the Term he shall not directly or indirectly be
financially interested in, or represent or render any advice or services to,
any other business which is competitive with that of Employer or any of its
affiliates; provided, however, that the foregoing restriction shall not
preclude Executive from the ownership of not over one percent (1%) of the
voting securities of any corporation whose securities are registered under
Section 12(b) or (g) of the Securities Exchange Act of 1934 even if its
business competes with that of Employer or any of its affiliates. Except as
provided in the next two sentences, Executive covenants and agrees that all
information, knowledge or data of or pertaining to Employer or any of its
affiliates, or pertaining to any other person, firm, corporation or business
organization with which they or any of them may do business during the Term and
which is not generally known in the relevant trade or industry (and whether
relating to methods, merchandising, purchasing processes, techniques,
discoveries, pricing, sales practices, marketing or any other proprietary
matters) ("Employer Information") shall be kept secret and confidential at all
times during and after the end of the Term and shall not be used or divulged by
him outside the scope of his employment as contemplated by this Agreement,
except as Employer may otherwise expressly authorize by Board action. In the
event that Executive is requested in a judicial, administrative or governmental
proceeding to disclose any Employer Information, Executive will promptly so
notify Employer so that Employer may seek a protective order at Employer's
expense or other appropriate remedy and/or waive compliance with this
Agreement. If such protective order or other remedy is not obtained or
Employer waive compliance with this Agreement and disclosure of any of Employer
Information is required, Executive may furnish the material so required to be
furnished, but Executive will furnish only that portion of Employer Information
which is legally required and will exercise his best efforts to obtain a
protective order or other reliable assurance that confidential treatment will
be accorded Employer Information furnished.
Executive agrees and acknowledges that (a) the services of Executive
pursuant to this Agreement are unique and extraordinary, and (b) Employer and
its affiliates will be dependent upon Executive for the development and growth
of its business and related functions. Accordingly, Executive covenants and
agrees that for two (2) years after termination of his employment for any
reason, he will not solicit any employee of Employer or any of its affiliates
to leave the employ of Employer or any of its affiliates or aid any competitive
business organization in any attempt to hire any such person who was an
employee of Employer or any of its affiliates within the one (1) year period
preceding Executive's
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termination date.
17. SUCCESSORS AND ASSIGNS. This Agreement is a personal contract, and
the rights and interests of Executive hereunder and under the awards and plans
referred to herein may not be sold, transferred, assigned, pledged, encumbered,
or hypothecated by him, except as otherwise expressly permitted by the
provisions of this Agreement or such awards or plans. Except as may be
expressly provided otherwise herein, this Agreement shall be binding upon
Employer and inure to the benefit of Employer and its affiliates, and its
successors and assigns, including (but not limited to) any corporation which
may acquire all or substantially all of Employer' assets or business or into or
with which Employer or an affiliate may be consolidated or merged.
18. JURISDICTION AND GOVERNING LAW. Any controversy or claim arising out
of or relating to this Agreement, or any breach thereof, shall be subject to
resolution in the state or federal courts in Illinois and shall be governed by
the laws of the State of Illinois, without giving effect to principles of
conflicts of laws thereof.
19. ENTIRE AGREEMENT. This Agreement contains all the understandings
between the parties hereto pertaining to the matters referred to herein, and
supersede all undertakings and agreements, whether oral or in writing,
previously entered into by them with respect thereto including the Employment
Agreement dated March 1, 1996 between the parties hereto. No representations
or warranties of any kind or nature relating to Employer or any affiliate or
their respective businesses, assets, liabilities, operations, future plans or
prospects have been made by or on behalf of Employer or any affiliate to
Executive, nor have any representations or warranties of any kind or nature
been made by Executive to Employer or any affiliate.
20. AMENDMENT OR MODIFICATION, WAIVER. No provision of this Agreement may
be amended or waived unless such amendment or waiver is agreed to in writing,
signed by Executive and by a duly authorized officer of Employer. No waiver by
any party hereto of any breach by another party hereto of any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same time,
any prior time or any subsequent time.
21. NOTICES. Any notice to be given hereunder shall be in writing and
delivered personally or by overnight courier or sent by registered or certified
mail, postage prepaid, return receipt requested, addressed to the party
concerned at the address indicated below or to such other address as such party
may subsequently give notice of hereunder in writing:
To: Xxxxxxx Xxxxxxxxx
00 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Marked: Personal and Confidential
With a copy to:
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Xxxxxx, Xxxxxx and Xxxxxxx
Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
To: Elek-Tek, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Chairman of the Board of Directors
With a copy to:
Lord, Bissell & Brook
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Any notice delivered personally or by overnight courier under this Section
shall be deemed given on the date delivered and any notice sent by registered
or certified mail, postage prepaid, return receipt requested, shall be deemed
given on the date mailed.
22. SEVERABILITY. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this agreement or the application
of such provision to such person or circumstances other than those to which it
is so determined to be invalid and unenforceable, shall not be affected
thereby, and each provision hereof shall be validated and shall be enforced to
the fullest extent permitted by law.
23. SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
24. HEADINGS. All descriptive headings of sections and paragraphs
in this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.
25. WITHHOLDING TAXES. All payments to Executive under this
Agreement shall be reduced by any applicable federal, state or city withholding
taxes.
This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall be one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ELEK-TEK, INC.
By:
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Title:
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XXXXXXX XXXXXXXXX
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