EMPLOYMENT AGREEMENT
Exhibit
10.10
THIS
EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 30, 2004 (the
"Effective Date"), by and between Q COMM INTERNATIONAL, INC., a Utah corporation
(the "Company"), having its principal place of business at 000 Xxxx Xxxxxxxxxx
Xxx. Xxxxxxxx X, Xxxx, Xxxx 00000, and XXXXXXX X. XXXXXX, residing at 0000
Xxxxx
Xxxx, Xxxx Xxxx Xxxx, XX 00000 (the "Executive").
W
I T N E
S S E T H:
WHEREAS,
the Company, recognizing the unique skills and abilities of the Executive,
wishes to hire the Executive on a permanent and full-time basis;
and
WHEREAS,
the Executive desires to be employed by the Company; and
WHEREAS,
the Company and the Executive desire to set forth the terms and conditions
of
their employment relationship.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants in
this
Agreement, the Company and the Executive agree as follows:
1.
Employment
as Chief Executive Officer/President - Elect. The Company hereby employs
the
Executive as its Chief Executive Officer/President - Elect for a period of
17
days, commencing on November 30, 2004 and terminating on December 16, 2004
on
the terms and conditions provided in this Agreement and Executive agrees
to
accept such employment subject to the terms and conditions of this Agreement.
During this period, the Executive shall work directly with the current CEO,
Xxxxx Xxxxxx, in the transitioning of the duties and responsibilities of
the
CEO/President from Xxxxxx to the Executive.
2.
Employment
as Chief Executive Officer/President. Effective as of December 17, 2004,
the
Company shall employ the Executive as its Chief Executive Officer/President
on
the terms and conditions provided in this Agreement and Executive agrees
to
accept such employment subject to the terms and conditions of this Agreement.
The Executive shall be responsible for the overall management and operations
of
the Company and shall perform the duties and responsibilities as are customary
for the officer of a corporation in such positions and perform such other
duties
and responsibilities as are reasonably determined from time to time by the
Company's Board of Directors (the "Board"). The Executive shall report to
and be
supervised by the Board.
3.
Other
Directorships and Activities. The Executive may engage in the following
activities (and shall be entitled to retain all economic benefits thereof
including fees paid in connection therewith) as long as they do not interfere
in
any material respect with the performance of the Executive's duties and
responsibilities hereunder: (i) serve on corporate, civic, religious,
educational and/or charitable boards or committees, provided that the Executive
shall not serve on any board or committee of any corporation or other business
which competes with the Business (as defined in Section 12(a) below); (ii)
deliver lectures, fulfill speaking engagements or teach on a part-time basis
at
educational institutions; and (iii) make investments in businesses or
enterprises and manage his personal investments; provided that with respect
to
such activities Executive shall comply with any business conduct and ethics
policy applicable to employees of the Company. During the Employment Term
the
Executive may not join the board of directors of any company or any committee
appointed by the board of directors of any company without the prior consent
of
a majority of the Board, which consent may not be unreasonably withheld.
The
Executive has provided the Company with a list of entities on whose boards
he
serves and the Company agrees that he may continue to serve on these boards.
4.
Place
of
Performance. In connection with the Executive's employment by the Company
and
unless the parties hereto mutually agree otherwise, the Executive shall be
based
at the Company's Offices in Orem, Utah, or such other location within the
Wasatch Front, except for required travel on Company business.
5.
Term.
The
term of this Agreement shall commence on November 30, 2004 (the "Commencement
Date"), and shall terminate on December 31, 2006, unless extended or earlier
terminated in accordance with the terms of this Agreement (the "Termination
Date"). This Agreement shall renew automatically for successive one-year
periods
unless either party notifies the other in writing at least 90 days before
the
Termination Date, or any anniversary of the Termination Date, as the case
may
be, that he or it chooses not to extend the Employment Term. The period
beginning on the Commencement Date and ending on the Termination Date is
herein
referred to as the "Employment Term."
6.
Compensation.
As compensation for performing the services required by this Agreement, and
during the term of this Agreement, the Executive shall be compensated as
follows:
(a) Base
Compensation. The Company shall pay to the Executive an annual salary of
$200,000 (the "Base Compensation"). The Base Compensation shall be payable
in
equal installments pursuant to the Company's customary payroll procedures
in
effect for its executive personnel at the time of payment, but in no event
less
frequently than monthly, subject to withholding for applicable federal, state,
and local income and employment related taxes.
(b) Cash
Bonuses. In addition to the Base Compensation, the Executive will be eligible
to
receive additional compensation in an amount equal to 75% of the Base
Compensation (the "Cash Bonus"). The Cash Bonus will be adjusted based on
whether and to what extent the Company achieves or falls short of certain
operational and/or financial targets (the "Targets") set forth in a business
plan adopted and approved by the Board and the Executive. All Cash Bonuses
shall
be paid to the Executive by March 31 of the year following the year in which
they were earned and shall be subject to applicable withholding for federal,
state and local income and employment related taxes. Subject to the terms
of the
Termination provision below, should Executive's employment termination result
in
a partial year of employment, Executive shall be entitled to his Cash Bonus
on a
pro rata basis.
(c) Stock
Options. Subject to the approval of the Board and the Company's stockholders,
on
December 6, 2004, the Company shall grant Executive stock options covering
150,000 shares of the Company's common stock, the vesting and exercisability
of
which shall be set forth in a separate stock option agreement, substantially
in
the form of Exhibit A hereto (the "Stock Option Agreement").
2
7.
Employee
Benefits. During the Employment Term the Executive and his eligible dependants
shall be entitled to such benefits (including but not limited to, the right
to
participate in any retirement plans (qualified and non-qualified), pension,
insurance, health, disability or other benefit plan or program that has been
or
is hereafter adopted by the Company (or in which the Company participates),
as
shall be determined by the Board from time to time; provided, however, that
the
Executive shall always be entitled to such benefits as are generally made
available to the senior executives of the Company. The Company shall, in
accordance with standard Company policy and practices in effect from time
to
time, reimburse the Executive for all reasonable business expenses incurred
by
him in connection with the performance of his duties hereunder.
8.
Personal
Time Off. The Executive shall be entitled to the normal and customary amount
of
paid vacation, sick leave, and personal days (vacation, sick leave, personal
days collectively referred to as "PTO") provided to senior executive officers
of
the Company. Executive agrees to give reasonable notice of his PTO scheduling
requests, which shall be allowed subject to the Company's reasonable business
needs. Executive's PTO shall be limited to 22 business days per calendar
year.
(For this purpose, 2004 shall be counted as a partial year and prorated
accordingly). Upon any termination of this Agreement for any reason whatsoever,
any accrued and unused vacation shall be dealt with in accordance with Company
policy.
9.
Indemnification.
The rights of the Executive to indemnification from the Company for acts
or
omissions in connection with his employment by the Company are set forth
in the
Indemnification Agreement, dated November 30, 2004, between the Company and
the
Executive ( the "Indemnification Agreement").
10. Termination
and Termination Benefits.
(a) Termination
by the Company.
(i) For
Cause.
Notwithstanding any provision contained herein, the Company may terminate
this
Agreement at any time during the Employment Term for "Cause." For purposes
of
this subsection 10(a)(i), "Cause" shall mean (w) if the Company fails to
achieve
a majority of the Targets by 30% or more in any calendar year; (x) the willful
failure by the Executive to substantially perform his duties hereunder for
any
reason other than total or partial incapacity due to physical or mental illness,
(y) a conviction (or plea of no contest) of Executive of any crime (other
than a
routine traffic violation) that constitutes a felony in the jurisdiction
in
which the crime was committed or the conviction (or plea of no contest) of
Executive of any act that constitutes moral turpitude or (z) Executive having
committed any act constituting fraud, theft or conversion of property as
determined by a court of competent jurisdiction or by the reasonable judgment
of
a majority of the Board after a good faith investigation. Termination pursuant
to this subsection 10(a)(i) shall be effective immediately upon the delivery
of
written notice thereof from the Company to the Executive specifying the acts
or
omissions constituting the failure and requesting that they be remedied;
provided, however, that in the case of a termination pursuant to clause (x)
the
Executive shall have 15 days from the date of such notice to cure the failure
specified in such notice and termination shall occur immediately upon the
expiration of such 15-day cure period if the Executive has not cured such
failure in the good faith judgment of a majority of the Board. In the event
of a
termination pursuant to this subsection 10(a)(i), the Executive shall be
entitled to payment of his Base Compensation and the benefits pursuant to
Section 7 hereof up to the effective date of such termination.
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(ii) Disability.
If due to illness, physical or mental disability, or other incapacity, the
Executive shall fail, for a total of any six consecutive months ("Disability"),
to substantially perform the principal duties required by this Agreement
as
determined in good faith by a majority of the Board, the Company may terminate
this Agreement upon 30 days' written notice to the Executive. In such event,
the
Executive shall (A) be paid his Base Compensation and pro rata Cash Bonus
until
the Termination Date, and (B) be provided with employee benefits pursuant
to
Section 7 (other than transportation and hotel accommodations), to the extent
available, for the remainder of the Employment Term; provided, however, that
any
compensation to be paid to the Executive pursuant to this subsection 10(a)(ii)
shall be offset against any payments received by the Executive pursuant to
any
policy of disability insurance, the premiums of which are paid for by the
Company under normal Company policies.
(iii) Without
Cause. The Company may terminate the Executive's employment hereunder at
any
time without Cause. If the Company terminates the Executive's employment
hereunder without Cause, other than due to death or Disability, the Executive
shall (i) be paid the Base Compensation and the target annual Cash Bonus
to
which he would have been entitled had the Company not terminated this Agreement
and (ii) be provided with the employee benefits pursuant to Section 7, to
the
extent available, for a period ending on the later of (A) the one-year
anniversary of the Termination Date or (B) the date on which the Employment
Term
would have terminated had the Company not terminated this Agreement without
Cause (the "Benefit Period"); provided, however, if the Executive obtains
new
employment and such employment makes the Executive eligible for health and
welfare or long-term disability benefits which are equal to or greater in
scope
than the benefits then being offered by the Company, then the Company shall
no
longer be required to provide such benefits to the Executive pursuant to
Section
7.
(b) Termination
by the Executive. The Executive may terminate this Agreement at any time
upon
ninety (90) days prior written notice to the Company. Unless such termination
is
for Good Reason (as defined below), in such event the Company's sole obligation
to the Executive shall be to pay the Executive the Base Compensation and
the
benefits described in Section 10 hereof, up to the date of such termination.
In
addition, the Executive shall be entitled to receive a pro rata portion
(computed on a per diem basis) of the Cash Bonus he would have received had
he
not terminated this Agreement. If the Executive terminates this Agreement
for
Good Reason, such termination shall be treated as if the Company had terminated
this Agreement without Cause and the provisions of Section 10(a)(iii) shall
apply.
As
used
herein, "Good Reason" means and shall be deemed to exist if, without the
prior
express written consent of the Executive, (a) the Company breaches this
Agreement in any material respect; (b) the Company fails to obtain the full
assumption of this Agreement by a successor; (c) the Company employs another
senior executive and requests that the Executive report to such officer;
(d) the
Company materially reduces the Executive's responsibilities, as set forth
herein; (e) the Company reduces the Base Compensation without the Executive's
prior consent; or (f) the Company materially reduces the benefits to which
the
executive is entitled to pursuant to Section 10 of this Agreement as of the
date
hereof, except if such reduction applies to all senior executives of the
Company; provided, however, that with respect to items (a) - (f) above, within
fifteen (15) days of written notice of termination by the Executive, the
Company
has not cured, or commenced to cure, such failure or breach.
4
(c) Vesting
of Stock Grants and Stock Options. In the event of any termination of this
Agreement, Executive's rights with regard to any stock grants or stock options
shall be as set forth in the respective agreement containing the terms and
conditions pertaining thereto. Notwithstanding the foregoing, in the event
that
the Executive is terminated for reasons other than for "Cause," or in the
event
the Executive terminates this Agreement for "Good Reason," or in the event
this
Agreement is terminated by reason of Executive's death, any stock options
then
held by the Executive shall immediately vest in the Executive and shall remain
exercisable for the period specified in the grant agreement.
(d) Death
Benefit. Notwithstanding any other provision of this Agreement, this Agreement
shall terminate on the date of the Executive's death. In such event, any
stock
options granted to the Executive that have previously vested or that would
have
vested before the end of the calendar year in which his death occurs, shall
immediately vest in the executive's estate and shall remain exercisable for
the
period specified in the Stock Option Agreement notwithstanding any provision
therein to the contrary, and the Base Compensation and Cash Bonus that would
have been payable to the Executive through the end of the calendar year in
which
his death occurs shall be payable to his estate. Any benefits to which members
of the Executive's immediate family would have been entitled by reason of
kinship shall continue to be provided to them through the end of the calendar
year in which his death occurs.
11.
Company
Property. All advertising, promotional, sales, suppliers, manufacturers and
other materials or articles or information, including without limitation
data
processing reports, customer lists, customer sales analyses, invoices, product
lists, price lists or information, samples, or any other materials or data
of
any kind furnished to the Executive by the Company or developed by the Executive
on behalf of the Company or at the Company's direction or for the Company's
use
or otherwise in connection with the Executive's employment hereunder, are
and
shall remain the sole and confidential property of the Company. If the Company
requests the return of such materials at any time during or at or after the
termination of the Executive's employment, the Executive shall immediately
deliver the same to the Company.
12.
Covenant
Not To Compete.
(a) Covenants
Against Competition. As of the date of this Employment Agreement (i) the
Company
is engaged in the business of selling prepaid products and services, providing
electronic transaction processing for prepaid products and services, and
selling
or licensing an integrated electronic point of sale activation system or
any
other related areas into which the Company may expand (the "Business"); (ii)
the
Company's Business is conducted currently throughout the United States, Canada
and in certain countries in Europe and Asia and may be expanded to other
locations; (iii) the Executive's employment with the Company will have given
him
access to confidential information concerning the Company; and (iv) the
agreements and covenants contained in this Agreement are essential to protect
the business and goodwill of the Company. Accordingly, the Executive covenants
and agrees as follows:
(i) Non-Compete.
Without the prior written consent of the Board, the Executive shall not during
the Restricted Period (as defined below) within the Restricted Area (as defined
below) (except in the Executive's capacity as an officer of the Company or
any
of its affiliates), (a) engage or participate in the Business; (b) enter
the
employ of, or render any services (whether or not for a fee or other
compensation) to, any person engaged in the Business; or (c) acquire an equity
interest in any such person; provided, however, that during the Restricted
Period the Executive may own, directly or indirectly, up to 1%, solely as
a
passive investment, of the securities of any company traded on any national
securities exchange or on the National Association of Securities Dealers
Automated Quotation System.
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As
used
herein, "Restricted Period" shall mean the period commencing on the Effective
Date and ending on the second anniversary of the Executive's termination
of
employment. In the event the Company elects not to renew the Agreement, pursuant
to Section 5, above, the Restricted Period shall be shortened to the period
commencing on the Effective Date and ending on the first anniversary of the
Executive's termination of employment.
"Restricted
Area" shall mean any geographic area in which the Company is conducting its
Business or is actively seeking to conduct
its
Business
(ii) Confidential
Information; Personal Relationships. The Executive acknowledges that the
Company
has a legitimate and continuing proprietary interest in the protection of
its
confidential information and has invested substantial sums and will continue
to
invest substantial sums to develop, maintain and protect its confidential
information. The Executive agrees that, without the prior written consent
of the
Board, the Executive shall keep secret, shall retain in strictest confidence,
and shall not knowingly use for the benefit of himself or others all
confidential matters relating to the Company's business including, without
limitation, operational methods, marketing or development plans or strategies,
business acquisition plans, joint venture proposals or plans, and new personnel
acquisition plans, learned by the Executive heretofore or hereafter (such
information shall be referred to herein collectively as "Confidential
Information"); provided, that nothing in this Agreement shall prohibit the
Executive from disclosing or using any Confidential Information (A) in the
performance of his duties hereunder, (B) as required by applicable law, (C)
in
connection with the enforcement of his rights under this Agreement or any
other
agreement with the Company, or (D) in connection with the defense or settlement
of any claim, suit, or action brought or threatened against the Executive
by or
in the right of the Company. Notwithstanding any provision contained herein
to
the contrary, the term Confidential Information shall not be deemed to include
any general knowledge, skills, or experience acquired by the Executive or
any
knowledge or information known or available to the public in general. Moreover,
the Executive shall be permitted to retain copies of, or have access to,
all
such Confidential Information relating to any disagreement, dispute, or
litigation (pending or threatened) involving the Executive.
(iii) Employees
of the Company and its Affiliates. During the Restricted Period, without
the
prior written consent of the Board, the Executive shall not, directly or
indirectly, hire or solicit, or cause others to hire or solicit, for employment
by any person other than the Company or any affiliate or successor thereof,
any
employee of, or person employed within the two years preceding the Executive's
hiring or solicitation of such person by, the Company and its affiliates
or
successors or encourage any such employee to leave his employment. For this
purpose, any person whose employment has been terminated involuntarily by
the
Company shall he excluded from those persons protected by this Section for
the
benefit of the Company.
(iv) Business
Relationships. During the Restricted Period, the Executive shall not, directly
or indirectly, request or advise a person that has a business relationship
with
the Company to curtail or cancel such person's business relationship with
the
Company.
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(b) Rights
and
Remedies Upon Breach. If the Executive breaches, threatens to commit a breach
of, any of the provisions contained in Section 12 of this Agreement (the
"Restrictive Covenants"), the Company shall have the following rights and
remedies, each of which rights and remedies shall be independent of the others
and severally enforceable, and each of which is in addition to, and not in
lieu
of, any other rights and remedies available to the Company under law or in
equity:
(i) Specific
Performance and Injunctive Relief. The right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it
being
agreed that any breach or threatened breach of the Restrictive Covenants
would
cause irreparable injury to the Company and that money damages would not
provide
an adequate remedy to the Company. Therefore, Executive agrees that the Company
shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain Executive from
committing any violation of the Restrictive Covenants. These injunctive remedies
are cumulative and in addition to any other rights and remedies the Company
may
have.
(ii) Accounting.
The right and remedy to require the Executive to account for and pay over
to the
Company all compensation, profits, monies, accruals, increments or other
benefits derived or received by the Executive as the result of any action
constituting a breach of Restrictive Covenants.
(c) Severability
of Covenants. The Executive acknowledges and agrees that the Restrictive
Covenants are reasonable and valid in duration and geographical scope and
in all
other respects. If any court determines that any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable, the remainder of the
Restrictive Covenants shall not thereby be affected and shall be given full
effect without regard to the invalid portions. The provisions set forth in
this
Section 12 above shall be in addition to any other provisions of the business
conduct and ethics policy applicable to employees of the Company and its
subsidiaries during the term of Executive's employment.
(d) Saving
Clause. If the period of time or the area specified in subsection (a) above
should be adjudged unreasonable in any proceeding, then the period of time
shall
be reduced by such number of months or the area shall be reduced by the
elimination of such portion thereof or both so that such restrictions may
be
enforced in such area and for such time as is adjudged to be
reasonable.
13.
Executive's
Representation and Warranties. Executive represents and warrants that he
has the
full right and authority to enter into this Agreement and fully perform his
obligations hereunder, that he is not subject to any non-competition agreement
other than with the Company, and that his past, present and anticipated future
activities have not and will not infringe on the proprietary rights of others.
Executive further represents and warrants that he is not obligated under
any
contract (including, but not limited to, licenses, covenants or commitments
of
any nature) or other agreement or subject to any judgment, decree or order
of
any court or administrative agency which would conflict with his obligation
to
use his best efforts to perform his duties hereunder or which would conflict
with the Company's business and operations as presently conducted or proposed
to
be conducted. The Executive has provided the Company with an accurate and
complete list of all boards of directors, boards of trustees, boards of advisors
and committees thereof of which he is a member as of the date hereof. Neither
the execution nor delivery of this Agreement, nor the carrying on of the
Company's business as officer and employee by Executive will conflict with
or
result in a breach of the terms, conditions or provisions of or constitute
a
default under any contract, covenant or instrument to which Executive is
currently a party.
7
14.
Miscellaneous.
(a) Integration;
Amendment. This Agreement, the Stock Option Agreement and the Indemnification
Agreement are the only agreements between the parties hereto with respect
to the
matters set forth herein and supersede and render of no force and effect
all
prior understandings and agreements between the parties with respect to the
matters set forth herein. No amendments or additions to this Agreement shall
be
binding unless in writing and signed by both parties.
(b) Severability.
If any part of this Agreement is contrary to, prohibited by, or deemed invalid
under applicable law or regulations, such provision shall be inapplicable
and
deemed omitted to the extent so contrary, prohibited, or invalid, but the
remainder of this Agreement shall not be invalid and shall be given full
force
and effect so far as possible.
(c) Waivers.
The failure or delay of any party at any time to require performance by the
other party of any provision of this Agreement, even if known, shall not
affect
the right of such party to require performance of that provision or to exercise
any right, power, or remedy hereunder, and any waiver by any party of any
breach
of any provision of this Agreement shall not be construed as a waiver of
any
continuing or succeeding breach of such provision, a waiver of the provision
itself, or a waiver of any right, power, or remedy under this Agreement.
No
notice to or demand on any party in any case shall, of itself, entitle such
party to other or further notice or demand in similar or other
circumstances.
(d) Power
and
Authority. The Company represents and warrants to the Executive that it has
the
requisite corporate power to enter into this Agreement and perform the terms
hereof; that the execution, delivery and performance of this Agreement by
it has
been duly authorized by all appropriate corporate action; and that this
Agreement represents the valid and legally binding obligation of the Company
and
is enforceable against it in accordance with its terms.
(e) Successors
and Assigns; Survival. This Agreement shall be binding upon and inure to
the
benefit of the parties hereto and their respective heirs, executors, personal
and legal representatives, successors and assigns. In addition to, and not
in
limitation of, anything contained in this Agreement, it is expressly understood
and agreed that Sections 10-14 above, shall survive any termination of this
Agreement.
(f) Governing
Law; Headings. This Agreement and its construction, performance, and
enforceability shall be governed by, and construed in accordance with, the
laws
of the State of Utah. Headings and titles herein are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
(g) Jurisdiction.
Except as otherwise provided for herein, each of the parties (a) submits
to the
exclusive jurisdiction of any state court sitting in Utah County, Utah or
federal court sitting in Utah in any action or proceeding arising out of
or
relating to this Agreement, (b) agrees that all claims in respect of the
action
or proceeding may be heard and determined in any such court and (c) agrees
not
to bring any action or proceeding arising out of or relating to this Agreement
in any other court. Each of the parties waives any defense of inconvenient
forum
to the maintenance of any action or proceeding so brought and waives any
bond,
surety or other security that might be required of any other party with respect
thereto. Any party may make service on another party by sending or delivering
a
copy of the process to the party to be served at the address and in the manner
provided for giving of notices in Section 14(h). Nothing in this Section,
however, shall affect the right of any party to serve legal process in any
other
manner permitted by law.
8
(h) Notices.
All notices called for under this Agreement shall be in writing and shall
be
deemed given upon receipt if delivered personally or by confirmed facsimile
transmission and followed promptly by mail, or mailed by registered or certified
mail (return receipt requested), postage prepaid, to the parties at their
respective addresses as set forth in the preamble to this Agreement or to
any
other address or addressee as any party entitled to receive notice under
this
Agreement shall designate, from time to time, to others in the manner provided
in this subsection 14(h) for the service of notices.
Any
notice delivered to the party hereto to whom it is addressed shall be deemed
to
have been given and received on the day it was received; provided, however,
that
if such day is not a business day then the notice shall be deemed to have
been
given and received on the business day next following such day. Any notice
sent
by facsimile transmission shall be deemed to have been given and received
on the
business day next following the day of transmission.
(i) Number
of
Days. In computing the number of days for purposes of this Agreement, all
days
shall be counted, including Saturdays, Sundays and holidays; provided, however,
that if the final day of any time period falls on a Saturday, Sunday or holiday
on which federal banks are or may elect to be closed, then the final day
shall
be deemed to be the next day which is not a Saturday, Sunday or such
holiday.
(j) Construction.
The Parties have participated jointly in the negotiation and drafting of
this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring
any
Party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall
be
deemed also to refer to all rules and regulations promulgated thereunder,
unless
the context requires otherwise. The word "including" shall mean including
without limitation.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date
first above written.
Q
COMM
INTERNATIONAL, INC.
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By:
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Name:
Xxxxxxx X. Xxxxxx
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Title:
Chairman of the Board
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XXXXXXX
X. XXXXXX
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