EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made in New York, New York as of
the 15th day of May, 2000, between Atlantic Technology Ventures, Inc. a Delaware
corporation having its executive offices and principal place of business at 000
Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx (the "Company"), and Xxxxxx Xxxxx, an
individual currently residing at 0 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
("Executive").
WHEREAS, the Company desires to employ Executive, and Executive
desires to accept such employment on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree as follows:
1. Term.
The term of this Agreement shall be the three-year period
commencing on May 15, 2000 and ending on May 15, 2003 (the "Term").
2. Employment.
(a) Employment by the Company. Executive agrees to be employed
by the Company during the Term upon the terms and subject to the conditions set
forth in this Agreement. Executive shall serve as an executive of the Company
and shall have such duties as may be prescribed by the Company and shall serve
in such other and/or additional position(s) as the Company may determine from
time to time.
(b) Performance of Duties. Throughout the Term, Executive
shall faithfully and diligently perform Executive's duties in conformity with
the directions of the Company and serve the Company to the best of Executive's
ability. Executive shall devote Executive's entire working time to the business
and affairs of the Company, subject to vacations and sick leave in accordance
with Company policy and as otherwise permitted herein. Until otherwise
determined by the Company, Executive shall have the title of Vice President of
the Company, and in such capacity shall have such authority and duties as may be
assigned by the President or Chief Executive Officer of the Company and shall
report to the President and the Chief Executive Officer of the Company.
(c) Place of Performance. Executive shall be based initially
at an office in the greater Hartford, Connecticut area. During his employment
with the Company, Executive will work at the Company's offices in New York, New
York, as necessary or appropriate (as determined in the Company's sole
discretion), to or at such other location(s) in the greater New York area as the
Company may determine. Throughout the Term, Executive shall maintain Executive's
personal residence within reasonable access to Executive's place of employment.
3. Compensation and Benefits.
(a) Base Salary. The Company agrees to pay to Executive a base
salary ("Base Salary") at the annual rate of $125,000, payable in equal
installments consistent with the Company's payroll practices.
(b) Bonus. The Company shall pay to Executive an annual bonus
(the "Bonus") in an amount to be determined by Compensation Committee of the
Board of Directors in its discretion but in no event less than $25,000. In
addition, Executive shall be entitled to participate in any bonus or other
incentive programs as may be established by the Company.
(c) Grant of Options and Terms Thereof. The Company shall
grant to Executive, an option (the "Option"), pursuant to the Company's 1995
Stock Incentive Plan, to purchase fifty thousand (50,000) shares of the
Company's common stock (the "Option Shares"), subject to vesting as set forth
below. The exercise price for each Option Share shall be equal to the market
value of a share of the Company's common stock on the date of the grant of the
Option. The Option Shares shall vest in four equal installments, the first such
installment to vest on the later of the date of the grant of the Option and the
first day of the Term and each subsequent installment to vest, respectively, on
the first, second, and third anniversary of the grant of the Option, provided
that Executive is employed by the Company on each such vesting date.. All other
terms (including exercisability) of the Option shall be governed by the
Company's Stock Incentive Plan, as well as the applicable option agreement to be
entered into pursuant to the terms of such plan.
(d) Benefits and Perquisites. Executive shall be entitled to
participate in, to the extent Executive is otherwise eligible under the terms
thereof, the benefit plans and programs, and receive the benefits and
perquisites, generally provided to executives of the same level and
responsibility as Executive, including without limitation family medical
insurance and life insurance (subject to applicable employee contributions).
Executive shall be entitled to four weeks of vacation per year.
(e) Travel and Business Expenses. Upon submission of itemized
expense statements in the manner specified by the Company, Executive shall be
entitled to reimbursement for reasonable travel and other reasonable business
expenses duly incurred by Executive in the performance of Executive's duties
under this Agreement in accordance with the policies and procedures established
by the Company from time to time for executives of the same level and
responsibility as Executive.
(f) No Other Compensation or Benefits; Payment. The
compensation and benefits specified in this Section 3 and in Section 4 of this
Agreement shall be in lieu of any and all other compensation and benefits.
Payment of all compensation and benefits to Executive hereunder shall be made in
accordance with the relevant Company policies in effect from time to time to the
extent the same are consistently applied, including normal payroll practices,
and shall be subject to all applicable employment and withholding taxes and
other withholdings.
(g) Cessation of Employment. In the event Executive shall
cease to be employed by the Company for any reason, then Executive's
compensation and benefits shall
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cease on the date of such event, except as otherwise provided herein or in any
tapplicable employee benefit plan or program.
4. Termination of Employment.
(a) Termination. The Company may terminate Executive's
employment for Cause (as defined below) or for any breach of this Agreement, in
which case the provisions of Section 4(b) of this Agreement shall apply. The
Company may also terminate Executive's employment in the event of Executive's
Disability (as defined below), in which case the provisions of Section 4(c) of
this Agreement shall apply. The Company may also terminate the Executive's
employment for any other reason by written notice to Executive, in which case
the provisions of Section 4(d) of this Agreement shall apply. If Executive's
employment is terminated by reason of Executive's death, retirement or voluntary
resignation, the provisions of Section 4(b) of this Agreement shall apply.
(b) Termination for Cause; Termination by Reason of Death or
Retirement or Voluntary Resignation. In the event that Executive's employment
hereunder is terminated during the Term (x) by the Company for Cause (as defined
below), (y) by reason of Executive's death or retirement or (z) by reason of
Executive's voluntary resignation, then the Company shall pay to Executive only
the Base Salary through such date of termination. For purposes of this
Agreement, "Cause" shall mean (i) conviction of any crime (whether or not
involving the Company) constituting a felony in the jurisdiction involved; (ii)
engaging in any substantiated act involving moral turpitude; (iii) engaging in
any act which, in each case, subjects, or if generally known would subject, the
Company to public ridicule or embarrassment; (iv) gross neglect or misconduct in
the performance of Executive's duties hereunder; (v) willful failure or refusal
to perform such duties as may reasonably be delegated to Executive; or (vi)
material breach of any provision of this Agreement by Executive; provided,
however, that with respect to clauses (iv), (v) or (vi), Executive shall have
received written notice from the Company setting forth the alleged act or
failure to act constituting "Cause" hereunder, and Executive shall not have
cured such act or refusal to act within 10 business days of his actual receipt
of notice.
(c) Disability. If, as a result of Executive's incapacity due
to physical or mental illness, Executive shall have been absent from Executive's
duties hereunder on a full time basis for either (i) one hundred twenty (120)
days within any three hundred sixty-five (365) day period, or (ii) ninety (90)
consecutive days, the Company may terminate Executive's employment hereunder for
"Disability". In that event, the Company shall pay to Executive only the Base
Salary through such date of termination. During any period that Executive fails
to perform Executive's duties hereunder as a result of incapacity due to
physical or mental illness (a "Disability Period"), Executive shall continue to
receive the compensation and benefits provided by Section 3 of this Agreement
until Executive's employment hereunder is terminated; provided, however, that
the amount of compensation and benefits received by Executive during the
Disability Period shall be reduced by the aggregate amounts, if any, payable to
Executive under disability benefit plans and programs of the Company or under
the Social Security disability insurance program.
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(d) Termination By Company For Any Other Reason. In the event
that Executive's employment hereunder is terminated by the Company during the
Term for any reason other than as provided in Section 4(b) or 4(c) of this
Agreement, then the Company shall pay to Executive the Base Salary through such
date of termination and, in lieu of any further compensation and benefits for
the balance of the Term, severance pay equal to the Base Salary that Executive
would have otherwise received during the period beginning on such date of
termination and ending on the earlier of (i) six (6) months from the effective
date of such termination and (ii) the last day of the Term, which severance pay
shall be paid commencing with such date of termination at the times and in the
amounts such Base Salary would have been paid. Notwithstanding anything to the
contrary contained herein, in the event that Executive shall breach Section 5 or
6 of this Agreement, in addition to any other remedies the Company may have in
the event Executive breaches this Agreement, the Company's obligation pursuant
to this Section 4(d) to continue such salary shall cease and Executive's rights
thereto shall terminate and shall be forfeited.
(e) Release. Payment made and performance by the Company in
accordance with this Section 4 shall operate to fully discharge and release the
Company and its directors, officers, employees, subsidiaries, affiliates,
stockholders, successors, assigns, agents and representatives from any further
obligation or liability with respect to Executive's employment and termination
of employment. Other than paying Executive's Base Salary through the date of
termination of Executive's employment and making any severance payment pursuant
to and in accordance with this Section 4 (as applicable), the Company and its
directors, officers, employees, subsidiaries, affiliates, stockholders,
successors, assigns, agents and representatives shall have no further obligation
or liability to Executive or any other person under this Agreement. The Company
shall have the right to condition the payment of any severance pursuant to this
Section 4 upon the delivery by Executive to the Company of a release in form and
substance satisfactory to the Company of any and all claims Executive may have
against the Company and its directors, officers, employees, subsidiaries,
affiliates, stockholders, successors, assigns, agents and representatives
arising out of or related to Executive's employment by the Company and the
termination of such employment.
5. Exclusive Employment; Noncompetition.
(a) No Conflict; No Other Employment. During the period of
Executive's employment with the Company, Executive shall not: (i) engage in any
activity which conflicts or interferes with or derogates from the performance of
Executive's duties hereunder nor shall Executive engage in any other business
activity, whether or not such business activity is pursued for gain or profit,
except as approved in advance in writing by the President, Chief Executive
Officer or the Board of Directors of the Company; provided, however, that
Executive shall be entitled to manage his personal investments and otherwise
attend to personal affairs, including charitable activities, in a manner that
does not unreasonably interfere with his responsibilities hereunder, or (ii)
accept any other employment, whether as an executive or consultant or in any
other capacity, and whether or not compensated therefor, unless Executive
receives the prior approval of the Board of Directors.
(b) No Competition. Executive recognizes the highly
competitive nature of the Company's business and that Executive's position with
the Company and access to
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and use of the Company's confidential records and proprietary information
renders Executive special and unique. Without limiting the generality of the
provisions of Section 2(b) or 5(a) of this Agreement, Executive shall not (i)
during the Term and for a period of one year after the termination of
Executive's employment with the Company for any reason, directly or indirectly,
own, manage, operate, join, control, participate in, invest in or otherwise be
connected or associated with, in any manner, including as an officer, director,
employee, independent contractor, stockholder, member, partner, consultant,
advisor, agent, proprietor, trustee or investor, any Competing Business located
in the United States or (ii) during the Term and for a period of two years after
the termination of Executive's employment with the Company for any reason, own,
manage, operate, join, control, participate in, invest in or otherwise be
connected or associated with, in any manner, including as an officer, director,
employee, independent contractor, stockholder, member, partner, consultant,
advisor, agent, proprietor, trustee or investor, any business using
superconducting films for fiber optic applications; provided, however, that
ownership of 2% or less of the stock or other securities of a corporation, the
stock of which is listed on a national securities exchange or is quoted on The
Nasdaq Stock Market, shall not constitute a breach of this Section 4, so long as
Executive does not in fact have the power to control, or direct the management
of, or is not otherwise associated with, such corporation.
For purposes hereof, the term "Competing Business" shall mean any
business or venture which, directly or indirectly, engages in a business that
competes with the business of the Company or any Related Entity. The term
Related Entity shall include all operating subsidiaries of the Company and all
other business entities in which the Company has an ownership interest, together
with all affiliates thereof.
(c) No Solicitation of Employment. During the Term and for a
period of two years thereafter, Executive shall not solicit or encourage any
employee of the Company or any Related Entity to leave the Company or such
Related Entity for any reason, nor assist any business in doing so, nor employ
such an employee in a Competing Business or any other business.
(d) Company Customers. Executive shall not, during the Term
and for a period of two years thereafter, except as required by the Company in
the performance by Executive of his duties under this Agreement, directly or
indirectly , on behalf of a Competing Business, contact, solicit or do business
with any "customers" (as defined below) of the Company or any Related Entity for
the purpose of selling or licensing any product, service, or technology then
sold or licensed by such Related Entity or the Company or proposed to be sold or
licensed by such Related Entity or the Company. For the purposes of the
provisions of this Section 5(d), "customer" shall include any entity that,
within two years prior to the termination of Executive's employment hereunder,
purchased or licensed any product, service, or technology from such Related
Entity or the Company. The term "customer" also includes any former customer or
potential customer of a Related Entity or the Company which the Related Entity
or the Company has solicited within two years prior to the termination of
Executive's employment hereunder for the purpose of selling or licensing any
product, service, or technology then sold or licensed by the Company or any
Related Entity or proposed to be sold or licensed.
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(e) Executive understands that the provisions of this Section
5 may limit his ability to earn a livelihood in a business that competes with
the business of the Related Entities but nevertheless agrees and hereby
acknowledges that the consideration provided under this Agreement is sufficient
to justify the restrictions contained in such provisions. In consideration
thereof and in light of Executive's education, skills and abilities, Executive
agrees that he will not assert in any forum that such provisions prevent him
from earning a living or otherwise are void or unenforceable or should be held
void or unenforceable.
6. Confidential Information.
(a) Existence of Confidential Information. The Company and
each Related Entity owns and has developed and compiled, and will develop and
compile, certain proprietary techniques and confidential information which have
great value to its business (referred to in this Agreement, collectively, as
"Confidential Information"). Confidential Information includes not only
information disclosed by the Company or any Related Entity to Executive, but
also information developed or learned by Executive during the course or as a
result of employment with the Company, which information shall be the property
of the Company or the applicable Related Entity. Confidential Information
includes all information that has or could have commercial value or other
utility in the businesses in which the Company or any Related Entity is engaged
or contemplates engaging, and all information of which the unauthorized
disclosure could be detrimental to the interests of the Company or any Related
Entity, whether or not such information is specifically labeled as Confidential
Information by such entity. By way of example and without limitation,
Confidential Information includes any and all information developed, obtained,
licensed by or to or owned by the Company or any Related Entity concerning trade
secrets, techniques, know-how (including designs, plans, procedures,
merchandising, marketing, distribution and warehousing know-how, processes, and
research records), software, computer programs and designs, development tools,
all proprietary property, and any other intellectual property created, used or
sold (through a license or otherwise) by the Company or a Related Entity,
electronic data information know-how and processes, innovations, discoveries,
improvements, research, development, test results, reports, specifications,
data, formats, marketing data and plans, business plans, strategies, forecasts,
unpublished financial information, orders, agreements and other forms of
documents, price and cost information, merchandising opportunities, expansion
plans, budgets, projections, customer, supplier, licensee, licensor and
subcontractor identities, characteristics, agreements and operating procedures,
and salary, staffing and employment information.
(b) Protection of Confidential Information. Executive
acknowledges and agrees that in the performance of Executive's duties hereunder
the Company and the Related Entities may disclose to and entrust Executive with
Confidential Information which is the exclusive property of such entities and
which Executive may possess or use only in the performance of Executive's duties
to the Company. Executive also acknowledges that Executive is aware that the
unauthorized disclosure of Confidential Information, among other things, may be
prejudicial to the Company's interests or those of a Related Entity, an invasion
of privacy and an improper disclosure of trade secrets. Executive shall not,
directly or indirectly, use, make available, sell, disclose or otherwise
communicate to any corporation, partnership or other entity, individual or other
third party, other than in the course of Executive's assigned duties and for the
benefit of the Company, any Confidential Information, either during the Term or
thereafter. In
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the event Executive desires to publish the results of Executive's work for or
experiences with the Company or any Related Entity through literature,
interviews or speeches, Executive will submit requests for such interviews or
such literature or speeches to the Chief Executive Officer of the Company at
least fourteen (14) days before any anticipated dissemination of such
information for a determination of whether such disclosure is in the best
interests of the Company, including whether such disclosure may impair trade
secret status or constitute an invasion of privacy. Executive agrees not to
publish, disclose or otherwise disseminate such information without the prior
written approval of the Chief Executive Officer of the Company.
(c) Intellectual Property. All inventions, innovations or
improvements (including policies, procedures, products, improvements, software,
ideas and discoveries, whether patent, copyright, trademark, service xxxx, or
otherwise) conceived or made by Executive, either alone or jointly with others,
in the course of his employment by the Company, and any derivatives of any such
inventions, innovations, or improvements, belong to the Company. Executive shall
promptly disclose to the Company in writing all such inventions, innovations or
improvements and perform all actions reasonably requested by the Company to
establish and confirm ownership by the Company, including, but not limited to,
cooperating with and assisting the Company in obtaining patents, copyrights,
trademarks, or service marks for the Company in the United States and in foreign
countries. Executive agrees that any application filed by Executive within one
year after the termination of his employment hereunder will be presumed to
constitute an invention that was made during his employment unless he can
provide evidence satisfactory to the Company to the contrary.
(d) Delivery of Records, Etc. In the event Executive's
employment with the Company ceases for any reason, Executive will not remove
from the Company's premises without its prior written consent any records
(written or electronic), files, drawings, documents, equipment, materials and
writings received from, created for or belonging to the Company or any Related
Entity, including those which relate to or contain Confidential Information, or
any copies thereof. Upon request or when employment with the Company terminates,
Executive will immediately deliver the same to the Company.
7. Assignment and Transfer.
(a) Company. This Agreement shall inure to the benefit of and
be enforceable by, and may be assigned by the Company to, any purchaser of all
or substantially all of the Company's business or assets, any successor to the
Company or any assignee thereof (whether direct or indirect, by purchase,
merger, consolidation or otherwise).
(b) Executive. Executive's rights and obligations under this
Agreement shall not be transferable by Executive by assignment or otherwise, and
any purported assignment, transfer or delegation thereof shall be void;
provided, however, that if Executive shall die, all amounts then payable to
Executive hereunder shall be paid in accordance with the terms of this Agreement
to Executive's devisee, legatee or other designee or, if there be no such
designee, to Executive's estate.
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8. Miscellaneous.
(a) Other Obligations. Executive represents and warrants that
neither Executive's employment with the Company nor Executive's performance of
Executive's obligations hereunder will conflict with or violate or otherwise are
inconsistent with any other obligations, legal or otherwise, which Executive may
have. Executive covenants that he shall perform his duties hereunder in a
professional manner and not in conflict or violation, or otherwise inconsistent
with other obligations legal or otherwise, which Executive may have.
(b) Nondisclosure; Other Employers. Executive will not
disclose to the Company, or use, or induce the Company to use, any proprietary
information, trade secrets or confidential business information of others.
Executive represents and warrants that Executive does not possess any property,
proprietary information, trade secrets and confidential business information
belonging to all prior employers.
(c) Cooperation. Following termination of employment with the
Company for any reason, Executive shall cooperate with the Company, as requested
by the Company, to affect a transition of Executive's responsibilities and to
ensure that the Company is aware of all matters being handled by Executive.
(d) No Duty to Mitigate. Executive shall be under no duty to
mitigate any losses or damage to the Company with respect to any severance or
other amounts payable pursuant to Section 4 of this Agreement.
(e) Protection of Reputation. During the Term and thereafter,
Executive agrees that he will take not action which is intended, or would
reasonably be expected, to harm the Company or its reputation or which would
reasonably be expected to lead to unwanted or unfavorable publicity to the
Company.
(f) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to principles of the conflict of laws thereof.
(g) Jurisdiction; Forum. Each party hereto consents and
submits to the jurisdiction of any state or federal court sitting in the State,
City, and County of New York in connection with any dispute arising out of or
relating to this Agreement. Each party hereto waives any objection to the laying
of venue in such courts and any claim that any such action has been brought in
an inconvenient forum. To the extent permitted by law, any judgment in respect
of a dispute arising out of or relating to this Agreement may be enforced in any
other jurisdiction within or outside the United States by suit on the judgment,
a certified copy of such judgment being conclusive evidence of the fact and
amount of such judgment.
(h) Waiver of Jury Trial. Each of the parties hereto
irrevocably waives any and all right to trial by jury with respect to any
action, claim or other proceeding arising out of or relating to this Agreement.
(i) Entire Agreement. This Agreement (including all exhibits
and schedules hereto) contains the entire agreement and understanding between
the parties hereto in
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respect of Executive's employment and supersedes, cancels and annuls any prior
or contemporaneous written or oral agreements, understandings, commitments and
practices between them respecting Executive's employment, including all prior
employment agreements, if any, between the Company and Executive, which
agreement(s) hereby are terminated and shall be of no further force or effect.
(j) Amendment. This Agreement may be amended only by a writing
which makes express reference to this Agreement as the subject of such amendment
and which is signed by Executive and, on behalf of the Company, by its duly
authorized officer.
(k) Severability. If any term, provision, covenant or
condition of this Agreement or part thereof, or the application thereof to any
person, place or circumstance, shall be held to be invalid, unenforceable or
void by a court of competent jurisdiction, the remainder of this Agreement and
such term, provision, covenant or condition shall remain in full force and
effect, and any such invalid, unenforceable or void term, provision, covenant or
condition shall be deemed, without further action on the part of the parties
hereto, modified, amended and limited, and the court shall have the power to
modify, to the extent necessary to render the same and the remainder of this
Agreement valid, enforceable and lawful. In this regard, Executive acknowledges
that the provisions of Sections 5 and 6 of this Agreement are reasonable and
necessary for the protection of the Company.
(l) Construction. The headings and captions of this Agreement
are provided for convenience only and are intended to have no effect in
construing or interpreting this Agreement. The language in all parts of this
Agreement shall be in all cases construed according to its fair meaning and not
strictly for or against the Company or Executive. The use herein of the word
"including," when following any general provision, sentence, clause, statement,
term or matter, shall be deemed to mean "including, without limitation." As used
herein, "Company" shall mean the Company and its subsidiaries and any purchaser
of, successor to or assignee (whether direct or indirect, by purchase, merger,
consolidation or otherwise) of all or substantially all of the Company's
business or assets which is obligated to perform this Agreement by operation of
law, agreement pursuant to Section 7 of this Agreement or otherwise. As used
herein, the words "day" or "days" shall mean a calendar day or days.
(m) Nonwaiver. Neither any course of dealing nor any failure
or neglect of either party hereto in any instance to exercise any right, power
or privilege hereunder or under law shall constitute a waiver of any other
right, power or privilege or of the same right, power or privilege in any other
instance. All waivers by either party hereto must be contained in a written
instrument signed by the party to be charged and, in the case of the Company, by
its duly authorized officer.
(n) Remedies for Breach. The parties hereto agree that
Executive is obligated under this Agreement to render personal services during
the Term of a special, unique, unusual, extraordinary and intellectual
character, thereby giving this Agreement special value, and, in the event of a
breach or threatened breach of any covenant of Executive herein, the injury or
imminent injury to the value and the goodwill of the Company's business could
not be reasonably or adequately compensated in damages in an action at law.
Accordingly, Executive expressly acknowledges that the Company shall be entitled
to specific performance, injunctive
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relief or any other equitable remedy against Executive, without the posting of a
bond, in the event of any breach or threatened breach of any provision of this
Agreement by Executive (including, without limitation, Sections 5 and 6).
Without limiting the generality of the foregoing, if Executive breaches or
threatens to breach Section 5 or 6 of this Agreement, such breach or threatened
breach will entitle the Company, without posting of bond, to an injunction
prohibiting (i) Executive from disclosing any Confidential Information to any
Competing Business; (ii) such Competing Business from receiving from Executive
or using any such Confidential Information; and (iii) Executive from, indirectly
or directly, owning, managing, operating, joining, controlling, participating
in, investing in or otherwise being connected or associated with, in any manner,
any such Competing Business. The rights and remedies of the parties hereto are
cumulative and shall not be exclusive, and each such party shall be entitled to
pursue all legal and equitable rights and remedies and to secure performance of
the obligations and duties of the other under this Agreement, and the
enforcement of one or more of such rights and remedies by a party shall in no
way preclude such party from pursuing, at the same time or subsequently, any and
all other rights and remedies available to it.
(o) Notices. Any notice, request, consent or approval required
or permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and if and when sent by certified or registered mail,
return receipt requested, with postage prepaid, to Executive's residence (as
reflected in the Company's records or as otherwise designated by Executive on
thirty (30) days' prior written notice to the Company) or to the Company's
principal executive office, attention: President, as the case may be. All such
notices, requests, consents and approvals shall be effective upon being
deposited in the United States mail. However, the time period in which a
response thereto must be given shall commence to run from the date of receipt on
the return receipt of the notice, request, consent or approval by the addressee
thereof. Rejection or other refusal to accept, or the inability to deliver
because of changed address of which no notice was given as provided herein,
shall be deemed to be receipt of the notice, request, consent or approval sent.
(p) Assistance in Proceedings, Etc. Executive shall, without
additional compensation, during and after expiration of the Term, upon
reasonable notice, furnish such information and proper assistance to the Company
as may reasonably be required by the Company in connection with any legal or
quasi-legal proceeding, including any external or internal investigation,
involving the Company or any of its affiliates or in which any of them is, or
may become, a party.
(q) Survival. Cessation or termination of Executive's
employment with the Company shall not result in termination of this Agreement.
The respective obligations of Executive and rights and benefits afforded to the
Company as provided in this Agreement shall survive cessation or termination of
Executive's employment hereunder.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed on its behalf by an officer thereunto duly authorized and Executive has
duly executed this Agreement, all as of the date and year first written above.
ATLANTIC TECHNOLOGY VENTURES, INC. EXECUTIVE:
By: Xxxxxxxx X. Xxxxx /s/ Xxxxxx Xxxxx
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Name: Xxxxxxxx X. Xxxxx Xxxxxx Xxxxx
Title: President
