Exhibit 10.6
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT, dated as of September 13, 1995, by and
among ADVANCED NMR SYSTEMS, INC., a Delaware corporation
("ANMR"), ADVANCED MAMMOGRAPHY SYSTEMS, INC., a Delaware
corporation ("AMS") (ANMR and AMS sometimes referred to
collectively as the "Companies"), and XXXXXXX XXXX ("the
Executive").
WHEREAS, AMS, an affiliate of ANMR, and ANMR are
both engaged in research and development and applications in
the field of magnetic resonance imaging; and
WHEREAS, each of the Companies desires to retain
the services of the Executive as President and Chief
Operating Officer of the Companies, and the Executive desires
to render such services;
NOW, THEREFORE, in consideration of the foregoing
and the mutual agreements contained herein, the Companies and
the Executive agree as follows:
1. Employment. Each of the Companies hereby
----------
employs the Executive as its President and Chief Operating
Officer, and the Executive hereby accepts such employment and
agrees to perform services for the Companies, for the period
and upon the other terms and conditions set forth in this
Agreement.
2. Term. The term of the Executive's
----
employment (the "Term") shall be for a period of five years
commencing on October 1, 1995 (the "Commencement Date") and
terminating on September 30, 2000, and shall be automatically
renewable for an additional five year period unless
terminated by either the Executive or the Companies giving
written notice of non-renewal to the other prior to March 31,
2000. Should the Executive be unable for any reason to
commence his employment on the Commencement Date hereof, this
Agreement shall be void and of no force or effect and the
Executive shall promptly return to the Company all amounts he
received as a signing bonus pursuant to Section 5.01 hereof.
3. Representations of the Executive. The
--------------------------------
Executive represents to the Companies that (i) he is not
bound by any restrictive covenant or other agreement (written
or oral) which would prevent or restrict him in any manner
whatsoever from performing his duties as the Chief Operating
Officer or President of the Companies as provided in this
Agreement, (ii) his entry into and the performance under this
Agreement will not cause a breach under his present
employment arrangement, and (iii) he does not possess
confidential information arising out of his prior employment
which would be utilized in connection with his employment by
the Companies.
4. Position and Duties.
-------------------
4.01 Service with the Companies. The Executive
--------------------------
agrees to perform his executive employment duties consistent
with the positions specified in Section 1 hereof and he shall
be the most senior operating officer of both Companies with
exclusive senior authority and responsibility for all
operating decisions including, without limitation, those
involving hiring and firing of employees, research and
development, sales and marketing, administration and
financial reporting, subject to consultation with and
reporting to the Chairman of the Board and the Chief
Executive Officer and to the direction of the Board of
Directors of the respective Companies and in accordance with
the approved budget and business plan of the Companies. It
is understood that the Executive shall devote a portion of
his time hereunder to AMS serving as President and Chief
Operating Officer while AMS and ANMR are parties to a Shared
Services Agreement. The Executive shall allocate his time
between ANMR and AMS, as directed by the Chairman of the
Board and Chief Executive Officer of each of ANMR and AMS.
The Executive is serving as a member of the Board of
Directors of each of ANMR and AMS and the Executive shall
hereafter be on the management slate for election to the
Board of Directors of each of the Companies so long as this
Agreement is in effect; provided, however, that in the event
-------- -------
the Executive's employment hereunder is terminated as to one
of the Companies, the Executive shall immediately resign as a
Director of the affected Company. The Executive shall also
serve on the Executive Committee of each of ANMR and AMS and,
if requested, serve as a director of their subsidiaries as
may be in existence from time to time.
4.02 Performance of Duties. The Executive agrees
---------------------
to serve each of the Companies faithfully and to the best of
his ability and to devote the time, attention and efforts
necessary to advance the business and affairs of each of the
Companies during the Term of this Agreement. The Executive
shall operate primarily out of the executive offices located
in Fort Xxx, N.J. (the "Executive Offices"), but it is
understood that the Executive shall also spend considerable
time as business operations require at the Companies' office
in Wilmington, Massachusetts and he will undertake such
travel as is necessary to perform his duties under this
Agreement. It is further understood that the Executive shall
devote his full and exclusive business time to ANMR, AMS and
any of their affiliates (excluding the business of Medical
Diagnostics, Inc. and its subsidiaries with respect to
operating decisions of such entities), subject to the
discontinuation of services to AMS upon termination of the
Shared Services Agreement, as provided for in Section 8.02
hereof. During the Term hereof, as provided herein, the
Executive shall not serve as a director, consultant or
advisor to any other corporation or business entity not
affiliated with the Companies without the prior written
consent of the Companies' Executive Committees, which consent
shall not be unreasonably withheld.
5. Compensation.
------------
5.01 Signing Bonus. In consideration of the
-------------
Executive agreeing to be President of the Companies in
accordance with this Agreement, the Executive shall receive a
$30,000 bonus upon his execution of this Agreement.
5.02 Base Salary. As compensation for all
-----------
services to be rendered by the Executive under this
Agreement, ANMR and AMS shall pay to the Executive an initial
base annual salary (the "Base Salary") of $225,000. The Base
Salary shall be paid in installments in accordance with
ANMR's normal payroll procedures and policies. The Base
Salary for the second year of this Agreement shall
automatically increase by an amount equal to at least ten
percent (10%) of the initial Base Salary for the first year.
Thereafter, the Base Salary shall be reviewed annually by the
Compensation Committee of the Board of Directors of ANMR and
AMS with any increases to be based upon the Executive's
success in increasing net income of the ANMR (excluding the
results of MDI) and AMS in excess of the annual budgeted net
income of the respective companies.
5.03 Payment by AMS. As between ANMR and AMS,
--------------
AMS shall bear a portion of the Base Salary as determined by
the Chief Financial Officer of the Companies based upon the
Executive's time which is devoted and allocated to AMS in
accordance with Section 4.01 hereof and other factors deemed
relevant by the Chief Financial Officer. The payment by AMS
may be either direct to the Executive or a reimbursement to
ANMR of amounts previously paid by ANMR to the Executive.
5.04 Bonus. In addition to the Base Salary, the
-----
Executive shall be eligible for an annual bonus, payable by
ANMR or AMS, as determined by the Compensation Committee of
the Board of Directors of each of the Companies. Such Bonus
shall be based upon the Executive's overall performance,
including a comparison of the actual annual financial results
of each of the Companies (excluding the results of Medical
Diagnostics, Inc. and its subsidiaries) as compared to the
budgets for such year.
5.05 Stock Options. Effective upon the
-------------
Commencement Date, the Executive shall be granted stock
options to purchase 250,000 shares of ANMR Common Stock under
the XXXX 0000 Employee Stock Option Plan and 100,000 shares
of AMS Common Stock under the AMS 1992 Employee Stock Option
Plan, exercisable at the respective market prices on the date
upon which the options are granted for a period of five years
and vesting as to one-third of the options at the conclusion
of each year commencing with the vesting of one-third the
options one year after the Commencement Date, which vesting
may be accelerated as provided for in Sections 7 and 8
hereof. The Executive may be granted such additional stock
options in each of ANMR and AMS as determined by the
respective Option Committees of the Boards of Directors of
the Companies.
5.06 Participation in Benefit Plans. During the
------------------------------
Term hereunder, to the extent that his position, title,
tenure, salary, age, health and other qualifications make him
eligible, the Executive shall be entitled to the following
employment benefits:
(i) vacation of four (4) weeks each calendar year and
sick leaves in accordance with ANMR's policies from time to
time in effect for officers and executive employees of ANMR;
and
(ii) participation, subject to requirements, in major
medical and dental, term life (with beneficiary selected by
the Executive), disability, or other insurance or
hospitalization plans and any pension, profit sharing or
other employee benefit plans, directors and officers
liability insurance, presently in effect or hereafter
instituted by ANMR and applicable to its officers and
executive employees generally.
5.07 Reimbursement of Expenses. In accordance
-------------------------
with the Companies' policies established from time to time,
ANMR or AMS, as applicable, shall pay or reimburse the
Executive for all reasonable and necessary out-of-pocket
expenses incurred by him in the performance of his duties to
either of the respective Companies under this Agreement.
Such expenses shall include, without limitation, $700 per
month for automobile expenses, as well as cellular and home
telephone charges for business use. It is understood that
the Executive shall make regular visits to the offices of the
Companies in Massachusetts for which he shall be reimbursed
for (i) travel expenses directly incurred in connection with
such commuting to and from Wilmington and (ii) hotel
accommodations in the Wilmington, Massachusetts area.
6. Protective Covenants.
--------------------
6.01 Confidentiality. Except as permitted or
---------------
directed by the Companies' Board of Directors, the Executive
shall not during the Term of this Agreement nor at any time
thereafter divulge, furnish or make accessible to anyone for
use in any way (other than in the ordinary course of the
business of the Companies) any confidential or secret
knowledge or information of either of the Companies or any of
their affiliates which the Executive has acquired or become
acquainted with prior to the termination of the period of his
employment by the Companies concerning any trade secrets,
confidential or secret designs, processes, formulae, plans,
devices or material (whether or not patented or patentable)
and budgets, business plans and contractual arrangements
directly or indirectly useful in any aspect of the business
of either of the Companies, any confidential customer or
supplier lists of either of the Companies, any confidential
or secret development or research work of either of the
Companies, or any other confidential or secret aspects of the
business of either of the Companies. The Executive
acknowledges that the above-described knowledge or
information constitutes a unique and valuable asset of each
of the Companies acquired at great time and expense by each
of the Companies, and that any disclosure or other use of
such knowledge or information other than for the sole benefit
of either of the Companies would be wrongful and would cause
irreparable harm to each of the Companies. Both during and
after the Term of this Agreement, the Executive shall refrain
from disclosing any confidential information that would
reduce the value of the use of such knowledge or information
to either of the Companies. The foregoing obligations of
confidentiality, however, shall not apply to any knowledge or
information which (i) at the time of disclosure or thereafter
is generally available to and known by the public (other than
as a result of its disclosure by the Executive), (ii) was
available to the Executive on a nonconfidential basis from a
source other than the Companies, provided that source is not
known by the Executive to be bound by any confidentiality
agreement with the Companies or otherwise subject to another
contractual, legal or fiduciary obligation of confidentiality
to the Companies or any other party or (iii) has been
independently acquired or developed by the Executive without
violating any of his obligations under this Agreement.
6.02 Non-Competition. The Executive recognizes
---------------
that the services to be performed by him for each of the
Companies are special and unique. The Executive further
recognizes that the nature of each of the Companies' business
is such that the Executive will have full knowledge of each
of the Companies' business plans, practices and secrets. The
parties therefore confirm that, in order to protect each of
the Companies' goodwill, it is necessary that the Executive
agree, and the Executive hereby does agree that during the
Term of his employment hereunder and for a period of one (1)
year following the termination of such employment (except if
this Agreement is not renewed at the end of any then Term,
the foregoing period shall be six (6) months following the
termination of employment), he shall not directly or
indirectly engage anywhere in the United States in
competition with either ANMR or AMS by being an employee,
shareholder, sole proprietor, partner, member or consultant
to an entity which is engaged in a business (the "Competitive
Business") similar to that conducted by ANMR, AMS or any of
their affiliates at any time during the six (6) month period
preceding his termination of employment with either ANMR or
AMS, as the case may be, provided that the termination of
employment with either of the Companies shall not, by reason
of this Section 6.02, restrict the Executive from continued
employment with the other Company.
6.03 Application. The restrictions in
-----------
Section 6.02 hereof shall not apply with respect to (i) a
passive investment by the Executive of less than 2% of the
outstanding shares of voting capital stock of any
corporation, (ii) employment by the Executive with an entity
in a management capacity in an area of business which does
not, directly or indirectly, include a Competitive Business,
(iii) a termination of this Agreement by both Companies other
than for cause pursuant to 7.05 hereof or by the Executive
for cause pursuant to Section 7.06 hereof or upon a change of
control pursuant to Section 7.07 hereof.
6.04 Remedies. The Executive agrees that any
--------
breach or threatened breach by him of any provision of this
Agreement shall entitle either or both of the Companies
affected by the breach, in addition to any other legal
remedies available to them, to apply to any court of
competent jurisdiction to enjoin such breach or threatened
breach.
7. Termination.
-----------
7.01 Disability of the Executive. The Executive
---------------------------
shall be considered disabled if, due to illness or injury,
either physical or mental, he is unable to perform his
customary duties and responsibilities as required by this
Agreement for more than six (6) months in the aggregate out
of any period of twelve (12) consecutive months. The
determination that the Executive is disabled shall be made by
the Executive Committee or by the Board of Directors of ANMR
based upon an examination and certification by a physician
selected by ANMR subject to the Executive's approval, which
approval shall not be unreasonably withheld. The Executive
agrees to submit timely to any required medical or other
examination, provided that such examination shall be
conducted at a location convenient to the Executive and that
if the examining physician is other than the Executive's
personal physician, the Executive shall have the right to
have his personal physician present at such examination.
7.02 Effect of Disability. If the Executive is
--------------------
found to be disabled pursuant to Section 7.01 hereof, within
30 days of such determination of disability, ANMR shall have
the option to terminate this Agreement by written notice to
the Executive stating the date of termination, which date may
be at any time subsequent to the date of such determination.
Upon termination of this Agreement due to disability as
provided herein, (i) the Companies shall pay to the
Executive, in proportion to the amounts they respectively
owe, the accrued amount of the Base Salary (and any Bonus),
prorated through the date of termination (other than expense
reimbursements which shall be paid in full), if, as and when
such amounts would be paid but for the termination of this
Agreement (ii) the Executive's inclusion in the health plan
shall continue at the expense of ANMR for a period of ninety
(90) days, provided the Executive does not obtain any
employment during that time which provides him with
comparable health plan coverage and also subject to any
changes in such plan as applicable to other executive
officers, (iii) the Companies shall pay to the Executive an
amount equal to (A) two (2) times his then Base Salary, less
(B) the aggregate amount of all income disability benefits
which he may be entitled to during the first twenty-four (24)
months after termination by reason of ANMR's disability
policies for which ANMR paid the premiums thereon, commencing
on the first day of the month immediately following the month
during which the foregoing termination of employment
occurred, and payable in twenty-four (24) equal monthly
installments, (iv) each of the Companies shall pay to the
Executive an amount equal to the product of (A) any Bonus
such Company had paid to the Executive for the immediately
preceding year of this Agreement multiplied by (B) a fraction
the numerator of which shall be the number of whole months
during the current year hereof that the Executive was an
employee of the respective Company and the denominator shall
be 12, and (v) all stock options and other equity based
awards granted by the Companies to the Executive shall become
fully vested and immediately exercisable subject to their
respective terms.
7.03 Death. If the Executive shall die during
-----
the term of this Agreement, this Agreement and the
Executive's employment hereunder shall terminate immediately
upon the Executive's death. Upon such termination, (i) the
Companies shall pay to the Executive's estate, in proportion
to the amounts they respectively owe, accrued amount of the
Base Salary (and any Bonus), benefits, reimbursements or
other sums payable pursuant to this Agreement accrued to the
date of death, (ii) the Companies shall pay to the Executive
an amount equal to two (2) times the Base Salary in effect at
his death, payable in twenty-four (24) equal monthly
installments, commencing on the first day of the month
immediately following the month in which the Executive died,
(iii) each of the Companies shall pay to the Executive's
estate an amount equal to the product of (A) any Bonus such
Company had paid to the Executive for the immediately
preceding year of this Agreement multiplied by (B) a fraction
the numerator of which shall be the number of whole months
during the current year hereof prior to the month in which
the Executive died and the denominator shall be 12, and (iv)
all stock options and other equity based awards granted by
the Companies to the Executive shall become fully vested and
immediately exercisable by the Executive's estate subject to
their respective terms.
7.04 By ANMR For Cause. Each of the Companies
-----------------
may terminate this Agreement for cause at any time. For
purposes of this Section 7.04, the term "cause" shall be
limited to (i) the willful engaging by the Executive in
misconduct which is materially injurious to ANMR or AMS or
their affiliates, (ii) the conviction of the Executive of a
crime involving any financial impropriety or which would
materially interfere with the Executive's ability to perform
his services required under this Agreement or otherwise be
materially injurious to ANMR or AMS, (iii) the failure of the
Executive to have disclosed to ANMR or AMS any prior
misconduct by the Executive which would adversely affect his
position with or status of the Companies, (iv) the failure of
the Executive to perform in any material respect any of his
material obligations under this Agreement without proper
justification, which failure is not cured within ten (10)
days after notice thereof from either of the Companies, or
(v) the breach by the Executive of any of his representations
herein. In the event this Agreement is terminated pursuant
to this Section 7.04, the Executive shall not be entitled to
any compensation other than his then current Base Salary or
any payments owed by ANMR or AMS which have accrued through
his date of termination, subject to the Companies' right of
offset based upon acts of the Executive which gave rise to
the termination and any other claims which the Companies may
then have against the Executive, and all stock options and
other equity based awards granted by the Companies to the
Executive which have not yet vested shall terminate.
7.05 By ANMR Not for Cause. If ANMR terminates
---------------------
this Agreement other than for cause as defined in
Section 7.04 hereof prior to the end of the then Term hereof,
the Executive shall be entitled to (i) the continuation of
his then Base Salary for three (3) full years from the date
of termination if the termination date is within two (2)
years of the Commencement Date or for two (2) full years from
the date of termination if the termination date is more than
two (2) years after the Commencement Date, which payments
shall be made in monthly installments, (ii) any payments owed
by ANMR or AMS which have accrued through his date of
termination, (iii) any Bonus through the end of the current
fiscal year, (iv) the continuation of his participation in
the health plan at the expense of ANMR for a period of two
(2) years subject to termination of such health benefits upon
the Executive becoming covered by a comparable plan offered
by a subsequent employer and also subject to any changes in
such plan as applicable to other executive officers, and (v)
all stock options and other equity based awards granted by
the Companies to the Executive under a plan of either of the
Companies shall become fully vested and immediately
exercisable subject to their respective terms.
7.06 By the Executive for Cause. The Executive
--------------------------
may terminate this Agreement for cause at any time upon
written notice given to the Companies not more than thirty
(30) days after the Executive becomes aware of an event which
may constitute "cause." For purposes of this Section 7.06,
the term "cause" shall be limited to (I) the failure of
either of the Companies to perform in any material respect
any of its material obligations under this Agreement without
proper justification, and such failure continues for at least
fifteen (15) days after written notice from the Executive to
the Companies specifying the nature of the alleged failure,
(II) a change in title or responsibilities or functions of
the Executive, (III) a change in reporting to Xxxx Xxxxxx,
the current Chairman and CEO of ANMR or AMS, unless such
person's employment is terminated by reason of his death,
disability, voluntary resignation or removal for cause by the
respective Boards of Directors, or (IV) the relocation of the
Executive Offices of the Company to a site more than 30 miles
away from the current Executive Offices without the prior
consent of the Executive. In the event that the Executive
terminates this Agreement pursuant to this Section 7.06, the
Executive shall then be entitled to a severance payment equal
to an amount equal to: (i) three (3) times his then Base
Salary if the termination date is within two (2) years of the
Commencement Date or two (2) times his then Base Salary if
the termination date is more than two (2) years after the
Commencement Date, payable within thirty (30) days after the
termination of this Agreement by reason of this Section 7.06,
(ii) any payments owed by ANMR or AMS which have accrued
through his date of termination, (iii) any Bonus through his
date of termination, (iv) the continuation of his
participation in the health plan at the expense of ANMR for a
period of two (2) years subject to termination of such health
plan benefits upon the Executive becoming covered by a
comparable plan offered by a subsequent employer and also
subject to any changes in such plan as applicable to other
executive officers, and (v) all stock options and other
equity based awards granted to the Executive under a plan of
either of the Companies shall become fully vested and
immediately exercisable subject to their respective terms.
7.07 Change in Control of the Company. If, at
--------------------------------
anytime during the Term hereof, a change in control of ANMR
(as defined in Section 7.08 hereof) occurs, then within sixty
(60) days after receipt of written notice of such change in
control of ANMR, the Executive may, by written notice to ANMR
(or its successor), terminate this Agreement. In the event
of said termination, (i) the Executive shall receive a lump
sum payment equal to 2.99 times his then current Base Salary,
payable within thirty (30) days after termination of this
Agreement, (ii) ANMR (or its successor) shall maintain, at
its expense, the health plan coverage of the Executive for a
period of twelve (12) months after such termination, subject
to termination of such health plan benefits upon the
Executive becoming covered by a comparable plan offered by a
subsequent employer and also subject to any changes in such
plan as applicable to other executive officers and (iii) all
stock options and other equity based awards granted to the
Executive under a plan of either of the Companies shall
become fully vested and exercisable subject to their
respective terms; provided, however, if the amount to be paid
-------- -------
or distributed to the Executive pursuant to this Section 7.07
(taken together with any amounts otherwise to be paid or
distributed to the Executive by the Companies) (such amounts
collectively the "Section 7.07 Payment") would result in the
application of an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or
any successor or similar provision thereto, the Section 7.07
Payment shall not be paid or distributed in the amounts or at
the times otherwise required by this Agreement, but shall
instead be paid or distributed annually, beginning within
thirty (30) days after the termination date pursuant to
Section 7.06 hereof and thereafter on each anniversary
thereof, in the maximum substantially equal amounts and over
the minimum number of years that are determined to be
required to reduce the aggregate present value of Section
7.07 Payment to an amount that will not cause any Section
7.07 Payment to be non-deductible under Section 280G of the
Code. For purposes of this Section 7.07, present value shall
be determined in accordance with Section 280G(d)(4) of the
Code. All determinations to be made under the foregoing
proviso to this Section 7.07 shall be made by the accounting
firm which served as the Company's independent public
accountant immediately prior to the change of control (the
"Accounting Firm"), which firm shall provide its
determinations and any supporting calculations both to the
Company and the Executive within twenty (20) days of the
termination date. Any determination by the Accounting Firm
shall be binding upon the Company and the Executive.
7.08 Change of Control, Defined. "Change of
--------------------------
control of ANMR" shall be deemed to have occurred if:
(a) any "person" or "group" (as "person" and
"group" are defined in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), other than (i) the Executive or a person controlled
by him, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of ANMR, (iii) a person or
group by reason of a transaction with ANMR approved by the
ANMR Board of Director as constituted in accordance with
Subsection (b) below, or (iv) a corporation owned, directly
or indirectly, by the stockholders of ANMR in substantially
the same proportions, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of ANMR representing 20% or more
of the combined voting power of ANMR's then outstanding
securities; or
(b) individuals who on the Commencement Date
constitute members of the Board of Directors, or successors
chosen by such individuals, shall cease for any reason to
constitute a majority of the whole Board of Directors.
8. Assignment.
----------
8.01 Assignment and Inurement. This Agreement
------------------------
shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, administrators, successors
and permitted assigns. ANMR may, without the consent of the
Executive, assign its rights and obligations under this
Agreement to any corporation, firm or other business entity,
subject to the Executive's right to terminate this Agreement
pursuant to Section 7.06 hereof.
8.02 Separation. In the event that the Shared
----------
Services Agreement between AMS and ANMR terminates for any
reason and is not replaced by a similar sharing arrangement,
AMS would cease to have any obligation hereunder from the
date of the termination of the Shared Services Agreement and
the Executive's services shall thereafter be rendered solely
at the direction of ANMR, and the Executive's post-employment
obligations to AMS under Section 6.02 hereof shall commence
upon AMS ceasing to have any further obligation hereunder.
The termination of AMS's obligations hereunder pursuant to
the immediately preceding sentence shall not reduce the
compensation payable to the Executive under this Agreement.
9. Miscellaneous.
-------------
9.01 Governing Law. This Agreement is made under
-------------
and shall be governed by and construed in accordance with the
laws of the State of New Jersey.
9.02 Prior Agreements. This Agreement contains
----------------
the entire agreement of the parties relating to the subject
matter hereof and supersedes all prior agreements and
understandings (written or oral) with respect to such subject
matter. The parties hereto have made no agreements,
representations or warranties relating to the subject matter
of this Agreement which are not set forth herein.
9.03 Withholding Taxes. The Companies may
-----------------
withhold from any benefits payable under this Agreement all
federal, state, city and other taxes as shall be required
pursuant to any law or governmental regulation or ruling.
9.04 Amendments. No amendment or modification of
----------
this Agreement shall be deemed effective unless made in
writing and executed by the parties hereto. Any written
waiver shall not be deemed a continuing waiver unless
specifically stated, shall operate only as to the specific
term or condition for the future or as to any act other than
that specifically waived.
9.05 Notices. Any notice, request, demand or
-------
other document to be given hereunder shall be in writing, and
shall be delivered personally or sent by registered,
certified or express mail or facsimile followed by mail as
follows:
If to ANMR:
Advanced NMR Systems, Inc.
00 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Chairman of the Board
(Fax) (000) 000-0000
If to AMS:
Advanced Mammography Systems, Inc.
00 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Chairman of the Board
(Fax) (000) 000-0000
If to the Executive:
Xxxxxxx Xxxx
000 Xxxx Xxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Fax (000) 000-0000
or to such other address as either party hereto may
hereinafter duly give to the other parties hereto.
9.06 Severability. To the extent any provision
------------
of this Agreement shall be invalid of unenforceable, it shall
be considered deleted here from and the remainder of such
provision and of this Agreement shall be unaffected and shall
continue in full force and effect. In furtherance and not in
limitation of the foregoing, should the duration of
geographical extent of, or business activities covered by any
provisions of this Agreement be in excess of that which is
valid or enforceable under applicable law, then such
provision shall be construed to cover only that duration,
extent or activities which may valid and enforceable be
covered. The Executive acknowledges the uncertainty of the
law in this respect and expressly stipulates that this
Agreement be given the construction which renders its
provisions valid and enforceable to the maximum extent (not
exceeding its express term) possible under applicable law.
9.07 Counterparts. This Agreement may be
------------
executed in counterparts, each of which shall be deemed an
original and all of which shall constitute a single
instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year set forth above.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Xxxx Xxxxxx
------------------------
Xxxx Xxxxxx, Chairman
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
By: /s/ Xxxx Xxxxxx
------------------------
Xxxx Xxxxxx, Chairman
/s/ Xxxxxxx Xxxx
------------------------
XXXXXXX XXXX
