EMPLOYMENT AGREEMENT
----------------------
AGREEMENT, dated as of December 20, 1995, by and
between ADVANCED NMR SYSTEMS, INC., a Delaware corporation (the
"Company"), and XXXX XXXXXX ("the Executive").
WHEREAS, the Executive has been employed by the Company
pursuant to the Employment Agreement dated as of December 6, 1993
(the "1993 Agreement"), and the Company and the Executive wish to
extend the employment relationship in order that the Company will
have the continued benefit of the Executive's services by
entering into a new employment arrangement in substitution for
that under the 1993 Agreement;
WHEREAS, in accordance with the 1993 Agreement, the
Executive has devoted a portion of his executive services to
Advanced Mammography Systems, Inc. ("AMS"), a majority-owned
subsidiary of the Company for which services AMS has reimbursed
the Company; and
WHEREAS, it has been deemed that the Executive should
have separate employment agreements with the Company and AMS,
simultaneously with the execution of this Agreement, AMS and the
Executive are entering into an Employment Agreement (the "AMS
Agreement") with respect to the services that the Executive is to
render to AMS;
NOW THEREFORE, in consideration of the foregoing and
the mutual agreements contained herein, the Company and the
Executive agree as follows:
1. Employment. The Company hereby employs the
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Executive as its Chairman of the Board and Chief Executive
Officer, and the Executive accepts such employment and agrees to
perform services for the Company for the period and upon the
other terms and conditions set forth in this Agreement.
2. Term. The term of the Executive's employment
----
hereunder (the "Term") shall be for a period of five years
commencing as of the date of this Agreement (the "Commencement
Date") and terminating on December 31, 2000, subject to earlier
termination as hereafter specified. This Agreement may be
automatically extended for one (1) year terms unless either the
Company or the Executive gives the other written notice that the
Agreement is terminated prior to December 31, 1999 or thereafter
on the applicable anniversary date.
3. Position and Duties.
-------------------
3.01 Service with the Company. The Executive agrees
-------------------------
to perform such executive employment duties consistent with the
positions specified in Section 1 hereof and as the Board of
Directors of the Company shall assign to him from time to time.
The Executive also agrees to serve, during the Term hereof, as
requested by the Board, and without any additional compensation,
as a director of the Company and as an officer and/or director of
any subsidiary or affiliate of the Company. It is understood
that the Executive shall divide his full and exclusive business
time between the Company, pursuant to this Agreement, and to AMS,
pursuant to the AMS Agreement. Upon the termination or
expiration of the AMS Agreement, the Executive shall devote his
full and exclusive business time to the Company and its
subsidiaries. The Executive acknowledges that he is familiar
with the License Agreement and the Shared Services Agreement
between the Company and AMS, and agrees to observe the
obligations thereunder with respect to the Company and AMS.
3.02 Performance of Duties. The Executive agrees to
---------------------
serve the Company faithfully and to the best of his ability to
advance the business and affairs of the Company, including its
subsidiaries and affiliates, during the Term of this Agreement.
The Executive shall operate primarily out of the executive
offices located in Fort Xxx, N.J. (the "Executive Offices"), but
it is understood that the Executive shall also spend considerable
time as business operations require at the Company's office in
Wilmington, Massachusetts and he will undertake such travel as is
necessary to perform his duties under this Agreement. During the
Term hereof, as provided herein, the Executive shall not serve as
a director, employee, consultant or advisor to any other
corporation or business entity not affiliated with the Company
(other than AMS) without the prior written consent of the
Company's Executive Committee, which consent shall not be
unreasonably withheld.
4. Compensation.
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4.01 Base Salary. As compensation for all services to
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be rendered by the Executive under this Agreement and while the
AMS Agreement is in effect, the Company shall pay to the
Executive an initial base annual salary (the "Base Salary") of
$117,500. The Base Salary for the second year of this Agreement
shall automatically increase by an amount equal to at least ten
percent (10%) of the initial Base Salary for the first year.
Thereafter, the Base Salary shall be reviewed annually by the
Compensation Committee of the Company's Board of Directors with
any increases to be based upon the Company having achieved both
the revenue and net income budget projections for the immediately
preceding fiscal year. The Base Salary throughout the Term shall
be paid in installments in accordance with the Company's normal
payroll procedures and policies. Upon termination of the AMS
Agreement, the Base Salary then in effect under this Agreement
shall be increased by one hundred (100%) percent, and such
increased Base Salary shall remain in effect for the balance of
the Term hereof, subject to adjustment as provided for in this
Section 4.01.
4.02 Stock Options. The Executive shall be entitled to
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stock options for the purchase of 250,000 shares of the Company's
Common Stock exercisable over a five year period, with 50,000
shares to vest each year commencing as of the date of the grant,
which vesting may be accelerated as provided for in Section 6
hereof. He may be granted additional stock options as determined
by the Option Committee of the Board of Directors of the Company.
4.03 Participation in Benefit Plans. The Executive
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shall also be entitled, to the extent that his position, title,
tenure, salary, age, health and other qualifications make him
eligible, to participate in all employee benefit plans or
programs (including medical/dental and life insurance,
retirement, pension, vacation time, sick leave and holidays) of
the Company currently in existence on the date hereof or as may
hereafter be instituted from time to time. The Executive's
participation in any such plan or program shall be subject to the
provisions, rules and regulations applicable thereto. The
Executive shall make himself available for medical examinations
in connection with the Company obtaining any insurance on the
life of the Executive. If necessary, the participation by the
Executive in the foregoing benefit plans may be coordinated
between plans of the Company and AMS as required under any such
plans to avoid any diminution of the Executive's full
participation therein.
4.04 Expenses. During the Term hereof the Company
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shall provide the Executive with a monthly non-accountable
allowance in the amount of $675 to cover expenses that the
Executive will incur in connection with his duties hereunder,
including, among other things, the Executive's life and
disability insurance policies, pension plan and automobile
insurance. The non-accountable amount would increase to $1,350 a
month upon the termination of the AMS Agreement. Upon the
Executive incurring non-recurring expenses on behalf of the
Company, the Company shall pay or reimburse the Executive for
such expenses, in accordance with the Company's policies
established from time to time, subject to the presentment of
appropriate vouchers and receipts.
5. Protective Covenants.
---------------------
5.01 Confidential Information. Except as permitted or
------------------------
directed by the Company's Board of Directors, the Executive shall
not during the Term of this Agreement or at any time thereafter
divulge, furnish or make accessible to anyone for use in any way
(other than in the ordinary course of the business of the
Company) any confidential or secret knowledge or information of
the Company (for the purposes of this Section the term "Company"
shall be deemed to include any subsidiary or affiliate of the
Company, including AMS) which the Executive has acquired or
become acquainted with or will acquire or become acquainted with
prior to the termination of the period of his employment by the
Company, whether developed by himself or by others, concerning
any trade secrets, confidential or secret designs, processes,
formulae, plans, devices or material (whether or not patented or
patentable) directly or indirectly useful in any aspect of the
business of the Company, and confidential customer or supplier
lists of the Company, any confidential or secret development or
research work of the Company, or any other confidential or secret
aspects of the business of the Company, except as permitted or
directed by the Company's Board. The Executive acknowledges that
the above-described knowledge or information constitutes a unique
and valuable asset of the Company acquired at great time and
expense by the Company, and that any disclosure or other use of
such knowledge or information other than for the sole benefit of
the Company would be wrongful and would cause irreparable harm to
the Company. Both during and after the Term of this Agreement,
the Executive shall refrain from any acts or omissions that would
reduce the value of the use of such knowledge or information to
the Company. The foregoing obligations of confidentiality,
however, shall not apply to any knowledge or information which
is now published or which subsequently becomes generally
publicly known, other than as a direct or indirect result of the
breach of this Agreement by the Executive.
5.02 Disclosure and Assignment. The Executive shall
-------------------------
promptly disclose in writing to the Company complete information
concerning each and every invention, discovery, improvement,
device, design, apparatus, practice, process, method or product,
whether patentable or not, made, developed, perfected, devised,
conceived or first reduced to practice by the Executive within
his duties and corporate responsibilities, either solely or in
collaboration with others, during the Term of this Agreement, or
within six (6) months thereafter, whether or not during regular
working hours, relating directly to the business, products or
practices of the Company (hereinafter referred to as
"Inventions"). The Executive, to the extent that he has the
legal right to do so, hereby acknowledges that any and all of
said Inventions are the property of the Company and hereby
assigns and agrees to assign to the Company any and all of the
Executive's right, title and interest in and to any and all of
said Inventions.
5.03 Future Inventions. As to any future Inventions
----------------
made within his duties and corporate responsibilities by the
Executive which relate to the business, products or practices of
the Company and which are first conceived or reduced to practice
during the Term of this Agreement, but which are claimed for any
reason to belong to an entity or person other than the Company,
the Executive shall promptly disclose the same in writing to the
Company and shall not disclose the same to others if the Company,
within twenty (20) days thereafter, shall claim ownership of such
Inventions under the terms of this Agreement.
5.04 Assistance of the Executive. Upon request and
---------------------------
without further compensation therefor, but at no expense to the
Executive, and whether during the Term of this Agreement or
thereafter, the Executive shall do all lawful acts, including,
but not limited to, the execution of papers and lawful oaths and
the giving of testimony, that in the opinion of the Company, its
successors and assigns, may be necessary or desirable in
obtaining, sustaining, reissuing, extending or enforcing United
States, Canadian and foreign Letters Patents, including, but not
limited to, design patents, on any and all of said Inventions,
and for perfecting, affirming and recording the Company's
complete ownership and title thereto, and to cooperate otherwise
in all proceedings and matters relating thereto.
5.05 Records. The Executive shall keep complete,
--------
accurate and authentic accounts, notes, data and records of all
Inventions in the manner and form requested by the Company. Such
accounts, notes, data and records shall be the property of the
Company. Upon termination of his employment with the Company,
the Executive shall deliver promptly to the Company all records,
manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, data, tables, calculations or copies
thereof, which are the property of the Company and which relate
in any way to the business, products, practices or techniques of
the Company, and all other property, trade secrets and
confidential information of the Company, including, but not
limited to, all documents which in whole or in part contain any
trade secrets or confidential information of the Company, which
in any of these cases are in his possession or under this
control.
5.06 Non-Competition. The Executive agrees that during
----------------
the Term of his employment hereunder and for a period of one (l)
year following the termination of such employment (except if this
Agreement is not renewed at end of any then Term, the foregoing
period shall be six (6) months following such termination of
employment) he shall not (i) directly or indirectly within the
geographical area in which the Company is manufacturing and
marketing its products engage in competition with the Company by
being an employee, shareholder, sole proprietor, partner, member
or consultant to an entity which is engaged in a business (the
"Competitive Business") similar to that conducted by the Company
at any time during the six (6) month period preceding his
termination of employment hereunder or which at the time of such
termination the Company had definitive plans to enter, or (ii) on
his own behalf or in the service of others solicit, divert or
attempt to solicit or divert any person then employed by the
Company. The restrictions in this Section 5.06 shall not apply
with respect to (i) a passive investment by the Executive of less
than 5% of the outstanding shares of capital stock of any
corporation or other business entity, (ii) employment by the
Executive with an entity in a management capacity in an area of
business which is not, directly or indirectly, a Competitive
Business, or (iii) a termination of this Agreement by the Company
other than for cause pursuant to Section 6.04 hereof or by the
Executive for cause pursuant to Section 6.05 hereof or upon a
change of control pursuant to Section 6.06 hereof. To the extent
that the employment of the Executive by AMS pursuant to the AMS
Agreement is deemed to be employment in a Competitive Business,
the Company hereby consents to such employment and waives any
claims that it may have against the Executive for breach of this
Section 5.06 by reason of such employment with AMS.
5.07 Remedies. The Executive agrees that it would be
--------
difficult to compensate the Company fully for damages for any
violation of the provisions of this Agreement, including without
limitation the provisions of this Section 5. Accordingly, the
Executive specifically agrees that the Company shall be entitled
to temporary and permanent injunctive relief to enforce the
provisions of this Agreement. This provision with respect to
injunctive relief shall not, however, diminish the right of the
Company to claim and recover damages in addition to injunctive
relief.
6. Termination.
-----------
6.01 Death of the Executive. This Agreement shall
----------------------
automatically terminate in the event of the death of the
Executive. In the event this Agreement is terminated by reason
of the death of the Executive, the Company shall pay the
representative of the Executive (i) any accrued amount of the
Base Salary (and any Bonus), benefits, reimbursements or other
sums payable pursuant to this Agreement accrued to the date of
death, (ii) an amount equal to two (2) times the Base Salary in
effect at the time of his death, fifty (50%) percent payable
within thirty (30) days from the date of death and the remaining
fifty (50%) percent in twelve (12) equal consecutive monthly
installments, commencing on the first day of the month
immediately following the month in which the Executive died, and
(iii) an amount equal to the product of (A) any Bonus the Company
had paid to the Executive for the immediately preceding year of
this Agreement multiplied by (B) a fraction the numerator of
which shall be the number of whole months during the current year
hereof prior to the month in which the Executive died and the
denominator shall be 12; and the Company shall cause all stock
options and other equity based awards granted by the Company to
the Executive to become fully vested and immediately exercisable
by the Executive's estate subject to their respective terms.
6.02 Disability of the Executive. (a) If the
---------------------------
Executive is determined to be disabled pursuant to this Section,
within thirty (30) days of such determination of disability, the
Company shall have the option to terminate this Agreement by
written notice to the Executive stating the date of termination
which date may be at any time subsequent to the date of such
determination. For purposes of this Section 6.02, "disability"
shall mean a condition, due to illness or injury, either physical
or mental, subject to which the Executive is unable to perform
his customary duties and responsibilities as required by this
Agreement for more than six (6) months in the aggregate out of
any period of twelve (12) consecutive months. The determination
that the Executive is disabled shall be made by the Executive
Committee of the Company, based upon an examination and
certification by a qualified physician selected by the Company
and subject to the Executive's approval, which approval shall not
be unreasonably withheld.
(b) In the event this Agreement is terminated by reason
of the disability of the Executive, (i) the Company shall pay to
the Executive the accrued amount of the Base Salary (and any
Bonus), prorated through the date of termination (other than
expense reimbursements which shall be paid in full), if, as and
when such amounts would be paid but for the termination of this
Agreement, (ii) the Executive's inclusion in the Company's health
plan shall continue at the expense of the Company for a period of
ninety (90) days, provided the Executive does not obtain any
employment during that time which provides him with comparable
health plan coverage and also subject to any changes in such plan
as applicable to other executive officers, (iii) the Company
shall pay to the Executive an amount equal to (A) two (2) times
his then Base Salary, less (B) the aggregate amount of all income
disability benefits which he may be entitled to during the first
twenty-four (24) months after termination by reason of disability
policies for which the Company paid the premiums thereon,
commencing on the first day of the month immediately following
the month during which the foregoing termination of employment
occurred, and payable in twenty-four (24) equal consecutive
monthly installments, (iv) the Company shall pay to the Executive
an amount equal to the product of (A) any Bonus such Company had
paid to the Executive for the immediately preceding year of this
Agreement multiplied by (B) a fraction, the numerator of which
shall be the number of whole months during the current year
hereof that the Executive was an employee of the Company and the
denominator shall be 12, and (v) all stock options and other
equity based awards granted by the Company to the Executive shall
become fully vested and immediately exercisable subject to their
respective terms.
6.03 By the Company For Cause. The Company may
-------------------------
terminate this Agreement for cause at any time. For purposes of
this Section 6.03, the term "cause" shall be limited to (i) the
willful engaging by the Executive in misconduct which is
materially injurious to the Company or its subsidiaries or
affiliates, (ii) the conviction of the Executive of a crime
involving any financial impropriety or which would materially
interfere with the Executive's ability to perform his services
required under this Agreement or otherwise be materially
injurious to the Company or its subsidiaries or affiliates, or
(iii) the failure of the Executive to perform in any material
respect any of his material obligations under this Agreement
without proper justification, which failure is not cured within
ten (10) days after notice thereof from the Company. For the
purposes of this Section 6.03, no act, or failure to act, on the
Executive's part shall be considered willful unless done, or
admitted to be done, by the Executive in bad faith and without
reasonable belief that such action or omission was in the best
interest of the Company. In the event this Agreement is
terminated pursuant to this Section 6.03, the Executive shall not
be entitled to any compensation other than his then current Base
Salary which has accrued through his date of termination, subject
to the Company's right of offset based upon acts of the Executive
which gave rise to the termination, and any other claims which
the Company may then have against the Executive, and all stock
options and other equity based awards granted by the Company to
the Executive which have not yet vested shall terminate.
6.04 By the Company Not for Cause. If the Company
----------------------------
terminates this Agreement other than for cause as defined in
Section 6.03 hereof prior to the end of the then Term hereof, the
Executive shall be entitled to (i) an amount equal to two (2)
times the Base Salary in effect at the time of termination, fifty
(50%) percent payable within thirty (30) days from the date of
termination and the remaining fifty (50%) percent in twelve (12)
equal consecutive monthly installments, commencing on the first
day of the month immediately following the month in which the
Agreement is terminated pursuant to this Section 6.04, (ii) any
payments owed by the Company which have accrued through his date
of termination shall be paid upon termination, (iii) any Bonus
through the end of the current fiscal year shall be paid promptly
after calculation of any such Bonus, (iv) the continuation of his
participation in the health plan at the expense of the Company
for a period of two (2) years subject to termination of such
health benefits upon the Executive becoming covered by a
comparable plan offered by a subsequent employer and also subject
to any changes in such plan as applicable to other executive
officers, and (v) the immediate vesting and exercise of all stock
options and other equity based awards granted by the Company to
the Executive, subject to their respective terms.
6.05 By the Executive for Cause. The Executive may
--------------------------
terminate this Agreement for cause at any time upon written
notice given to the Company not more than thirty (30) days after
the Executive becomes aware of an event which may constitute
"cause." For purposes of this Section 6.05, the term "cause"
shall be limited to (I) the failure of the Company to perform in
any material respect any of its material obligations under this
Agreement without proper justification, and such failure
continues for at least fifteen (15) days after written notice
from the Executive to the Company specifying the nature of the
alleged failure, (II) the removal of the Executive as Chairman of
the Board and/or Chief Executive of the Company or a change in
responsibilities or functions of the Executive without his prior
written consent or (III) the relocation of the Executive Offices
of the Company to a site more than 30 miles away from the current
Executive Offices without the prior written consent of the
Executive. In the event that the Executive terminates this
Agreement pursuant to this Section 6.05, the Executive shall then
be entitled to: (i) a severance payment equal to an amount equal
to three (3) times his then Base Salary if the termination date
is within two (2) years of the Commencement Date or two (2) times
his then Base Salary if the termination date is more than two (2)
years after the Commencement Date, payable within thirty (30)
days after the termination of this Agreement by reason of this
Section 6.05, (ii) any payments owed by the Company which have
accrued through his date of termination shall be paid upon
termination, (iii) any Bonus through his date of termination
shall be paid promptly after calculation of any such Bonus,
(iv) the continuation of his participation in the Company's
health plan at the expense of the Company for a period of two (2)
years subject to termination of such health plan coverage
benefits upon the Executive becoming covered by a comparable plan
offered by a subsequent employer and also subject to any changes
in such plan as applicable to other executive officers, and (v)
the immediate vesting and exercise of all stock options and other
equity based awards granted by the Company to the Executive,
subject to their respective terms.
6.06 Change in Control of the Company. If, at anytime
---------------------------------
during the Term hereof, a change in control of the Company (as
defined in Section 6.07 hereof) occurs, then within sixty (60)
days after his receipt of written notice of such change in
control of the Company, the Executive may, by written notice to
the Company (or its successor), terminate this Agreement. In the
event of said termination, (i) the Executive shall receive a lump
sum payment equal to 2.99 times his then current Base Salary,
payable within thirty (30) days after termination of this
Agreement, (ii) the Company (or its successor) shall maintain, at
its expense, the health plan coverage of the Executive for a
period of twelve (12) months after such termination, subject to
termination of such health plan coverage benefits upon the
Executive becoming covered by a comparable plan offered by a
subsequent employer and also subject to any changes in such plan
as applicable to other executive officers and (iii) all stock
options and other equity based awards granted by the Company or
AMS to the Executive shall become fully vested and exercisable
subject to their respective terms; provided, however, if the
------- --------
amount to be paid or distributed to the Executive pursuant to
this Section 6.06 (taken together with any amounts otherwise to
be paid or distributed to the Executive by the Company) (such
amounts collectively the "Section 6.06 Payment") would result in
the application of an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any
successor or similar provision thereto, the Section 6.06 Payment
shall not be paid or distributed in the amounts or at the times
otherwise required by this Agreement, but shall instead be paid
or distributed annually, beginning within thirty (30) days after
the termination date pursuant to Section 6.06 hereof and
thereafter on each anniversary thereof, in the maximum
substantially equal amounts and over the minimum number of years
that are determined to be required to reduce the aggregate
present value of Section 6.06 Payment to an amount that will not
cause any Section 6.06 Payment to be non-deductible under Section
280G of the Code. For purposes of this Section 6.06, present
value shall be determined in accordance with Section 280G(d)(4)
of the Code. All determinations to be made under the foregoing
proviso to this Section 6.06 shall be made by the accounting firm
which served as the Company's independent public accountant
immediately prior to the change of control (the "Accounting
Firm"), which firm shall provide its determinations and any
supporting calculations both to the Company and the Executive
within twenty (20) days of the termination date. Any
determination by the Accounting Firm shall be binding upon the
Company and the Executive.
6.07 Change of Control, Defined. "Change of control
---------------------------
of the Company" shall be deemed to have occurred if:
(a) any "person" or "group" (as "person" and "group"
are defined in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), other
than (i) the Executive or a person controlled by him, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company, (iii) a person or group by reason of
a transaction with the Company approved by the Company's Board of
Directors as constituted in accordance with Subsection (b) below,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 15% or more of the
combined voting power of the Company's then outstanding
securities; or
(b) individuals who on the Commencement Date
constitute members of the Board of Directors, or successors
chosen by such individuals, shall cease for any reason to
constitute a majority of the whole Board of Directors.
6.08 Mitigation. In the event this Agreement is
---------
terminated pursuant to Section 6.04, 6.05 or 6.06 hereof, the
Executive shall not be required to mitigate the amount of any
payment that the Company becomes obligated to make to the
Executive in connection with this Agreement, by seeking other
employment otherwise, and there shall be no offset against any
payment for any remuneration the Executive may receive from any
subsequent employment or any other source.
7. Assignment and Inurement. This Agreement shall
------------------------
inure to the benefit of and be binding upon the parties hereto
and their respective heirs, successors, administrators,
successors and permitted assigns. The Company may, without the
consent of the Executive, assign its rights and obligations under
this Agreement to any corporation, firm or other business entity
with or into which the Company may merge or consolidate, or to
which the Company may sell or transfer all or substantially all
of its assets or of which fifty (50%) percent or more of the
equity investment and of the voting control is owned, directly or
indirectly, by, or is under common ownership with, the Company,
provided there is no change in the rights of the Executive or the
obligations of any such assignee by reason of such assignment and
to the Executive's right to terminate this Agreement pursuant to
Section 6.05 or 6.06 hereof.
8. Miscellaneous.
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8.01 Governing Law. This Agreement is made
-------------
under and shall be governed by and construed in accordance with
the laws of the State of Massachusetts, subject to any principles
of conflict of laws.
8.02 Prior Agreements. This Agreement contains
----------------
the entire agreement of the parties relating to the subject
matter hereof and supersedes all prior agreements and
understandings with respect to such subject matter, including,
without limitation, the 1993 Agreement. The parties hereto have
made no agreements, representations or warranties relating to the
subject matter of this Agreement which are not set forth herein.
8.03 Withholding Taxes. The Company may withhold
-----------------
from any benefits payable under this Agreement all federal,
state, city and other taxes as shall be required pursuant to any
law or governmental regulation or ruling.
8.04 Legal Expenses. In the event the Executive
--------------
institutes any judicial or other legal proceeding to enforce his
rights under this Agreement or defends any claims asserted
against him arising out of this Agreement, the Company shall
reimburse him for his legal fees and expenses with respect to all
portions of any such proceedings or claims for which the
Executive is successful. The obligation of the Company in this
Section 8.04 shall be separate from any claim that the Executive
may have for indemnification against the Company, whether by
statute, agreement or otherwise.
8.05 Amendments. No amendment, modification or
----------
termination of this Agreement shall be deemed effective unless
made in writing signed by the party against whom enforcement of
the amendment, modification or termination is sought. Any
written waiver hereunder shall not be deemed a continuing waiver
unless specifically stated, shall operate only as to the specific
term or condition for the future or as to any act other than that
specifically waived.
8.06 Notices. Any notice, request, demand or
--------
other document to be given hereunder shall be in writing, and
shall be delivered personally or sent by registered, certified
or express mail or facsimile followed by mail as follows:
If to the Company:
Advanced NMR Systems, Inc.
00 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx Xxxx, President
FAX: (000) 000-0000
If to the Executive:
Xxxx Xxxxxx
000 Xxxx Xxxxxx Xxx.
Xxxxxxxxx, Xxx Xxxxxx 00000
FAX: (000) 000-0000
or to such other address as either party hereto may hereinafter
duly give to the other.
8.07 Severability. To the extent any provision of
------------
this Agreement shall be invalid, illegal or unenforceable, it
shall be considered deleted here from and the remainder of such
provision and of this Agreement shall be unaffected and shall
continue in full force and effect. In furtherance and not in
limitation of the foregoing, should the duration or geographical
extent of, or business activities covered by any provision of
this Agreement be in excess of that which is valid or enforceable
under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may valid
and enforceable be covered. The Executive and the Company
acknowledge the uncertainty of the law in this respect and
expressly stipulates that this Agreement be given the
construction which renders its provisions valid and enforceable
to the maximum extent (not exceeding its express terms) possible
under applicable law.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year set forth above.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxx, President
-----------------------------
Xxxxxxx Xxxx, President
/s/ Xxxx Xxxxxx
------------------------
Xxxx Xxxxxx
