EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into by and between Xxxxxxx X. Xxxxxxxxx, a
resident of the State of Texas (the "Executive") and FIRESTONE COMMUNICATIONS,
INC., a Delaware corporation (the "Company").
WHEREAS, Executive is employed by the Company and the Company and Executive
desire to continue the employment of Executive on the terms set forth herein,
effective on the date ("Effective Date") of the consummation of the transactions
contemplated by that certain Agreement and Plan of Merger dated the date hereof
among Juniper Partners Acquisition Corp. ("Parent"), Firecomm Acquisition, Inc.,
the Company and certain Stockholders of the Company ("Merger Agreement"); and
WHEREAS, the Company and Executive desire to further set forth in a written
agreement the complete terms and conditions pursuant to which Executive shall
continue to be employed by the Company; and
WHEREAS, the Company and Executive intend that this Agreement shall
supersede any and all previous oral or written employment agreements between the
Company and Executive.
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
DEFINITIONS
As used in this Agreement, the following words and/or phrases shall have
the meanings set forth below unless a different meaning plainly is required by
context:
1.1 Agreement shall mean this Employment Agreement between the Company and
Executive.
1.2 Affiliate shall mean any parent, brother-sister or subsidiary
corporation of the Company, any joint venture in which the Company owns at least
a 50 percent interest, and any partnership, limited liability partnership or
limited liability corporation in which the Company or any of its wholly-owned
subsidiaries owns at least a 50 percent interest.
1.3 Cause shall mean (i) Executive's breach of a material provision of this
Agreement; (ii) Executive's failure to perform any substantial duty and
responsibility of his position with the Company and its affiliates (other than
any such failure resulting from incapacity due to Disability); (iii) Executive's
engagement in any illegal conduct or misconduct which is injurious to the
Company; (iv) violation of or failure to adhere to any published Company policy
or procedure or any directive of the Company's Board of Directors; (v)
Executive's being charged with or conviction of, or a plea of guilty or nolo
contendere to, (a) a felony or (b) a misdemeanor involving moral turpitude; (vi)
violation of any of the restrictive covenants contained in Section 4 hereof;
(vii) violation of any rule or regulation or agreement applicable to the
Company's business; (viii) Executive's self-employment or employment of
Executive by any person or entity other than the Company or its affiliates; or
(ix) Executive's engagement in any activity that is in conflict of interest or
competitive with the Company or its affiliates (other than any isolated,
insubstantial or inadvertent action not taken in bad faith and which is promptly
remedied by Executive upon notice by the Company).
1.4 Company shall mean FIRESTONE COMMUNICATIONS, INC., its successors and
assigns, and any other corporation, partnership, limited liability company, sole
proprietorship or other type of business entity into which the Company may be
merged, consolidated or otherwise combined.
1.5 Confidential Information shall mean any data or information, other than
Trade Secrets, that is valuable to the Company and is not generally known by the
public. To the extent consistent with the foregoing, Confidential Information
includes, but is not limited to, lists (whether or not in writing) of the
Company's current or potential sponsors or advertisers; current or potential
programming or ideas; lists of and other information about the Company's
executives and employees; financial information (whether or not in writing) that
has not been released to the public by the Company; marketing techniques; price
lists and pricing policies; the
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Company's business methods, contracts and contractual relations with the
Company's sponsors, advertisers, and cable and satellite television systems; and
future business plans and strategies. Confidential Information also includes any
information or data described above which the Company obtains from another party
and which the Company treats as proprietary or designates as confidential
information whether or not owned or developed by the Company.
1.6 Disability shall mean a physical or mental impairment that prohibits
Executive from performing the duties of his position, for which he becomes
eligible to receive benefits under the Company's long-term disability plan, if
such a plan is then in existence, or as determined in the sole direction of the
Company's Board of Directors.
1.7 Executive shall mean Xxxxxxx X. Xxxxxxxxx.
1.8 Good Reason shall exist if the Company, without Executive's written
consent, (a) takes any action that is inconsistent with, or results in the
reduction of, Executive as a senior executive officer of the Company; (b)
commits a breach of this Employment Contract which is not remedied by the
Company within thirty (30) days of receiving written notice by Executive of such
breach; (c) requires Executive to relocate more than five hundred (500) miles
from the location of the Company's offices in Fort Worth, Texas; or (d) any
successor or assignee of the Company fails to assume and perform the Company's
obligations under this Employment Contract.
1.9 Termination Date shall mean the date of Executive's official
termination of employment for any reason (including death or disability).
1.10 Trade Secret shall mean information, without regard to form,
including, but not limited to, technical or non-technical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, programming plans or a
list of actual or potential customers, sponsors or suppliers which is not
commonly known by or available to the public and which information: (a) derives
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts
that are reasonable under the circumstances to maintain its
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secrecy. Trade Secrets also includes any information or data described above
which the Company obtains from another party and which the Company treats as
proprietary or designates as trade secrets, whether or not owned or developed by
the Company.
2.
DUTIES AND AUTHORITY
2.1 Duties and Authority. Executive is engaged and agrees to perform
services for and on behalf of the Company as its President and Chief Operating
Officer and shall report to the Chief Executive Officer of the Company.
Executive's duties shall include the planning and directing of all functional
activities of the company including marketing, sales, accounting production,
broadcasting, technical services, materials management and general
administration. Executive will establish and monitor the company goals and
annual budget. Executive will review, on a continuous basis, the general
business climate for the company to develop new business opportunities, ensure
excellent customer service, expand business and maintain existing relationships
with vendors. Executive will also promote a marketing and promotional strategy
aimed at increasing sales and measuring company performance. Additionally,
Executive will control the process of attaining higher company productivity by
analyzing organizational structure, culture and systems. Executive will identify
resources (staff, equipment, funds) required, and communicate with pertinent
department managers on the supporting strategies and needs involving company
goals. Executive will also develop and maintain a effective company through the
selection, termination, training, compensation, review and motivation of
department managers. Executive's duties may be modified or enhanced at the
discretion of the Company's Chief Executive Officer or Board of Directors or as
dictated by the Company's bylaws. Executive agrees to perform such duties
diligently and efficiently and in accordance with the reasonable directions of
the Company's Chief Executive Officer and Board of Directors. Executive shall
conduct himself at all times in a business-like and professional manner as
appropriate for his position and shall represent the Company in all respects in
compliance with good business and ethical practices. In addition, Executive
shall be subject to and abide by the policies and procedures of the Company
applicable to personnel of the Company, as may be adopted from time to time.
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2.2 Best Efforts. During the term of this Agreement, Executive shall devote
his full attention, energies and best efforts to rendering services on behalf of
the Company. Executive is not prohibited from investing or trading in stocks,
bonds, commodities or other forms of investment, including real property, so
long as Executive does not "participate" (within the meaning of Treas. Reg.
ss.ss.1.469-5(f) and 1.469-5T(f)) in such investments.
2.3 Term. The term of Executive's employment pursuant to this Agreement
shall commence on the Effective Date hereof and shall continue until three years
after the Effective Date, subject to earlier termination as provided in this
Agreement.
2.4 Prior Agreement. Prior to the Effective Date, the terms of Executive's
employment by the Company shall be governed by the Employment Agreement between
the Company and the Executive dated December 20, 2004, as the same has been or
may hereafter be amended (the "Prior Agreement"). From and after the Effective
Date, the Prior Agreement shall be terminated and null, void and of no further
effect.
3.
COMPENSATION AND BENEFITS
3.1 Annual Base Salary. The Company shall pay to Executive as compensation
for his services provided hereunder a base salary of Two Hundred Thirty-Five
Thousand Dollars ($235,000) per year ("Base Salary"), payable on a periodic
basis consistent with the regular payroll practices of the Company. All payments
to Executive shall be subject to all applicable tax withholdings. Such Base
Salary shall be reviewed annually by the Company's Board of Directors and may be
increased in its sole discretion.
3.2 Incentive Compensation. At the discretion of the Company's Board of
Directors, Executive may be paid a bonus for the year 2006, notwithstanding that
the Effective Date shall be later than December 31, 2006. Executive shall
qualify for additional annual bonuses based on his individual performance and
the performance of the Company, in accordance with performance goals established
by the Company's Board of Directors, the determination with respect to such
qualification to be within the sole judgment of the Company's Board of
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Directors. Such bonuses shall be up to an amount not to exceed fifty percent
(50%) of his annual Base Salary, as in effect from time to time.
3.3 Employee Benefit Plans and Policies. Executive shall be entitled to
participate in each employee benefit plan, policy or arrangement which is
sponsored, maintained or contributed to by the Company and in which the current
executive officers of the Company may participate, in accordance with the terms
and provisions of such plans in effect from time to time, which may include
group health insurance, 401(k) plan participation, and group life insurance
benefits. If the Company does not have a group health insurance plan in place as
of the Effective Date, the Company shall reimburse Executive for the reasonable
costs of obtaining individual health insurance coverage until such time as a
group plan is established, in an amount not to exceed $750 per month. The
Company shall also reimburse Executive for premiums for personal term life
insurance policies maintained by Executive on his life, up to a maximum of
$1,000 per year. Any prior obligation of the Company to reimburse Executive for
other life insurance premiums is hereby terminated from and after the Effective
Date.
3.4 Vacation. Executive shall be entitled to such paid vacation time as is
generally provided to the Company's executive officers, but not less than four
weeks of paid vacation time, pursuant to the Company's policies, which may be
amended from time to time. Executive shall not be entitled to carry over, or
receive any payment for, any vacation time which is not used during the calendar
year.
3.5 Expense Reimbursement. The Company shall reimburse Executive for
reasonable, ordinary and necessary travel and other business related expenses,
including entertainment expenses, incurred by him in performance of the business
of the Company in accordance with the Company's standard expense reimbursement
practices and policies in existence from time to time for senior executive
officers of the Company, subject to such dollar limitations and verification and
record keeping requirements as may be established from time to time by the
Company.
3.6 Equity Grant. In accordance with and subject to the terms of Parent
Plan (as defined in the Merger Agreement) and subject to the approval of such
plan by the stockholders of Parent and to the approval of the Board of Directors
of Parent, and subject to any additional
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terms and conditions of such grant to be as specified in the Parent Plan,
Executive shall be granted, effective on the Effective Date, an option to
purchase 120,000 shares of Parent's common stock, such option to vest in three
equal portions on each of the first three anniversaries of the Effective Date
and to be exercisable at the price established pursuant to the Parent Plan for
the business day next preceding the Effective date.
4.
RESTRICTIVE COVENANTS
4.1 Nondisclosure of Trade Secrets and Confidential Information. In the
course of Executive's employment by the Company, Executive has had access to and
will have access to the Company's most sensitive and most valuable trade
secrets, proprietary information, and confidential information concerning the
Company and its subsidiaries, their present and future business plans,
development and programming projects, customers, sponsors, advertisers, multiple
system operator (MSO) relationships and business affairs all of which constitute
valuable business assets of the Company, the use, application or disclosure of
any of which would cause substantial and possibly irreparable damage to the
business and asset value of the Company. Accordingly, Executive accepts and
agrees to be bound by the following provisions:
(a) At any time, upon the request of the Company and in any event upon
the termination of employment, Executive shall deliver to the Company all
memoranda, notes, records, drawings, manuals, files or other documents, and
all copies of each, concerning or constituting Confidential Information or
Trade Secrets and any other property or files belonging to the Company or
any of its subsidiaries that are in the possession of Executive, whether
made or compiled by Executive or furnished to or acquired by Executive from
the Company.
(b) In order to protect the Company's Trade Secrets and Confidential
Information, Executive agrees that:
(i) Executive shall hold in confidence the Trade Secrets of the
Company. Except in the performance of services for the Company,
Executive shall not, for so long as the Trade Secrets remain "trade
secrets" under applicable law, use,
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disclose, reproduce, distribute, transmit, reverse engineer,
decompile, disassemble, or transfer the Trade Secrets of the Company
or any portion thereof.
(ii) Executive shall hold in confidence the Confidential
Information of the Company. Except in the performance of services for
the Company, Executive shall not at any time during his employment
with the Company and for a period of three (3) years thereafter, use,
disclose, reproduce, distribute, transmit, reverse engineer,
decompile, disassemble, or transfer the Confidential Information of
the Company or any portion thereof.
4.2 Return of Documents and Property. On the Termination Date, Executive
shall return to the Company all property belonging to the Company, including,
but not limited to, the original and any copy (regardless of the manner in which
it is recorded) of all information provided by the Company to Executive or which
Executive has developed or collected in the scope of his employment, as well as
all Company-issued equipment, supplies, accessories, vehicles, keys,
instruments, tools, devices, computers, cell phones, pagers, materials,
documents, plans, records, notebooks, drawings or papers.
4.3 Reasonableness. Executive has carefully considered the nature and
extent of the restrictions upon him and the rights and remedies conferred on the
Company under this Agreement, and Executive hereby acknowledges and agrees that:
(a) the restrictions and covenants contained herein, and the rights
and remedies conferred upon the Company, are necessary to protect the
goodwill and other value of the business of the Company;
(b) the restrictions placed upon Executive hereunder are fair and
reasonable, will not prevent him from earning a livelihood, and place no
greater restraint upon Executive than is reasonably necessary to secure the
business and goodwill of the Company;
(c) the Company is relying upon the restrictions and covenants
contained herein in continuing to make available to Executive information
concerning the business of the Company;
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(d) Executive's employment hereunder places him in a position of
confidence and trust with the Company and its employees, customers and
suppliers; and
(e) The provisions of this Article 4 shall be interpreted so as to
protect the Trade Secrets and Confidential Information, and to secure for
the Company the exclusive benefits of the work performed on behalf of the
Company by Executive under this Agreement, and not to unreasonably limit
his ability to engage in employment and consulting activities in
noncompetitive areas which do not endanger the Company's legitimate
interests expressed in this Agreement.
4.4 Remedy for Breach. Executive acknowledges and agrees that his breach of
any of the covenants contained in this Article 4 of this Agreement will cause
irreparable injury to the Company and that remedies at law available to the
Company for any actual or threatened breach by Executive of such covenants will
be inadequate and that the Company shall be entitled to specific performance of
the covenants in this Article 4 or injunctive relief against activities in
violation of this Article 4 by temporary or permanent injunction or other
appropriate judicial remedy, writ or order, without the necessity of proving
actual damages. This provision with respect to injunctive relief shall not
diminish the right of the Company to claim and recover monetary damages against
Executive for any breach of this Agreement, in addition to injunctive relief.
Executive acknowledges and agrees that the covenants contained in this Article 4
shall be construed as agreements independent of any other provision of this or
any other contract between the parties hereto, and that the existence of any
claim or cause of action by Executive against the Company, whether predicated
upon this or any other contract, shall not constitute a defense to the
enforcement by the Company of said covenants.
4.5 No Conflicting Obligations. Executive represents and warrants to the
Company that his is not now under any obligation of a contractual or other
nature to any person or entity which is inconsistent or in conflict with this
Agreement, or which would prevent, limit or impair in any way the performance by
him of his obligations hereunder.
4.6 Intellectual Property. Executive acknowledges and agrees that all
Employee Works produced by Executive during Executive's employment with the
Company shall be considered "works for hire" as such term is defined in 17
U.S.C. Section 101, et seq. Executive
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hereby assigns to the Company all right, title and interest whatsoever in and to
any and all Employee Works, including all worldwide copyrights, trade secrets,
patent rights, and all confidential, proprietary and property rights therein,
and Executive will execute, without requiring the Company to provide any further
consideration therefor, such patent applications (including continuations and
related materials), confirmatory assignments, instruments and documents as the
Company deems necessary or desirable in order to effect such assignment and to
protect and enforce such rights. The term "Employee Works" as used in this
Agreement means any and all works of authorship, inventions, discoveries,
improvements, designs, techniques, and work product, whether or not patentable,
and in whatever form, which are created, made, developed or reduced to practice,
or caused to be created, made, developed or reduced to practice by Executive
during the period of time that Executive is employed by the Company, that relate
in any way to the current or future business of the Company or its Affiliates,
and that result from any work performed by Executive for the Company or its
Affiliates. The obligation of Executive to execute materials to effect
assignment of Employee Works shall survive termination of Executive's employment
with the Company.
5.
TERMINATION OF EMPLOYMENT
5.1 Termination by Company.
(a) The Company shall have the right to terminate Executive's
employment under this Agreement at any time, with or without Cause, and
with or without prior written notice to Executive.
(b) If the Company terminates Executive's employment with Cause, the
Company shall have no further obligation to Executive except to pay to
Executive Executive's Base Salary through the Termination Date to the
extent not theretofore paid, which salary shall be paid in a lump sum
within 30 days after the Termination Date.
(c) If the Company terminates Executive's employment without Cause,
the Company shall be obligated to pay to Executive the following amounts:
(i) Executive's Base Salary through the Termination Date to the extent not
theretofore paid, which salary
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shall be paid in a lump sum within 30 days after the Termination Date; and
(ii) Executive's Base Salary for the period ending on the earlier of one
year from the Termination Date or three years from the Effective Date,
which shall be paid in installments in accordance with the Company's
standard payroll practices.
5.2 Death or Total and Permanent Disability; Temporary Disability.
(a) This Agreement automatically shall terminate upon the death or
total and permanent disability of Employee. Total and permanent disability
shall mean an infirmity preventing Employee from performing his duties
under this Agreement without any hope or expectation of an ability to
resume such duties during the term as determined by Employee's treating
physician. If Employee's employment is terminated due to death or total and
permanent disability, Employee or Employee's estate, as the case may be,
shall be entitled to receive (i) his then current periodic compensation for
a period of three (3) months following the date of such termination, based
upon the per annum compensation set forth in this Agreement as his base
salary. The timing and manner of payment of such compensation shall be in
accordance with the normal salary payment arrangement then in effect as to
Employee prior to the termination.
(b) For purposes of this provision, the term "temporary disability"
shall mean an infirmity preventing Employee from performing his duties
under this Agreement that cannot or is not considered to be total and
permanent disability as defined above. In the event that Employee is
temporarily disabled, this Agreement shall not be terminated and Employee
shall be entitled to receive (i) his then current base salary during the
first two months of such disability, based on the then current periodic
compensation payable to Employee under the terms of this Agreement. The
timing and manner of payment of such compensation shall be in accordance
with the normal salary payment arrangements then in effect as to Employee
prior to the termination. No additional compensation shall be paid to
Employee until he is able to perform his
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duties on a full or part time basis, provided that nay benefits such as
health insurance normally provided in whole or in part by Employer shall
continue to be provided by the Employer for a period of up to six months of
temporary disability. In the event that Executive is not able to perform
his duties on a full time basis for a consecutive period of six months from
the date of the temporary disability then this Agreement shall
automatically terminate and the Company shall pay to Executive his Base
Salary through the Termination Date to the extent not theretofore paid,
which salary shall be paid in a lump sum within 30 days after the
Termination Date; and
(c) Any unpaid bonus payment due Executive for any fiscal year ending
prior to the fiscal year in which the Agreement is terminated.
5.3 Termination by Executive. Executive shall have the right to voluntarily
terminate his employment for any reason, at any time, upon sixty (60) days'
prior written notice to the Company.
(a) In the event Executive terminates his employment under
circumstances constituting Good Reason, the Company shall be obligated to
pay to Executive the following amounts: (a) Executive's Base Salary through
the Termination Date to the extent not theretofore paid, which salary shall
be paid in a lump sum within 30 days after the Termination Date; and (ii)
severance pay equivalent to Executive's Base Salary for the remainder of
the period ending on the earlier of one year from the Termination Date or
three years from the Effective Date, which shall be paid in installments in
accordance with the Company's standard payroll practices.
(b) In the event Executive terminates his employment under
circumstances not constituting Good Reason, the Company shall have no
further obligation to Executive except to pay to Executive Executive's Base
Salary through the Termination Date to the extent not theretofore paid,
which salary shall be paid in a lump sum within 30 days after the
Termination Date.
5.4 Cooperation by Executive Upon Termination. In the event of a
termination of Executive's employment under this Section 5 (whether initiated by
Executive or the Company, with or without Cause), Executive agrees to cooperate
with the Company in transitioning his duties to any successor appointed by the
Company and to provide the Company with information about the ongoing business
activities of the Company. In the event that the Company requests
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that Executive provide cooperation services after the termination of Executive's
employment exceeding a de minimis amount of Executive's time, the Company will
compensate Executive for his cooperation efforts at the rate of $100 per hour.
6.
MISCELLANEOUS PROVISIONS
6.1 Invalidity of Any Provision. It is the intention of the parties hereto
that the provisions of this Agreement shall be enforced to the fullest extent
permissible under the laws of each state and jurisdiction in which such
enforcement is sought, but that the unenforceability (or the modification to
conform with such laws) of any provision hereof shall not render unenforceable
or impair the remainder of this Agreement, which shall be deemed amended to
delete or modify, as necessary, the invalid or unenforceable provisions. The
parties further agree to alter the balance of this Agreement in order to render
the same valid and enforceable. The terms of the restrictive covenant provisions
of this Agreement shall be deemed modified to the extent necessary to be
enforceable and, specifically, without limiting the foregoing, if the term of
the applicable restrictive covenant is too long to be enforceable, it shall be
modified to encompass the longest term which is enforceable and, if the scope of
the geographic area of the applicable restrictive covenant is to great to be
enforceable, it shall be modified to encompass the greatest area that is
enforceable.
6.2 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Texas.
6.3 Arbitration. With the exception of an action to enforce the restrictive
covenants in Article 4 hereof, any dispute arising out of or relating to this
Agreement or Executive's employment by the Company shall be resolved by
arbitration in accordance with the then-current rules of the American
Arbitration Association ("AAA"). The arbitration hearing shall be held in New
York, New York (or such other location as may be agreed to by the parties and
the arbitrator), before a single arbitrator selected in accordance with the
procedures established by the AAA, and the arbitration award may be enforced in
any court of competent jurisdiction. An action by the Company to enforce the
restrictive covenants in Article 4 may be filed in a court of
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competent jurisdiction. Each party hereby consents to the jurisdiction of the
state and federal courts located in the State of New York, County of New York.
6.4 Waiver of Breach. The waiver of a breach of any provision of this
Agreement by a party hereto shall not operate or be construed as a waiver of any
subsequent breach by the other party thereto.
6.5 Successors and Assigns. This Agreement shall inure to the benefit of
the Company and its Affiliates, and their respective successors and assigns.
This Agreement shall inure to the benefit of and be enforceable by Executive's
estate and/or legal representatives.
6.6 Assignment of Agreement. This Agreement is not assignable by Executive,
but shall be freely assignable by the Company to any successor. The Company
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.
6.7 Attorney's Fees. In the event of legal action by either party to
enforce this Agreement, the prevailing party in such action shall be entitled to
recover its or his expenses of litigation (including attorney's fees, court
costs, and expert witness fees) from the other party.
6.8 Notices. All notices, demands and other communications hereunder shall
be in writing and shall be delivered in person or deposited in the United States
mail, certified or registered, with return receipt requested, as follows:
(a) if to Executive:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
(b) if to Company: FIRESTONE COMMUNICATIONS INC.
c/o Juniper Content Corporation
00 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
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with a copy to:
Xxxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx Xxxxxx, Esq.
6.7 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof. All understanding and
agreements heretofore made between the parties hereto with respect to the
subject matter of this Agreement are merged into this document which alone fully
and completely expresses their agreement. This Agreement may not be changed
orally but only by an agreement in writing signed by both parties.
6.8 Survival of Provisions. The provisions of Article 4 and Article 6 shall
survive termination of this Agreement.
6.9 Captions. The captions appearing in this Agreement are inserted only as
a matter of convenience and in no way define, limit, construe or describe the
scope or intent of any provisions of this Agreement or in any way affect this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of this _____ day of August, 2006.
EXECUTIVE:
-------------------------------------
COMPANY:
FIRESTONE COMMUNICATIONS, INC.
BY:
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