Exhibit 10.21
OMEGA ORTHODONTICS, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of January 1, 1997, between XXXXXX X. XXXXXXXX, of
Acton, California (the "Employee") and OMEGA ORTHODONTICS, INC., a Delaware
corporation (the "Company").
WITNESSETH:
WHEREAS, the Employee desires to be employed by the Company, and the
Company desires to employ the Employee, on the terms, covenants and conditions
hereinafter set forth in this Agreement.
NOW, THEREFORE, for the reasons set forth above, and in consideration of
the mutual promises and agreements hereinafter set forth, the Company and the
Employee agree as follows:
1. Employment.
Subject to the terms and conditions set forth in this Agreement, the
Company hereby employs and engages the Employee to hold the title of President
and Chief Executive Officer and perform the duties of such positions as set
forth in the Company's Bylaws and as designated by the board of directors of the
Company (the "Board of Directors"). In such capacity, and subject to review by
the Board of Directors, the Employee shall also perform such duties and
responsibilities as may be assigned to him from time to time by the Board of
Directors. The Employee hereby accepts such employment and agrees to serve the
Company as an officer for the period of this Agreement.
2. Term of Employment.
The term of this Agreement shall be for a period of three (3) years
commencing January 1, 1997 and expiring December 31, 1999, unless terminated
prior to that date as provided in Section 5 of this Agreement. Commencing on
January 1, 2000 and on January 1 of each year thereafter, the term of this
Agreement shall be automatically extended for an additional year, unless the
Employee receives notice of termination as provided in Subsection 5.7 of this
Agreement prior to such extension.
3. Devotion to Duties.
The Employee agrees that during the period that he is employed hereunder he
shall devote substantially all his business time and attention to the business
and affairs of the Company and shall use his best efforts to promote the
interests of the Company.
4. Compensation of Employee.
4.1. Base Salary. During the term of this Agreement, the Company shall pay
to the Employee as compensation for the services to be performed by the Employee
a base salary of One Hundred Twenty Thousand Dollars ($120,000.00) per year (the
"Base Salary"). The Base Salary shall be payable in installments in accordance
with the Company's normal payroll practice. Commencing on January 1, 1998 and on
January 1 of each year thereafter, or as soon as practicable thereafter, the
Compensation Committee of the Board of Directors (the "Compensation Committee"),
or the Board of Directors if the Compensation Committee is not then appointed,
shall review the Base Salary, and shall authorize, in its discretion, an
appropriate increase in the Base Salary.
4.2. Bonus. In addition to the compensation set forth elsewhere in this
Section 4, for each year or portion thereof during the term of this Agreement
and any extensions thereof, the Employee shall be eligible to receive a bonus in
an amount to be determined by the Compensation Committee, or the Board of
Directors if the Compensation Committee is not then appointed, in its
discretion, based upon its evaluation of the Employee's performance during such
year or portion thereof.
4.3. Benefits. The Employee shall be entitled to participate, during the
term he is employed hereunder, in all regular employee benefit and deferred
compensation plans established by the Company, including, without limitation,
any medical plans, life insurance, and personal catastrophe and disability
insurance. The Employee shall be entitled during the period that he is employed
to such paid vacation as is provided in the policy adopted by the Board of
Directors.
4.4. Office and Secretary.The Employee shall have a private office,
secretarial assistance and such other facilities and services as are suitable to
his position and appropriate for the performance of his duties.
4.5 Automobile. The Employee shall be provided with an automobile suitable
to his position and appropriate for the performance of his duties, or, at the
election of the Employee, the Employee shall receive a monthly automobile
allowance of Seven Hundred Dollars ($700.00).
4.6. Reimbursement of Expenses. The Company shall provide for the payment
or reimbursement of all reasonable and necessary expenses incurred by the
Employee in connection with the performance of his duties under this Agreement
in accordance with the Company's expense reimbursement policy, as such may
change from time to time.
5. Termination of Employment.
5.1. Termination For Cause. "Termination For Cause," as hereinafter
defined, may be effected by the Company at any time during the term of this
Agreement by written notification to the Employee pursuant to Subsection 5.7 of
this Agreement. Upon Termination For Cause, the Employee shall immediately be
paid all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of the Company in which the Employee is a participant to the full
extent of the Employee's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the
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Employee in connection with his duties hereunder, all to the date of
termination, but the Employee shall not be paid any other compensation or
reimbursement of any kind, including without limitation, severance compensation.
"Termination For Cause" shall mean termination by the Company of the
Employee's employment by the Company by reason of the Employee's:
(i) Commission of a crime of moral turpitude or a violation of law which
results in criminal charges, fines or penalties or an order which
prevents the Employee from performing his duties hereunder;
(ii) Deliberate dishonesty towards, fraud upon, or deliberate injury or
attempted injury to the Company or any subsidiary or affiliate
thereof, or
(iii)Willful failure to perform material duties and responsibilities of
the Employee hereunder or a material breach of this Agreement by the
Employee, which failure or breach continues for more than thirty (30)
days after written notice is given to the Employee pursuant to a
two-thirds vote of all of the members of the Board of Directors of the
Company, such notice to set forth in reasonable detail the nature of
such failure or breach.
5.2. Termination Other Than For Cause. Notwithstanding any other provisions
of this Agreement, the Company or the Employee may effect a "Termination Other
Than For Cause," as hereinafter defined, at any time upon giving written notice
to the other party of such termination pursuant to Subsection 5.7 of this
Agreement. Upon any Termination Other Than For Cause, the Employee shall
immediately be paid all accrued salary, bonus compensation to the extent earned,
vested deferred compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of the Company in which the Employee is a participant
to the full extent of the Employee's rights under such plans, accrued vacation
pay and any appropriate business expenses incurred by the Employee in connection
with his duties hereunder, all to the date of termination, and all severance
compensation provided in Subsection 6.2, but no other compensation or
reimbursement of any kind.
"Termination Other Than For Cause" shall mean:
(a) termination by the Company of the employment of the Employee with the
Company for any reason other than a termination under Section 5.1, 5.3 or 5.4
hereof;
(b) termination by the Employee of the Employee's employment with the
Company for Good Reason. Good Reason shall mean the occurrence of any of the
following events:
(i) a substantial adverse change, not consented to by the
Employee, in the nature or scope of the Employee's responsibilities,
authorities, powers, functions or duties from the responsibilities,
authorities, powers, functions or duties exercised by the Employee
immediately prior to the Change in Control; or
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(ii) a reduction in the Employee's annual base salary as in
effect on the date hereof or as the same may be increased from time to
time; or
(iii) the relocation of the Company's offices at which the
Employee is principally employed immediately prior to the date of a
Change in Control to a location more than twenty-five (25) miles from
such offices, provided that such relocation results in an addition of
more than ten (10) miles to the current commute of the Employee
immediately prior to the date of the Change in Control, or the
requirement by the Company for the Employee to be based anywhere other
than the Company's offices at such new location, except for required
travel on the Company's business to an extent substantially consistent
with the Employee's business travel obligations immediately prior to
the Change in Control; or
(iv) the failure by the Company to pay to the Employee any
portion of his compensation or to pay to the Employee any portion of
an installment of deferred compensation under any deferred
compensation program of the Company within fifteen (15) days of the
date such compensation is due without prior written consent of the
Employee; or
(v) the failure by the Company to comply with any term or
provision under this Agreement; or
(vi) the failure by the Company to obtain an effective agreement
from any successor to assume and agree to perform this Agreement.
5.3. Termination by Reason of Disability. If, during the term of this
Agreement, the Employee, in the reasonable judgment of the Board of Directors,
has failed to perform his duties under this Agreement on account of illness or
physical or mental incapacity, and such illness or incapacity continues for a
period of more than twelve (12) consecutive months, the Company shall have the
right to terminate the Employee's employment hereunder by written notification
to the Employee pursuant to Subsection 5.7 of this Agreement and payment to the
Employee of all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of the Company in which the Employee is a participant to the full
extent of the Employee's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Employee in connection with his
duties hereunder, all to the date of termination, with the exception of medical
and dental benefits which shall continue through the expiration of this
Agreement, but the Employee shall not be paid any other compensation or
reimbursement of any kind, including without limitation, severance compensation.
5.4. Death. In the event of the Employee's death during the term of this
Agreement, the Employee's employment shall be deemed to have terminated as of
the last day of the month during which his death occurs and the Company shall
pay to his estate or such beneficiaries as the Employee may from time to time
designate all accrued salary, bonus
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compensation to the extent earned, vested deferred compensation (other than
pension plan or profit sharing plan benefits which will be paid in accordance
with the applicable plan), any benefits under any plans of the Company in which
the Employee is a participant to the full extent of the Employee's rights under
such plans, accrued vacation pay and any appropriate business expenses incurred
by the Employee in connection with his duties hereunder, and to the date of
termination, but the Employee's estate shall not be paid any other compensation
or reimbursement of any kind, including without limitation, severance
compensation.
5.5. Voluntary Termination. In the event of a "Voluntary Termination," as
hereinafter defined, the Company shall immediately pay all accrued salary, bonus
compensation to the extent earned, vested deferred compensation (other than
pension plan or profit sharing plan benefits which will be paid in accordance
with the applicable plan), any benefits under any plans of the Company in which
the Employee is a participant to the full extent of the Employee's rights under
such plans, accrued vacation pay and any appropriate business expenses incurred
by the Employee in connection with his duties hereunder, all to the date of
termination, but no other compensation or reimbursement of any kind, including
without limitation, severance compensation.
"Voluntary Termination" shall mean termination by the Employee of the
Employee's employment by the Company other than (i) for Good Reason as described
in Section 5.2, (ii) termination by reason of the Employee's disability as
described in Subsection 5.3, and (iii) termination by reason of the Employee's
death as described in Subsection 5.4.
5.6. Termination Upon a Change in Control. In the event of a "Termination
Upon a Change in Control," as hereinafter defined, the Employee shall
immediately be paid all accrued salary, bonus compensation to the extent earned,
vested deferred compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of the Company in which the Employee is a participant
to the full extent of the Employee's rights under such plans, accrued vacation
pay and any appropriate business expenses incurred by the Employee in connection
with his duties hereunder, all to the date of termination, and all severance
compensation provided in Subsection 6.1, but no other compensation or
reimbursement of any kind.
"Termination Upon a Change in Control" shall mean a Termination Other than
For Cause occurring within twenty-four (24) months after a "Change in Control,"
as hereinafter defined.
"Change in Control" shall mean (i) the date on which the Company first
determines that any person and all other persons which constitute a group,
within the meaning of Section 13(d)(3) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), have acquired direct or indirect
beneficial ownership, with the meaning of Rule 13d-3 under the Exchange Act, of
twenty percent (20%) or more of the Company's outstanding securities, unless a
majority of the "Continuing Directors," as hereinafter defined, approves the
acquisition not later than ten (10) business days after the Company makes that
determination, or (ii) the first day on which a majority of the members of the
Board of Directors are not Continuing Directors. Notwithstanding the foregoing,
issuances of the Company's securities in connection with the
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Company's initial public offering, expected to be completed during 1997, shall
not constitute or be deemed to constitute a "Change in Control."
"Continuing Directors" shall mean, as of any date of determination, any
member of the Board of Directors who (i) was a member of the Board of Directors
on December 31, 1996, (ii) has been a member of the Board of Directors for the
two (2) years immediately preceding such date of determination, or (iii) was
nominated for election or elected to the Board of Directors with the affirmative
vote of the greater of (A) a majority of the Continuing Directors who were
members of the Board of Directors at the time of such nomination or election or
(B) at lease three (3) Continuing Directors.
5.7. Notice of Termination. The Company may effect a termination of this
Agreement pursuant to the provisions of this Section 5 upon giving ninety (90)
days' written notice to the Employee of such termination. The Employee may
effect a termination of this Agreement pursuant to the provisions of this
Section 5 upon giving ninety (90) days' written notice to the Company of such
termination.
5.8. Limitation on Termination Benefits. No payments by the Company to or
for the benefit of the Employee under this Agreement or any other agreement or
plan pursuant to which he is entitled to receive payments or benefit shall be
non-deductible to the Company by reason of the operation of Section 280G of the
Internal Revenue Code of 1986, as amended, (the "Code") or any successor
provision relating to parachute payments. Accordingly, and notwithstanding any
other provision of this Agreement or any such agreement or plan, if by reason of
the operation of said Section 280G, any such payments exceed the amount which
can be deducted by the Company, such payments shall be reduced to the maximum
amount which can be deducted by the Company. To the extent that payments
exceeding such maximum deductible amount have been made to or for the benefit of
the Employee, such excess payments shall be refunded to the Company with
interest thereon at the applicable Federal Rate determined under Section 1274(d)
of the Code, compounded annually, or at such other rate as may be required in
order that no such payments shall be non-deductible to the Company by reason of
the operation of said Section 280G. To the extent that there is more than one
method of reducing the payments to bring them within the limitations of said
Section 280G, the Employee shall determine which method shall be followed,
provided that if the Employee fails to make such determination within forty-five
(45) days after the Company has sent him written notice of the need for such
reduction, the Company may determine the method for such reduction in its sole
discretion.
5.9 Determination of Termination Benefits. If any dispute between the
Company and the Employee as to any of the amounts to be determined under this
Section 5, or the method of calculating such amounts, cannot be resolved by the
Company and the Employee, either party after giving three (3) days written
notice to the other, may refer the dispute to a partner in the Boston office of
a firm of independent certified public accountants selected jointly by the
Company and the Employee. The determination of such partner as to the amount to
be determined under this Section 5 and the method of calculating such amounts
shall be final and binding on both the Company and the Employee. The Company
shall bear the costs of any such determination.
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6. Severance Compensation.
6.1. Termination Upon Change in Control or Termination Other Than For
Cause. In the event the Employee's employment is terminated in a Termination
Upon a Change in Control or a Termination Other Than For Cause, the Employee
shall be paid as severance compensation the Base Salary (at the rate payable at
the time of such termination) for the longer of (a) twelve (12) months or (b)
the remaining term of this Agreement, on the dates specified in Subsection 4.1.
Notwithstanding any provision in this Subsection 6.1 to the contrary, the
Employee may, in the Employee's sole discretion, by delivery of a notice to the
Company within thirty (30) days following a Termination Upon a Change in
Control, elect to receive from the Company a lump sum severance payment by bank
cashier's check equal to the present value of the flow of cash payments that
would otherwise be paid to the Employee pursuant to this Subsection 6.1. Such
present value shall be determined as of the date of delivery of the notice of
election by the Employee and shall be based on a discount rate equal to the
interest rate on 90-day United States Treasury bills, as reported in the Wall
Street Journal, or similar publication, on the date of delivery of the election
notice. If the Employee elects to receive a lump sum severance payment, the
Company shall make such payment to the Employee within ten (10) days following
the date on which the Employee notifies the Company of the Employee's election.
In addition to the severance payment payable under this Subsection 6.1, the
Employee shall be entitled to an accelerated vesting of any awards granted to
the Employee under the Company's Incentive Stock Plan.
6.2. Termination Upon Any Other Event. In the event of a Voluntary
Termination, Termination For Cause, termination by reason of the Employee's
disability pursuant to Subsection 5.5 or termination by reason of the Employee's
death pursuant to Subsection 5.6, the Employee or his estate shall not be paid
any severance compensation.
7. Obligations Contingent on Performance.
The obligations of the Company under this Agreement, including its
obligation to pay the compensation provided for herein, shall be contingent upon
the Employee's performance of his obligations under this Agreement.
8. Confidentiality.
The Employee agrees to hold in strict confidence all information concerning
any matters affecting or relating to the business of the Company, including
without limiting the generality of the foregoing its manner of operation, plans,
protocols, processes, computer programs, tenant lists, client lists, marketing
information and analysis, or other data, without regard to whether all of the
foregoing matters will be deemed confidential or material. The Employee agrees
that he will not, directly or indirectly, use any such information for the
benefit of others than the
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Company or disclose or communicate any of such information in any manner
whatsoever other than to the directors, officers, employees, agents and
representatives of the Company who need to know such information, who shall be
informed by the Employee of the confidential nature of such information and
directed by the Employee to treat such information confidentially. Upon the
Company's request, the Employee shall return all information furnished to him
related to the business of the Company.
The above limitations on use and disclosure shall not apply to information
which the Employee can demonstrate: (a) was known to the Employee before joining
the Company and was not contributed to the Company by the Employee; (b) is
learned by the Employee from a third party entitled to disclose it; or (c)
becomes known publicly other than through the Employee. The parties hereto
stipulate that all such information is material and confidential and gravely
affects the effective and successful conduct of the business of the Company and
the Company's good will, and that any breach of the terms of this Section 8
shall be a material breach of this Agreement. The terms of this Section 8 shall
remain in effect during the term of this Agreement and for a period of two (2)
years thereafter.
9. Use of Proprietary Information.
The Employee recognizes that the Company possesses a proprietary interest
in all of the information described in Section 8 and has the exclusive right and
privilege to use, protect by copyright, patent or trademark, manufacture or
otherwise exploit the processes, ideas and concepts described therein to the
exclusion of the Employee, except as otherwise agreed between the Company and
the Employee in writing. The Employee expressly agrees that any products,
inventions, discoveries or improvements made by the Employee, his agents or
affiliates, during the term of this Agreement, based on or arising out of the
information described in Section 8 shall be the property of and inure to the
exclusive benefit of the Company. The Employee further agrees that any and all
products, inventions, discoveries or improvements developed by the Employee
(whether or not able to be protected by copyright, patent or trademark) during
the course of his employment, or involving the use of the Company's time,
materials or other resources, shall be promptly disclosed to the Company and
shall become the exclusive property of the Company.
10. Non-Competition Agreement.
10.1. Non-Competition. The Employee agrees that, during the term of this
Agreement and for a period of one (1) year thereafter, he shall not, without the
prior written consent of the Company, directly or indirectly, own, manage,
operate, control, be connected with as an officer, employee, partner, consultant
or otherwise, or otherwise engage or participate in, except as an employee of
the Company, or any corporation directly or indirectly controlled by it, any
corporation or other business entity engaged in providing management services to
the orthodontic industry; provided, however, that the Employee may own and
operate his own consulting business that provides management and other services
to the orthodontic industry and provided further that, in the event that the
Employee is receiving severance compensation under Section 6.1 of this
Agreement, his obligation not to compete with the Company under this Section
10.1 shall cease when such payments cease (or would have ceased absent a request
by the
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Employee for a lump sum payment). Notwithstanding the foregoing, the ownership
by the Employee of less than two percent (2%) of any class of the outstanding
capital stock of any corporation conducting a business competitive with the
Company which is regularly traded on a national securities exchange or an
over-the-counter market shall not be a violation of the foregoing covenant.
The Employee hereby acknowledges and agrees that the provisions set forth
in this Subsection 10.1 constitute a reasonable restriction on his ability to
compete with the Company.
10.2. Non-Solicitation. During the term of this Agreement and for a period
of one (1) year thereafter, the Employee shall not contact or solicit, directly
or indirectly, any customer, client, affiliate orthodontist or orthodontic
entity, tenant or account whose identity the Employee obtained through
association with the Company, regardless of the geographical location of such
customer, client, affiliate orthodontist or orthodontic entity, tenant or
account, nor shall the Employee, directly or indirectly, entice or induce, or
attempt to entice or induce, any Employee of the Company to leave such employ,
nor shall the Employee employ any such person in any business similar to or in
competition with that of the Company during the term of this Agreement and for a
period of one (1) year thereafter. The Employee hereby acknowledges and agrees
that the provisions set forth in this Subsection 10.2 constitute a reasonable
restriction on his ability to compete with the Company.
10.3. Savings Provision. The parties hereto agree that, in the event a
court of competent jurisdiction shall determine that the geographical or
durational elements of this covenant are unenforceable, such determination shall
not render the entire covenant unenforceable. Rather, the excessive aspects of
the covenant shall be reduced to the threshold which is enforceable, and the
remaining aspects shall not be affected thereby.
10.4. Equitable Relief. The Employee acknowledges that the extent of
damages to the Company from a breach of Sections 8, 9 and 10 of this Agreement
would not be readily quantifiable or ascertainable, that monetary damages would
be inadequate to make the Company whole in case of such a breach, and that there
is not and would not be an adequate remedy at law for such a breach. Therefore,
the Employee specifically agrees that the Company is entitled to injunctive or
other equitable relief from a breach of Sections 8, 9 and 10 of this Agreement,
and hereby waives and covenants not to assert against a prayer for such relief
that there exists an adequate remedy at law, in monetary damages or otherwise.
11. Entire Agreement.
This Agreement contains the complete agreement concerning the employment
arrangement between the parties and shall, as of the effective date, supersede
all other agreements or arrangements between the parties with regard to the
subject matter hereof.
12. Binding Agreement.
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This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
assigns. The obligations of the Company under this Agreement shall not be
terminated by reason of any liquidation, dissolution, bankruptcy, cessation of
business or similar event relating to the Company. This Agreement shall not be
terminated by reason of any merger, consolidation or reorganization of the
Company, but shall be binding upon and inure to the benefit of the surviving or
resulting entity.
13. Modification.
No waiver or modification of this Agreement or of any covenant, condition
or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith and no evidence of any waiver or
modification shall be offered or received in evidence of any proceeding,
arbitration or litigation between the parties hereto arising out of or affecting
this Agreement, or the rights or obligations of the parties thereunder, unless
such waiver or modification is in writing, duly executed as aforesaid.
14. Severability.
All agreements and covenants contained herein are severable, and in the
event any of them shall be held to be invalid or unenforceable by any court of
competent jurisdiction, this Agreement shall be interpreted as if such invalid
agreements or warrants were not contained herein.
15. Manner of Giving Notice
All notices, requests and demands to or upon the respective parties hereto
shall be sent by hand, certified mail, overnight air courier service or
telecopier (if within a reasonable time a permanent copy is given by any of the
other methods described above), in each case with all applicable charges paid or
otherwise provided for, addressed as follows or to such other address as may
hereafter be designated in writing by the respective parties hereto:
To Company:
Omega Orthodontics, Inc.
0000 Xxxxxx Xxxx Xxxx
Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To Employee:
Xxxxxx X. Xxxxxxxx
0000 Xxxxxx Xxxx Xxxx
Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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Such notices, requests and demands shall be deemed to have been given or made on
the date of delivery if delivered by hand or by telecopy and on the next
following date if sent by mail or by air courier service.
16. Waiver.
If either party should waive any breach of any provision of this Agreement,
such party shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.
17. Remedies.
In the event of a breach of this Agreement, the non-breaching party will be
entitled to such legal and equitable relief as may be provided by law, and shall
further be entitled to recover all costs and expenses, including reasonable
attorneys' fees, incurred in enforcing the non-breaching party's rights
hereunder.
18. Headings.
The headings have been inserted for convenience only and shall not be
deemed to limit or otherwise affect any of the provisions of this Agreement.
19. Choice of Law.
It is the intention of the parties hereto that this Agreement and the
performance hereunder be construed in accordance with, under and pursuant to the
laws of the State of [Delaware] without regard to the jurisdiction in which any
action or special proceeding may be instituted.
20. Counterparts.
This Agreement may be executed in two (2) counterparts, each of which shall
be deemed an original, and both of which together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first stated above.
COMPANY:
OMEGA ORTHODONTICS, INC.
By: /s/ C. Xxxx Xxxxxxx
------------------------
Name: C. Xxxx Xxxxxxx
Title: Chairman of the Board
EMPLOYEE
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx
00
