EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 16th
day of June, 1999 by and between Clariti Telecommunications International Ltd.,
a Delaware corporation ("Company"), and Xxxxxx X. Xxxxxxx ("Executive").
WHEREAS, Company desires to employ Executive as its Chief Executive
Officer and Executive desires to be employed by Company, upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth and the mutual benefits to be derived herefrom, and intending to be
legally bound hereby, the Company and the Executive agree as follows:
1. Employment and Term.
Company hereby employs Executive and Executive hereby accepts employment for a
term commencing on June 21, 1999 and continuing until June 20, 2002, unless
sooner terminated as provided for in this Agreement. Company and Executive
have the option to renegotiate this Agreement beyond the three-year period.
Executive hereby warrants and represents to Company that he is free to enter
into this Agreement and is not a party to any agreement, written or otherwise,
or bound by any restrictions, which limit or restrict him from entering into
this Agreement or performing the services, duties and responsibilities called
for hereunder. The Company acknowledges that the Executive has made the Company
aware of a non-compete provision from his prior employment which has been
reviewed by the Executive and Company's respective counsels and the parties
mutually agree that the employment of Executive by the Company does not violate
the provisions of Executive's prior non-compete agreement.
2. Duties.
2.1 Executive shall perform the duties of the Chief Executive Officer of the
Company and such additional executive duties of Company and its affiliates as
may be, from time to time, requested of him by the Company's Board of Directors
and/or the Chairman of the Company. As Chief Executive Officer of the Company,
the Executive shall report to the Chairman of the Company and the Company Board
of Directors. The Company shall indemnify the Executive for all acts performed
as an officer of the Company to the maximum extent permitted by law. The
Company shall maintain Directors & Officers liability insurance in such amounts
as are determined by the Board of Directors, which shall include coverage of
the Executive.
2.1.1 The duties as Chief Executive Officer of the Company shall include
but not be limited to (i) having general and active management of the business
of the Company (ii) seeing that all orders and resolutions of the Board are
carried into effect, subject however, to the right of the directors to delegate
any specific powers, except such as may be by statute exclusively conferred on
any other officer or officers of the Company (iii) executing bonds, mortgages
and other contracts requiring a seal, under the seal of the Company (iv) be Ex-
Offico a member of all committees (v) have the general powers and duties of
supervision and management usually vested in the office of Chief Executive
Officer of a Company (vi) assist the Board of Directors and Chairman in
formulating the business plan, goals and objectives for the Company's future
growth.
2.2 Executive shall devote his full professional time and best efforts to the
performance of his duties and responsibilities hereunder to advance the
interests of the Company and shall not during the term of this Agreement (as
defined in Section 1 hereof) be employed, involved or otherwise engaged in,
either directly or indirectly, any other employment for gain, profit or other
pecuniary advantage, without prior written consent of Company. At no time
shall Executive engage in any activity that conflicts with the business of the
Company or its affiliates. Nothing set forth in this section 2.2 shall be
construed to prevent Executive from (i) acting as a member of Board of Trustees
or a member of Board of Directors of any other corporation, or as a member of
the Board of Trustees of any organization or entity which is not a competitor
of the Company or (ii) devoting of such of Executive's time and attention to
philanthropic, charitable, civic, community or other activities or endeavors as
Executive shall reasonably determine but only to the extent that Executive's
pursuance of any activities or endeavors described in subparagraph (i) and (ii)
above does not materially and adversely effect the Executive's ability to
perform and discharge Executive's duties and objectives to the Company
hereunder.
2.3 Except for required travel on Company business or unless Company agrees
otherwise, Executive shall perform his duties and responsibilities at the
Company's principal executive offices located in the greater Philadelphia area.
The Company shall furnish Executive with office space, parking, secretarial
assistance, personal computer, and such other facilities and services as shall
be suitable to Executive's position and adequate for the performance of his
duties hereunder. Company shall pay for all usage, maintenance, and reasonable
upgrades of such equipment mentioned in this Section.
2.4 Within 30 days of commencement of the Executive's employment with the
Company, the Company shall submit Executive's name for consideration to be
appointed to the Board of Directors of the Company; and support Executive's
nomination for a Board of Directors position at the next scheduled annual
meeting of Company shareholders.
3. Compensation.
3.1 For all duties and responsibilities to be performed and/or assumed by
Executive hereunder, Executive shall be entitled to receive an annual salary as
set forth below ("Base Salary"). The Base Salary, less any sums required to be
withheld by law, shall be payable in equal monthly installments or such other
more frequent regular installments as the Company may, from time to time,
determine. For purposes hereof, Base Salary shall be:
3.1.1 For the twelve-month period commencing with the date hereof, the
Base Salary shall be Four Hundred Thousand Dollars ($400,000).
3.1.2 For each year thereafter, the Base Salary shall be increased by an
amount determined by the Board of Directors but in no event less than (i) eight
percent (8%) after the first year, nine percent (9%) after the second year and
ten percent (10%) each year thereafter upon mutual agreement to extend the
term. Each percentage increase for a particular year shall be based on the
Base Salary for the immediately preceding year.
3.2 Company shall provide to Executive an annual bonus as an incentive to meet
certain performance objectives and milestones. The Board of Directors shall
determine the bonus amount at the conclusion of each of the Company's fiscal
years during the term of this Agreement, and payable 90 days thereafter. The
bonus can take the form of cash, grants of the Company's common stock, and/or
grants of options to purchase shares of the Company's common stock.
3.2.1 The amount of the bonus will be at the discretion of the Board of
Directors. At a minimum, however, Executive shall receive annually a cash
bonus based on a fiscal year end on the following general terms: (i) at the
Company fiscal year end (June 30, 2000) the Executive shall be entitled to a
cash bonus of twenty percent (20%) of the Base Salary provided the Company has
met the milestones and objectives which the Executive and Board of Directors
shall agree to establish on or before September 30, 1999 (ii) at the end the
second and third fiscal years a cash bonus equivalent to fifty percent (50%) of
the Base Salary provided the Executive has met the performance objectives and
milestones which shall be established by the Compensation Committee of the
Company Board of Directors and agreed upon by the Executive at least three
months prior to the start of the respective fiscal years.
4. Fringe Benefits.
Company shall pay for and/or provide for the Executive's participation with the
following benefits:
4.1 For the remainder of 1999, Executive shall be entitled to three (3) weeks
paid vacation to be used at the Executive's discretion. Thereafter, Executive
shall be entitled to four (4) weeks paid vacation during each full calendar
year of this Agreement to be used at the Executives discretion. Vacation time
shall accrue on a pro-rata basis during each year of this Agreement. Any
unused vacation shall be cumulative from year to year unless otherwise agreed
upon by the parties and shall be paid to Executive upon his separation of
employment from the Company.
Executive shall be entitled to paid time off for all Company Holidays. Such
time shall be taken on all Holidays on which the Company's Philadelphia office
is closed due to a Holiday.
Executive shall be entitled to take a reasonable amount of paid time off for
sick days.
4.2 The Executive and his immediate family shall be entitled to participate in
the Company benefits program which includes medical insurance (vision care &
prescription plan included) and dental insurance. In addition, the Executive
shall participate in the Company's benefits program for long-term disability
insurance, short-term disability insurance and life insurance. Until such time
as Executive's family is relocated to the Philadelphia area, the Company shall
reimburse Executive for or pay all COBRA premiums to Executive's previous
employer for health and hospitalization coverage for Executive and his family
for as long as Executive may purchase such COBRA coverage in accordance with
the terms, conditions and restrictions of COBRA.
4.3 Such other employee benefits maintained by the Company for its senior
executives and key management employees, including, all 401k, pension, profit
sharing, retirement, stock bonus and stock option plans, to the extent
Executive is eligible to participate pursuant to the terms and conditions of
such plans.
4.4 Executive shall be reimbursed in a timely manner for all items of travel,
entertainment and miscellaneous expenses which Executive reasonably incurs in
connection with the performance of his duties hereunder, provided that the
Executive submits to the Company such statements and other evidence supporting
said expenses as the Company may reasonably require. Until such a time as
Executive relocates to the Philadelphia area, Company shall reimburse Executive
for air travel to and from Executive's permanent residence in Dunwoody, Georgia
and reasonable living expenses while away from his residence provided Executive
properly accounts for such expenses in accordance with the Company's practices.
4.5 Executive shall be reimbursed in a timely manner for all reasonable moving
expenses actually incurred by Executive in relocating the Executive and his
family to the Philadelphia area ("Relocation Expenses"). The Relocation
Expenses shall include the cost of temporary residence, a moving company and
related expenses. The total Relocation Expenses for which Executive shall be
reimbursed shall not exceed sixty thousand dollars ($60,000.) and shall be
approved in writing, in advance, by the Company. In addition to the Relocation
Expenses, the Company will pay the cost of a furnished 2-bedroom apartment in
Philadelphia area (Xxxxxx Suites) for a period of time prior to Executive
establishing a Philadelphia area residence. When determining which Relocation
Expenses are reimbursable, the overriding philosophy is that the Executive
shall not experience any financial gain from the move, nor should the Executive
suffer any financial penalty. Any relocation expenses not specifically
mentioned above shall be reimbursed (subject to the sixty thousand dollar
($60,000.) limit) if they conform to this overriding philosophy. The Company
shall approve all Relocation Expenses in writing, in advance.
4.6 The Company shall pay Executive a signing bonus of seventy five thousand
dollars ($75,000.) which shall be considered earned by the Executive upon the
first day of his employment with the Company. The signing bonus shall be
treated as income to the Executive and taxed accordingly.
4.7 Company shall pay Executive's premium for an existing term life insurance
policy in an amount equal to $1,000,000, payable to any beneficiary designated
by Executive, provided that the amount of such insurance to be so provided
shall be offset by any other life insurance coverage provided to Executive
under any other group or their life insurance programs provided by Company to
Executive and other similarly situated employees. The Executive shall assume
the right to the policy in the event of his termination of employment.
5. Stock Options.
5.1 As part of Executive's compensation for services to be rendered hereunder,
Executive shall have the right and option to purchase from Company voting
Common Stock in Company ("Option"). The total number of shares available to
Executive under this Option is Five Million Shares (5,000,000) at a purchase
price per share based on the closing price of the Company shares on the date of
this Agreement (Option Shares"). The Option Shares are available for purchase
in installments as listed in Column A below and each installment shall become
vested on the corresponding date listed in Column B, as follows:
Column A Column B
Number of Shares Date Option Shares
Available for Purchase Become Vested
---------------------- -----------------------------------------
1,750,000 Upon the commencement of Executive's
employment pursuant to the terms of
this Agreement
1,750,000 First anniversary date of this agreement
1,500,000 Second anniversary date of this agreement
In order for the Option Shares to become vested as provided for above,
Executive must be employed by the Company under the terms of this Agreement as
of the vesting date set forth in Column B above.
5.2 Except as otherwise provided for below, the term of the Option granted
shall remain in effect for ten (10) years from the date on which such Option
Shares become vested.
5.3 If the Executive's employment with the Company terminates (as defined in
Section 6), the Options will be treated as follows:
5.3.1 If the Executive's employment with the Company is terminated by the
Company for Cause (as defined herein) or the Executive resigns, the Executive's
right to exercise vested Option Shares shall cease and become null and void
within thirty (30) days of the date employment terminated, except as otherwise
provided in Section 5.3 hereof. All unvested Option Shares will terminate
immediately as of the date of such termination of employment. In the event the
Company receives, accepts and consummates a tender offer for all of its
outstanding common stock prior to the vesting of the Option Shares, the vesting
rights shall be accelerated so as to allow Executive to exercise the Option to
purchase all of the Option Shares immediately prior to the consummation of such
tender offer.
5.3.2 If the Executive's employment is terminated (i) Without Cause (as
provided for in Section 6.4), (ii) due to his Long Term Disability (as provided
for in Section 6.2) or (iii) as a result of Executive's death, then vesting
rights shall be accelerated such that all unvested Options vest immediately.
In these circumstances, the Executive (or Executive's estate) shall have the
full ten years to exercise the Options, as specified in Section 5.
5.3.3 If the Executive resigns for Good Reason (as provided for in
Section 6.4), all unvested Options will vest immediately on a pro-rated basis,
based upon the number of days worked by Executive in such year, and will also
be subject to the 30-day exercise window.
5.4 The purchase price of the Option Shares shall be paid in full upon the
exercise of the Option, and Company shall not be required to deliver
certificates for such Option Shares until payment has been made. In addition
to, and at the time of payment of the exercise price for such Option Shares,
Executive shall be responsible for all federal and state withholding or other
employment taxes applicable to the taxable income of such Executive and any
other fees resulting from the exercise of the Executive.
5.5 Each share of Common Stock purchased pursuant to the terms hereof shall
carry all appropriate registration and/or restrictions on sale and notices as
determined from time to time by Company's securities counsel. Executive shall
cooperate with Company and Company's counsel in complying with all applicable
securities laws. Company agrees to register with the Securities and Exchange
Commission for resale the shares of Common Stock issuable upon the exercise of
the Options. Registration will occur at the same time as other Company
Executives' options.
6. Termination of Employment.
The employment of Executive and Company's liability and obligations hereunder
shall terminate as follows:
6.1 Death. This Agreement shall terminate immediately upon the death of
Executive. In such event, Executive's estate or the person he designates in
writing shall be paid for all of Executive's unpaid, accrued vacation time.
The Company also shall pay the health insurance premiums (COBRA or equivalent)
for Executive's dependents for a period of 12 months if such coverage is
desired by Executive's dependents. Executive's Options shall accelerate on his
Death.
6.2 Disability. This Agreement shall terminate immediately upon the Long-Term
Disability of Executive. The Long-Term Disability of Executive shall exist
based on the terms as defined in the Company benefits program for it's senior
executives. In the event Executive qualifies for Long-Term Disability
benefits, the vesting rights of the Options shall be accelerated so as to allow
Executive to exercise the Option to purchase all of the Option Shares
immediately.
6.3 The Company may discharge the Executive for Cause and thereby immediately
terminate his employment under this Agreement. For purposes of this Agreement,
Company shall have "Cause" to terminate the Executive's employment if the
Executive, in the reasonable judgment of the Board of Directors:
6.3.1 Willfully fails to perform any reasonable and lawful directive of
the Company's Board of Directors or the Chairman after Executive is given
written notice of his failure and continues 30 days after Executive's receipt
of such notice to cure such failure.
6.3.2 Materially breaches any of the agreements, duties, responsibilities
or obligations under this Agreement after Executive is given written notice of
his breach and continues 30 days after Executive's receipt of such notice to
cure such breach.
6.3.3 If the Executive engages in misconduct injurious to the Company as
determined in good faith by the Board of Directors.
6.3.4 Is convicted of a felony or any crime involving larceny,
embezzlement or moral turpitude.
6.3.5 If Executive is terminated for Cause, Executive will be paid for
all unpaid, accrued vacation time.
6.4 Good Reason/Without Cause. In the event that Executive's employment is
terminated by the Company without Cause for a reason other than death or
Disability, or Executive shall resign for "Good Reason", as defined below,
then, in such event:
6.4.1 Executive's Base Salary, as defined in Section 3 as then in effect,
shall continue to be paid for a period of twelve (12) months ("Payment Period")
or balance of Agreement whichever is longer. In addition to the above, the
Company shall pay Executive within five (5) business days of termination,
pursuant to paragraph 6.4 herein, a pro-rated portion (for purposes herein pro-
rated portion shall be on the basis of the number of days elapsed in the
Company's fiscal year) of the annual incentive bonus as referred to in
paragraph 3.2.1 which the Executive would have been entitled to for the fiscal
year of termination (as determined in good faith by the Board of Directors of
the Company).
6.4.2 Company shall maintain in effect during the Payment Period, for the
continued benefit of the Executive, all of the employee benefit plans and
programs in which the Executive was entitled to participate immediately prior
to the Executive's termination provided same is possible under the general
terms and provisions of such benefit plans and programs. Moreover, during the
Payment Period the Company shall provide the Executive with such reasonable
administrative and secretarial support services as may be necessary or
appropriate in order to assist Executive in finding new employment or Executive
may select an out-placement service to be paid for by the Company at a cost not
to exceed Five Thousand Dollars ($5,000).
For purposes of this Section 6.4, "Good Reason" shall mean:
(i) An assignment to the Executive of any duties inconsistent with, or a
material change in the nature or scope of, Executive's responsibilities,
authority or duties hereunder. For purposes herein, since the Executive shall
report to the Chairman of the Company, and the communications and work
environment related to the Executive and Chairman is critical thereto, a change
from the existing Chairman of the Company to someone other than Executive shall
be deemed Good Reason for purposes of this Agreement
(ii) Materially breaches any of the agreements, responsibilities or
obligations under this Agreement after the Company is given written notice of
it's breach and continues 30 days after Company's receipt of such notice to
cure such breach.
(iii) Ill health of Executive or a member of his family, or any other
compelling personal circumstance, which, in the mutual discretion of the
Executive and the Chairman of the Company, makes the Executive's continued
employment hereunder impossible, or inappropriate.
6.5 Executive may voluntarily terminate his employment under this Agreement
without Good Reason, as defined in Section 6.4 above, by giving the Company
ninety (90) days prior written notice thereof, and upon the expiration of such
ninety (90) day period, Executive's employment under this Agreement shall
terminate, and Company shall have no further obligation or liabilities under
this Agreement except to pay the Executive the portion, if any, that remains
unpaid of the Base Salary and unpaid accrued prorated vacation for the period
up to the date of termination. Resignation as defined herein must be in
written form to the Board, witnessed and signed by the Executive.
7. Surrender of Books and Records/Confidentiality.
7.1 Executive acknowledges that all lists, books, records, literature,
products and any other materials owned by Company or its affiliates or used by
them in connection with the conduct of their business, shall at all times
remain the property of Company and its affiliates and that upon termination of
employment hereunder, irrespective of the time, manner or cause of said
termination, Executive will surrender to Company and its affiliates all such
lists, books, records, literature, products and other materials.
7.2 Confidential Information and Property. The Executive acknowledges that
Company owns, directly or through its affiliates and subsidiaries, a variety of
proprietary information which is confidential, valuable and essential to the
ongoing conduct of Company's business. The Executive further recognizes that
this proprietary information may include, but is not limited to, source codes,
identities of new products, planned product enhancements, research and
development projects, profits, profit margins, technical specifications,
manufacturing techniques, test procedures, bid strategies and information
concerning current, former or prospective customers. The Executive further
recognizes that Company's proprietary information may appear in written form or
in other tangible media which are not labeled or otherwise identified as being
"confidential" or "proprietary" ("Confidential Property"). Confidential
Property, however, shall not include any information, which (i) is already
known to the general public or (ii) is approved for release by written
authorization of the Company. With respect to Confidential Property,
Executive, during the course of his employment and following the termination of
his employment for any reason, shall:
7.2.1 Retain such information in confidence and refrain from publishing,
making available or otherwise disclosing such information to any third party
except with the prior written consent of an authorized representative of the
Company.
7.2.2 Use all reasonable precautions to assure that such information is
properly protected and disclosed only to other authorized personnel within the
Company for proper use thereby; and
7.2.3 Refrain from making copies of written material or tangible objects
embodying such information, except as (and only to the extent that) such copies
are required in the performance of Executive's duties for the Company.
Executive further acknowledges that all such Confidential Property is
owned solely by Company, shall remain the exclusive property of Company and
that the unauthorized disclosure or use of such Confidential Property by
Executive will cause irreparable harm to Company. Executive agrees to use or
cause such Confidential Property to be used only in a manner consistent with
the terms and conditions of this Agreement, and not otherwise for the use or
advantage of Executive or others, and Executive shall not communicate or
disclose any Confidential Property to any third persons, except to the extent
required by law, to enforce the Agreement or to obtain confidential legal, tax,
or financial advice with respect thereto.
Upon termination of Executive's engagement; for any reason whatsoever,
Executive must deliver to Company all written and/or tangible materials,
including all copies thereof, embodying any Confidential Property, in
Executive's possession or control, including, but not limited to, source codes,
letters, memoranda, reports, notes, notebooks, lists, books of accounts, data,
disks, drawings, prints, plans, specifications, tapes, and other data storage
media and the like.
8. Miscellaneous.
8.1 Any notice, demand or communication required or permitted under this
Agreement shall be in writing and shall be sufficient when delivered
personally, or three (3) days after mailing by registered or certified mail,
return receipt requested, or the next day if sent by nationally recognized
overnight courier with proof of delivery, in each case postage prepaid,
addressed as follows:
If to the Company:
Clariti Telecommunications International, Ltd.
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn.: Xxxxx X. Xxxxxxx, Chairman
If to the Executive:
Xxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
The foregoing addressees may be changed at any time by notice given in the
manner herein provided.
8.2 This Agreement constitutes the entire understanding and agreement between
Company and Executive regarding its subject matter and supersedes all prior
negotiations and agreements, whether oral or written, between them with respect
to its subject matter. This Agreement may not be modified except by a written
agreement signed by the Executive and the Company.
8.3 This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, successors and assigns, except
that this Agreement may not be assigned by the Executive.
8.4 No waiver by either party of any condition or of the breach by the other
of any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances shall be deemed or construed as a
further or continuing waiver of any such condition or breach or a waiver of any
other condition, or the breach of any other term or covenant set forth in this
Agreement. Moreover, the failure of either party to exercise any right
hereunder shall not bar the later exercise thereof.
8.5 This Agreement shall be governed by the statutes and common laws of the
Commonwealth of Pennsylvania, excluding it's choice of law statutes or common
law.
8.6 The headings of the various sections and paragraphs have been included
herein for convenience only and shall not be construed in interpreting this
Agreement.
8.7 If any provision of this Agreement shall be held invalid or unenforceable,
the remainder of this Agreement shall, nevertheless, remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall, nevertheless, remain in full force and
effect in all other circumstances.
8.8 This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.
9. Arbitration.
9.1 In the event a dispute cannot be resolved amicably, the parties mutually
recognize and agree that it will be to their best interests that their
differences be solved with a minimum of time and money being expended,
commensurate with a due process hearing. To this end, the parties agree that
they will not file any lawsuits, charges or claims against each other without
first submitting their grievances to mandatory and binding arbitration. Any
controversy arising out of, or relating to, this Agreement or any modification
or extension thereof, including any claim for damages or rescission, or both,
shall be settled by arbitration as provided by the Pennsylvania Uniform
Arbitration Act and/or the United States Arbitration Act, in Philadelphia,
Pennsylvania, in accordance with the rules, regulations and precepts then
existing of the American Arbitration Association (AAA) in connection with
commercial arbitration. (Nothing contained in this Section shall prevent
either party from seeking from a Court of competent jurisdiction a Temporary
Restraining Order and/or a Preliminary Injunction where such Order of
Injunction is necessary to the protection of such parties' interest).
9.2 Judgment upon the award rendered by the arbitrator(s) may be entered in
any state or Federal court having jurisdiction thereof. The parties further
agree that all costs, including the AAA administrative fee as well as the
arbitrator's fees, if any, stenographic records and all other expenses of the
arbitration shall be borne equally by the parties. Further, as part of the
award, the prevailing party shall be awarded reasonable attorney's fees against
the losing party.
9.3 In case of such dispute, difference, or question, the party seeking
resolution shall send to the other party a registered letter asking for
arbitration and appointing its arbitrator. Within thirty (30) days, the other
party shall indicate the name of its own arbitrator, failing which, the
American Arbitration Association or any successor shall appoint such arbitrator
thereof.
9.4 The two arbitrators so appointed shall meet within fifteen (15) days after
appointment of the last arbitrator, and they shall choose a third arbitrator,
and if they do not agree within one (1) month on the choice of such third
arbitrator, such third arbitrator shall be appointed by the American
Arbitration Association or any successor thereof.
9.5 The majority of the arbitrators shall make the decision. The seat of the
arbitration shall be in Philadelphia, Pennsylvania.
9.6 The parties mutually agree that the Arbitrators shall, upon the
application of either party, permit reasonable discovery in accordance with the
Rules of Court which demand for discovery may be enforced by a party of the
Arbitration upon application to the Court for aid in arbitration. The location
of depositions of parties themselves and their employees shall be at their
respective principal places of business.
9.7 The parties consent to the jurisdiction of the state courts of
Pennsylvania and/or the United States District Court of the Eastern District of
Pennsylvania for all purposes in connection with arbitration and enforcement.
The parties further consent that any process or notice of motion or other
application of either of said courts, and any paper in connection with
arbitration, may be served by certified mail, return receipt requested, or by
personal service or in such other manner as may be permissible under the rules
of the applicable court or arbitration tribunal, provided a reasonable time for
appearance is allowed.
10. No Right to Set Off.
The Company shall not be entitled to set off against the amounts payable
to the Executive under this Agreement any amounts earned by the Executive in
other employment after termination of his employment with the Company or any
amounts which might have been earned by the Executive in other employment had
he sought such other employment. The amounts payable to the Executive under
this Agreement shall not be treated as damages but as severance compensation to
which the Executive is entitled by reason of termination of his employment in
the circumstances contemplated by this Agreement. The Executive shall not be
required to seek other employment in order to mitigate or reduce the amounts
payable to him pursuant to this Agreement. In consideration of the foregoing,
provided that and for so long as the Company shall not be in default of any of
its obligations to pay to the Executive any amounts payable hereunder, the
Executive hereby waives and releases the Company from any and all claims and
damages that the Executive may have against the Company hereunder.
Notwithstanding anything herein to the contrary, in the event of any claim by
the Executive for damages hereunder, the Executive shall not be entitled to any
damages which, in the aggregate for all such claims, exceed the sum of any and
all amounts remaining payable hereunder at such time and in no circumstance
shall the Company be liable to the Executive for any indirect, unforeseeable,
special or punitive damages.
IN WITNESS WHEREOF, this Agreement has been executed by the Executive and
on behalf of the Company by its duly authorized officer on the date first above
written.
ATTEST: Clariti Telecommunications International Ltd.
By: s/Xxxxxx X. Xxxxxxxxxx By: s/Xxxxx X. Xxxxxxx
---------------------- ------------------
Xxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxxx,
Secretary Chairman
By: s/Xxxxxx X. Xxxxxxx
-------------------
Xxxxxx X. Xxxxxxx
