EXHIBIT 10.10
EMPLOYMENT AGREEMENT
Employment Agreement ("Agreement") dated as of 15 November, 1999
between Virtual Presence Limited, a corporation incorporated under the laws of
England and having its registered office at Pridie Xxxxxxxx, Xxxxxxx Xxxxx,
00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (the "Company"), and Xxxx Xxxxxx Xxxxx,
of 29 New Concordia Xxxxx, Xxxx Xxxxxx, Xxxxxx XX0 0XX (the "Employee").
ARTICLE I
EMPLOYMENT
The Company hereby employs the Employee, and the Employee accepts
employment with the Company, upon the following terms and conditions:
1.01 Employment. The Company hereby employs the Employee, and the Employee
agrees to serve, as the Managing Director of the Company and its subsidiaries
(the "Subsidiaries") during the term of this Agreement. Subject to the powers of
the Board of Directors of the Company and each Subsidiary, the Employee shall
actively manage and have responsibility for and supervision over all the
business activities and affairs of the Company and the Subsidiaries, and he
shall manage, supervise and direct its officers, employees and agents with
respect to the business of the Company and the subsidiaries. The Employee agrees
to devote his full business time and attention and best efforts to the affairs
of the Company and the Subsidiaries during the term of his Agreement.
1.02 Term. The employment of the Employee by the Company under the terms and
conditions of this Agreement will commence as of 15 November 1999 and continue
until 14 November 2002 (the "Term") unless terminated sooner in accordance with
the provisions of Article IV.
ARTICLE II
COMPENSATION
2.01 (a) Annual Salary. During the Term the Company shall pay to the Employee an
annual salary of the Pound Sterling equivalent of U.S.$150,000 (the "Base
Salary") payable in equal installments every month. The President of Muse
Technologies, Inc. (hereinafter, the "President" and "Muse", respectively) shall
review the performance of the Employee annually and thereafter, at the sole
discretion of the President, determine whether the Employee is entitled to an
increase in the Base Salary.
(b) Performance Bonus. In addition to any other compensation to be received
pursuant to this Agreement, the Employee shall be entitled to receive a
quarterly
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performance bonus (the "Performance Bonus") of 30% (the "Bonus Rate") of the
Base Salary earned each calendar quarter based upon the Company achieving
quarterly revenue and profit targets or other similar objectives established
and/or amended from time to time by the President with the approval of the
compensation committee of Muse for each fiscal quarter which ends during the
Term (or a partial fiscal year in the case of death, a determination of
Permanent Disability (as hereinafter defined) or expiration of the Term). The
President and compensation committee of Muse shall review the performance of the
Employee annually and, thereafter, determine whether the Employee is entitled to
an increase in the Bonus Rate. The Performance Bonus shall be paid in cash
periodically as the President directs, but no less frequently than annually,
promptly after the close of each fiscal quarter of the Company and of the
preparation of fiscal quarter end financial statements, but in no event later
than 90 days from such fiscal quarter end. Notwithstanding the foregoing, the
Performance Bonus for the Employee for fiscal year 1999 shall be determined by
the President, independent of any established revenue and profit targets or
other similar objectives established by the President and approved by the
compensation committee of Muse for 1999.
(c) Signing Bonus. Upon the commencement of employment under this Agreement on
15 November, 1999, the Company will pay the Employee an additional one-time
amount of the Pound Sterling equivalent of U.S.$50,000.
2.02 Stock Options. The Employee will be eligible to receive grants of stock
options under the Stock Option Plan of Muse as the Board of Directors of Muse
shall determine. As of the date of this Agreement, subject to the terms of the
Stock Option Plan, the Employee shall be granted stock options under the Muse's
Stock Option Plan exercisable for 90,000 shares of common stock of Muse and
vesting as to 30,000 shares on each of the first, second and third anniversary
dates of the commencement of employment under this Agreement at an exercise
price per share equal to the exercise price per share granted under the Stock
Option Plan, in the event the Employee's employment with the Company has not
been terminated prior to each such vesting date, as the case may be.
2.03 Reimbursement of Expenses. The Employee shall be entitled to receive prompt
reimbursement of all reasonable expenses incurred by the Employee in performing
services hereunder, including all expenses of travel, entertainment and living
expenses while away from office on business at the request of, or in the service
of, the Company or any Subsidiary, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures and approved
operating budget established by the Company.
2.04 Benefits/Car. The Employee shall be entitled to participate and be covered
by all health, insurance, pension and other employee plans and benefits
established by the Company (collectively referred to herein as the "Company
Benefit Plans") for it employees generally, subject to meeting applicable
eligibility requirements. The Company shall provide a motor car for the use of
the Employee on business and for personal use until the expiry of the lease of
the car that the Employee is currently driving.
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2.05 Vacation and Holidays. During the Term, the Employee shall be entitled to
an annual vacation leave of a minimum of four weeks at full pay. The Employee
shall also be entitled to such holidays as are established by the Company for
all employees and such other religious holidays as is customary pursuant to the
Employee's religious practice. Vacation entitlement under this Agreement does
not accrue in respect of any period of unauthorised absence or any period of
absence in excess of 18 weeks in total in any calendar year. The Employee will
not be entitled to be paid salary in lieu of vacation. If, however, the Employee
leaves employment with the Company during any calendar year during the Term, the
Employee will be paid additional salary in lieu of any accrued vacation
entitlement in respect of such calendar year or, as the case may be, will
reimburse the Company on the same basis in respect of any vacation taken in
excess of the Employee's entitlement in respect of such calendar year. In each
case the amount will be calculated to the date when this Agreement is
terminated.
2.06 Sickness, Injury and Other Absences. Except for a termination due to
Permanent Disability (as provided for in Section 4.02(e)), it is entirely at the
Company's discretion whether or not to make any payment to the Employee while
the Employee is absent from work through sickness, injury or other reason. All
cases will be considered on their merits. Generally, however, the present policy
of the Company, which it reserves the right to change at any time in respect of
any individual employee(s), is as follows:
(1) During the first 12 months of continuous employment with the Company:
(a) for any period of sickness or injury up to a cumulative total
of 10 working days, the Employee will be paid sick pay at his normal
rate of pay, inclusive of any statutory sick pay ("SSP") entitlement;
(b) for any periods of sickness or injury in excess of a
cumulative total of 10 working days duration, the Employee will be paid
sick pay at 50% of his normal rate of pay, inclusive of any SSP
entitlement, up to a total of a further 25 cumulative working days at
that rate;
(c) for any period of sickness or injury in excess of a cumulative
total of 35 working days, the Employee will be paid any SSP entitlement
only.
(2) After 12 months of continuous employment with the Company:
(a) for any periods of sickness or injury up to a cumulative total
of 10 working days, the Employee will be paid sick pay at his normal
rate of pay, inclusive of any SSP entitlement;
(b) for any periods of sickness or injury in excess of a
cumulative total of 10 working days duration, the Employee will be paid
sick pay at 50% of his normal rate of pay, inclusive of any SSP
entitlement, up to a total of a further 55 cumulative working days at
that rate;
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(c) for any periods of sickness or injury in excess of a
cumulative total of 65 working days, the Employee will be paid any SSP
entitlement only.
(3) After 24 months continuous employment with the Company:
(a) for any periods of sickness or injury up to a cumulative total
of 10 working days, the Employee will be paid sick pay at his normal
rate of pay, inclusive of any SSP entitlement;
(b) for any periods of sickness or injury in excess of a
cumulative total of 10 working days duration, the Employee will be paid
sick pay at 75% of his normal rate of pay, inclusive of any SSP
entitlement, up to a total of a further 25 cumulative working days at
that rate;
(c) for any periods of sickness or injury in excess of a
cumulative total of 35 working days duration, the Employee will be paid
sick pay at 50% of his normal rate of pay, inclusive of any SSP
entitlement, up to a total of a further 30 cumulative working days at
that rate; and
(d) for any periods of sickness or injury in excess of a
cumulative total of 65 working days and up to any termination due to
Permanent Disability (as provided for in Section 4.02(e)), the Employee
will be paid any SSP entitlement only.
(4) The Employee may be required to visit the Company doctor where
necessary to ascertain his fitness for work. If the Employee is asked to visit
the Company doctor, he will report to the Company and his agreement to such
attendance is implied by these conditions.
ARTICLE III
CONFIDENTIALITY AND NONDISCLOSURE
3.01 Confidentiality. The Employee will not during his employment by the Company
or thereafter at any time disclose, directly or indirectly, to any person or
entity or use, or permit the use of, any trade secrets or confidential
information relating to the Company, any Subsidiary and/or Muse or any
subsidiary thereof (the "Confidential Information") except as required by law.
"Confidential Information" shall include, but shall not be limited to, the terms
of any agreement for the development or commercialisation of any hardware or
software or technology related thereto, the terms of any license, marketing,
sales or distribution agreement relating to any of the foregoing, and all
information denominated as "Confidential" and made available only on a
restricted basis: provided however, that "Confidential Information" shall not
include information which comes into the public domain through no fault of the
Employee or which the Employee obtains after the termination of employment with
the Company or otherwise from a third party who, to the knowledge of the
Employee, has the right to disclose such information.
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3.02 Return of Company Material. The Employee shall promptly deliver to the
Company on termination of the Employee's employment with the Company, for
whatever the reason, or at any time the Company may so request, all Company,
Subsidiary or Muse memoranda, notes, records, reports, manuals, drawings,
computer software, and all documents containing Confidential Information
belonging to the Company, any Subsidiary or Muse, including all copies of such
materials which the Employee may then possess or have under the Employee's
control irrespective of the format of such materials.
3.03 Non-Competition. During the Term and for a one year period thereafter (the
"Non-Compete Period") the Employee will not, directly or indirectly, without the
consent of the President: (i) directly or indirectly, own, manage, operate,
join, control, or participate in or be connected with, as an officer, employee
partner, stockholder, director, adviser, consultant, or agent (whether paid or
unpaid), any business, which is at the time engaged in any activities which
compete with the business of the Company or any Subsidiary (a "Business"); the
foregoing provision being also intended to prohibit the Employee from acquiring
or holding in excess of 5% of any issue of stock or securities of any Business
which has any securities listed on a national securities exchange or quoted in
the daily listing of over-the-counter market securities; directly or indirectly,
(ii) utilize any employees of the Company or any Subsidiary to perform any
service which conflicts with their full-time employment with the Company or the
Subsidiary, as the case may be, or otherwise take actions which result in the
termination of any employee's relationship with the Company or any Subsidiary;
and (iii) directly or indirectly, either on the Employee's own account or for
any other person, firm, company or other entity in competition with the Company
or any Subsidiary, solicit, canvass, entice, sell to or deal with be employed by
or directly or indirectly supply any services to any person, firm, company or
other entity who was a client of the Company or any Subsidiary or with whom the
Company or any Subsidiary was in the habit of dealing at the time during the
period of one (1) year prior to the date of termination of this Agreement.
3.04 Right to Injunctive and Equitable Relief As a result of the Employee's
position as an employee manager and director of the Company the Employee's
obligations not to disclose or use Confidential Information and to refrain from
the activities described in this Article III are of a special and unique
character which gives them a peculiar value, and which is supported by valuable
consideration. The Company cannot be reasonably or adequately compensated in
damages in an action at law in the event the Employee breaches such obligations.
Therefore, the Employee expressly agrees that the Company shall be entitled to
injunctive and other equitable relief without bond or other security in the
event of such breach in addition to any other rights or remedies which the
Company may possess. Furthermore, the obligations of the Employee and the rights
and remedies of the Company under this Article III are cumulative and in
addition to, and not in lieu of, any obligations, rights, or remedies created by
applicable law relating to misappropriation or theft of trade secrets or
confidential information.
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ARTICLE IV
TERMINATION
4.01 Termination by the Company. Subject to the Disability Discrimination Xxx
0000, the Company may terminate the Employee's employment hereunder as follows:
(a) Upon the death of the Employee, whereupon this Agreement shall
immediately terminate;
(b) Upon a determination of Permanent Disability; "Permanent
Disability" shall mean a physical or mental incapacity as a result of which
the Employee becomes totally unable to continue the performance of his
duties hereunder for a period of 180 consecutive days or an aggregate of
270 days in any 24 month period. A determination of Permanent Disability
shall be subject to the certification of a qualified medical doctor agreed
to by the Company and the Employee or, in the event of the Employee's
incapacity to designate a doctor, the Employee's legal representative. In
the absence of agreement between the Company and the Employee, each party
shall nominate a qualified medical doctor and the two doctors so nominated
shall select a third doctor, who shall make the determination as to the
occurrence and continuance of a Permanent Disability; or
(c) For cause. "Cause" shall mean only the following:
(i) the wilful and, after written notice and a reasonable
opportunity to cure, continued failure by the Employee to follow
the reasonable directions of the Board of Directors not
inconsistent with this Agreement (other than such failure
resulting from the Employee's incapacity due to physical or
mental illness);
(ii) wilful and, after written notice and a reasonable
opportunity to cure, continued misconduct by the Employee that
materially adversely affects the Company, Muse or any Subsidiary;
(iii) conviction of an indictable offence or guilty plea or plea
of nolo contendre to a crime or offence relating to the
performance of the Employee's duties to the Company;
(iv) wilful theft from the Company or any Subsidiary;
(v) a wilful violation of any law, rule or regulation, or the
imposition of a final order issued by any regulatory authority
against the Company, which, in any event, prohibits the Employee
from holding a position with the Company or any Subsidiary;
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(vi) the Employee's habitual drunkenness or habitual use of
illegal substances, after notice to cease and the opportunity
provided by the Company to enter into and successfully complete a
reputable rehabilitation program at the expense of the Company;
or
(vii) the Employee fails to substantially perform any material
term or provision of this Agreement.
For purposes of this Agreement, no act, or failure to act, on the
Employee's part shall be considered "willful" unless done, or omitted to be
done, by the Employee in bad faith and without a reasonable belief that such
action or omission by the Employee was in the best interests of the Company, and
no termination by the Company for "Cause" shall be effective unless the Employee
all have been given written notice of the breaches of this Section 4.01(c) (i)
and (ii) for a period of 30 days within which to cure any such breach, provided
that such curative period shall be permitted only once in any 12 month period.
4.02 Payments on Termination
(a) Termination for Cause. In the event of termination pursuant to
Section 4.01(c), the Employee shall receive no termination payments,
and shall be entitled to receive, in lieu of any other payment or
benefits, his accrued but unpaid salary at the rate provided in
Section 2.01(a) (as increased from time to time by the Company), plus
any amounts earned but unpaid for any prior completed fiscal or
calendar quarter including discretionary bonuses for any prior
calendar or fiscal year, and any reimbursable expenses incurred prior
to the date of termination (collectively, the "Accrued Obligations").
(b) Termination as a Result of Death. In the event of termination
pursuant to Section 4.01(a), the Employee's estate or beneficiaries,
as the case may be, shall be entitled to receive, in addition to any
other payments or benefits hereunder, (i) the proceeds from any
insurance policies paid for by the Company in favor of the Employee's
estate or beneficiaries, and (ii) any Accrued Obligations. Such
amounts shall be paid promptly in a lump sum in cash. In addition, all
stock options that are unvested at the date of termination shall vest,
and the restriction on any stock options or stock held by the Employee
shall terminate.
(c) Termination Without Cause or For Good Reason. In the event of
termination by the Company without Cause or by the Employee for Good
Reason, the Employee shall be entitled to receive (i) Accrued
Obligations through the date of termination, plus (ii) an amount equal
to his Base Salary or a greater amount determined in the sole
discretion of the President (each of the amounts in subclauses (i) and
(ii) payable in a lump sum in cash within 30 days after the date of
termination), (iii) continuation, at the Company's expense, if
allowable by law, of any group health, life insurance and long-term
disability coverages at the levels in effect on the Employee's date of
termination for a period of twelve months
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following such date of termination, and (iv) all stock options held by
the Employee shall automatically vest, and the restriction on any
stock options or stock held by the Employee shall terminate.
(d) Voluntary Termination. If the Employee shall voluntarily
resign for other than Good Reason, he shall be entitled only to
Accrued Obligations through the effective date of such resignation or
voluntary termination, and that any such amounts shall be promptly
paid in a lump sum in cash.
(e) Termination due to Permanent Disability. If the Employee's
employment hereunder is terminated as a result of Permanent
Disability, in lieu of any other payments or benefits (other than any
such disability benefits he may receive), he shall he paid a single
lump sum in cash within thirty (30) days of the date of his
termination, of an amount equal to (i) all Accrued Obligations plus
(ii) all unpaid salary, whether or not accrued, remaining through the
Term. In addition, the unvested portion of any stock options held by
the Employee on such date shall vest, and any restriction on any stock
options or stock held by the Employee shall terminate.
(f) General Release. Prior to the Employee's receipt of any
termination payment under this Section 4.02, the Employee shall issue
a general release to the Company in such form as the Company may
reasonably require, which release shall extinguish all actual or
potential claims or causes of action he has, may have had or hereafter
may have against the Company. The Company shall simultaneously provide
a release to the Employee in the form mutatis mutandis given to the
Company by the Employee.
(g) Other Payments Upon Termination. If notice of termination of
the Employee is given by the Employee or the Company, the Employee
shall continue to receive his Base Salary (as increased from time to
time by the President), bonus payments and benefits as provided in
Article II until the date of termination, and shall also be entitled
to reimbursement for reimbursable expenses as set forth in Section
2.02.
(h) Company's Option to Terminate Employee after Notice of
Termination. The Company, or, if notice is given by the Company, the
Employee, may, at any time during the period after notice of
termination by the Employee or the Company and before the date of
termination specified in the notice given in accordance with Section
4.01, as the case may be (the "Notice Period"), elect to terminate
this Agreement and the Employee's employment hereunder immediately. In
such event the Company shall pay the Employee an amount equal to all
Accrued Obligations he would have received or been entitled to for the
duration of the Notice Period at the rate provided in Article II. Such
amounts shall be paid within five (5) days after the election pursuant
to this Section 4.02(h). Nothing contained in this Section 4.02(h)
shall be deemed to reduce in
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any way any amounts due the Employee pursuant to any other term or
provision of this Article IV.
ARTICLE V
ASSUMPTION OF OBLIGATIONS BY SUCCESSOR TO COMPANY
5.01 Merger etc.: Change of Control
In the event of a future disposition of the properties and business of
the Company substantially as an entirety by merger, consolidation, sale of
assets, reorganization or otherwise, then the Company may elect:
(i) to assign this Agreement and all of its rights and
obligations hereunder to the acquiring, surviving or reorganized
entity; provided that such entity shall assume in writing all of
the obligations of the Company hereunder; and provided further,
that the Company (in the event and so long as it remains in
existence) shall remain liable for the performance of its
obligations hereunder in the event of a breach of this Agreement
by the acquiring, surviving or reorganized entity; or
(ii) in addition to its other rights of termination, to
terminate this Agreement upon at least 90 days' written notice
and by paying the Employee an amount equal to (a) all Accrued
Obligations through the date of termination, plus (b) an amount
equal to his Base Salary for one year, and all such amounts
pursuant to subclauses (a) and (b) shall be payable in a single
lump sum within 30 days after the date of termination. In
addition, upon the date of termination hereunder, (A) all stock
options which the Employee then holds which have not vested shall
immediately vest, (B) the restrictions on any stock held by the
Employee shall terminate, and (C) the Employee, at the Company's
expense, if allowable by law, shall continue to be a participant
in any group health, life insurance and long-term disability
plans or programs maintained by the Company at the level in
effect on the Employee's date of termination for a period of
twelve months following his date of termination.
ARTICLE VI
GENERAL PROVISIONS
6.01 Electronic Mail. The Employee acknowledges that during the course of his
work that he will have access to the Company's Internet and electronic mail
systems and that these systems are provided for business purposes only. The
Employee agrees to erase and not pass on under any circumstances any unsolicited
"junk mail" or offensive Internet or electronic mail text or pictures. Serious
cases of Internet and/or electronic mail abuse will be treated as a disciplinary
matter by the Company.
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6.02 Notice. Any demand, notice or other communication to be given in connection
with this Agreement shall be given in writing and shall be given by personal
delivery, by registered mail or by facsimile addressed to the recipient as
follows:
(a) To the Company
c/o President
Muse Technologies, Inc.
0000 Xxxxxxxx XX
Xxxxxxxxxxx Xxx Xxxxxx
00000
Facsimile No: + 00 1 505 766 9123
with a copy to:
XxXxxxxx Xxxxxxxx
Pountney Hill House
6 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attention: Xxxxxx X. Xxxxx
Facsimile No: + 44 171 618 2880
(b) To the Employee
Virtual Presence Limited
Xxx Xxxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxx XX0 0XX
Attention: Xxxx Xxxxxx Xxxxx
Facsimile No. + 44 171 407 4995
with a copy to: Xxxxxxx-Xxxxxxx
0 Xxxxxxx Xxxx
Xxxxxx XX0X 0XX
Attention: Xxxx Xxxxxx
Facsimile No: + 44 171 405 0555
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Or to such other address, individual or facsimile number as may be
designated by notice given in writing by any party to the others. Any demand,
notice or other communication given by personal delivery shall be conclusively
deemed to have been given on the day of actual delivery thereof and, if given by
registered mail, on the third Business Day following the deposit thereof in the
mail and, if given by facsimile, on the day of transmittal thereof if given
during the normal business hours of the recipient and on the Business Day during
which such normal business hours next occur if not given during such hours on
any day. If the party giving any demand, notice or other communication knows or
ought reasonably to know of any difficulties with the postal system which might
affect the delivery of mail, any such demand, notice or other communication
shall not be mailed but shall be given by personal delivery or by electronic
communication.
6.03 No waivers. 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 Employee and the Company. No waiver by either party hereto at any
time or any breach by the 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 or similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.
6.04 Indemnification. In addition to the indemnification, if any, provided under
the Company's Memorandum and Articles of Association, the Company hereby agrees
to hold the Employee harmless and indemnify the Employee from and against, and
to reimburse the Employee for, any and all judgments, fines, liabilities,
amounts paid in settlement and expenses, including lawyers' fees, incurred
directly or indirectly as a result of or in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether or not such action, suit or proceeding
is by or in the right of the Company to procure a judgment in its favour,
including an action, suit or proceeding by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise for which the Employee
served in any capacity at the request of the Company, to which the Employee is,
was or at any time becomes a party, or is threatened to be made a party, or a
result of or in connection with any appeal therein, by reason of the fact that
the Employee is or was at any time a director, officer, employee or agent or the
Company; provided, however, that (i) indemnification shall be paid pursuant to
this Section 6.04 if and only if the Employee acted in good faith and in a
manner reasonably believed by the Employee to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the Employee's conduct was
unlawful; and (ii) no indemnification shall be payable pursuant to this Section
6.04 if a court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
6.05 Severability or Partial Invalidity. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provisions of this Agreement, which shall remain in full force and
effect.
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6.06 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
6.07 Assignment. Subject to the provisions of Article V hereof, this Agreement
and the rights, duties and obligations hereunder may not be assigned or
delegated by any party without the prior written consent of the other party. Any
such assignment or delegation without the prior written consent of the other
party shall be void and be of no effect. Notwithstanding the foregoing
provisions of this Section 6.07, the Company may assign or delegate its rights,
duties and obligations hereunder to any person or entity which succeeds to all
or substantially all of the business of the Company through merger,
consolidation, reorganization, or other business combination or by acquisition
of all or substantially all of the assets of the Company; provided that such
person assumes the Company's obligations under this Agreement in accordance with
Section 5.01.
6.08 Beneficial Interests. This Agreement shall inure to the benefit of and be
enforceable by the Employee's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Employee should die while any amounts are still payable to him hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Employee's devisee, legatee, or other
designee, if there be no such designee, to the Employee's estate.
6.09 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of England.
6.10 Entire Agreement. This Agreement constitutes the entire agreement of the
parties and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings, and negotiations between the parties with respect to
the subject matter hereof. This Agreement is intended by the parties as the
final expression of their agreement with respect to such terms as are included
in this Agreement and may not be contradicted by evidence of any prior or
contemporaneous agreement. The parties further intend that this Agreement
constitutes the complete and exclusive statements of its terms and that no
extrinsic evidence may be introduced in any judicial proceeding involving this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
VIRTUAL PRESENCE LIMITED
By:
---------------------------
Name:
Title:
) XXXX XXXXXX XXXXX
)
)
----------------------------- ) -------------------------------
Witness Xxxx Xxxxxx Xxxxx
