EMPLOYMENT AGREEMENT
This Employment Agreement made as of the 18th day of November 1996 by and
between U.S. Transportation Systems, Inc., a Nevada corporation, having a
principal place of business located at 00 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx
(the "Company") and Xxxxxxx Xxxxxxxxx (the "Executive") , whose address is
located at 0000 X. 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000 (the "Agreement ").
WITNESSETH:
WHEREAS, the Executive has been a valued employee and key executive of the
Company and possesses unique personal knowledge, experience, and expertise
concerning the business and operations of the Company; and
WHEREAS, the Company is desirous of ensuring the continued services of the
Executive upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. Term; Duties; Best Efforts; Indemnification.
(a) The Company agrees to and hereby does continue the Executive in its
employ as its Chairman and Chief Executive Officer and the Executive agrees to
and hereby does continue in the employ of the Company as its Chairman and Chief
Executive Officer for a period commencing on January 1, 1997 ending on December
31, 2007 (the "Term"), unless the Agreement is sooner terminated pursuant to the
provisions herein.
(b) Employee shall serve as Chairman and Chief Executive Officer of the
Company, subject only to policy directions from the Board of Directors of
Company. No other Chairman, Chief Executive Officer or other executive officer
will be appointed with authority over the business of the Company superior to
the Executive.
(c) Subject to the provisions of Company's Certificate of Incorporation and
Bylaws, each as amended from time to time, the Company shall indemnify the
Executive to the fullest extent permitted by the Business Corporation Law of the
State of Nevada, for all amounts (including without limitation, judgments,
fines, settlement payments, expenses and attorney's fees) incurred or paid by
the Executive in connection with any action, suit, investigation or proceeding
arising out of or relating to the performance by the Executive of services for
the Company, or the acting by the Executive as a director, officer or employee
of the Company, or any other person or enterprise at the Company's request. The
Company shall use its best efforts to obtain and maintain in full force and
effect during the Term, directors, and officers' liability instance policies
providing full and adequate protection to the
Executive for his capacities.
2. Attention to Business; Duties
The Executive agrees to continue to devote his full time, attention, skill,
and efforts to the performance of his duties and responsibilities to the
Company, and to any subsidiary or subsidiaries of the Company, all under the
supervision and direction of the Company's Board of Directors, but nothing in
this Agreement shall preclude the Executive from devoting reasonable periods
required for;
(a) serving as a director or member of a committee of any organization or
corporation involving no conflict of interest with the interests of
the Company and with written consent of the Company, said consent not
to be unreasonably withheld;
(b) delivering lectures, fulfilling speaking engagements, and any writing
or publication related to his area of expertise;
(c) engaging in professional organization and program activities;
(d) serving as a consultant in his area of expertise to government,
industrial, and academic panels where it does not conflict with the
interests of the Company; and
(e) managing his personal investments or engaging in any other
noncompeting business;
3. Compensation
For all services to be rendered by him in any capacity hereunder (including
services as an officer, director, member of any committee or otherwise), the
Company agrees to provide the Executive with the following compensation, so long
as he shall be employed hereunder:
(a) The Executive shall entitled to a fixed full base salary at the rate
of Two Hundred and Fifty Thousand Dollars ($250,000) per annum,
payable in such installments as determined by the Board of Directors
with such increases as shall be awarded by the Board of Directors from
time to time (such increases in rate at lease equal on a percentage
basis to the increase, if any, in the cost-of-living shown on the
Consumer Price Index for the New
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York/Northeastern New Jersey Statistical Area (1967=100) published by
the Bureau of Labor Statistics of the United States Department of
Labor for the preceding year (the "Annual Salary Adjustment")). Such
increases shall be in accordance with the Company's regular
administrative practices of other salary increases applicable to
executives of the Company in effect on the date of this Agreement.
(b) The Executive shall also be entitled to receive an annual bonus (the
"Annual Bonus") equal to eight percent (8%) of the Company's pre-tax
income as reported by its audited financial statements certified by
the Company's independent auditors. The Annual Bonus shall be paid to
the Executive not later than ninety {90) days from the last day of the
Company's fiscal year.
(c) The Company shall provide two automobiles for the Executive and shall
pay all costs associated therewith, including, expenses, gas,
insurance, repairs and any related expenses.
(d) Upon payment of Ten Thousand Dollars ($10,000), the Executive shall be
entitled to receive one million (1,000,000) shares of the Company's
common stock ( "Common Stock") as compensation for anticipated future
services in his capacity as Chairman and Chief Executive Officer. Such
shares shall be issued to the Executive no later than March 31, 1997,
such issuance date to be otherwise determined solely by the Executive.
(e) The Company shall pay the premiums on a life insurance policy or
similar annuity policy (as shall be determined by the Executive on the
life of the Executive having a death benefit of One Million
($1,000,000) Dollars, and upon the expiration or termination of this
Agreement, the Executive shall have the right to own the policy and to
determine, in his discretion, the beneficiary of such policy. The
company agrees that it shall continue make payment of all premiums on
behalf of the
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Executive.
(f) The Executive shall be entitled to participate in any Management
Incentive Compensation Plans adopted by the Company's Board of
Directors during the Term of this Agreement on a basis as determined
by the Board of Directors consistent with such Management Incentive
Compensation Plans.
(g) The Executive shall be entitled to participate, to the extent
determined by the Board of Directors or appropriate committee, in any
stock option plan established for eligible employees by the Company's
Board of Directors or appropriate committee.
(h) The Executive shall be a participant in, and beneficiary, of, any and
all pension, profit sharing, life, dental, medical, and other group
benefit plans provided by the Company for eligible employees during
the term of this Agreement.
(i) The Executive shall entitled to a vacation of six (6) weeks, during
which time his compensation shall be paid in full. The Executive shall
notify the Board of Directors prior to his absence on account of
vacation plans.
(j) The Executive shall be eligible for participation in any supplemental
executive retirement plan adopted by the Company's Board of Directors
during the Term of this Agreement.
(k) Upon the expiration or termination of this Agreement, or upon the
death of the Executive, or upon a "Change of Control" as defined in
Section 9 below (any of such events referred to hereinafter as a
"Redemption Event"), the Company shall be required, ninety (90) days
after written notice is mailed to the Company from the Executive (in
the case of expiration or termination of this Agreement, or upon a
Change of Control), or by his duly appointed executor or administrator
(in the event of the Executive's death), to redeem the shares of
Common Stock and Preferred Stock of the Company owned by the Executive
and his affiliates, including shares held by (1)
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members of the Executive's family; and (2 ) trusts created for the
benefit of the Executive and/or his family members (collectively, the
"Affiliates"). The redemption price ("Redemption Price") of each share
of Common Stock owned by the Executive or his Affiliates shall be
equal to the average closing bid price of the Common Stock; (if the
shares are traded on The NASDAQ Stock Market ), or the closing sale
price (if the shares are traded on a national securities exchange),
for a period of thirty (30) trading days prior to, and ending on the
date written notice of the Redemption Event was been mailed to the
Company, provided however, that in no event shall the Redemption Price
be less than $3.00 per share. In the event that the Company's shares
of Common Stock are not publicly traded at the time a Redemption Event
occurs, the Redemption Price per share shall be equal to an agreed
upon value of the shares as determined by an independent certified
accounting firm selected jointly by the Company and the Executive or
his executor or administrator (as applicable), provided however, that
in no event shall the Redemption Price be less than $3.00 per share.
The Redemption Price of the Preferred Stock owned by the Executive and
his Affiliates shall be Ten Dollars ($10.00) per share.
4. Competition with the Company
The Executive agrees that during the Term of his employment and for a
period of two years thereafter, he will not directly or indirectly, for his own
benefit, or an behalf of others, compete, or be an officer, director, employee
or controlling shareholder of the capital stock or other equity interest of any
corporation or other entity located within a fifty (50) mile radius of the
location of any Company plant or office which competes with any business
conducted by the Company, its subsidiaries, or affiliates during the time of his
employment and at the date of such termination. Any breach or threatened breach
of any provision of this Section 4, which the Executive agrees would cause the
Company irreparable harm for which the Company will have no adequate remedy at
law, shall entitle the Company to legal remedies including but not limited to
injunctive relief, except that the Executive may raise all of his legal and
equitable defenses and remedies in any action or proceeding brought by the
Company.
5. Disclosure of Information
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(a) The Executive agrees that he will not disclose any information which is
treated by the Company as confidential, including, but not limited to,
information relating to any of the Company's inventions, processes, methods of
distribution, customers, trade secrets relating to the Company devices and
systems, and information relating to any person, firm, corporation, association,
or other entity (the "Confidential Information"). Disclosure of Confidential
Information may be made if such disclosure is in the Company's best interests or
is made in order to promote and enhance the Company's business, provided
sufficient arrangements are made by the Executive and a Company officer
authorized to act in the matter by the Board of Directors with such entity to
insure the confidentiality of such disclosure.
(b) The Executive also agrees that upon leaving the Company's employ, he
will not take with him, or disclose, without the prior written consent of an
officer authorized to act in the matter by the Board of Directors of the Company
any information which is treated by the Company as Confidential.
(c) A material breach or threatened material breach by the Executive of the
provisions of this Section 5, which the Executive agrees would cause irreparable
harm to the Company for which the Company will have no adequate remedy at law,
shall entitle the Company to legal remedies including but not limited to
injunctive relief restraining the Executive from disclosing any such
information, or from rendering any service to any person, firm, corporation,
association, or other entity to whom such information has been disclosed or is
threatened to be disclosed in violation of the provisions of this Section 5,
except that the Executive may raise all of his legal and equitable defenses and
remedies in any action or proceeding brought by the Company. The provisions of
this Section 5 shall survive any termination of this Agreement.
6. Grant of Rights.
(a) The Executive agrees to assign and does hereby assign to the Company
all inventions, discoveries or new products conceived, made or discovered by the
Executive whether solely or in collaboration with others during the term of his
employment by the Company (hereinafter the "Executive Products"), which directly
relate to the Company's business as then constituted (i.e., the business being
conducted by the Company or any subsidiary at the time of such conception or
discovery).
(b) Should the Company elect to sell or otherwise transfer the Company's
rights to any of the Executive Products, the Executive must be notified within
ten (10) days by certified mail, and is then granted the right of first refusal
to personally acquire the ownership of any such Executive Products on the same
terms obtained by the Company through any bona fide offer for such
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rights. The Executive must exercise his option to do so within ninety (90) days
of notice of such a competing offer. The provisions of this subparagraph (b) of
this Section 6 shall survive for a period of two (2) years following any
termination of this Agreement by the Executive or the Company except for
termination for Cause.
7. Return of Documents
Upon leaving the employ of the Company, the Executive shall not take with
him, without written consent of an Executive Officer of the Company, any
manuals, records, drawings, blueprints, data, tables, calculations, letters,
documents, or any copy or other reproduction thereof, or any other property or
Confidential Information, of or pertaining to the Company or any of its
subsidiaries. All of the foregoing shall be returned to the Board of Directors
on or before the date of termination of employment.
8. Key Man Life Insurance
The Executive shall do whatever is reasonably necessary in order to enable
the Company to maintain key man life insurance on his life with all benefits
payable to the Company. Upon the expiration or termination of this Agreement,
the Executive shall have the right to cancel his key man life insurance policy
or rename the beneficiary upon the Executive's assuming the payment of premiums
from the Company.
9. Change of Control
(a) For purposes of this Agreement, a change of control of the Company (the
"Change of Control") is defined as follows:
(i) Of the nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14(A) promulgated under the
Securities Exchange Act of 1934, as amended ( "Exchange Act" ); or
(ii) If any "person" (as such term is used in Section 13(d) and 14(d)
of the Exchange Act) is or becomes the beneficial owner, directly or
indirectly by acquisition, or otherwise, of securities of the Company
representing twenty-five (25%) percent or more of the combined voting power
of the Company's then outstanding securities; or
(iii) During any period of twelve (12) consecutive months, individuals
who at the beginning of such twelve (12) month period constitute the Board
of Directors of the Company cease, for any reason, to constitute at least a
majority thereof, unless the election or the nomination for election by the
Company's stockholders, of each new director was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who
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were directors at the beginning of the period.
(b) In addition to all other entitlements granted to the Executive under
this Agreement, effective upon a "Change of Control" of the Company, as defined
above, the Executive shall be entitled to receive immediately upon such "Change
of Control" and without the payment of any further consideration:
(i) cash compensation equal to ten times the Executive's last annual
salary;
(ii) that number of shares of the Company's Common Stock which shall
equal twenty-five percent (25%) of the total number of shares of Common
Stock outstanding as of the date of the Change of Control on a fully
diluted basis (i.e. giving effect to the exercise of all outstanding
warrants, options, convertible rights and all other rights to purchase
shares of the Company's Common Stock);
(iii) payment of all outstanding loans to the Company made by the
Executive or his affiliates, including family members or trusts created for
the benefit of the Executive's or his family members; and
(iv) redemption of all outstanding shares of preferred and common
stock owned by the Executive or his affiliates, including family members or
trusts created for the benefit of the Executive or his family members, as
set forth in Section 3(k) above.
(c) Payment of all compensation due to the Executive upon a Change of
Control as set forth in Section 9(b) above, shall be made immediately upon the
Change of Control. In the event that the Company shall fail to pay such
compensation when due, the Executive shall be entitled to a blanket lien upon
all assets of the Company to secure the obligations of the Company hereunder.
The Company hereby agrees to execute all documents required to create, perfect
and protect such lien by the Executive.
10. Termination Due to Disability, Retirement, "For Cause, "For Good
Reason" or Death
(a) Disability. The Company may terminate this Agreement for disability at
any time if within ninety (90) after written notice of termination is given, the
Executive has not returned to full time performance of his duties. For purposes
of this Agreement, the term "disability" shall mean if, as a result of
incapacity due to physical or mental illness, the Executive shall have been
absent from his duties with the Company on a full time basis for 60 consecutive
business days.
(b) "For Cause". The Company may terminate the
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Executive's employment "For Cause" at any time. For purposes of this Agreement,
"For Cause" shall mean:
(i) the willful and continued failure by him to substantially perform his
duties with the Company (other than any such failure resulting from
his incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to the Executive by
the Board of Directors which specifically identifies the manner in
which the Board believes that he has not substantially performed his
duties, or
(ii) the willful engaging by the Executive in misconduct materially and
demonstrably injurious to the Company. For purposes of this Section 10
subparagraph (c) (ii), no act, or failure to act, on the part of the
Executive shall be considered "willful" unless done, or omitted to be
done, by him in bad faith and without reasonable belief that his
action or omission was in the best interest of the Company.
Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated "For Cause" unless and until there shall have been delivered to
him a Copy of a resolution adopted by the affirmative vote of not lees than
three quarters (3/4) of the entire membership of the Board at a meeting of the
Board held for that purpose (after reasonable notice to the Executive and an
opportunity for him, together with his counsel, to be heard before said Board),
finding that the Executive was guilty of conduct set forth above in Sections 10
(c) (i) or (ii) above and specifying the particulars thereof in detail.
Notwithstanding the foregoing, the Company shall have the right to
terminate this Agreement upon twenty-four (24) hours notice to the Executive, if
the Executive is convicted of, or has pled guilty to fraud, embezzlement, or any
felonious offense.
(c) For "Good Reason". The Executive may terminate his employment "For Good
Reason". For purposes of this Agreement "For Good Reason" shall mean:
(i) without the express written consent of Executive, the assignment to
him of any duties grossly inconsistent with his positions, duties,
responsibilities and status with the Company immediately prior to a
Change of Control as defined in Section 9, or a change in his
reporting responsibilities, titles, or offices as in effect
immediately prior to a Change of Control as defined in Section 9, or
any removal of him from or any
9
failure to re-elect him to any of such positions, including the Board
of Directors, except because of the termination of his employment For
Cause, disability or retirement or as a result of his death; or the
failure of the Company to maintain and keep in effect sufficient
Officers' and Directors' Liability Insurance to adequately protect the
Executive during the Term; or
(ii) a reduction by the Company in the Executive's base salary as in effect
on the date hereof, or as the same may be increased from time to time;
or the failure by the Company to pay the Annual Bonus when due; or
(iii) the Company, requiring the Executive to be based anywhere other than
the offices at which he was based immediately prior to a Change of
Control as defined in Section 9, except for required travel on Company
business to an extent substantially consistent with his present
business travel obligations, or, in the event he consents to such
relocation, the failure by the company to pay (or reimburse him for)
all reasonable moving expenses incurred by him relating to a change of
his principal residence in connection with such relocation and to
indemnify him against any loss (defined as the difference between the
actual bona fide price of such residence and the higher of (1) the
aggregate investment in such residence, or (2) the fair market value
of such residence as determined by the average of two (2) real estate
appraisers, one of which is to be designated by the Executive and the
other by the Company) realized in the sale of this principal residence
in connection with any such change of residence; or
(iv) the failure by the Company to continue in effect any Company-sponsored
benefit or compensation plan, pension plan, life insurance plan,
medical and dental plan, personal accident plan or disability plan in
which the Executive is participating at the time of a Change of
Control of the Company as defined in Section 9 (or plans providing him
with substantially similar benefits), or the taking of any action by
the Company which would adversely affect his participation in or
materially reduce his benefits under any of such plans or deprive him
at the time of the Change of Control as defined in Section 9, or the
failure by the Company to provide him with the number of paid vacation
days to which he is then entitled under the provisions of this
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Agreement; or
(v) the failure of the Company to obtain the assumption of an agreement to
perform this Agreement by any successor as contemplated in Section 12
hereof; or
(vi) any purported termination of the Executive's employment which is not
effected pursuant to a notice of termination satisfying the
requirements of this Section 10; and for purposes of this Agreement,
no such purported termination shall be effective unless such notice of
termination shall have been given pursuant to this Section 10.
(e) Death. If the Executive dies during the term of his employment
hereunder, the Executive's legal representatives shall be entitled to receive,
in addition to the death benefits provided in Section 3(k) above, his fixed
compensation as described in Sections 3(a) and (b) above, to the last day of the
calendar month in which the Executive's death shall have occurred and for twelve
(12) months thereafter.
(f) Date of Termination. For purposes of this Agreement, "Date of
Termination" shall mean:
(i) if this Agreement is terminated for Disability, thirty (30) days after
a notice of termination is given (provided that the Executive shall
not have returned to the performance of his duties on a full-time
basis during such sixty (60) day period;
(ii) if the Executive`s employment is terminated "For Cause, the date
specified in the notice of termination; and
(iii) if the Executive's employment is terminated for any other reason, the
date a notice of termination is given; provided that if within thirty
(30) days after any notice of termination is given, the party or
parties receiving such notice of termination notifies the other party
or parties that a dispute exists concerning the termination, the Date
of Termination shall be the date on which the dispute is finally
determined by a final judgement, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired
and no appeal having been perfected); provided, however, that the
Executive's action is finally adjudicated in his favor and against the
Company or that the Executive's action is settled by mutual written
agreement of the parties in the Executive's favor.
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11. Compensation Upon Termination or Expiration of Agreement
(a) During any period that the Executive fails to perform his duties
hereunder as a result of incapacity due to physical or metal illness, the
benefits shall be determined in accordance with the Company's Short-Term
Disability Policy or Long-Term Disability Insurance Plan, or a substitute plan
then in effect.
(b) If the Executive's employment shall be terminated "For Cause", the
Company shall pay him the base salary through the Date of Termination at the
rate in effect at the time notice of termination is given and the Company shall
have no further obligations to the Executive under this Agreement.
(c) If the Company shall terminate the Executive's employment for any other
reason or if the Executive shall terminate his employment "For Good Reason" and
in any event, upon the expiration of this Agreement, then the Company shall pay
the Executive the following amounts:
(i) The Executive's full base salary through the Date of Termination at
the rate in effect at the time notice of termination is given, payable
in monthly installments for the balance of the term of this Agreement
and for five (5) additional years thereafter; and
(ii) The Executive's Annual Bonus for the balance of the term and for five
(5) additional years thereafter; and
(ii} All indemnity payments as set forth in Section 10 (d)(3); and
(iv) All legal fees and expenses, if any, incurred in contesting or
disputing any termination of this Agreement or in seeking to obtain or
enforce any right or benefit provided by this Agreement; and
(v) The Company shall maintain in full force and effect, for the continued
benefit of the Executive, all employees benefit plans and programs or
arrangements in which he was entitled tO participate immediately prior
to the Date of Termination provided that the Executive's continued
participation is possible under the general terms and provisions of
such plans and programs until the earlier of: (A) the date on which
the salary payments and Annual Bonus payment cease under Section 11
subparagraphs (c) (i) and (ii), or (B)
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such time as the Executive secures new full-time employment and
comparable benefits pursuant to that employment have commenced. In the
event that the Executive's participation in any such plan or program
is barred, the Company shall arrange to provide him with benefits
substantially similar to those which he is entitled to receive under
such plans and programs. At the end of the period of coverage, he
shall have the option to have assigned to him at no cost and with no
apportionment or prepaid premiums, any assignable insurance policy
owned by the company and relating specifically to the Executive; and
(vi) If the Company shall terminate the Executive's employment for any
reason except "For Cause" or if the Executive shall terminate his
employment "For Good Reason" then the Executive shall be entitled to
receive, in addition to any benefits provided him under any employee
benefit plan maintained by the Company, an annual benefit, commencing
on the first (1st) day of the month following the Date of Termination,
equal to the benefit he would have been entitled to receive if he were
then eligible for earlier retirement under the Company's retirement
plan (or any successor thereto) , less any benefit actually paid to
him for such plan.
(d) The Executive shall not be required to mitigate the amount of any
payment provided for in this Section 11 by seeking other employment or
otherwise; provided, however, that in the event that the Company compensates the
Executive under Section 11 (c) (i) and (ii), all remuneration, wages or salary
earned by the Executive after five (5) years following the Date of Termination,
either as an employee, independent contractor or consultant to any person, firm
or corporation other than the Company, shall be a setoff to the Company's
obligation to the Executive under that subparagraph.
12. Successors; Binding Agreement
(a) The Company will require any successor (whether direct or indirect, by
purchase, merger consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
satisfactory to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if such succession had not taken place. Failure to obtain
such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle the Executive to compensation from
the Company in the same amount and on the name terms as he would be entitled
hereunder if the Executive terminated his employment for "Good Reason, except
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that for purposes of implementing the foregoing, the date on which any such
succession become effective shall be deemed the Date of Termination. As used in
this section, "Company" shall mean the Company as hereinbefore defined, and any
successor to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 12 or which otherwise becomes bound
by all the terms and provision of the Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, and legatees. If the Executive should
die while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive's devisee,
legatee, or other designee or, if there be no such designee, to the Executive's
estate.
13. Notice
(a) For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
Certified mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the Board
of Directors with a copy to the Secretary of the Company, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.
14. Legal Fees and Court Costs
In the event the Executive initiates legal action against the Company for
an alleged breach of any provision of this Agreement, and, solely in the event
the Executive's action is finally adjudicated in his favor and against the
Company, and only after such event, all reasonably necessary expenses incurred
by the Executive pursuant to such legal action will be reimbursed to the
Executive by the Company within ten (10) days of the Executive presenting an
invoice to the Company. The provisions of this Section 14 shall survive any
termination or expiration of this Agreement and remain enforceable.
15. Miscellaneous
(a) This written Agreement contains the sole and entire agreement between
the parties, and shall supersede any and all other agreements between the
parties. No agreements or representations, oral or otherwise, expressed or
implied, with
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respect to the subject matter hereof have been made by any party which are not
set forth expressly in this Agreement.
(b) No provision of this Agreement may be modified, waived, or discharged
unless such waiver, modification, or discharge is agreed to in writing signed by
the Executive and such officers as may be specifically designated by the Board
of Directors of the Company. No waiver by any party hereto at any time of the
breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent, construction, and performance of this Agreement shall be
governed by the laws of Minnesota.
(c) The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
(d) This Agreement may be executed in one or more counterparts, each of
which shall deemed to be an original but all of which together will constitute
one and the same instrument
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its seal to be affixed thereto by its officers thereunto duly authorized,
and the Executive has signed and sealed this agreement as of the day and year
first written above.
U.S. TRANSPORTATION SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------
Xxxxx Xxxxxxx
Chief Financial Officer and
Executive Vice President
/s/ Xxxxxxx Xxxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxxx
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