EXHIBIT 10.1
PERSONAL SERVICES AGREEMENT
This Personal Services Agreement is entered into this 20th day of April, 2005
(the "Effective Date"), by and between Integrated Biopharma, Inc., a Delaware
corporation (the "Company") having its principal place of business at 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, and Xxxxxxx X. Xxxxx ("Executive").
WHEREAS, the Company desires to employ Executive pursuant to the terms and
conditions and for the consideration set forth in this Agreement and Executive
desires to enter the employ of the Company pursuant to such terms and conditions
and for such consideration;
WHEREAS, the provisions of this Agreement are a condition of Executive being
employed by Company, of Executive's having access to confidential business and
technological information and of Executive's being eligible to receive certain
benefits of the Company. This Agreement is entered into, and is reasonably
necessary, to protect confidential information and customer relationships to
which Executive may have access, and to protect the goodwill and other business
interests of the Company; and
WHEREAS, the provisions of this Agreement are also a condition to Executive's
agreement to provide personal services to the Company.
NOW THEREFORE, in consideration of the mutual promises and covenants agreed to
herein, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive agree as follows:
1. Position, Term, Duties, Responsibilities.
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(a) Position. Executive shall be employed by the Company in the
capacity of Senior Vice President and Chief Financial Officer to act in
accordance with the terms and conditions hereinafter set forth.
(b) Duties. The Executive shall, during the term of his
employment hereunder, devote his full normal working time, energies and
attention to the duties of his employment, as they may be established
from time to time by the Board of Directors of the Company (the
"Board") and the Chief Executive Officer of the Company consistent with
the position and office occupied by Executive.
(c) Term. This Agreement shall be for a term beginning on the
Effective Date and terminating the earlier of (i) second anniversary of
the Effective Date, or (ii) the date on which Executive's employment is
terminated pursuant to Section 3 of this Agreement (the "Initial
Term"); provided that, unless earlier terminated pursuant to Section 3
of this Agreement, the Initial Term shall be automatically extended for
additional one-year terms (each, a "Renewal Term") upon the expiration
of the Initial Term or any such Renewal Term unless the Company or the
Executive delivers to the other at least ninety (90) days prior to the
expiration of the Initial Term or the then current Renewal Term, as the
case may be, a written notice specifying that the term of the
Executive's employment will not be renewed at the end of the Initial
Term or such Renewal Term, as the case may be. The Initial Term or, in
the event that the Executive's employment hereunder is earlier
terminated pursuant to Section 3 or renewed as provided in this Section
1(c), such shorter or longer period, as the case may be, is hereinafter
called the "Term."
(d) Other Activities. During Executive's employment with the
Company, Executive shall devote his entire business time, attention and
energies to the performance of his duties and functions under this
Agreement; provided, however that nothing in this Agreement shall
prevent Executive from: (i) serving as a director of another entity
upon prior written approval of the Board, which shall not be
unreasonably withheld, provided that Executive shall not so serve for
more than one other entity at a time; (ii) managing his personal
investments and affairs and the personal investments and affairs of any
of his family members; (iii) acquiring any interest in any entity,
whether or not part of a control group, that is directly or indirectly
owned or controlled, in whole or in part, by Executive and/or one or
more members of his family, or a partnership, trust or other entity
held by or for the benefit of Executive and/or one or more members of
his family, and/or (iv) performing any services for any entity that is
directly or indirectly owned or controlled, in whole or in part, by
Executive and/or one or more members of his family, or a partnership,
trust or other entity held by or for the benefit of Executive and/or
one or more members of his family; provided, however, that any service
shall be insubstantial and shall not include any active involvement in
the management of such entity.
2. Compensation, Bonuses and Benefits.
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(a) Base Salary. During Executive's employment with the
Company, the Company shall pay Executive a base annual salary, (the
"Base Salary") which at the time of the execution of this Agreement is
Two Hundred Ten Thousand Dollars ($210,000). The Base Salary shall be
payable in accordance with the Company's normal payroll schedule, less
all applicable tax withholdings for state and federal income taxes,
FICA and other deductions as required by law and/or authorized by the
Executive. The Executive's Base Salary shall be reviewed by the Board
no less frequently than annually to determine whether or not the same
should be increased in light of the duties and responsibilities of the
Executive and the performance thereof, and, if it is determined by the
Board in its sole discretion that an increase is merited, such increase
shall be promptly put into effect and the base salary of the Executive
as so increased shall constitute the base salary of the Executive for
purposes of this Agreement from and after such date.
(b) Incentive Compensation Program. During Executive's
employment with the Company, the Company shall pay Executive an annual
bonus in the amount of one percent (1%) of the Company's earnings
excluding interest expense, federal and state income tax expense and
benefit, minority interest income or expenses of the consolidated
subsidiary(ies) and any deemed or actual dividends or payments
distributed (or deemed to have been distributed) to any preferred stock
holders or holders of convertible debt securities (determined excluding
bonuses to employees paid by the Company), ("EBIT") as determined based
upon the Company's year-end audited financial statements (the "Annual
Bonus"). The Annual Bonus for any one year will not exceed an amount
equal to seventy-five percent (75%) of Executive's Base Salary. The
Annual Bonus shall be payable to Executive within fifteen (15) days
following the completion of the year-end audit.
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(c) Stock Options. At the Effective Date, the Company shall
grant Executive stock options, which to the extent allowable by
applicable law shall be Incentive Stock Options, as defined in the
Internal Revenue Code of 1986, as amended, to purchase 125,000 shares
of the Company's $.002 par value common stock with an exercise price
equal to the closing price of the common stock as reported by the
American Stock Exchange on the Effective Date, or if such date is not a
date on which such stock is traded, the last day such stock was traded,
per share (the "Stock Options"). Subject to the provisions of Section 3
of this Agreement, Executive's Stock Options shall vest on the first
anniversary of the Effective Date, provided the Executive remains
employed by the Company. The grant of the Stock Options is conditioned
upon Executive's execution of the Company's stock option agreement (the
"Stock Option Agreement") and is subject to its terms and the terms of
the Company's 2001 Stock Incentive Plan.
(d) Benefits. Executive shall also be entitled to participate
in such employee benefit plans, other than the Company's bonus plans
and other incentive compensation plans, that the Company provides or
may establish from time to time for the benefit of senior officers of
the Company, subject to the terms of each such plan and subject to the
right of the Company and the Board to modify, revise or eliminate such
benefit plans from time to time in their sole discretion. Executive
shall pay for the portion of the cost of such benefits as is from
time-to-time established by Company as the portion of such cost to be
paid by senior officers of Company.
(e) Automobile Allowance. The Company shall pay Executive an
automobile allowance of $1,000 per month, payable with the first
monthly payment of Base Salary.
(f) Costs and Expenses. Executive shall be entitled to
reimbursement for all ordinary reasonable out-of-pocket business
expenses which are reasonably incurred by him in the furtherance of the
Company's business, in accordance with the policies adopted from time
to time by the Company or the Board. Executive will comply with the
Company's written travel policies as established from time to time by
the Company or the Board.
(g) Vacation. During the Term, Executive shall be entitled to
three weeks of paid vacation per year so long as the absence of
Executive does not interfere in any material respect with the
performance by Executive of Executive's duties hereunder. Executive
will use his best efforts to schedule vacation periods to minimize
disruption of the Company's business.
3. Termination.
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(a) Mutual Agreement. Executive's employment under this
Agreement may be terminated at any time by the mutual agreement of the
Company and Executive, expressed in writing.
(b) Voluntary. Executive's employment under this Agreement may
be terminated by Executive with or without the consent of the Company
by giving written notice of his intent to terminate with the effective
date of termination at least forty-five
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(45) days after the effective date of the notice of termination. After
such notice the Company may accelerate the date such termination will
take effect pursuant to this paragraph (b) without being in breach
hereof.
(c) Without Cause. The Company may terminate Executive's
employment under this Agreement at any time without Cause effective
immediately upon delivery of written notice to Executive.
(d) Disability or Death. The Company may terminate Executive's
employment under this Agreement upon the death or disability of
Executive. For purposes of this Agreement, Executive shall be
considered disabled if he is unable to perform his duties under this
Agreement as a result of injury, illness or other disability for a
period of ninety (90) consecutive days, or one hundred eighty (180)
days in any three hundred sixty-five (365) day period, and the Board
reasonably determines that Executive has been unable to perform his
duties for the ninety (90) or the one hundred eighty (180) day period,
as applicable, as a result of injury, illness or other disability.
(e) For Cause by the Company. The Company may terminate
Executive's employment under this Agreement for "Cause", as defined
below, effective immediately upon delivery of written notice to
Executive. "Cause" shall mean:
(i) Willful misfeasance or nonfeasance of duty by
Executive intended to injure or having the effect of injuring in
some material fashion the reputation or business of the Company;
(ii) Conviction of Executive with respect to a felony or
any crime involving moral turpitude, in either case which could
reflect in some material fashion unfavorably upon the Company;
(iii) Willful or prolonged absence from work by Executive
(other than by reason of disability due to physical or mental
illness) without the same being corrected upon ten (10) days
written notice; or
(iv) If Executive materially violates any term of this
Agreement and such action or failure is not substantially
remedied within thirty (30) days of written notice from the
Company to Executive.
(f) Termination After Change of Control. Executive may
terminate his employment within ninety (90) days after a Change of
Control upon two weeks prior written notice to the Company.
(i) "Change of Control" shall mean the occurrence of one
or more of the following:
(1) any person (as defined in Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934), other
than a person who is an existing stockholder of the
Company, directly or indirectly, becomes the
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"beneficial owner" (as defined in Rule 13d-3 promulgated
pursuant to such Securities Exchange Act) of 50% or more of
the Voting Stock;
(2) a complete liquidation or dissolution of the
Company other than a liquidation or dissolution occurring
after any of the following transactions: the merger or
consolidation of the Company with an Affiliate, the
transfer of 50% or more of the Voting Stock of the Company
to an Affiliate or Affiliates or the sale or other transfer
of all or substantially all of the assets of the Company to
an Affiliate or Affiliates;
(3) the sale of all or substantially all of the
Company's assets to a single purchaser or group of
affiliate purchasers, other than any Affiliate or
Affiliates, in one or a series of related transactions; or
(4) the Company engages in a merger or
consolidation with another entity other than an affiliate
of the Company and immediately after that merger or
consolidation, the persons or entities which were
stockholders of the Company immediately prior to that
merger or consolidation hold, directly or indirectly, less
than 50% of the Voting Stock of the surviving entity.
(ii) "Affiliate" shall mean any corporation, partnership,
trust or other entity of which the Company and/or any of its
Affiliates directly or indirectly owns a majority of the
outstanding shares of any class of equity security of such
corporation, partnership, trust or other entity and any
corporation, partnership, trust or other entity which directly or
indirectly owns a majority of the outstanding shares of any class
of equity security of the Company or any of its Affiliates.
(iii) "Voting Stock" shall mean, with respect to a
corporation, the capital stock of any class or classes of that
corporation having general voting power under ordinary
circumstances, in the absence of contingencies, to elect
directors of such corporation and, with respect to any other
entity, the securities of that entity having such general voting
power to elect the members of the managing body of that entity.
(g) For Good Reason by the Executive. Executive may terminate
his employment under this Agreement for "Good Reason." For purposes of
this Agreement, "Good Reason" shall mean any action on the part of the
Company not consented to by the Executive in writing (which action
shall not have been cured within 20 days following written notice from
the Executive to the Board of Directors of the Company specifying that
such action will give rise to a termination of the Executive's
employment hereunder for Good Reason) having the following effect or
effects: (i) a material reduction or degradation of Executive's
reporting relationship, job duties, title, responsibilities or
requirements that is inconsistent with the position or positions listed
in Section 1(a) and the Executive's prior reporting relationship,
duties, responsibilities or requirements; (ii) a reduction in
Executive's salary then in effect, other than a reduction comparable to
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reductions generally applicable to similarly situated employees of the
Company; (iii) the relocation of Executive to a facility or location
more than 50 miles from Boulder, Colorado; or (iv) a material breach of
this Agreement by the Company.
4. Payments at Termination.
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(a) Without Cause; For Good Reason; Change of Control. Upon
termination of Executive's employment under this Agreement (i) by the
Company under Section 3(c) titled "Without Cause," (ii) by Executive
under Section 3(g) titled "For Good Reason by the Executive," or (iii)
by Executive under Section 3(f) titled "Termination After Change of
Control," Executive shall receive monthly payments equal to his Base
Salary prior to termination ("Applicable Base Salary") for a period of
twelve (12) months following such termination, provided that in no
event will the Executive receive such monthly payments extending beyond
the later of the end of the Initial Term or the then-current Renewal
Term, as applicable. In any case Executive shall receive all accrued
compensation and unreimbursed expenses to the date of expiration or
termination as provided herein, and the Company shall continue to pay
all benefits payable under Section 2(d) for such twelve-month period.
The monthly payments provided for in this Section 4(a) shall be paid in
accordance with the Company's normal payroll schedule, less applicable
tax withholdings for state and federal taxes and other deductions
required by law and shall not be reduced by compensation the Executive
may receive from other sources.
(b) Death or Disability. If the Company terminates Executive's
employment under this Agreement due to death or disability, under
Section 3(d) titled "Disability or Death," Executive or his estate
shall not be entitled to any further payments except (i) unreimbursed
expenses to the date of termination as provided herein, (ii) any
accrued but unpaid compensation and benefits through the date of
termination pursuant to Section 4(d), and (iii) in the case of
disability, the disability payments provided for by the Company's
disability insurance policy.
(c) Mutual, Voluntary or For Cause. If Executive terminates his
employment under this Agreement without cause under Section 3(b),
titled "Voluntary", or if this Agreement is terminated under Section
3(a), titled "Mutual Agreement," or if this Agreement is terminated by
the Company under Section 3(e) titled "For Cause by the Company,"
Executive shall not be entitled to any further payments except
unreimbursed expenses to the date of termination as provided herein and
any accrued compensation and benefits through the date of termination
as provided in Section 4(d).
(d) Payments Upon Termination. In each of the foregoing cases,
termination is the date of actual termination, not the date notice of
termination is given. Other than payments owing under a provision
providing for payments at a different time, all payments for accrued
unpaid monthly compensation shall be made within ten (10) days after
the end of the month following the month in which termination occurred
and all payments for reimbursement shall be made within forty-five (45)
days after the end of the month following the month in which
termination occurred. In the event Executive's employment is terminated
upon expiration of the Term as provided in Section 1(c), the
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Company shall have no obligation to pay Executive or provide Executive
with benefits of any kind beyond such date or the date specified in the
notice of termination.
(e) Vesting of Stock Options upon Certain Terminations. If (i)
the Company terminates Executive's employment under Section 3(c) titled
"Without Cause," or (ii) the Executive terminates employment under
Section 3(g) titled "For Good Reason by the Executive," then the
Company shall cause 100% of Executive's unvested Stock Options to
immediately vest effective on the termination date and the Executive
will have 12 months to exercise the options vested under the provisions
of this Section 4(e). In addition, in the event of a Change in Control,
the Company shall cause 100% of Executive's unvested Stock Options to
immediately vest effective one business day immediately prior to the
effective date of the Change in Control. Company hereby agrees that the
Stock Option Agreement will include language with regard to the vesting
of Executive's unvested Stock Options in accordance with the terms of
this Section 4(e).
(f) Bonus Payment Upon Termination. Unless specified otherwise
in any bonus plan or bonus agreement, if termination occurs during a
bonus period pursuant to (i) Section 3(c) titled "Without Cause," (ii)
Section 3(g) titled "For Good Reason by the Executive" or (iii) Section
3(f) "Termination After Change of Control," Executive shall be entitled
to receive a bonus equal to the amount determined by multiplying (x)
the sum of (A) the Company's EBIT (as defined in Section 2(b)), as
determined based upon the financial statements contained in the
Company's most current Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (such quarterly period, the "Current
Quarter," and such EBIT, the "Current Quarter EBIT") multiplied by the
number of quarters remaining in the then-current year, including the
Current Quarter, plus (B) the EBIT determined based upon the financial
statements contained in the Company's Quarterly Report(s) on Form 10-Q
filed with the Securities and Exchange Commission for all prior
quarterly periods in such fiscal year by (y) the number of calendar
days in the then current bonus period which have elapsed at the date of
termination and dividing such product by (z) 365. Unless specified
otherwise in any such bonus plan or bonus agreement, if Executive is
terminated "For Cause by the Company" (Section 3(e)) or pursuant to
Section 3(d) titled "Disability or Death", or Executive terminates
without Cause (Section 3(c)) or Executive after termination violates a
confidentiality or covenant not to compete agreement with the Company,
its parent (if any) or a direct or indirect Company subsidiary or
affiliate, then the Company shall have no obligation to pay any earned
or unearned bonus or the payments described in the first sentence of
Section 4(a) hereof.
(g) Exclusive Rights Upon Termination. The foregoing rights in
this Section 4 are Executive's exclusive rights to payment from the
Company in the event of termination of this Agreement except for
amounts which the Company is required to pay under applicable statute
or regulation, payments under insurance policies, and payments owing
under other written agreement(s) (if any) between the Company and
Executive.
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5. Termination Obligations of Executive.
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(a) Return of the Company's Property. Executive hereby
acknowledges and agrees that all personal property, including, without
limitation, all books, manuals, records, reports, notes, contracts,
lists, files, disks and other media with Company information,
blueprints, and other documents, or materials, or copies thereof, and
equipment furnished to or prepared by Executive in the course of or
incident to Executive's employment, belong to the Company and shall be
promptly returned to the Company upon termination of Executive's
employment.
6. Non-Competition.
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(a) Executive covenants and agrees with the Company that so
long as he is employed by the Company and for a period of 6 months
after termination of Executive's employment, provided that either (i)
Executive's termination is "Voluntary", as described in Section 3(b);
(ii) Executive is terminated under Section 3(a), titled "Mutual
Agreement;" or (iii) this Agreement is terminated by the Company under
Section 3(e) titled "For Cause by the Company," Executive will not
engage in any business, trade or other enterprise that is a Competitive
Business (as defined herein), extend credit to or assist in arranging
credit to establish or conduct any Competitive Business, or permit his
name, reputation or affiliations to be used in connection with any
Competitive Business. Notwithstanding the provisions of this Section
6(a), Executive shall not be prohibited from: (i) providing investment
management services with respect to its own assets or the assets of the
members of his immediate family; (ii) directly or indirectly purchasing
less than five percent (5%) of any class of publicly traded securities
of any issuer; or (iii) taking any action otherwise prohibited by this
Section 6(a) if consented to, approved or otherwise permitted by the
Board in writing. For purposes of this Agreement, only the companies
identified on Schedule 1, attached hereto, shall be considered a
"Competitive Business."
(b) During the time of Executive's employment and for the
longer of (i) 12 months after termination of Executive's employment for
any reason or (ii) the period during which any payments are made to
Executive or for his benefit following termination of his employment
pursuant to Section 4 of this Agreement, without the express, prior
written consent of the Board, Executive shall not directly or
indirectly engage in any of the following conduct:
(i) request, solicit, induce or attempt to influence any
current or future officer, employee, consultant, agent or
representative of the Company (including its affiliates) to
terminate their employment or business relationship with the
Company (including its affiliates); or
(ii) request, solicit, induce or attempt to influence any
current or prospective client of the Company (including its
affiliates) to withdraw, curtail, limit or cancel its business
with the Company (including its affiliates) or to redirect its
business to an entity that competes with the Company (including
its affiliates). Notwithstanding the foregoing, this restriction
shall not apply to any
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person or entity who is no longer a customer at the time of any
such solicitation by Executive.
7. Confidentiality.
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(a) Confidential Information. Executive acknowledges that he
has had and will have access to certain information related to the
business, operations, future plans and customers of the Company, the
disclosure or use of which could cause the Company substantial losses
and damages. Accordingly, Executive covenants that during the term of
his employment with the Company and thereafter he will keep
confidential all information and documents furnished to him by or on
behalf of the Company and not use the same to his advantage, except to
the extent such information or documents are lawfully obtained from
other sources on a non-confidential (as to the Company) basis or are in
public domain through no fault on his part or is consented to in
writing by the Company.
(b) Innovations, Patents, and Copyrights. Executive agrees to
promptly disclose, in writing, all Innovations to the Company.
Executive further agrees to provide all assistance requested by the
Company, at its expense, in the preservation of its interests in any
Innovations (as hereinafter defined), and hereby assigns and agrees to
assign to the Company all rights, title and interest in and to all
worldwide patents, patent applications, copyrights, trade secrets and
other intellectual property rights or "Moral Rights" in any Innovation.
Furthermore, during the term of this Agreement, the Company may, with
Executive's written permission (such permission not to be unreasonably
withheld), use Executive's name and image as appropriate in the conduct
of its business.
(i) "Innovations" shall mean all developments,
improvements, designs, original works of authorship, formulas,
processes, software programs, databases, and trade secrets,
whether or not patentable, copyrightable or protectable as trade
secrets, that Executive by himself or jointly with others,
creates, modifies, develops, or implements during the period of
Executive's employment which relate in any way to the Company's
business. The term Innovations shall not include Innovations
developed entirely on Executive's own time without using the
Company's equipment, supplies, facilities or Confidential
Information, and which neither relate to the Company's business,
nor result from any work performed by or for the Company.
8. Right to Injunctive Relief. Executive agrees and acknowledges
that a violation of the covenants contained in Sections 5, 6 and 7 of this
Agreement will cause irreparable damage to the Company, and that it is and may
be impossible to estimate or determine the damage that will be suffered by the
Company in the event of a breach by Executive of any such covenant. Therefore,
Executive further agrees that in the event of any violation or threatened
violation of such covenants, the Company shall be entitled as a matter of course
to an injunction out of any court of competent jurisdiction restraining such
violation or threatened violation by Executive, such right to an injunction to
be cumulative and in addition to whatever other remedies the Company may have.
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9. Exclusion of Property of Others. Executive will not bring to the
Company or use in the performance of his duties any documents or materials of a
former employer that are not generally available to the public or that have not
been legally transferred to the Company.
10. Use of Executive's Likeness. For so long as Executive is employed
by the Company, Executive authorizes the Company to use, reuse and to reasonably
grant others the right to use and reuse without additional compensation,
Executive's name, photograph, likeness (including caricature), voice and
biographical information and any reproduction or simulation thereof in any media
now known or hereafter developed, for valid business purposes of the Company.
11. Legal Expenses. Within thirty (30) days of the Effective Date,
Company shall pay Executive's reasonable attorneys' fees incurred by Executive
in the preparation and negotiation of this Agreement.
12. Integration. This Agreement and any exhibits attached hereto
shall constitute the entire Agreement relating to the employment of Executive.
13. Unenforceability. If any Section of this Agreement or any part
thereof shall be unenforceable under any applicable laws, notwithstanding such
unenforceability the remainder of this Agreement shall remain in full force and
effect.
14. Binding. This Agreement shall inure to the benefit of and be
binding upon, the Company and its affiliates and subsidiaries.
15. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New Jersey, excluding
laws on choice of laws.
16. Litigation. Any litigation regarding this Agreement shall only be
brought and heard in the federal or state courts located in (a) if such
litigation is brought by the Company, Denver, Colorado and (b) if such
litigation is brought by Executive, Newark, New Jersey, and no transfer of venue
outside of such applicable area shall be permitted.
17. Survival. Terms which by their terms or sense are to survive
termination hereof shall so survive.
18. Notice. Any notice, request, instruction or other document to be
given hereunder by a party hereto shall be in writing and shall be deemed to
have been given, (a) upon delivery if given in person or by courier or a courier
service, (b) the next business day following deposit with a nationally
recognized overnight delivery service, (c) on the date of transmission, or if
such date is not a business day the next business day following the date of
transmission if sent by confirmed facsimile or other wire transmission or (d)
four business days after being deposited in the U.S. mail, as certified or
registered mail, postage prepaid, addressed as follows:
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if to the Company, to:
Integrated Biopharma, Inc.
000 Xxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Chief Executive Officer
Fax: (000) 000-0000
if to the Executive, to:
Xxxxxxx X. Xxxxx
0000 Xxxx Xxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxx 00000
with a copy to:
Xxxxxxxx & Xxxxxxxx LLP
0000 Xxxxxxxx Xxxxx
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
or to such other individual or address as a party hereto may designate for
itself by notice given as herein provided.
19. Executive Acknowledgment. The parties acknowledge (a) that they
have consulted with or have had the opportunity to consult with independent
counsel of their own choice concerning this Agreement, and (b) that they have
read and understand the Agreement, are fully aware of its legal effect, and have
entered into it freely based on their own judgment and not on any
representations or promises other than those contained in this Agreement.
Executive expressly acknowledges that his counsel also represents the Company,
and Executive expressly represents that he will not assert any claims against
the Company, its officers, directors or agents, alleging in any manner that he
was inadequately represented by counsel or that his counsel had a conflict of
interest that prevented such counsel from properly advising or representing
Executive in all matters associated with the negotiation of this Agreement.
Executive expressly waives, holds harmless and covenants not to xxx the Company,
its officers, directors or agents, from any and all claims, demands, causes of
action, judgments and damages arising out of, relating to or alleged to have
resulted from any real or perceived inadequate representation or conflict of
interest involving his counsel.
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IN WITNESS WHEREOF, the parties have executed this Personal Services
Agreement as of the Effective Date.
INTEGRATED BIOPHARMA, INC.
By:
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Name:
-------------------------
Title:
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EXECUTIVE
---------------------------------
Xxxxxxx X. Xxxxx
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