Employment Agreement
Exhibit
10.1
This
Employment Agreement (the “Agreement”)
is
made and entered into effective as of August 27, 2007 (the “Effective
Date”),
by
and between g8wave Holdings, Inc., a Delaware corporation whose executive office
is located at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000 (the
“Company”),
and
Xxxxxxx X. Xxxx, Xx. (the “Executive”),
an
individual residing at 00 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000. The Company
and the Executive are hereinafter collectively referred to as the “Parties,”
and
individually referred to as a “Party.”
Recitals
WHEREAS,
the Company desires to hire the Executive as its Chief Financial Officer, and
the Executive desires to be employed by the Company in such capacity, on the
terms and subject to the conditions set forth in this Agreement.
NOW,
THEREFORE, in
consideration of the foregoing and the mutual promises and covenants herein
contained, and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, agree as follows:
Agreement
1. EMPLOYMENT.
1.1 Term.
The
Company hereby employs the Executive as the Company’s Chief Financial Officer,
and the Executive hereby accepts such employment by the Company, for a period
commencing on the date hereof and expiring on the first to occur of (a) the
termination of the Executive’s employment pursuant to Section
4
hereof,
and (b) October 1, 2009 (as such date may be extended in accordance with this
Agreement, the “Expiration
Date”).
The
Executive’s employment pursuant to this Agreement shall automatically renew for
additional one (1) year periods, unless either party notifies the other party
in
writing of its desire not to renew the Executive’s employment under this
Agreement at least ninety (90) days prior to the then current Expiration Date.
The period beginning on the date hereof and ending on October 1, 2009 is
hereinafter referred to as the “Initial
Term.”
The
period of time during which the Executive is employed by the Company pursuant
to
this Agreement, is hereinafter referred to as the “Term.”
1.2 Title.
During
the Term, the Executive shall have the title of Chief Financial Officer of
the
Company.
1.3 Duties.
During
the Term, the Executive shall do and perform all lawful services, acts or things
necessary or advisable to manage and conduct the business of the Company and
which are normally associated with the position of Chief Financial Officer
for
similar companies, consistent with the bylaws of the Company and as required
or
directed by the Company’s Chief Executive Officer its Board of Directors (the
“Board”).
1.4 Policies
and Practices.
The
Executive shall abide by the policies and practices established by the Company
and the Board.
2.
LOYAL
AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.
2.1 Loyalty.
During
the Term, the Executive shall (a) devote the Executive’s full business energies,
interest, abilities and productive time (excluding vacations and other leaves
of
absence taken in accordance with this Agreement and the policies and procedures
of the Company) to the business of the Company and the proper and efficient
performance of the Executive’s duties under this Agreement, (b) use his efforts
to promote the interests of the Company, and (c) shall report directly to the
Chief Executive Officer. Except as otherwise expressly provided in this
Agreement, during the Term the Executive shall not engage in any other
businesses or pursuits whatsoever, or directly or indirectly render any services
of a business or commercial nature to any other person or entity, whether for
compensation or otherwise, without the prior written consent of the Chief
Executive Officer. Nothing in this Agreement, however, will prevent the
Executive from (i) serving as a director to other companies with the prior
written approval of the Chief Executive Officer, (ii) serving as a director
or a
member of networking or industry associations, or (iii) engaging in any
charitable, political or other not-for-profit activity, provided that the
activities described in clauses
(i)
through
(iii)
do
not
materially interfere with the performance by the Executive of his duties under
this Agreement.
2.2 Covenant
not to Compete.
The
Executive acknowledges that he has established, and will continue to establish,
favorable relations with the customers, clients and accounts of the Company,
and
will have access to trade secrets and other proprietary information of the
Company. Therefore, in consideration of such relations and access and the
entering into of this Agreement by the Company, and to further protect such
trade secrets and proprietary information, the Executive agrees that at all
times during his employment with the Company through the twelfth (12) month
anniversary of the date of termination or expiration of the Executive’s
employment, the Executive will not, directly or indirectly, without the express
written consent of the Chief Executive Officer:
(A) own
or
have any interest in, or act as an officer, director, partner, principal,
employee, agent, representative, consultant or independent contractor of, or
in
any way assist in, any business which is engaged, directly or indirectly, in
any
business competitive with the Company in those markets and/or product lines
and
within those jurisdictions in which the Company competes at any time during
the
Term, or become associated with or render services to any person, firm,
corporation or other entity so engaged (“Competitive
Businesses”);
provided,
however, that the Executive may own without the express written consent of
the
Company not more than two percent (2%) of the issued and outstanding securities
of any company or enterprise whose securities are listed on a national
securities exchange or actively traded in the over the counter market;
(B) solicit
clients, customers or accounts of the Company for, on behalf of, or otherwise
related to, any such Competitive Businesses or any products related thereto;
or
(C) solicit
any person who is, or shall be, in the employ or service of the Company to
leave
such employ or service for employment with the Executive or an affiliate of
the
Executive.
Notwithstanding
the foregoing, if any court of competent jurisdiction determines that the
covenant not to compete, or any part thereof, is unenforceable because of the
duration of such provision or the geographic area or scope covered thereby,
such
court shall have the power to reduce the duration, area or scope of such
provision to the extent necessary to make the provision enforceable and, in
its
reduced form, such provision shall then be enforceable and shall be enforced.
The Company shall pay and be solely responsible for any attorney’s fees,
expenses, costs and court or arbitration costs incurred by the Executive in
any
matter or dispute between the Executive and the Company which pertains to this
Section
2.2
if the
Executive prevails in the contest in whole or in part.
3. COMPENSATION
OF THE EXECUTIVE.
3.1 Base
Salary.
During
the Term, the Company shall pay the Executive a base salary of $175,000 per
year
(said amount, together with any increases as may be determined from time to
time
by the Chief Executive Officer, in his or her sole discretion, being hereinafter
referred to as the “Base
Salary”),
less
payroll deductions and all required withholdings payable in regular periodic
payments in accordance with Company policy. Such Base Salary shall be prorated
for any partial year of employment on the basis of a 365-day fiscal year.
3.2 Annual
Bonus Compensation. In
addition to the annual Base Salary, the Executive shall be eligible to receive
an annual performance bonus (the “Annual
Bonus”)
of up
to 20% of the then current Base Salary (the “Target”).
The
amount of the Annual Bonus shall be determined by the Chief Executive Officer,
in his or her sole discretion, shall be based upon the Executive’s performance
in meeting targets determined by the Chief Executive Officer, and shall be
prorated for any partial year of employment on the basis of a 365-day fiscal
year. The Target may not be decreased during the Term. The Executive’s bonus
shall be payable on or before February 1 of each year following the year in
which it is earned, beginning in February 2008. The Company may require Board
and stockholder approval of any performance based compensation payable to the
Executive under this Agreement to the extent necessary or advisable under
applicable law or the rules of any exchange or market on which the Company’s
shares are then listed.
3.3 Increases
in Compensation.
Except
as otherwise provided herein, increases to the Executive’s Base Salary and
Annual Bonus will be subject to the sole discretion of the Chief Executive
Officer.
3.4 Employment
Taxes.
All of
the Executive’s compensation shall be subject to customary withholding taxes and
any other employment or other taxes that are required to be collected or
withheld by the Company under applicable law.
3.5 Benefits.
The
Executive shall, in accordance with Company policy and the terms of the
applicable plan documents, be entitled to participate in any and all employee
benefits plans, medical insurance plans, life insurance plans, disability
insurance plans, retirement plans, 401(k), vacation plans, health insurance
plans and any other benefit plans or arrangements which the Company may from
time to time have in effect for a senior executive. The Company further agrees
that Executive shall be entitled to 15 days of vacation per calendar year.
To
the extent accrued vacation time is unused in any given year, it may be carried
over in accordance with the policies of the Company then in effect; provided,
that
the Executive shall not be entitled to carry over any unused vacation for a
period exceeding two (2) years (i.e., 30 days).
3.6 Expense
Reimbursement. The
Company shall reimburse the Executive for any and all reasonable business
expenses incurred by the Executive in the performance of his duties hereunder,
including, without limitation, those incurred in connection with business
related travel (coach for flights less than 6 hours, business class for flights
6 hours or more), telecommunications and entertainment expenses, so long as
such
expenses have been incurred for and promote the business of the Company.
Notwithstanding the above, the Company shall not pay or reimburse the Executive
for the costs of any membership fees or dues for private clubs, civic
organizations, and similar organizations or entities, unless such organizations
and the fees and costs associated therewith have first been approved in writing
by the Chief Executive Officer, in his or her sole discretion. As a condition
to
reimbursement under this Section
3.6,
the
Executive shall furnish to the Company adequate records and other documentary
evidence required by federal and state statutes and regulations for the
substantiation of each expenditure. The Executive acknowledges and agrees that
failure to furnish the required documentation may result in the Company denying
all or part of the expense for which reimbursement is sought.
3.7 Restricted
Stock Unit Grant.
Promptly
following the registration of the Company’s Common Stock issuable under its 2007
Equity Incentive Plan (the “Plan”)
with
the Securities and Exchange Commission and any applicable state securities
regulatory agencies (to the extent required for the Common Stock or RSUs to
be
issuable under the Plan), the Company shall grant under the Plan restricted
stock units (the “RSUs”)
to
Executive covering 166,725 shares of the Company’s Common Stock (the
“Common
Stock”).
25% of
the RSUs shall vest on the one year anniversary of Executive’s employment
hereunder, and the remaining 75% shall vest ratably in monthly installments
over
the next three years of Executive’s employment hereunder. All shares of Common
Stock underlying the RSUs shall be issued promptly after the RSUs have vested.
The RSUs will be subject to the terms and conditions of the Plan. Executive’s
right to receive new equity incentives in the future will be determined and
approved by the Chief Executive Officer, in his or her sole discretion, in
connection with ongoing executive compensation reviews. The
Company may require Board and stockholder approval of any performance based
compensation payable to the Executive under this Agreement to the extent
necessary or advisable under applicable law or the rules of any exchange or
market on which the Company’s shares are then listed.
3.8 Change
of Control. For
purposes of this agreement, “Change
of Control”
shall
mean, (i) a sale, lease of other disposition of all or substantially all of
the
assets of the Company (which shall mean the business assets responsible for
85%
or more of the revenues of the Company), or (ii) any consolidation or merger
of
the Company or a subsidiary of the Company with or into any other corporation
or
other entity or person, or any other corporate reorganization, in which, and
as
a result of which, the stockholders of the Company immediately prior to such
consolidation, merger or reorganization, own less than a majority of the
Company’s voting power immediately after such consolidation, merger or
reorganization, or any transaction or series of related transactions in which,
and as a result of which, the stockholders of the Company immediately prior
to
such transaction or series of related transactions own less than a majority
of
the Company’s voting power after such transaction or series of related
transactions. In the event of Change of Control during the Term, the Executive
shall be entitled to (1) 100% vesting acceleration of all the Executive’s RSUs
and prompt issuance of the Common Stock underlying such RSUs, and (2) a
severance payment equal to 12 months of the Base Salary and the Annual Bonus
at
the Target amount; provided,
that if
the person or entity that acquires the Company or its assets as part of the
Change of Control requests that the Executive continue as an employee of the
Company (or its successor) on substantially the terms set forth herein, the
Company’s obligation to pay the severance payment set forth in clause
(2)
above
shall be conditioned on the Executive agreeing to continue such employment
for a
period of ninety 90 days from the date of the Change of Control, or such lesser
period of time as the person or entity shall request.
4. TERMINATION.
4.1 Termination
of Employment and Compensation Upon Termination.
4.1.1 Death
or Disability.
The
Executive’s employment with the Company shall terminate effective upon the date
of the Executive’s death or “Complete Disability” (as defined in Section
4.2.1).
If the
Executive’s employment shall be terminated by death or Complete Disability, the
Company shall pay to the Executive or the Executive’s estate (i) the Executive’s
accrued Base Salary, (ii) the Executive’s accrued and unused vacation benefits,
(iii) any of the Executive’s incentive compensation, including his Annual Bonus,
earned through the date of termination, in each case, subject to required
deductions and withholdings
and
payable within fifteen (15) days of the date of termination,
(iv)
in
the event of death, six (6) months’vesting acceleration of the Executive’s RSUs
and
prompt issuance of the Common Stock underlying such RSUs,
and (v)
in the event of disability, six (6) months’ vesting acceleration of the
Executive’s RSUs and
prompt issuance of the Common Stock underlying such RSUs,
continuation for 6 months of the Base Salary and benefits, including health
insurance, life insurance, and pension benefits in effect at the time of
termination,
and
(vi) the Executive shall have the opportunity to review and comment upon any
press release announcing his departure from the Company,
and the
Company shall thereafter have not further obligations to the Executive (or
his
estate).
4.1.2 Termination
for Cause.
The
Company may terminate the Executive’s employment under this Agreement for
“Cause” (as defined in Section
4.2.2)
by
delivery of written notice to the Executive specifying the Cause or Causes
relied upon for such termination. If the Executive’s employment shall be
terminated by the Company for Cause, the Company shall promptly issue the Common
Stock underlying the Executive’s RSUs that have vested through the date of
termination, pay the Executive’s accrued Base Salary and accrued and unused
vacation benefits earned through the date of termination at the rate in effect
at the time of the notice of termination to Executive, in each case, subject
to
required deductions and withholdings, and the Company shall thereafter have
no
further obligations to the Executive.
4.1.3 Termination
Without Good Reason.
The
Executive may terminate his employment with the Company without Good Reason
upon
twenty (20) business days’ written notice to the Company. If the Executive’s
employment shall be terminated by the Executive without Good Reason, the Company
shall promptly issue all of shares of Common Stock underlying the Executive’s
RSUs that have vested through the date of termination and pay the Executive
(i)
the accrued Base Salary, (ii) the Executive’s accrued and unused vacation
benefits, and (iii) any of the Executive’s incentive compensation, including his
Annual Bonus, earned through the date of termination, in each case, subject
to
required deductions and withholdings,
and
payable within fifteen (15) days of the date of termination, and (iv)
the
Executive shall have the opportunity to review and comment upon any press
release announcing his departure from the Company and
the
Company shall thereafter have no further obligation to the Executive.
4.1.4 Termination
Without Cause or for Good Reason.
The
Company may terminate the Executive’s employment under this Agreement without
Cause upon written notice of such termination to the Executive. In addition,
the
Executive may terminate his employment with the Company for Good Reason (as
defined in Section
4.2.3)
upon
ten (10) days written notice to the Company specifying the Reason or Reasons
relied upon for such termination. If the Executive’s employment is terminated
(a) by the Company for any reason other than Cause, Death or Disability, or
(b)
by the Executive for Good Reason, then the Executive shall be entitled to the
following; (i) the Executive’s Base Salary and accrued and unused vacation
earned through the date of termination, subject to standard deductions and
withholdings; (ii) continuation of the Executive’s annual Base Salary, health
insurance, life insurance, and pension benefits and vacation accruals in effect
at the time of termination for a period of six (6) months after the date of
termination, subject to standard deductions and withholdings and paid according
to the Company’s standard payroll schedule (in the event that entitlement to the
health and welfare benefits is not allowed by law, the Executive shall be
entitled to the cash equivalent of the benefit); (iii) a pro rata percentage
of
the Executive’s Annual
Bonus at the Target amount payable by the Company within fifteen (15) days
of
the date of termination;
(iv)
six (6) month vesting acceleration and prompt issuance of the Executive’s
RSUs
vested through the date of termination;
and (v)
the
Executive shall have the opportunity to review and comment upon any press
release announcing his departure from the Company and
the
Company shall thereafter have no further obligation to the
Executive.
4.2 Definitions.
For
purposes of this Agreement, the following terms shall have the following
meanings:
4.2.1 Complete
Disability. “Complete
Disability”
shall
mean the inability of the Executive to perform the Executive’s duties under this
Agreement because the Executive has become permanently disabled within the
meaning of any policy of disability income insurance covering executives of
the
Company then in force. In the event the Company has no policy of disability
income insurance covering executives of the Company in force when the Executive
becomes disabled, the term “Complete Disability” shall mean the inability of the
Executive to perform the Executive’s duties under this Agreement by reason of
any incapacity, physical or mental, for a period of at least one hundred twenty
(120) days during a twelve (12) month period.
4.2.2 For
Cause.“Cause”
for
the
Company to terminate Executive’s employment hereunder shall mean the occurrence
of any of the following events: (i) any material breach of this Agreement by
the
Executive which is not cured by the Executive within
30
days after the receipt of notice from the Chief Executive Officer of such
breach, which notice shall state in reasonable detail the facts and
circumstances claimed to be a breach and of the intent of the Company to
terminate the Executive’s employment upon the failure of the Executive to cure
such breach;
(ii)
the conviction of, or pleading of nolo contendre by, the Executive of any
felony; (iii) the material violation by the Executive of any statutory or
fiduciary duty to the Company; (iv) any willful misconduct of the Executive
which has a materially injurious effect on the business of the Company; or
(v)
the willful and gross dishonesty of the Executive which has a materially
injurious effect on the business of the Company. For purposes of this Agreement,
no act or failure to act, on the part of the Executive, shall be considered
“willful” if it is done, or omitted to be done, by the Executive in good faith
or with reasonable belief that his action or omission was in the best interest
of the Company.
4.2.3 For
Good Reason. “Good
Reason”
for
the
Executive to terminate his employment hereunder shall mean any of the following
events, (i) any material breach of this Agreement by the Company that is not
cured by the Company within
30
days after the receipt of written notice from the Executive of such breach,
which notice shall state in reasonable detail the facts and circumstances
claimed to be a breach and of the intent of the Executive to terminate the
Executive’s employment upon the failure of the Company to cure such
breach;
(ii)
without Executive’s written consent, a decrease in the then-current Base Salary
or maximum rate of the Target, pursuant to Section
3.2
hereof;
(iii) without Executive’s written consent, requiring Executive to regularly
report to work at a facility outside of a thirty (30) mile radius from
Executive’s current personal residence.
4.3 Survival.
Upon
the expiration of the Term or, if earlier, in the event that Executive’s
employment is terminated, this Agreement shall terminate and no longer have
any
further force or effect, except that the following provisions shall survive:
Sections 2.2,
4.3,
5,
and
7
through
16.
In
addition, the termination or expiration of this Agreement shall not affect
the
rights of any Party that accrued prior to such termination or expiration,
including, but not limited to, any rights to acceleration of RSUs or other
equity compensation and any payment obligations, as provided herein.
5.
CONFIDENTIAL
AND PROPRIETARY INFORMATION
5.1 Confidentiality.
The
Executive recognizes that Executive’s employment with the Company will involve
contact with information of substantial value to the Company, which is not
generally known in the trade, and which gives the Company an advantage over
its
competitors who do not know or use it, including but not limited to, techniques,
designs, drawings, processes, inventions know how, strategies, marketing, and/or
advertising plans or arrangements, developments, equipment, prototypes, sales,
supplier, service provider, vendor, distributor and customer information, and
business and financial information relating to the business, products, services,
practices and techniques of the Company (hereinafter referred to as
“Confidential
and Proprietary Information”).
The
Executive will at all times regard and preserve as confidential such
Confidential and Proprietary Information obtained by the Executive from whatever
source and will not, either during Executive’s employment with the Company or
thereafter, publish or disclose any part of such Confidential and Proprietary
Information in any manner at any time, or use the same except on behalf of
the
Company, without the prior written consent of the Chief Executive Officer.
Executive understands, in addition, that the Company has received and in the
future will receive from third parties confidential or proprietary information
(“Third Party Information”)
subject to a duty of the Company to maintain the confidentiality of such
information and to use it only for certain limited purposes. During the Term
and
thereafter, Executive will hold Third Party Information as confidential and
will
not disclose to anyone (other than Company personnel who need to know such
information in connection with their work for the Company) or use, except in
connection with Executive’s work for the Company, Third Party Information unless
expressly authorized by the Chief Executive Officer in writing. When Executive
leaves the employ of the Company, Executive will deliver to the Company any
and
all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing
or disclosing any Third Party Information or Confidential and Proprietary
Information of the Company.
5.2 Specific
Performance. Recognizing
that irreparable damage will result to the Company in the event of the breach
or
threatened breach of any of covenants and assurances by the Executive contained
in Sections
2.2
or this
Section
5.2,
and
that the Company’s remedies at law for any such breach or threatened breach may
be inadequate, the Company and its successors and assigns, in addition to such
other remedies which may be available to them, shall, upon making a sufficient
showing under applicable law, be entitled to an injunction to be issued by
any
court of competent jurisdiction ordering compliance with this Agreement or
enjoining and restraining the Executive, and each and every person, firm or
company acting in concert or participation with him, from the continuation
of
such breach.
6. INDEMNIFICATION
The
Company shall enter into a reasonable and customary indemnification agreement
with the Executive, which agreement, to the fullest extent permitted by the
Company’s charter documents and applicable law, shall require the Company to
defend and indemnify Executive and hold Executive harmless against any liability
that Executive incurs within the scope of his employment with Company. Such
indemnification agreement shall be on substantially similar terms as those
entered into by the Company with its Chief Financial Officer. In addition,
the
Company shall maintain sufficient Directors and Officers liability insurance
covering its directors and officers consistent with prevailing commercial
practices of similarly situated companies.
7. ASSIGNMENT
AND BINDING EFFECT.
This
Agreement shall be binding upon and inure to the benefit of the Executive and
the Executive’s heirs, executors, personal representatives, administrators and
legal representatives. Because of the unique and personal nature of the
Executive’s duties under this Agreement, neither this Agreement nor any rights
or obligations under this Agreement shall be assignable by the Executive. This
Agreement shall be binding upon and inure to the benefit of the Company and
its
successors, assigns and legal representatives.
8. NOTICES.
All
notices or demands of any kind required or permitted to be given by the Company
or the Executive under this Agreement shall be given in writing and shall be
personally delivered (and receipted for), faxed (with written evidence of
successful transmission) during normal business hours, or mailed by certified
mail, return receipt requested, postage prepaid, addressed as follows:
If
to the
Company: G8wave, Inc. 000 Xxxxxxxxx Xxx, Xxxxxx, XX 00000, fax number (000)
000-0000, with a copy to Eisner & Xxxxx, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxx Xxxxx, XX 00000, Attention Xxxxx Xxxxxx, Esq.
If
to the
Executive: Xxxxxxx X. Xxxx, Xx., 00 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, XX
00000.
Either
Party may change its address for notices by giving notice to the other Party
in
the manner specified in this section.
9. CHOICE
OF LAW
This
Agreement and all amendments hereto shall be governed by and construed in
accordance with the laws of the State of Massachusetts, without reference to
conflict of law rules thereof.
10. AMENDMENT.
This
Agreement cannot be amended or modified except by a written agreement signed
by
the Executive and the Company.
11. WAIVER.
No
term,
covenant or condition of this Agreement or any breach thereof shall be deemed
waived, except with the written consent of the Party against whom the wavier
is
claimed, and any waiver or any such term, covenant, condition or breach shall
not be deemed to be a waiver of any preceding or succeeding breach of the same
or any other term, covenant, condition or breach.
12. SEVERABILITY.
The
finding by a court of competent jurisdiction of the unenforceability, invalidity
or illegality of any provision of this Agreement shall not render any other
provision of this Agreement unenforceable, invalid or illegal.
13. REPRESENTATIONS
AND WARRANTIES.
The
Executive represents and warrants that Executive is not restricted or
prohibited, contractually or otherwise, from entering into and performing each
of the terms and covenants contained in this Agreement, and that Executive’s
execution and performance of this Agreement will not violate or breach any
other
agreements between the Executive and any other person or entity.
14. COUNTERPARTS.
This
Agreement may be executed in two counterparts and by facsimile or electronic
signature, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument.
15. Developments.
The
Executive hereby assigns to the Company his entire right, title and interest
in
all know-how, inventions, designs, discoveries and improvements, customer lists,
trade secrets and ideas, writings and copyrightable and other material, which
may be conceived by the Executive or developed or acquired by him during the
Term and which is reasonably related to the business in which the Company is
then engaged or planning to engage (“Developments”).
The
Executive agrees to promptly and fully disclose in writing to the Company all
such Developments. The Executive will, upon the Company's request, execute,
acknowledge and deliver to the Company all instruments and do all other acts
which are necessary or desirable to entitle the Company to all rights in and
to
the foregoing and enable the Company to file and prosecute applications for,
and
to acquire, maintain and enforce all letters, trademark registrations or
copyrights with respect to and otherwise protect the foregoing in all
countries.
16. Entire
Agreement.
This
Agreement constitutes the entire agreement and understanding between the Parties
related to the subject matter hereof, and supersedes all prior or
contemporaneous agreements or understandings between the Parties related to
the
subject matter hereof, whether oral or written.
[SIGNATURE
PAGE FOLLOWS]
In
Witness Whereof,
the
Parties have executed this Agreement as of the date first above
written.
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Executive:
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By: /s/
Xxxxx
Xxxxxx
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By:/s/
Xxxxxxx X. Xxxx,
Xx.
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Name:
Xxxxx Xxxxxx
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Xxxxxxx X. Xxxx, Xx.
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Its: President
& Chief Executive Officer
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