EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Agreement”),
made
and entered into as of this 31 day of July 2007 (the “Effective
Date”),
by
and between Wako Logistics Group, Inc, a Delaware corporation
(the “WLG”),
World
Commerce Services LLC, an Illinois limited liability company (the “Company”)
and
Xxxx Xxxxxxxxxx (the
“Executive”).
WITNESSETH
WHEREAS,
the
Company is a wholly owned subsidiary of WLG; and
WHEREAS,
WLG and
the Company desire to hire the Executive and the Executive desires to become
employed by the Company and WLG; and
WHEREAS,
WLG,
the Company and the Executive have determined that it is in their respective
best interest to enter into this Agreement on the terms and conditions as set
forth herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as
follows:
1. Employment.
The
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to serve the Company, upon the terms and conditions set forth
herein.
2. Term.
The
employment of the Executive by the Company pursuant to this Agreement as
provided in Section
1
will
commence on the Effective Date and continue until the Executive’s employment is
terminated as provided in Section
6
hereof
(the “Term”).
3. Positions.
The
Executive shall serve as the Chief Executive Officer (the “CEO”)
of the
Company, and (ii) the Executive Vice President (the “EVP”)
of WLG
(collectively, the “Positions”).
4. Reporting
and Duties.
4.1 EVP
of WLG.
With
respect to the Executive’s duties as EVP of WLG, the Executive shall, at all
times during the Term, report directly to the Chief Executive Officer of
WLG.
4.2 CEO
of the Company.
With
respect to the Executive’s duties as CEO of the Company, the Executive shall, at
all times during the Term, report directly to the Company’s Board of Directors
(the “Board”),
which
following the execution of this Agreement, shall initially comprise the
Executive, Xxxxxxxxxxx Xxxx and Xxxxx Xxxxxx.
4.3 Duties.
In
connection with his Positions, the Executive shall have such responsibilities,
duties and authority as are generally associated with such offices and as may
from time to time be assigned to the Executive by the Board with respect to
the
Company, and with respect to WLG, by WLG’s Chief Executive Officer, including,
but not limited to, responsibility for the Company’s and WLG’s North American
business operations and, in addition, all of WLG’s worldwide business
development.
The
Executive shall perform his duties diligently and faithfully and shall devote
all his working time and efforts to the business and affairs of WLG and the
Company. Notwithstanding anything in this Section
4
to the
contrary, the Executive shall not be required to perform any duties or
responsibilities that would result in a violation of, or noncompliance with,
any
law, regulation, regulatory pronouncement or any other regulatory requirement
applicable to WLG or the Company and the conduct of the either WLG or the
Company’s business or to the Executive in his capacity as CEO of
the
Company and EVP of WLG.
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5.
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Compensation
and Related Matters.
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5.1 Base
Salary.
In
consideration of the services rendered to the Company and WLG hereunder by
the
Executive and the Executive’s covenants hereunder, the Company shall, during the
Term, pay to the Executive an annual base salary at a rate of $250,000 (the
“Base
Salary”),
less
statutory deductions and withholdings, payable in accordance with the Company’s
normal payroll practices. At least annually, the Board will review the Base
Salary for competitiveness, in light of the stage of development of the Company
and WLG and appropriateness in the industry.
5.2 Annual
Bonus.
For
each calendar
year during the Term, the Executive shall be eligible to participate in the
Company’s incentive programs and in connection therewith to receive annual
discretionary bonuses (each
a
“Bonus”),
and
the Executive shall be eligible to participate in WLG’s incentive programs that
are made available to WLG’s other executive officers on a basis substantially
equivalent to WLG’s other EVP’s or similar level officers.
Such
Bonus, if any, shall be determined and payable at the sole discretion of the
Board and shall not exceed 100% of the Base Salary for any given calendar year.
5.3 Stock
Options.
For
each calendar year during the Term, the Executive shall be eligible to
participate
in WLG’s
stock option plan and to receive, subject to the determination of WLG’s Board
(or its compensation committee), options to purchase shares of WLG’s common
stock (the “Options”).
Such
Options shall be awarded in the sole discretion of the WLG Board (or its
compensation committee) and shall have vesting provisions, exercise prices and
terms
as determined by the WLG Board (or its compensation committee). Any
Options granted will be either in the form of incentive stock options or
non-qualified options, as determined by the Board (or its compensation
committee) and the Executive.
5.4 Expenses.
The
Executive shall be entitled to receive prompt reimbursement for all reasonable
and customary expenses incurred by the Executive in performing services
hereunder, provided that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the
Company.
-2-
5.5 Benefits.
(a) The
Executive shall be entitled to receive full reimbursement for the premium costs
of any medical and dental plans which Executive and his immediate family are
covered during the Term.
(b) The
Executive shall be entitled to a car allowance of $800 per month of the
Term.
(c) The
Executive shall be entitled to four (4) weeks paid vacation per calendar year
or
such other reasonable amount of time in consultation with the Boards of both
the
Company and WLG.
(d) The
Executive shall be entitled to such other benefits made available to WLG’s
executive officers on a basis substantially equivalent to WLG’s other EVP’s or
similar level officers.
6. Director
and Officer of the Company; D&O Insurance.
During
the Term, as
an
officer and, upon election or appointment as a director of WLG, the Executive
will be covered under any WLG Director’s and Officer’s liability insurance
policies, which are in place and updated over time. During the Term, WLG and
the
Company shall indemnify Executive to the full extent permitted under Delaware
law for claims relating to his service as a director or officer of WLG and
the
Company. Following the execution hereof, WLG and the Company shall negotiate
in
good faith with the Executive to enter into a separate indemnification agreement
at the earliest possible time.
7. Termination.
The
Executive’s employment hereunder may be terminated under the following
circumstances:
7.1 Death
or Disability.
In the
event of the Executive’s death or Disability (as defined below) during the Term
of this Agreement, the Executive’s employment hereunder shall immediately and
automatically terminate, and neither the Company nor WLG shall have any further
obligation or duty to the Executive or his estate or beneficiaries other than
for the Base Salary earned under this Agreement to the date of termination,
reimbursement of corporate expenses to which Executive would otherwise be
entitled, and any payments or benefits due under Company policies or benefit
plans
which
shall be paid within a reasonable time following death or
Disability.
For
purposes of this Agreement, "Disability"
shall
mean
the
physical or mental infirmity of which infirmity causes him to be substantially
unable to perform his duties hereunder for any period of one hundred twenty
(120) consecutive days; provided,
however,
that
notwithstanding anything to the contrary herein and despite any termination
of
Executive’s employment under this Section
6,
Executive shall be entitled in the event of a termination on account of
Disability: (i) to retain any disability benefits, which amounts shall not
be
offset by any disability benefits received by Executive from any other source,
(ii) to receive his Base Salary until such time as he has commenced receiving
disability payments under the Company's policies,
(iii) to
receive a prorated portion of the Bonus to
which
Executive would otherwise have been entitled for the calendar year through
the
date of termination (as
determined by
the
Board of the Company),
and
(iv) accrued but unused vacation.
Executive shall have a period of one (1) year following the termination of
his employment pursuant
to
this
Section 7.1
to
exercise any vested Options.
-3-
7.2 Cause,
Without Cause Termination by the Executive.
Notwithstanding the provisions of Section
2
of this
Agreement, the Executive’s employment hereunder may terminate under the
following circumstances:
(a) Termination
by the Company for Cause.
The
Board may terminate this Agreement for Cause (as defined below) at any time,
upon written notice to the Executive setting forth in reasonable detail the
nature of such Cause. For purposes of this Agreement, “Cause” is defined as (i)
the Executive’s material breach of this
Agreement; (ii) the Executive’s conviction of or plea of no contest regarding
any felony or any crime involving moral turpitude; or (iii) gross neglect
or
willful misconduct by the Executive in connection with the performance of his
duties
hereunder, or his refusal to perform such duties
reasonably requested
in the
ordinary course;
provided,
however,
that
with respect to any termination for Cause based on the grounds specified in
(i)
and (iii) above, the Company shall give Executive a thirty (30) day opportunity
to cure commencing on the date of such written notice, provided such cure period
would not have a material adverse effect on the Company and/or WLG. Upon
the
termination for Cause of Executive’s employment, neither the Company nor WLG
shall have any further obligation and/or liability to the Executive other than
for Base Salary earned under this Agreement prior to the date of termination,
reimbursement for corporate expenses for which Executive would otherwise be
entitled, and any accrued but unused vacation. Executive’s vested but
unexercised Options shall expire immediately upon his termination for
Cause.
(b) Termination
by the Company Without Cause.
The
Executive’s employment hereunder may be terminated without Cause by the Company
upon written notice to the Executive, provided,
however,
that if
the Company terminates the Executive’s employment without Cause,
or
the
Executive terminates his employment for Good Reason (as defined below), the
Company shall (i) continue to pay the Executive the Base Salary and shall
reimburse medical and dental premiums, under the same conditions as exist at
the
time of termination, for a severance period of six (6) months, provided
termination occurs after six (6) months and before the completion of twelve
(12)
months from the Effective Date; (ii) continue to pay the Executive the Base
Salary and shall reimburse medical and dental premiums, under the same
conditions as exist at the time of termination, for a severance period of twelve
(12) months from the date of termination, provided termination occurs after
twelve (12) months from the Effective Date; (iii) pay to the Executive a
prorated portion of the Bonus to which Executive would otherwise have been
entitled based on performance through the calendar quarter in which the final
month of the severance period occurs (as determined by the WLG Board or its
compensation committee), (iii) cause any unvested Options granted to the
Executive to immediately vest,
and
(iv) pay Executive for any accrued but unused vacation.
The
Company's obligations under this Section
7.2(b)
are not
subject to any right of setoff and impose no duty to mitigate on Executive.
As a
condition of receiving severance benefits pursuant to this Agreement, the
Executive shall execute and deliver to the Company prior to his receipt of
such
benefits a general
release
in
substantially the form set forth in Annex A
hereto
and a non-disparage agreement. The
obligations of the Company under this Section
7.2(b)
are
subject to Executive's continuing compliance with Sections
3, 4, 8, 9,
and
10
hereof.
In addition, in the event the Company terminates the Executive’s employment
without Cause or if the Executive terminates his employment for Good Reason,
WLG
shall waive, at the Executive’s request, any and all restrictions and
limitations on the right of the Executive or his spouse to sell shares of WLG’s
common stock; provided, however, that the Executive shall remain subject to
the
re-sale restrictions imposed by applicable securities laws.
-4-
(c) Termination
by the Executive.
The
Executive may terminate his employment hereunder for any reason
upon
ninety (90) days express prior written notice to the Company
and WLG
(the “Notice
Period”).
In the
event Executive provides notice of termination pursuant to this Section
7.2(c),
the
Company may elect to terminate Executive at any time during the Notice Period
without such termination being deemed a termination by the Company under this
Agreement; provided that the Company shall nevertheless
pay the
Executive for
any
remaining portion of the
Notice Period an amount equal to
the Base
Salary and benefits at the rate of compensation the Executive was receiving
immediately before the
Notice Period, unless such termination is for Cause, in which event Section
7.2(a)
shall
apply.
The
payments in the preceding sentence shall be in addition to any other payments
Executive is entitled to receive under this Agreement as a result of the
termination
by
Executive. The
Executive may also terminate his employment hereunder within sixty
(60)
days
after the occurrence of any of the following events (i) a material breach of
a
material provision of this Agreement by the Company or WLG; (ii) a material
change
in the
Executive’s duties or responsibilities
inconsistent with his position as CEO
of
the Company or EVP of WLG, including any reduction in Base Salary; or (iii)
a
change in the Executive’s reporting relationship so that he no longer
reports
directly to the Board and to the President and/or Chief Executive
Officer
of WLG
and the Company (collectively, “Good
Reason”).
The
Executive shall give the Company thirty (30) days’ express prior written notice
and opportunity to cure prior to any termination for Good Reason based on the
grounds specified in (i) through (iii) above.
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8.
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Confidentiality,
Disclosure of Information.
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8.1 The
Executive recognizes and acknowledges that the Executive has had and will have
access to Confidential Information (as defined below) relating to the business
or interests of the Company and WLG or of persons with whom either one may
have
business relationships. Except as permitted herein, the Executive will not
during the Term, or at any time thereafter, use, disclose or permit to be known
by any other person or entity, any Confidential Information of the Company
and
WLG (except as required by applicable law or as Executive deems
necessary
in
connection with the performance of the Executive’s duties and responsibilities
hereunder). The term “Confidential
Information”
means
information relating to WLG’s and the Company’s business affairs, customers,
proprietary technology, trade secrets, patented processes, research and
development data, know-how, market studies and forecasts, competitive analyses,
pricing policies, employee lists, employment agreements (other than this
Agreement), personnel policies, the substance of agreements with customers,
suppliers and others, marketing arrangements, customer lists, commercial
arrangements,
or
any
other information relating to WLG’s and the Company’s business that is not
generally known to the public or to actual or potential competitors of WLG
and
the Company (other than through a breach of this Agreement). This obligation
shall continue until such Confidential Information becomes publicly available,
other than pursuant to a breach of this Section
8
by the
Executive, regardless of whether the Executive continues to be employed by
WLG
or the Company.
-5-
8.2 It
is
further agreed and understood by and between the parties to this Agreement
that
all “Company
Materials,”
which
include, but are not limited to, computers, computer software, computer disks,
tapes, printouts, source, HTML and other code, flowcharts, schematics, designs,
graphics, drawings, photographs, charts, graphs, notebooks, customer lists,
sound recordings, other tangible or intangible manifestation of content, and
all
other documents whether printed, typewritten, handwritten, electronic, or stored
on computer disks, tapes, hard drives, or any other tangible medium, as well
as
samples, prototypes, models, products and the like, shall be the exclusive
property of WLG and the Company and, upon termination of Executive’s employment
with WLG and the Company, and/or upon the request of WLG and the Company, all
Company Materials, including copies thereof, as well as all other WLG and
Company property then in the Executive’s possession or control, shall be
returned to and left with the Company and WLG.
9. Inventions
Discovered by Executive.
The
Executive shall promptly disclose to both WLG and the Company any invention,
improvement, discovery, process, formula, or method or other intellectual
property, whether or not patentable or copyrightable (collectively,
“Inventions”),
conceived or first reduced to practice by the Executive, either alone or jointly
with others, while performing services hereunder (or, if based on any
Confidential Information, within fifteen months after the Term), (a) which
pertain to any line of business of WLG or the Company, whether then conducted
or
then being actively planned by WLG or the Company, with which the Executive
was
or is involved, (b) which is developed using time, material or facilities of
WLG
or the Company, whether or not during working hours or on WLG premises or the
Company premises, or (c) which directly relates to any of the Executive’s
services during the Term, whether or not during normal working hours. The
Executive hereby assigns to WLG and the Company all of the Executive’s right,
title and interest in and to any such Inventions. During the Term and for
eighteen (18) months thereafter, the Executive shall execute any documents
necessary to perfect the assignment of such Inventions to WLG and to the Company
and to enable WLG and the Company to apply for, obtain and enforce patents,
trademarks and copyrights in any and all countries on such Inventions,
including, without limitation, the execution of any instruments and the giving
of evidence and testimony, without further compensation beyond the Executive’s
agreed compensation during the course of the Executive’s
employment.
10. Non-Competition
and Non-Solicitation.
10.1 The
Executive acknowledges that WLG and the Company has invested substantial time,
money and resources in the development and retention of its Inventions,
Confidential Information (including trade secrets), customers, accounts and
business partners, and further acknowledges that during the course of the
Executive’s employment with WLG and the Company hereunder the Executive will
have access to WLG’s and the Company’s Inventions and Confidential Information
(including trade secrets), and will be introduced to existing and prospective
customers, accounts and business partners of WLG and the Company. The Executive
acknowledges and agrees that any and all “goodwill” associated with any existing
or prospective customer, account or business partner belongs exclusively to
WLG
and the Company, including, but not limited to, any goodwill created as a result
of direct or indirect contacts or relationships between the Executive and any
existing or prospective customers, accounts or business partners. Additionally,
the parties acknowledge and agree that Executive possesses skills that are
special, unique or extraordinary and that the value of WLG and the Company
depends upon his use of such skills on their behalf.
-6-
10.2 In
recognition of the foregoing, the Executive covenants and agrees
that:
(a) During
the Term, and for a period of twelve (12) months thereafter, the Executive
may
not, without the prior written consent of the Board of WLG and the Company
(whether as an employee, agent, owner, partner, consultant, independent
contractor, representative, stockholder or in any other capacity whatsoever)
participate
in any business that offers products or services directly competitive to those
offered by WLG or the Company or that were under active development by WLG
or
the Company during the Term, provided that nothing herein shall prohibit the
Executive from owning securities of corporations which are listed on a national
securities exchange or traded in the national over-the-counter market in an
amount which shall not exceed 5% of the outstanding shares of an such
corporation.
(b) During
the Term, and for a period of eighteen (18) months thereafter, the Executive
may
not entice, solicit or encourage any WLG or Company employee to leave the employ
of WLG or the Company or any independent contractor to sever its engagement
with
WLG or the Company, absent the express, prior written consent to do so from
the
Boards of each.
(c) During
the Term, and for a period of eighteen (18) months thereafter, the Executive
may
not, directly or indirectly, entice, solicit or encourage any current or prior
customer or prospective customer of WLG or the Company to cease doing business
with WLG or the Company, reduce its relationship with WLG or the Company,
refrain from establishing or expanding a relationship with WLG or the Company
or
do ay business with any other entity
(d) The
foregoing notwithstanding, the provisions of Section
10.2(a)
shall
apply if the Company terminates the Executive’s employment hereunder pursuant to
Section
7.2(b)
or the
Executive terminates his employment pursuant to Section
7.2(c)
for only
that period of time that the Company is making payments to the Executive
pursuant to Section
7.2(b)
or
7.2(c)
as
applicable.
11. Provisions
Necessary and Reasonable.
(a) The
Executive agrees that (i) the provisions of Sections
8, 9,
and 10
of this Agreement are necessary and reasonable to protect WLG’s and the
Company’s Confidential Information, Inventions, and goodwill; (ii) the specific
temporal, geographic and substantive provisions set forth in Section
10
of this
Agreement are reasonable and necessary to protect WLG’s and the Company’s
business interests; and (iii) in the event of any breach of any of the covenants
set forth herein, WLG or the Company would suffer substantial irreparable harm
and would not have an adequate remedy at law for such breach. In recognition
of
the foregoing, the Executive agrees that in the event of a breach or threatened
breach of any of these covenants, in addition to such other remedies as WLG
or
the Company may have at law, without posting any bond or security, WLG or the
Company shall be entitled to seek and obtain equitable relief, in the form
of
specific performance, and/or temporary, preliminary or permanent injunctive
relief, or any other equitable remedy which then may be available. The seeking
of such injunction or order shall not affect WLG’s or the Company’s right to
seek and obtain damages or other equitable relief on account of any such actual
or threatened breach.
-7-
(a) If
any of
the covenants contained in Sections
8, 9,
and 10
hereof, or any part thereof, are hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect without regard to the invalid
portions.
(b) If
any of
the covenants contained in Sections
8, 9,
and 10
hereof, or any part thereof, are held to be unenforceable by a court of
competent jurisdiction because of the temporal or geographic scope of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or geographic
area of such provision and, in its reduced form, such provision shall be
enforceable.
12. Representations
Regarding Prior Work and Legal Obligations.
(a) The
Executive represents to WLG and the Company that the Executive has no direct
and/or indirect agreement, contract, undersigning or other legal obligation
with
any prior employer, or any other person or entity, which restricts the
Executive’s ability to accept employment with and/or to perform any function for
WLG or the Company, whether set forth herein or not.
(a) The
Executive has been advised by WLG and the Company that at no time shall the
Executive divulge to or use for the benefit of WLG and the Company any trade
secret or confidential or proprietary information of any previous employer,
except that of the Company. Except any trade secret or confidential or
proprietary information of the Company, the Executive expressly acknowledges
that the Executive has not divulged or used any such information of any other
prior employer for the benefit of the Company.
(b) The
Executive acknowledges that the Executive has not and will not misappropriate
any Invention that the Executive played any part in creating while working
for
any former employer.
The
Executive acknowledges that WLG and the Company are basing important business
decisions on these representations, and affirms that all of the statements
included herein are true.
13. Breach
of Membership Interest Purchase Agreement.
The
Executive understands that any breach of this Agreement shall also be considered
a breach of the Membership Interest Purchase Agreement, dated as of July 31,
2007, by and among WLG, the Company, the Executive and certain other
persons.
14. Successors;
Binding Agreement.
This
Agreement and all rights of the Executive hereunder shall inure to the benefit
of and be enforceable by the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die, all amounts due following the Executive’s
death, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there is no such designee, to the Executive’s estate.
15. Notice.
For the
purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or (unless otherwise specified) mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:
-8-
| If to the Executive: |
|
Xxxx
Xxxxxxxxxx
|
|
000
Xxxxxxxxxxx Xxxx
|
|
Xxxx
Xxxxxx, XX 00000
|
|
If
to the Company:
|
|
World
Commerce Services LLC
|
|
000
Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
|
|
Xxxxxxxxxx,
XX 00000 XXX
|
|
If
to WLG:
|
|
Wako
Logistics Group, Inc.
|
|
Xxxx
0000, 00/X, Xxxx Xxxx Xxxxx, Xxxxx One
|
|
88
Container Port Road
|
|
Xxxx
Xxxxx, N.T.
|
|
Attn:
Corporate Secretary
|
or
to
such other address as any party may have furnished to the other in writing
in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
16. Miscellaneous.
No
provisions of this Agreement may be amended, modified, waived or discharged
unless such amendment, waiver, modification or discharge is agreed to in writing
signed by the Executive and such officer of the Company or WLG as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions
at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. This Agreement shall be binding on all successors to the Company
and
WLG.
17. Severability.
The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and affect.
-9-
18. 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 the conflicts of laws principles
thereof. The parties hereto hereby irrevocably agree that any suit or proceeding
arising directly and/or indirectly pursuant to or under this Agreement, shall
be
brought solely in a federal or state court located in the City, County and
State
of New York. By its execution hereof, the parties hereby covenant and
irrevocably submit to the in personam
jurisdiction of the federal and state courts located in the City, County and
State of New York and agree that any process in any such action may be served
upon any of them personally, or by certified mail or registered mail upon them
or their agent, return receipt requested, with the same full force and effect
as
if personally served upon them in New York City. The parties hereto expressly
and irrevocably waive any claim that any such jurisdiction is not a convenient
forum for any such suit or proceeding and any defense or lack of in
personam
jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from
the
other party hereto of its reasonable counsel fees and
disbursements.
19. Counterparts.
This
Agreement may be executed in two counterparts, each of which shall be deemed
to
be an original but both of which together will constitute one and the same
instrument.
20. Survivorship.
The
respective rights and obligations of the parties to this Agreement shall survive
the termination of this Agreement or the Executive’s employment hereunder for
any reason to the extent necessary to the intended preservation of such rights
and obligations.
21. Entire
Agreement.
This
Agreement sets forth the entire agreement of the parties hereto in respect
of
the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto; and any prior agreement of the parties hereto in respect
of
the subject matter contained herein is hereby terminated and
cancelled.
22. Headings.
The
parties acknowledge that the headings in this Agreement are for convenience
of
reference only and shall not control or affect the meaning or construction
of
this Agreement.
23. Advice
of Counsel.
The
Executive and the Company hereby acknowledge that each party has had adequate
opportunity to review this Agreement, to obtain the advice of counsel with
respect to this Agreement, and to reflect upon and consider the terms and
conditions of this Agreement. The parties further acknowledge that each party
fully understands the terms of this Agreement and has voluntarily executed
this
Agreement.
[Signatures
appear on following page]
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IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date and year first above
written.
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EXECUTIVE
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Wako
Logistics Group, Inc
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/s/
Xxxx Xxxxxxxxxx
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By: |
/s/
Xxxxxxxxxxx Xxxx
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Xxxx
Xxxxxxxxxx
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Title:
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Dated:
July 31, 2007
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Dated: |
July
31, 2007
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World
Commerce Services LLC
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| By: |
/s/
Xxxx Xxxxxxxxxx
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| Title: |
Manager
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| Dated: |
July
31, 2007
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SIGNATURE
PAGE TO EMPLOYMENT AGREEMENT
OF
XXXX XXXXXXXXXX
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Annex
A -- Form of Release
Executive
hereby expressly waives, releases, acquits and forever discharges WLG and the
Company and its divisions, subsidiaries, affiliates, parents, related entities,
partners, officers, directors, shareholders, investors, executives, managers,
employees, agents, attorneys, representatives, successors and assigns
(hereinafter collectively referred to as “Releasees”),
from
any and all claims, demands, and causes of action which Executive has or claims
to have, whether known or unknown, of whatever nature, which exist or may exist
on Executive’s behalf from the beginning of time up to and including the date of
this Agreement. As used in this paragraph, “claims,” “demands,” and “causes of
action” include, but are not limited to, claims based on contract, whether
express or implied, fraud, stock fraud, defamation, wrongful termination,
estoppel, equity, tort, retaliation, intellectual property, personal injury,
spoliation of evidence, emotional distress, public policy, wage and hour law,
statute or common law, claims for severance pay, claims related to stock options
and/or fringe benefits, claims for attorneys’ fees, vacation pay, debts,
accounts, compensatory damages, punitive or exemplary damages, liquidated
damages, and any and all claims arising under any federal, state, or local
statute, law, or ordinance prohibiting discrimination on account of race, color,
sex, age, religion, sexual orientation, disability or national origin,
including, but not limited to, the Age Discrimination in Employment Act, Title
VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities
Act, the Family and Medical Leave Act or the Employee Retirement Income Security
Act.
[NOTE:
The release will exclude claims under any other agreements between the Executive
and WLG and/or the Company unrelated to the Executive’s
employment.]
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