Exhibit 4.23
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of January 7, 2005, provided
the employment hereunder shall commence on January 31, 2005, or other mutually
convenient date, by and among Radica Enterprises Ltd., a Nevada corporation,
having an office at 00000-X Xxxx Xxxx, Xxxxxx, Xxxxx 00000, Radica Games
Limited, a Bermuda company, having an office at Suite V, 6/F, 2-12 Au Xxx Xxx
Street, Fo Tan, Hong Kong, and Xxxxxxxx X. Xxxxxxxx, who resides at 00 Xxxxx
Xxxxx, Xxxx Xxxxxx, XX 00000.
WHEREAS, Radica is engaged through its subsidiaries in designing and
manufacturing games and youth electronics and VGA products and accessories, and
OEM manufacturing for others;
WHEREAS, Radica USA is engaged in marketing and distributing products
manufactured by Radica;
WHEREAS, Employee has substantial executive management experience
including marketing experience in the United States;
WHEREAS, Radica USA and Radica desire to secure the services of
Employee, and Employee is willing to provide such services, each upon the terms
and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. DEFINITIONS. For the purposes of this Agreement, the parties hereby adopt
the following definitions:
a) "Cause" means:
i) breach by Employee of a fiduciary obligation to any member of
Radica Group;
ii) intentional commission by Employee of any act or omission to
perform any act (excluding the omission to perform any act
attributable to Employee's Total Disability) which results in
material adverse consequences to any member of Radica Group;
iii) material breach of any of Employee's agreements set forth in this
Agreement including, but not limited to, continual failure to
perform substantially his duties with Radica Group after
notification of same, excessive absenteeism and dishonesty;
iv) any attempt by Employee to assign or delegate this Agreement or
any of the rights, duties, responsibilities, privileges or
obligations hereunder without the prior written consent of Radica
or Radica USA
(except in respect of any delegation by Employee of his
employment duties hereunder to other employees of Radica Group in
accordance with its usual business practice);
v) Employee's arrest or indictment for, or written confession of, a
felony or any crime involving moral turpitude under the laws of
the United States or any state or of Hong Kong;
vi) death of Employee;
vii) declaration by a court that Employee is insane or incompetent to
manage his business affairs; or
viii) the filing of any petition or other proceeding seeking to find
Employee bankrupt or insolvent.
b) "Change in Control" means the occurrence of any one of the following
events:
(i) individuals who, on January 1, 2005, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at
least a majority of the Board, provided that any person becoming
a director subsequent to January 1, 2005, whose election or
nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either
by a specific vote or by approval of the proxy statement of
Radica in which such person is named as a nominee for director,
without written objection to such nomination) shall be an
Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of Radica as a
result of an actual or threatened election contest with respect
to directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Director;
(ii) any "person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act) becomes a "beneficial owner" (as defined in Rule 13d3 under
the Exchange Act), directly or indirectly, of securities of
Radica representing 50% or more of the combined voting power of
Radica's then outstanding securities eligible to vote for the
election of the Board (the "Radica Voting Securities") or any
person who beneficially owns 50% of the Radica Voting Securities
increases their beneficial ownership by more than 5%; provided,
however, that the event described in this paragraph (ii) shall
not be deemed to be a Change in Control by virtue of any of the
following acquisitions: (A) by Radica or any member of the Radica
Group, (B) by any employee benefit plan (or related trust)
sponsored or maintained by Radica or any member of the Radica
Group, (C) by any underwriter temporarily holding securities
pursuant to an offering of such securities, (D) pursuant to a
Non-Qualifying Transaction (as defined in
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paragraph (iii)), or (E) pursuant to any acquisition by Employee
or any group of persons including Employee (or any entity
controlled by Employee or any group of persons including
Employee);
(iii) the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving
Radica or any member of the Radica Group that requires the
approval of Radica's stockholders, whether for such transaction
or the issuance of securities in the transaction (a "Business
Combination"), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of (x)
the corporation resulting from such Business Combination (the
"Surviving Corporation"), or (y) if applicable, the ultimate
parent corporation that directly or indirectly has beneficial
ownership of at least 95% of the voting securities eligible to
elect directors of the Surviving Corporation (the "Parent
Corporation"), is represented by Radica Voting Securities that
were outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which such
Radica Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is
in substantially the same proportion as the voting power of such
Radica Voting Securities among the holders thereof immediately
prior to the Business Combination, (B) no person (other than any
employee benefit plan (or related trust) sponsored or maintained
by the Surviving Corporation or the Parent Corporation or an
existing Radica shareholder, with greater than 50% beneficial
ownership of the Radica Voting Securities prior to the Business
Combination, whose percentage beneficial ownership compared to
the other Radica shareholders in existence immediately prior to
the Business Combination does not change on consummation of the
Business Transaction), is or becomes the beneficial owner,
directly or indirectly, of 50% or more of the total voting power
of the outstanding voting securities eligible to elect directors
of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) and (C) at least a majority of the
members of the board of directors of the Parent Corporation (or,
if there is no Parent Corporation, the Surviving Corporation)
following the consummation of the Business Combination were
Incumbent Directors at the time of the Board's approval of the
execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the
criteria specified in (A), (B) and (C) above shall be deemed to
be a "Non-Qualifying Transaction"); or
(iv) the stockholders of Radica approve a plan of complete liquidation
or dissolution of Radica or the consummation of a sale of all or
substantially all of Radica's assets.
Notwithstanding the foregoing, a Change in Control of Radica shall not
be deemed to occur solely because any person acquires beneficial
ownership of more than 50% of the Radica Voting Securities as a
result of the acquisition of Radica Voting Securities
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by Radica which reduces the number of Radica Voting Securities
outstanding; provided, that if after such acquisition by Radica such
person becomes the beneficial owner of additional Radica Voting
Securities that increases the percentage of outstanding Radica Voting
Securities beneficially owned by such person, a Change in Control of
Radica shall then occur.
c) "Dollars" and "US$" means United States dollars.
d) "Employee" means Xxxxxxxx X. Xxxxxxxx.
e) "Good Reason" shall mean the occurrence within twelve months after a
Change in Control of any of the following events without the
Employee's express written consent: (i) the assignment to the Employee
of duties inconsistent with his position and status as an executive of
the Radica Group, or a substantial alteration in the nature, status or
prestige of the Employee's responsibilities with the Radica Group from
those in effect immediately prior to such Change in Control; or (ii) a
reduction in the Employee's base salary or bonus at the rate most
recently approved by the Board prior to the occurrence of such Change
in Control; or (iii) any other material adverse change in the terms or
conditions, including location and travel, of the Employee's
employment hereunder following the occurrence of such Change in
Control. Notwithstanding the foregoing, if Employee does not deliver
to Radica and Radica USA a notice of termination within 90 days after
the occurrence of the event constituting Good Reason has occurred, the
event will no longer constitute Good Reason. An isolated,
insubstantial and inadvertent action taken in good faith and which is
remedied by Radica or Radica USA within 10 days after receipt of
notice thereof given by Employee shall not constitute Good Reason.
f) "Omnibus Plan" means the 2004 omnibus equity incentive plan adopted by
Radica, as amended from time to time.
g) "Radica" means Radica Games Limited, a Bermuda company.
h) "Radica Group" means Radica, Radica USA and any other corporation or
other entity which at the relevant time is more than fifty percent
(50%) owned, directly or indirectly, by Radica.
i) "Radica USA" means Radica Enterprises Ltd., a Nevada corporation.
j) "Termination" means, according to the context, the termination of this
Agreement or the cessation of rendering employment services by
Employee.
k) "Total Disability" means Employee shall become disabled to an extent
which renders him unable to perform the essential functions of his
employment hereunder, with or without reasonable accommodation, for a
cumulative period of twelve (12) weeks in any twelve (12) month
period.
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2. EMPLOYMENT.
a) Commencing on the date referred to in the first paragraph of this
Agreement, Radica hereby employs Employee and Employee hereby accepts
employment by Radica to serve as the President and Chief Operating
Officer of Radica, and to report to the Chief Executive Officer of
Radica. During his period of employment, employee also agrees to serve
as a member of the board of directors of Radica, Radica USA and of
such other members of Radica Group as may be determined by the Board
of Directors of Radica ("Board"). Employee shall perform services of
an executive nature consistent with his offices with Radica and Radica
USA and as a director of Radica as may from time to time be assigned
or delegated to him by the Board.
b) Employee will devote his full business time and attention to his
duties under this Agreement. However, Employee can, with the consent
of Radica which shall not be unreasonably withheld, join the Board of
Directors of other companies and to contribute a reasonable amount of
time to philanthropic activities.
c) Employee shall perform his duties under this Agreement principally in
or around Dallas, Texas. It is contemplated Employee will frequently
travel to carry out his duties under this Agreement, including travel
to the other offices of the Radica Group. Air travel and other travel
arrangements will comply with current Radica Group policies respecting
class of travel, etc.
d) Radica Group will provide to Employee, his spouse and children medical
benefits which are provided to other officers of Radica USA, Ltd. In
the event Employee is required to elect COBRA coverage as a result of
any pre-existing medical condition, Radica will pay Employee an amount
which, net of applicable tax, will reimburse the cost of such COBRA
coverage.
e) Employee shall have four (4) weeks paid vacation during each year of
this Agreement taken at such times as mutually convenient to Employee
and Radica Group.
3. TERM OF EMPLOYMENT.
a) This Agreement and Employee's employment hereunder shall commence on
the date referred to in the first paragraph of this Agreement, and
continue until January 31, 2007, and shall be extended annually at
each January 31 (commencing January 31, 2006) for an additional one
year period so that the term hereof after each January 31 shall be a
two year period, unless a party to this Agreement gives notice at
least ninety (90) days prior to January 31 that this Agreement shall
not be renewed, in which case this Agreement shall terminate at the
end of the then current term.
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b) Notwithstanding Paragraph (a) above, this Agreement may be sooner
terminated by Radica or Radica USA for Cause, by Employee without
consent of Radica or Radica USA, by Radica or Radica USA without
Cause, or by Radica or Radica USA in the event of the Total Disability
of Employee. This Agreement may also be sooner terminated by Employee
following any Change in Control and if following such Change in
Control Employee has Good Reason for such Termination; such
Termination by Employee is herein called a "Termination/Change in
Control".
c) On termination of this Agreement pursuant to Paragraph (a) above, or
by Radica or Radica USA for Cause, or by Employee without consent of
Radica or Radica USA, all benefits and compensation shall cease as of
the date of such Termination. On termination of this Agreement by
Radica or Radica USA without Cause or by Employee for Good Reason in
the event of a Termination/Change in Control or in the event of Total
Disability of Employee, (i) Radica USA will continue to pay Employee
his annual salary for twelve months from the date of Termination, (ii)
Radica Group will continue to provide medical and dental benefits to
Employee for twelve months from the date of Termination on the same
basis and at the same Employee cost as at the date of Termination and
(iii) Employee's stock options, restricted stock, and restricted stock
units will be treated as set forth in Section 6 hereof.
4. BUSINESS EXPENSE REIMBURSEMENT. Employee will be entitled to reimbursement
by Radica Group for the reasonable business expenses paid by him on behalf
of Radica Group in the course of his employment hereunder on presentation
to Radica Group of appropriate vouchers (accompanied by receipts or paid
bills) setting forth information sufficient to establish:
i) the amount, date, and place of each such expense;
ii) the business reason for each such expense and the nature of
the business benefit derived or expected to be derived as a
result thereof; and
iii) the names, occupations, addresses, and other information
sufficient to establish the business relationship to Radica
Group of any person who was entertained by Employee.
5. COMPENSATION. Radica USA agrees to pay Employee, and Employee agrees to
accept from Radica USA, during the first year after commencement of
employment, for the services to be rendered by him hereunder a minimum
salary at the rate of US$315,000 per annum payable in arrears in bi-weekly
installments. Employee shall receive annual salary reviews by the Board
provided that such salary shall not be reduced below US$315,000 per year.
After a Change in Control, Employee's salary
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shall not be reduced below the level immediately prior to the Change in
Control. Employee shall also be entitled to relocation payments as detailed
below.
If Radica Group institutes a retirement, bonus or other benefit plan which
applies generally to U.S. executive officers of Radica Group, Employee
shall be entitled to participate therein, but not to the extent such
benefits would be duplicative of the benefits herein. Employee shall
participate in the Radica incentive compensation plan for executive
officers as in place from time to time and shall participate at the same
percentage level as the chief executive officer (i.e., in 2005 the target
bonus percentage of salary is 80% for meeting performance targets with a
potential of 120% of base salary for exceeding performance targets). Such
target bonus percentage will be applied to Employee's annual base salary
without proration for 2005 based upon commencement of employment.
Specifically, the calculation methodology and incentive percentages shall
be the same as those of the CEO but the performance target criteria is to
be determined by the Board with the majority of the criteria being the
operating income of the Company.
Employee agrees that he shall have a residence in the Dallas, Texas area
within 90 days of employment. Radica USA agrees to pay Employee a lump sum
relocation amount of $75,000 related thereto in six equal monthly
installments beginning on the date of initial employment. During the first
90 days of employment, Employee's work location will be his home in Lake
Forest, Illinois. All payments and other compensation to Employee shall be
subject to applicable withholdings.
6. STOCK OPTIONS AND RESTRICTED STOCK.
a) i) Within the first 90 days of commencement of employment, as of a
date determined by Employee, (the "Grant Date"), Radica hereby
grants to Employee an option to purchase sixty thousand (60,000)
shares of the common stock of Radica at the closing market price
per share on the Grant Date subject to the terms and conditions
of this Section 6 and the Omnibus Plan (the "Stock Option").
ii) As of the date of commencement of employment (the "Grant Date"),
pursuant to the Omnibus Plan, Radica hereby grants to Employee a
restricted stock award of 25,000 shares of Radica common stock
(the "Restricted Stock") which shall vest on March 31, 2008 and
shall be forfeited if the employment of Employee shall be
terminated, for any reason other than as provided in Section
6(c), prior to such date. In addition, should termination of
employment with Employee's current employer, in order to be
employed by the Radica Group, cause the loss of the Employee's
2004 bonus from his current employer, the vesting of the
restricted stock shall be immediate for the market value of 60%
of the lost bonus, and 40% of the value of the lost bonus shall
be paid in cash, with reasonable promptness after it is
ascertained that the bonus has been lost, and an amount of the
above Restricted Stock
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award equal to the cash payment shall be cancelled. In no event
shall any amount of the lost bonus, for this purpose, exceed the
market value of the 25,000 shares of Restricted Stock, to be
measured based on the closing stock price on the Grant Date. The
amount of the lost bonus must be documented by Employee and
Radica agrees to work with Employee and Employee's current
employer to determine a transition plan that minimizes the amount
of any lost bonus while satisfying Radica's needs for Employee to
begin employment as close as possible to January 31, 2005.
iii) Subject to the other provisions of this Section 6, the Stock
Options shall vest and become exercisable 33?% per year following
the Grant Date, commencing at the first anniversary of the Grant
Date.
b) The number of shares subject to the Stock Options or the Restricted
Stock will be adjusted for stock splits and reverse splits; provided
that such number of shares shall not be adjusted if Radica should
otherwise change or modify its capitalization, including but not
limited to the issuance by Radica of new securities (including options
or convertible securities), ESOP's or other employee stock plans. It
is the intent of the parties that the stock subject to the Stock
Options or the Restricted Stock shall be subject to dilution, except
for stock splits and reverse splits.
c) (i) As of the date of Termination in the event of Termination
pursuant to Section 3(a) or Termination by Radica or Radica USA
for Cause or by Employee without consent of Radica or Radica USA,
or (ii) twelve (12) months after the date of Termination in the
event of Termination by Radica or Radica USA without Cause or by
Employee for Good Reason in the event of a Termination/Change in
Control (unless Section 6(f) of this Agreement applies, in which
case this Section 6(c) shall not apply to Employee's Stock
Options, restricted stock and restricted stock units) or the
Total Disability of Employee (each of such applicable dates being
called a "Determination Date"), Employee shall forfeit the Stock
Options (measured by percentages of the stock subject to the
Stock Options) and they shall expire as follows:
(A) if the Determination Date is within the first year after the
date the Stock Option is granted (the "Grant Date") then
Employee shall forfeit 100% of the stock subject to the
Stock Option;
(B) if the Determination Date is after the end of said first
year and within the second year after the Grant Date, then
Employee shall forfeit 66?% of the stock subject to the
Stock Option; or
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(C) if the Determination Date is after the end of said second
year and within the third year after the Grant Date, then
Employee shall forfeit 33?% of the stock subject to the
Stock Option.
And Employee shall forfeit the Restricted Stock and it shall expire as
follows:
(D) if the Determination Date is prior to March 31, 2008, then
Employee shall forfeit 100% of such Restricted Stock.
d) In any event each Stock Option shall expire to the extent not
previously exercised on the tenth anniversary of the Grant Date.
Otherwise, Employee may at any time within ninety (90) days following
the Determination Date, exercise his right to purchase stock subject
to the Stock Options, but subject to the foregoing provisions
respecting vesting and forfeitures. Restricted Stock, and restricted
stock units, if not forfeited, shall be deliverable to Employee upon
its applicable vesting date, free of the previously existing
restrictions, but subject to applicable state and federal securities
laws.
e) Employee shall have no right to sell, alienate, mortgage, pledge, gift
or otherwise transfer the Stock Options, the Restricted Stock or any
restricted stock units or any rights thereto, except by will or by the
laws of descent and distribution, and except pursuant to applicable
state and federal securities laws and except as specifically
contemplated herein.
f) Upon the occurrence of a Change in Control under the Omnibus Plan, all
of Employee's then outstanding stock options, restricted stock, and
restricted stock units in Radica shall vest and become immediately
exercisable. If Employee is terminated by Radica or Radica USA without
Cause after a definitive agreement for a transaction that would
constitute a Change in Control as described in the Omnibus Plan has
been approved by the shareholders of Radica, but before such
transaction is consummated, Employee's stock options shall vest on the
date of such termination without Cause. Income realized by Employee as
a result of the acceleration of vesting of equity compensation or
otherwise resulting from a Termination/Change in Control is
specifically paid in consideration of post-employment restrictions of
Section 7 hereunder.
7. NON-COMPETE; CONFIDENTIALITY.
a) During the term of employment of Employee, and for a period of one
year ("Prohibition Period") after any Termination (other than in the
event of a Termination/Change in Control) of such relationship or
employment for any other reason (either by Employee or Radica or
Radica USA), with or without cause, voluntarily or involuntarily,
Employee agrees that he will not engage in, be employed by or become
affiliated with, in the United States of America or anywhere else in
the world, directly or indirectly, any person or entity which offers,
develops, performs or is engaged in services, products or
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systems which are competitive with the business of Radica Group or any
other products, services or systems hereafter developed, produced or
offered by Radica Group ("Companies' Business"). During the
Prohibition Period, Employee shall not, directly or indirectly, become
an owner or member, to the extent of an ownership interest of five
percent (5%) or more, of a joint venture, partnership, corporation or
other entity, or a consultant, employee, agent, officer or director of
a corporation, joint venture, partnership or other entity, which is
competitive with, directly or indirectly, the Companies' Business.
b) [RESERVED.]
c) Employee understands and agrees that he has been exposed to (or had
access to), and may be further exposed to (or have access to),
confidential information, knowhow, knowledge, data, techniques,
computer software and hardware, and trade secrets of Radica Group or
related to the Companies' Business, including, without limitation,
customer or supplier requirements, notes, drawings, writings, designs,
plans, specifications, records, charts, methods, procedures, systems,
price lists, financial data, records, and customer or supplier lists
(collectively "Confidential Information"). Accordingly, except as
permitted or required in the performance of his duties for Radica
Group, Employee agrees not to disclose, divulge, make public, utilize,
communicate or use, whether for his own benefit or for the benefit of
others, either directly or indirectly, any Confidential Information
relating to the Companies's Business unless specifically authorized in
writing by Radica or Radica USA to do so.
d) Employee shall promptly communicate and disclose to Radica Group all
information, inventions, improvements, discoveries, knowhow, methods,
techniques, processes, observations and data ("Proprietary
Information") obtained, developed, invented or otherwise discovered by
him in the course of this employment. All written materials, records,
computer programs or data and documents made by Employee or coming
into his possession during the employment period concerning any
Proprietary Information used or developed by Radica Group, or by
Employee, shall be the sole exclusive property of Radica Group.
Employee shall have no right, title or interest therein
notwithstanding that he may have purchased the medium on which such
Proprietary Information is recorded.
e) Upon Termination, Employee shall not take with him any of the
Confidential Information or Proprietary Information. Upon Termination,
or at any time upon the request of Radica or Radica USA, Employee
shall promptly deliver all Confidential Information and Proprietary
information, and all copies thereof, to Radica Group with no cost or
charge to Radica Group. Upon request by Radica or Radica USA, Employee
shall promptly execute and deliver any documents necessary or
convenient to evidence ownership of the
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Confidential Information and Proprietary Information by Radica Group,
or the transfer and assignment of the Confidential Information and
Proprietary Information to Radica Group without cost or charge. The
provisions of this Section 7 shall survive any Termination of this
Agreement.
8. BENEFIT AND BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon Radica and Radica USA, their successors and assigns,
including but not limited to any corporation, person or other entity which
may acquire all or substantially all of the assets and business of Radica
or Radica USA or any corporation with or into which they may be
consolidated or merged. Radica and Radica USA may assign their rights and
obligations to another present or future member of Radica Group. The rights
and obligations of Employee hereunder may not be delegated or assigned.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall constitute one and the
same instrument.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE
CHOICE OF LAW PRINCIPLES THEREOF.
11. ENTIRE AGREEMENT. This Agreement sets forth and is an integration of all of
the promises, agreements, conditions and understandings among the parties
hereto with respect to all matters contained or referred to herein, and all
prior promises, agreements, conditions, understandings, warranties or
representations, oral, written, express or implied, are hereby superseded
and merged herein.
12. VALIDITY OF PROVISIONS. Should any provision(s) of this Agreement be void
or unenforceable in whole or in part, the remainder of this Agreement shall
not in any way be affected thereby, and such provision(s) shall be modified
or amended so as to provide for the accomplishment of the provision(s) and
intentions of this Agreement to the maximum extent possible.
13. MODIFICATIONS OR DISCHARGE. This Agreement shall not be deemed waived,
changed, modified, discharged or terminated in whole or in part, except as
expressly provided for herein or by written instrument signed by all
parties hereto. Each party agrees to make any modifications to this
Agreement, including changing the timing of payments hereunder, as may be
reasonably necessary to comply with Section 409A of the Internal Revenue
Code.
14. NOTICES. Any notice which either party may wish to give to the other
parties hereunder shall be deemed to have been given when actually received
by the party to whom it is addressed. Notices by Employee to either Radica
or Radica USA shall be sent to both of them. Notices hereunder may be sent
by courier, mail, telefax,
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telegram or telex, to the following addresses, or to such other addresses
as the parties may from time to time furnish to each other by like notice:
To: Radica Enterprises Ltd.
000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
X.X.X.
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
To: Radica Games Limited
Suite R, 6/F
2-12 Au Xxx Xxx Street
Fo Tan
Hong Kong
Attention: Xxxxx X.X. Xxxxxx
Telephone: (000) 0000 0000
Telefax: (000) 0000 0000
To: Employee:
Xxxxxxxx X. Xxxxxxxx
00 Xxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
15. NUMBER; GENDER. In this Agreement, the masculine shall include the feminine
and neuter and vice versa, and the singular shall include the plural and
vice versa, as the context may reasonably require or permit.
16. REIMBURSEMENT OF EXPENSES. After a Change in Control or a Termination for
Cause later determined to be a Termination Without Cause, if any dispute
shall arise under this Agreement involving termination of Employee's
employment with Radica or Radica USA or involving the failure or refusal of
Radica or Radica USA to perform fully in accordance with the terms hereof,
Radica or Radica USA shall reimburse Employee, on a current basis, for all
reasonable legal fees and expenses, if any, incurred by Employee in
connection with such contest or dispute (regardless of the result thereof),
regardless of whether Employee's claim is upheld by a court of competent
jurisdiction; provided, however, Employee shall be required to repay any
such amounts to the Company to the extent that a court issues a final and
non-appealable order setting forth the determination that the position
taken by Employee was frivolous or advanced by Employee in bad faith.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
RADICA ENTERPRISES LTD.
By: /s/ Xxxxxxx X. Xxxxx
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RADICA GAMES LIMITED
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxxx X. Xxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx
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