EXHIBIT 10.15
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EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
INFORMATION MANAGEMENT RESOURCES, INC.
AND
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
DATED
October 31, 1996
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TABLE OF CONTENTS
EXECUTIVE EMPLOYMENT AGREEMENT
PARAGRAPH PAGE NO.
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1.BACKGROUND.......................................................... 1
2.DEFINITIONS......................................................... 1
3.EMPLOYMENT.......................................................... 4
4.RESPONSIBILITIES.................................................... 4
5.COMPENSATION AND REIMBURSEMENTS..................................... 5
6.TERMINATION......................................................... 8
7.PROPRIETARY INFORMATION............................................. 9
8.NON-COMPETE.........................................................10
9.SEVERABILITY........................................................10
10.ATTORNEYS' FEES....................................................10
11.HEADINGS...........................................................11
12.NOTICES............................................................11
13.GENERAL PROVISIONS.................................................11
14.ENTIRE AGREEMENT...................................................11
Executive Employment Agreement
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into
as of the 31st day of October, 1996 by and between Information Management
Resources, Inc., a Florida corporation with its principal offices at ▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company") and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Employee"), an individual.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements of the parties hereto, the parties do hereby covenant
and agree as follows:
1. Background.
A. The Company is engaged in the business of providing applications
software outsourcing solutions for the Information Technology departments of
large businesses with intensive information processing needs.
B. The Company desires to secure and retain the services of Employee
in the office of President and Chief Executive Officer, and such services are
considered by the Company to be valuable with regard to the Company's business.
C. Employee has been serving as President and Chief Executive Officer
of the Company, and Employee desires to continue in the full and active employ
of the Company in accordance with the terms and conditions herein set forth, and
the Company desires to retain Employee's valuable skills and services for the
benefit of the Company.
D. This Agreement supersedes and cancels the existing Employment
Agreement between the Company and the Employee dated February 15, 1996 ("Prior
Employment Agreement").
2. Definitions. As used in this Agreement and the Exhibits, the following
terms shall have the meaning as set forth below, and the parties hereto agree to
be bound by the provisions hereof:
A. Area means the geographic area of the forty-eight (48) contiguous
continental states of the United States which is the area in which operations
are performed, supervised, or assisted in by Employee on behalf of the Company,
both as of the date hereof and as are anticipated to be conducted throughout the
Term.
B. Board of Directors means the Board of Directors of the Company.
C. Company means Information Management Resources, Inc., a Florida
corporation, and its successors.
D. Company Business means the business engaged in by the Company of
providing applications software outsourcing solutions for the Information
Technology
departments of large businesses with intensive information processing needs, and
all ancillary activities relating to such services.
E. Constructive Termination means a termination of this Agreement
resulting from any material failure by the Company to fulfill its obligations
under this Agreement which is not cured within twenty (20) days after receipt of
written notice by the Company from Employee specifying the nature of the
failure, which failure shall include, but shall not be limited to, (a) removal
of Employee, other than removal as a result of a Termination With Cause or a
Voluntary Termination, as Chief Executive Officer of the Company or any material
change by the Company in the functions, duties or responsibilities of Employee
from those in which Employee was engaged as Chief Executive Officer of the
Company on the Effective Date, without the consent of Employee, or (b) a
material, nonvoluntary reduction in Employee's Base Salary or any of Employee's
benefits as set forth in Section 5.E.; or (c) the elimination of Employee's
eligibility for bonus payments, or (d) any relocation of Employee by the
Company, not agreed to by Employee, to a location other than Tampa, Florida.
Constructive Termination shall occur only (A) after receipt by the Company of
written notice from Employee specifying Employee's reasonable belief that an
event of Constructive Termination has occurred, as defined herein, and the basis
for such belief, and (B) if Employee provides such notice to the Company and the
Board of Directors within sixty (60) days after the date of such event. The
effective date of Employee's termination of employment shall be the date
specified by the Employee which date must be not later than sixty (60) days
after the giving of the notice specified in the immediately preceding sentence.
Notice by Employee of Constructive Termination shall not constitute a Voluntary
Termination for purposes of this Agreement.
F. Effective Date means the date first written above.
G. Employee's Current Salary means, with respect to any payment
obligation pursuant to this Agreement, an amount equal to the greater of (i)
Employee's current base salary as of the date of any determination of Employee's
Current Salary hereunder, plus an amount equal to the bonus compensation paid to
the Employee for the most recent fiscal year, plus an amount equal to the
annualized value of any and all benefits currently paid to or for the benefit of
the Employee as set forth in Section 5.E.; or (ii) Employee's gross income as
reported cumulatively on Employee's Form W-2 and any Form 1099 issued for the
previous calendar year.
H. Initial Term means the basic term of this Agreement, which shall
be five (5) years, beginning on the Effective Date and ending on the date which
is the fifth anniversary of the Effective Date.
I. Permanent Disability means a physical or mental condition which
renders Employee incapable of performing his regular duties hereunder for a
period of one hundred twenty (120) consecutive days. In the event of any
disagreement between Employee and the Company as to whether Employee is
suffering from Permanent Disability, the determination of Employee's Permanent
Disability shall be made by one or more board certified licensed physicians
practicing the specialty of medicine applicable to Employee's disorder in the
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Tampa, Florida metropolitan area in accordance with the provisions of this
Subsection I. If either the Company or Employee desires to initiate the
procedure provided in this Section, such party (the "Initiating Party") shall
deliver written notice to the other party (the "Responding Party") in accordance
with the provisions of this Agreement specifying that the Initiating Party
desires to proceed with a medical examination and the procedures specified in
this Subsection. Such notice shall include the name, address and telephone
number of the physician selected by the Initiating Party (the "Disability
Examination Notice"). If the Responding Party fails within thirty (30) days
after the receipt of the Disability Examination Notice to designate a physician
meeting the standards specified herein, the physician designated by the
Initiating Party in the Disability Examination Notice shall make the
determination of Permanent Disability as provided in this Section. If the
Responding Party notifies the Initiating Party within thirty (30) days of the
receipt by the Responding Party of the Disability Examination Notice by written
notice specifying the physician selected by the Responding Party for purposes of
this Subsection, then each of the two physicians as so designated by the
respective parties shall each examine Employee. Examinations shall be made by
each such physician within thirty (30) days of such physician's respective
designation. Each physician shall render a written report as to whether
Employee is in such physician's opinion suffering Permanent Disability. If the
two physicians agree on the status of Employee for purposes of this Subsection,
such determination shall be conclusive and dispositive for all purposes of this
Subsection. If the two physicians cannot agree, the two physicians shall
jointly select a third physician meeting the standards specified in this
Subsection within thirty (30) days after the later report of the two physicians
is submitted. The third physician shall render a written report on the status
of Employee within thirty (30) days of selection and such report shall be
dispositive for purposes of this Subsection. For purposes of this Subsection,
Employee agrees that he shall promptly submit to such examinations and tests as
such physicians shall reasonably request for purposes of making a determination
of Permanent Disability as provided herein. Failure or refusal of the Company
to designate a licensed physician to make a determination of Permanent
Disability as required in accordance with this Subsection shall constitute a
conclusive admission by the Company that Employee is not suffering from a
Permanent Disability as provided herein. Failure or refusal of Employee to
submit to the examination as required by this Subsection shall constitute a
conclusive admission by Employee that Employee is suffering from a Permanent
Disability as provided herein.
J. Renewal Terms means the period, if any, following the Initial Term
during which the Agreement is extended as set forth in Section 6.▇.
▇. ▇▇▇▇▇▇▇▇▇ Amount shall have the meaning as set forth in
Section 5.C.
L. Term means the Initial Term and any Renewal Term.
M. Termination Date means the following: (w) with respect to
Termination With Cause, the date the Company notifies Employee in writing of the
actions described in Subsection 2.N.(i) and the termination of this Agreement
based thereon, or the date which is twenty (20) days after written notice of
violation to Employee pursuant to Subsection 2.N.(ii) which violation is not
cured by Employee; (x) with respect to the death of Employee, the date of his
death; (y) with respect to Termination Without Cause, the date on which the
Company gives
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Employee notice of Termination Without Cause; and (z) with respect to Voluntary
Termination, the date on which Employee unilaterally terminates his employment
relationship with the Company.
N. Termination With Cause means the termination of this Agreement and
the employment relationship of Employee with the Company, only for the
following:
(i) Theft or embezzlement with regard to material property of the
Company; or
(ii) Continued neglect by Employee in fulfilling his duties as
Chief Executive Officer of the Company as a result of alcoholism, drug
addiction, or excessive unauthorized absenteeism, after written notification
from the Board of Directors of such neglect, setting forth in detail the matters
involved and Employee's failure to cure the problem resulting in such neglect
within a reasonable time.
O. Termination Without Cause means a termination by the Company of
this Agreement and the employment relationship of Employee with the Company
which is not a Termination With Cause, a Voluntary Termination or a Constructive
Termination, including the expiration of the Term as a result of the decision of
the Company at the end of the Initial Term or any Renewal Term not to renew this
Agreement.
P. Triggering Event means a termination of Employee's employment as a
result of (i) a Termination Without Cause, or (ii) a Constructive Termination.
Q. Voluntary Termination means (i) unilateral termination by Employee
of his employment with the Company prior to or at the end of the Term and in the
absence of a Triggering Event; (ii) termination occurring by reason of the
Employee's death; or (iii) termination occurring by reason of the Employee's
Permanent Disability. Notice by Employee to the Company of a failure by the
Company to fulfill its obligations under the Agreement pursuant to Section 2.E.
shall not constitute a Voluntary Termination for purposes of this Agreement.
3. Employment. The Company, through its Board of Directors, agrees to employ
Employee in the office of President and Chief Executive Officer of the Company
for the Term, and Employee agrees to accept such employment and office upon the
terms and conditions set forth herein.
4. Responsibilities. Pursuant to this Agreement, Employee shall assume the
responsibilities, perform the duties, and exercise the powers as President and
Chief Executive Officer of the Company, as set forth in the Bylaws of the
Company and consistent with the responsibilities, duties and powers exercised by
Employee as Chief Executive Officer of the Company as of the Effective Date and
such other duties as may be assigned from time to time by the Board of
Directors.
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5. Compensation and Reimbursements. The Company shall pay, and Employee
agrees to accept, as partial compensation for services to be rendered hereunder
during the Term, the remuneration described below.
A. Annual Salary. The Company shall pay Employee a base annual
salary as of the Effective Date of four hundred thousand dollars ($400,000) per
year ("Base Salary"), subject to annual increases which, if granted, shall be
effective on the first day of the Company's fiscal year, as the Board of
Directors in its sole discretion deems appropriate in accordance with the
Company's customary procedures regarding the salaries of its executive officers.
Base Salary shall be payable according to the customary payroll practices of the
Company, but in no event less frequently than monthly. Commencing on January 1,
1998, and on January 1 of each year ("Adjustment Date") during the Term of this
Agreement, the Base Salary shall be increased by an amount equal to (a) the Base
Salary then in effect multiplied by (b) a percentage, which percentage shall be
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the year-to-year annual percentage increase in the CPI (Consumer Price Index For
All Urban Consumers - All Cities - All Items, 1982 - 1984 = 100), as published
by the Bureau of Labor Statistics of the United States Department of Labor
(hereinafter, the "CPI"), for the calendar year immediately preceding the
Adjustment Date, as compared to the prior calendar year. If, during the Term of
this Agreement, the CPI is terminated for any reason, then a substantially
equivalent successor index shall be designated by the Employee and shall be used
to determine increases in the Base Salary under this Section 5.A. If the CPI
declines, the Base Salary shall not be decreased. The Board of Directors of the
Company, in their sole discretion, may increase the amount of compensation
provided in Section 5.A. (in an amount in excess of the CPI adjustment provided
in Section 5.A. hereof) without the necessity of amending this Agreement, but
the Company shall not decrease the Base Salary at any time during the Term of
this Agreement. Any increase in the Base Salary shall not affect any of the
other terms and conditions of this Agreement other than determination of
severance allowance payable hereunder.
B. Financial Performance Bonus. In addition to the Base Salary,
Employee shall be eligible to receive a financial performance bonus (the
"Financial Performance Bonus"), as described herein.
(i) Financial Performance Bonus. Commencing on the Effective
Date, and continuing in each fiscal year during the Term of this Agreement,
Employee will receive an annual Financial Performance Bonus in an amount equal
to 2% of the Company's consolidated pre-tax net income for the current year, to
be determined without consideration for any bonus amounts under this Agreement.
The Board of Directors of the Company, in their sole discretion, may increase
the amount of the Financial Performance Bonus provided in Section 5.B. without
the necessity of amending this Agreement, but the Company shall not decrease the
Financial Performance Bonus at any time during the Term of this Agreement.
(ii) Timing of Payments. The Financial Performance Bonus
described under Section 5.B.(i) above will be determined and calculated by the
accounting department of the Company and will be approved by the Board of
Directors and paid by the Company to Employee within fifteen (15) days following
the filing by the Company of its
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quarterly and annual reports on Forms 10-Q and 10-K (and in no event more than
fifteen (15) days following the due date for such report).
(iii) Draws and Reconciliations. Employee will be allowed to
draw quarterly up to fifty percent (50%) of the estimated Financial Performance
Bonus based on the budget for consolidated pre-tax net income adopted as part of
the Company's business plan approved by its Board of Directors. All draws
hereunder will be reconciled quarterly at the time of payment of the Financial
Performance Bonus and will be fully reconciled at year-end; provided, however,
that all draws hereunder will be non-interest bearing.
(iv) Deductions and Withholdings. Employee shall be subject to
such tax deductions and withholdings as are required by federal, state and local
laws.
▇. ▇▇▇▇▇▇▇▇▇ Payments and Agreements.
(i) Upon the occurrence of a Triggering Event, Employee shall be
deemed to have earned the Severance Amount, as defined below, on the effective
date of the Triggering Event. The obligation of the Company under this
Subsection 5.C.(i) shall take the place of any other obligations of the Company
under this Section 5 to pay to Employee the Employee's then Base Salary for the
balance of the Term pursuant to Subsection 5.A.
(ii) The Severance Amount shall be an amount equal to three (3)
multiplied times Employee's Current Salary.
(iii) Any Severance Amount payable pursuant to this Section shall
be paid as follows: (a) fifty percent (50%) of such amount shall be payable
immediately as of the date of the Triggering Event, and (b) the remaining fifty
percent (50%) of such amount shall be paid over the twelve (12) month period
thereafter according to the Company's payroll practices and procedures in effect
at the time of the Triggering Event
(iv) In addition to receiving payment of the Severance Amount,
upon the occurrence of a Triggering Event, any and all stock options to purchase
shares of the Company's stock which are held by Employee shall become one
hundred percent (100%) vested and immediately exercisable as of the date of such
Triggering Event, and shall be exercisable by Employee over the balance of the
remaining stated term of any such stock options (which term shall be the term
applicable to the Employee in the absence of termination of employment),
notwithstanding any provision contained in the stock option agreement to the
contrary.
(v) Any controversy or claim arising out of or relating to
whether termination of Employee's employment is due to a Triggering Event, or is
a Termination With Cause, a Termination Without Cause, a Constructive
Termination or a Voluntary Termination as provided herein, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules ("Rules") of the
American Arbitration Association ("AAA"). Arbitration shall be initiated by a
party by giving notice in the manner set forth herein to the other party of its
intention to arbitrate, which notice shall contain a statement setting forth the
nature of the dispute, the amount claimed, if any, and the remedy sought. The
initiating party shall then file a copy or
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copies of the notice as set forth under the Rules. Tampa, Florida shall be the
location where the arbitration is held. The parties shall agree upon and appoint
three (3) arbitrators in accordance with the Rules within twenty (20) days of
the effective date of notice of arbitration; however, if the parties fail to
make such designation within twenty (20) days, the AAA shall make the
appointment. The determinations of such arbitrators will be final and binding
upon the parties to the arbitration, and judgment upon the award rendered by the
arbitrators may be entered in any such court having jurisdiction, or application
may be made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be. The arbitrators shall apply the laws of the
State of Florida as to both substantive and procedural questions.
D. Car Allowance. The Company shall pay a monthly car allowance on
behalf of Employee payable monthly in accordance with customary practices of the
Company of an amount to be mutually determined by Employee and the Board of
Directors commensurate with Employee's executive office with the Company.
E. Insurance and Benefits.
(i) The Company shall allow Employee to participate in or
receive benefits under all employee and executive benefit plans or arrangements
and perquisites of employment, including, without limitation, plans or
arrangements providing for health and disability insurance coverage, life
insurance for the benefit of Employee's beneficiaries, deferred compensation and
pension benefits, and personal financial, investment, legal or tax advice, all
at the highest level that is available through the Company to other senior
officers of the Company subject to the same terms and conditions as apply to
such other senior officers.
(ii) Employee shall be entitled to all holidays recognized by
the Company and vacation time for not less than four (4) weeks per year (plus
such additional time as is available under the vacation policy of the Company in
effect for senior officers) with continuing payment of all compensation as set
forth herein. Employee shall be reimbursed by the Company for all expenses
incurred on behalf of the Company in accordance with the then current
reimbursement policies of the Company. Nothing paid to Employee under any plan,
arrangement or perquisite presently in effect or made available in the future
shall be deemed to be in lieu of the salary and other compensation or payments
paid or payable to Employee under this Agreement.
(iii) In the event of a termination of Employee's employment with
the Company as a result of or in connection with a Triggering Event, Employee
shall be entitled to continue to receive the insurance benefits set forth above
(at the highest level of insurance benefits within the twelve (12) month period
prior to such event and subject to the same terms and conditions as such
insurance benefits were made available to Employee during this period, for a
twenty-four (24) month period following the Triggering Event; provided, however,
that in the event the Company is legally prohibited from providing a specified
insurance benefit after termination of employment, it shall provide Employee the
economic equivalent thereof.
(iv) During the term of this Agreement, the Company shall
reimburse Employee for all life insurance premiums paid by Employee for
currently existing life insurance
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policies with an aggregate death benefit of approximately $8,000,000. The
Employee shall be considered the owner of such policies and shall have the right
to designate the beneficiaries thereof.
F. Options. Employee shall be eligible to receive options (the
"Options") to acquire shares of the Company's common stock. The exercise price
of the Options shall be the fair market value (as such term is defined in the
Company's then current Incentive Stock Option Plan) of the shares subject to
such Option, as of the date of the grant of the Option. The terms of the
Options, including the number of Options granted (if any) and the vesting
provisions for the Options (if any), shall be determined by the Compensation
Committee of the Board of Directors in its sole and absolute discretion. Upon
the declaration of effectiveness by the Securities and Exchange Commission with
respect to an initial public offering of the Company's common stock (the
"Initial Public Offering"), Employee shall be granted options to acquire One
Hundred Thousand (100,000) shares of the Company's common stock (the "1996
Options") at an exercise price equal to the price to the public in the Initial
Public Offering. All of the 1996 Options shall vest on the first anniversary of
the Effective Date, and shall be exercisable by Employee for a period of ten
(10) years after the date of the Initial Public Offering.
6. Termination.
A. This Agreement will commence on the Effective Date and shall
continue during the Initial Term.
B. In addition to the Initial Term, this Agreement shall be renewed
automatically without the affirmative action of either party for additional
periods of one (1) year each (each a "Renewal Term"), ad infinitum, unless
either party gives written notice of non-renewal at least one hundred and eighty
(180) days prior to the expiration of the Initial Term or the then current
Renewal Term.
C. During the Term, the Company or Employee may terminate this
Agreement, subject to the terms, conditions and obligations hereof, by any of
the following events:
(i) Mutual written agreement expressed in a single document
signed by both the Company and Employee;
(ii) Voluntary Termination by Employee upon not less than 180
days notice to the Company;
(iii) Termination Without Cause;
(iv) Termination With Cause; or
(v) Constructive Termination.
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Upon termination for any of the foregoing reasons, Employee shall
continue to render services and shall be paid his Base Salary, Financial
Performance Bonus and benefits up to the Termination Date. Any Severance Amount
payable to Employee is in addition to the regular Base Salary, Financial
Performance Bonus, and benefits which Employee shall receive up to the
Termination Date. In the event of such termination, this Agreement shall be
deemed terminated for all purposes except to the extent otherwise herein
provided.
D. The obligations of Employee under Section 7 and Section 8 shall
survive termination or expiration of this Agreement. The obligations of the
Company under Section 10, and those obligations under Section 5 that by their
terms are to be paid or to continue after termination of this Agreement, shall
also survive such termination.
7. Proprietary Information.
A. In performance of services under this Agreement, Employee may have
access to:
(i) information which derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy (hereinafter "Trade Secret" or
"Trade Secrets"); or
(ii) information which does not rise to the level of a Trade
Secret, but is valuable to the Company and provided in confidence to Employee
(hereinafter "Confidential Information").
B. Employee acknowledges and agrees with respect to Trade Secrets and
Confidential Information provided to or obtained by Employee (hereinafter
collectively the "Proprietary Information"):
(i) that the Proprietary Information is and shall remain the
exclusive property of the Company;
(ii) to use the Proprietary Information exclusively for the
purpose of fulfilling Employee's obligations under this Agreement;
(iii) to return the Proprietary Information, and any copies
thereof, in his possession or under his control, to the Company upon request of
the Company, or expiration or termination of this Agreement for any reason; and
(iv) to hold the Proprietary Information in confidence and not
to copy, publish, or disclose to others or allow any other party to copy,
publish, or disclose to others, in any form, any Proprietary Information without
the prior written approval of an authorized representative of the Company.
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C. The obligations and restrictions set forth in this Section 7 shall
survive expiration or termination of this Agreement, for any reason, and shall
remain in full force and effect as follows:
(i) as to Trade Secrets, for so long as such information
remains subject to protection under applicable law;
(ii) as to Confidential Information, for a period of two (2)
years after expiration or termination of this Agreement for any reason.
D. The obligations set forth in this section 7 shall not apply or
shall terminate with respect to any particular portion of the Proprietary
Information which:
(i) was in Employee's possession, free of any obligation of
confidence, prior to his receipt of the Confidential Information from the
Company;
(ii) is in the public domain at the time the Company
communicates it to Employee, or becomes available to the public through no
breach of this Agreement by Employee; or
(iii) is received by Employee independently and in good faith
from a third party lawfully in possession thereof under circumstances which do
not give rise to an obligation on the part of Employee to keep such information
confidential.
8. Non-Compete. Employee agrees that in the event of Voluntary Termination by
Employee or Termination With Cause, during the period commencing on the date of
termination of employment and ending on the third anniversary of such date,
Employee shall not, within the Area, on Employee's own behalf or on behalf of
any person, firm, partnership, association, corporation or business
organization, entity or enterprise: (a) perform services substantially similar
to those performed by the Employee hereunder for any company or other entity
that provides one or more services that compete with the Company Business, or
(b) call upon, solicit, recruit, or assist others in calling upon, recruiting or
soliciting any person who is or was an employee of the Company, for the purpose
of having such person work in any other corporation, association, entity, or
business.
9. Severability. If any provision of this Agreement is held to be invalid or
unenforceable by any court of competent jurisdiction, such holdings shall not
affect the enforceability of any other provision of this Agreement, and all
other provisions shall continue in full force and effect.
10. Attorneys' Fees. If a dispute between the parties arises in connection
with this Agreement, the prevailing party as determined through arbitration or
final judgment of a court of competent jurisdiction (which arbitration or
judgment is not subject to further appeal due to the passage of time or
otherwise) shall be entitled to reimbursement from the other party for
reasonable attorneys' fees and expenses incurred by the prevailing party in
connection with the resolution of the dispute.
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11. Headings. The headings of the several paragraphs in this Agreement are
inserted for convenience of reference only and are not intended to affect the
meaning or interpretation of this Agreement.
12. Notices. All notices, consents, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given or
delivered if (i) delivered personally; (ii) mailed by certified mail, return
receipt requested, with proper postage prepaid; or (iii) delivered by recognized
courier contracting for same day or next day delivery with signed receipt
acknowledgment to:
(a) To the Company:
Information Management Resources, Inc.
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
(b) To Employee:
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or at such other address as the parties hereto may have last designated by
written notice to the other parties. Any item delivered personally or by
recognized courier contracting for same day or next day delivery shall be deemed
delivered on the date of delivery. Any item mailed shall be deemed to have been
delivered on the date evidenced on the return receipt.
13. General Provisions. This Agreement shall be governed by and construed
under the laws of the State of Florida, without giving effect to its conflict of
law principles. The terms of this Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns. Neither party may
assign his or its rights and obligations under this Agreement to any other
party.
14. Entire Agreement. This contains the entire agreement between the parties
hereto, and except as otherwise provided in this Agreement, supersedes and
cancels all previous and contemporaneous written and oral agreements, including
all prior employment agreements between the Company and Employee and amendments
thereto. No amendment or modification of this Agreement shall be valid or
binding unless in writing and signed by the party to be bound.
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IN WITNESS WHEREOF, the parties hereto have affixed their seals and
executed this Agreement effective as of the date first above written.
INFORMATION MANAGEMENT RESOURCES, INC.
By:
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▇▇▇▇▇ ▇▇▇▇▇, Vice President and General Counsel
Date:
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EMPLOYEE:
(SEAL)
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Individually
Date:
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