EXHIBIT 14
EXECUTIVE SEVERANCE/CHANGE OF CONTROL AGREEMENT
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This Executive Severance/Change of Control Agreement (the "Agreement") is
made and entered into effective as March 18, 1996 (the "Effective Date"), by and
between Xxxxx X. Xxxxxx, an individual, of 0000 Xxxxxxxx Xxx, Xxxxxx Xxxxx,
Xxxxxxxxxx 00000, (the "Employee") and STATE OF THE ART, INC., a California
corporation, of 00 Xxxx Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 (the
"Company").
RECITALS
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A. It is expected that the Company may from time to time consider the
possibility of an acquisition by another company or other change of control.
The Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and the Company's shareholders to assure
that the Company will have the continued dedication and objectivity of the
Employee, notwithstanding the possibility, threat or occurrence of a Change of
Control (as defined below) of the Company.
B. The Board believes that it is in the best interests of the Company and
its shareholders to provide the Employee with an incentive to continue his
employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its shareholders.
C. The Board believes that it is imperative to provide the Employee with
certain severance benefits upon the Employee's termination of employment
following a Change of Control or otherwise which provides the Employee with
enhanced financial security and provides efficient incentive and encouragement
to the Employee to remain with the Company notwithstanding the possibility of a
Change of Control.
D. Certain capitalized terms used in the Agreement are defined in Section
6 below.
In consideration of the mutual covenants herein contained, and in
consideration of the continuing employment of Employee by the Company, the
parties agree as follows:
1. Duties and Scope of Employment
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(a) Position. The Company shall employ the Employee in the position
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of Vice President of Sales, with such duties, responsibilities and compensation
as in effect as of the Effective Date; provided, however, that the Board and the
Chief Executive Officer of the Company (the "CEO") shall have the right to
revise such responsibilities and compensation from time to time as the Board or
the CEO may deem necessary or appropriate. If any such revision constitutes
"Involuntary
Termination" as defined in Section 6(d) of this Agreement, the Employee shall be
entitled to benefits upon such Involuntary Termination as provided under this
Agreement.
(b) Obligations. The Employee shall devote his full business efforts
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and time to the Company and its subsidiaries. The foregoing, however, shall not
preclude the Employee from engaging in such activities and services as do not
interfere or conflict with his responsibilities to the Company.
2. At-Will Employment. The Company and the Employee acknowledge that the
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Employee's employment is and shall continue to be at-will, as defined under
applicable law. If the Employee's employment terminates for any reason, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with the Company's established employee plans and
practices or other agreements with the Company at the time of termination. The
terms of this Agreement shall terminate upon the earlier of (i) the date that
all obligations of the parties hereunder have been satisfied or (ii) two years
after the Effective Date; provided, however, that until such time Employee to
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the other, beginning one year after the Effective Date, this Agreement shall
automatically be extended by one month effective as of the end of each month so
that the remaining outstanding term of the agreement is approximately one year;
provided further that in no event shall the term of this Agreement be so
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extended to a date more than five years after the Effective Date.
Notwithstanding the foregoing, this Agreement may be extended for an additional
period or periods by mutual written agreement of the Company and the Employee. A
termination of the terms of this Agreement pursuant to the preceding sentence
shall be effective for all purposes, except that such termination shall not
affect the payment or provision of compensation or benefits on account of a
termination of employment occurring prior to the termination of the terms of
this Agreement.
3. Compensation and Benefits.
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(a) Base Compensation. The Company shall pay the Employee as
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compensation for services a base salary at the annualized rate of One Hundred
Thirty Five Thousand Dollars ($135,000.00). Such salary shall be reviewed at
least annually and shall be adjusted from time to time. Such salary shall be
paid periodically in accordance with normal Company payroll. The annual
compensation specified in this Section 3(a), as adjusted from time to time, is
referred to in this Agreement as "Base Compensation".
(b) Bonus. Beginning with the Company's current fiscal year and for
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each fiscal year thereafter during the term of this Agreement, the Employee
shall be eligible to receive an annual bonus (the "Bonus") based upon an
earnings target approved by the Board (the "Target Bonus"). The Bonus payable
hereunder shall be payable in accordance with the Company's normal practices and
policies.
(c) Employee Benefits. The Employee shall be eligible to participate
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in the employee benefit plans and executive compensation programs maintained by
the Company of general applicability to other key executives of the Company,
including (without limitation)
retirement plans, savings or profit-sharing plans, deferred compensation plans,
supplemental retirement or excess benefit plans, stock option, incentive or
other bonus plans, life, disability, health, accident and other insurance
programs, paid vacations, and similar plans or programs, subject in each case to
the generally applicable terms and conditions of the plan or program in question
and to the determination of the Board or any committee administering such plan
or program.
4. Severance Benefits.
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(a) Termination Following A Change of Control. If the Employee's
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employment with the Company terminates at any time within twelve (12) months
after a Change of Control, then, subject to Section 5, the Employee shall be
entitled to receive severance benefits as follows:
(i) Involuntary Termination. If the Employee's employment
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terminates as a result of Involuntary Termination other than for Cause, then the
Company shall pay the Employee within ten (10) business days after the
Termination Date a lump sum amount equal to twelve (12) months Base Compensation
of the Employee at the time of such termination (without giving effect to any
reduction in Base Compensation that resulted in such Involuntary Termination).
In addition, the Employee shall be entitled to a payment of a pro-rata portion
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of the Target Bonus determined by multiplying the Target Bonus by a fraction,
the numerator of which shall be the number of days in which the Employee was
employed by the Company in the fiscal year in which such termination occurs, and
the denominator of which shall be the number of days in such fiscal year, such
payment to be made in a lump sum within ten (10) business days after the
Termination Date.
(ii) Voluntary Resignation; Termination For Cause. If the
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Employee's employment terminates by reason of the Employee's voluntary
resignation (and is not an Involuntary Termination), or if the Employee is
terminated for Cause, then the Employee shall not be entitled to receive
severance or other benefits except for those (if any) as may then be established
(and applicable) under the Company's then existing severance and benefits plans
and policies at the time of such termination.
(iii) Disability; Death. If the Company terminates the Employee's
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employment as a result of the Employee's Disability, or such Employee's
employment is terminated due to the death of the Employee, then the Employee
shall not be entitled to receive severance or other benefits except for those
(if any) as may then be established (and applicable) under the Company's then
existing severance and benefits plans and policies at the time of such
Disability or death.
(b) Termination Apart from Change of Control. If, within two (2)
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years of the Effective Date, the Employee's employment with the Company
terminates, either prior to the occurrence of a Change of Control or in the
absence of a Change of Control, then, subject to Section 5, the Employee shall
be entitled to receive severance benefits as follows:
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(i) Involuntary Termination. If the Employee's employment
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terminates as a result of Involuntary Termination other than for Cause, then the
Company shall pay the Employee within ten (10) business days after the
Termination Date a lump sum amount equal to twelve (12) months Base Compensation
of the Employee at the time of such termination (without giving effect to any
reduction in Base Compensation that resulted in such Involuntary Termination).
In addition, the Employee shall be entitled to a payment of a pro-rata portion
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of the Target Bonus determined by multiplying the Target Bonus by a fraction,
the numerator of which shall be the number of days in which the Employee was
employed by the Company in the fiscal year in which such termination occurs, and
the denominator of which shall be the number of days in such fiscal year, such
payment to be made in a lump sum within ten (10) business days after the
Termination Date.
(ii) Voluntary Resignation; Termination for Cause. If the
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Employee's employment terminates by reason of the Employee's voluntary
resignation (and is not an Involuntary Termination), or if the Employee is
terminated for Cause, then the Employee shall not be entitled to receive
severance or other benefits except for those (if any) as may then be established
(and applicable) under the Company's then existing severance and benefits plans
and policies at the time of such termination.
(iii) Disability; Death. If the Company terminates the Employee's
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employment as a result of the employee's Disability, or such Employee's
employment is terminated due to the death of the Employee, then the Employee
shall not be entitled to receive severance or other benefits except for those
(if any) as may then be established (and applicable) under the Company's then-
existing severance and benefits plans and policies at the time of such
Disability or death.
(c) Benefits; Miscellaneous. In the event the Employee is entitled to
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severance benefits pursuant to subsection 4(a)(i) or subsection 4(b)(i), then in
addition to such severance benefits, the Employee shall receive 100% Company-
paid health, dental and life insurance coverage as provided to such employee
immediately prior to the Employee's termination (the "Company-Paid Coverage").
If such coverage included the Employee's dependents immediately prior to the
Employee's termination, such dependents shall also be covered at Company
expense. Company-Paid Employee becomes covered under another employer's group
health, dental, or life insurance plan. In addition, (i) the Company shall pay
the Employee any unpaid base salary due for periods prior to the Termination
Date; (ii) the Company shall pay the Employee all of the Employee's accrued and
unused vacation through the Termination Date; and (iii) following submission of
proper expense reports by the Employee, the Company shall reimburse the Employee
for all expenses reasonably and necessarily incurred by the Employee in
connection with the business of the Company prior to termination. These
payments shall be made promptly upon termination and within the period of time
mandated by law.
(d) Options. In the event the Employee is entitled to severance
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benefits pursuant to subsection 4(a)(i), upon such termination, in addition to
any portion of the Employee's stock options that were exercisable immediately
prior to such termination, such options shall immediately
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become exercisable as to an additional amount as though the Employee had
remained continuously employed for a period of thirty-six (36) months following
such termination, for the period prescribed in such option plans.
5. Limitation on Payments and Benefits.
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(a) Limitation. To the extent that any of the payments and benefits
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provided for in this Agreement constitute "parachute payments" within the
meaning of Section 280G of the Internal Revenue Code (the "Code") and, but for
this Section 5, would be subject to the excise tax imposed by Section 4999 of
the Code, the aggregate amount of such payments and benefits shall be reduced
such that the present value thereof (as determined under the Code and applicable
regulations) is equal to 2.99 times Employee's "base amount" (as defined in the
Code).
(b) Company Notice. Within thirty (30) days after the later of
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Termination or the related change of control, the Company shall notify Employee
in writing if it believes that any reduction in the payments and benefits that
would otherwise be paid or provided to the Employee under the terms of this
Agreement is required to comply with the provisions of Section 5(a) hereof. If
the Company determines that any such reduction is required, it will provide
Employee with copies of the information used and calculations made by the
Company to determine the amount of such reduction.
(c) Employee Response; Dispute Resolution. Within thirty (30) days
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after the Employee's receipt of the Company's notice pursuant to Section 5(b)
hereof, Employee shall notify the Company in writing if Employee disagrees with
the amount of reduction determined by the Company. As part of such notice,
Employee shall also advise the Company of the amount of provisions of Section
5(a) hereof. Failure by Employee to provide this notice within the time allowed
will be treated as acceptance by Employee of the amount of reduction determined
by the Company. If any differences regarding the amount of the reduction have
not been resolved by mutual agreement within sixty (60) days after Employee's
receipt of the company's notice pursuant to Section 5(b) hereof, the amount of
reduction determined by Employee will be conclusive and binding on both parties
unless, prior to the expiration of such sixty (60) day period, the Company
notifies Employee in writing of the Company's intention to have the matter
submitted to arbitration for resolution and proceeds to do so promptly. If the
Company gives no notice to Employee of a required reduction as provided in
Section 5(b) hereof, Employee may unilaterally determine the amount of reduction
required, if any, and, upon written notice to the Company, that amount will be
conclusive and binding on both parties.
(d) Determination of Payments Reduced. If a reduction in the payments
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and benefits that would otherwise be paid or provided to Employee under the
terms of this Agreement is necessary to comply with the provisions of Section
5(a) hereof, Employee shall be entitled to select which payments or benefits
will be reduced (so long as the requirements of Section 5(a) hereof are met).
Within thirty (30) days after the amount of any required reduction in payments
and benefits is finally determined in accordance with the provisions of Section
5(c) hereof, Employee will notify the
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Company in writing regarding which payments or benefits are to be reduced. If no
notification is given by Employee, the Company will determine which amounts to
reduce. If, as a result of the reductions required by Section 5(a) hereof, the
amounts previously paid to Employee exceed the amount to which Employee is
entitled, Employee will promptly return the excess amount to the Company. In the
event such excess amount (or any portion thereof) is determined (by a final
determination by the IRS or a court decision or a binding agreement with the
IRS) to be subject to the excise tax imposed by Section 4999 of the Code
notwithstanding the return of such excess amount by Employee to the Company in
accordance with the preceding sentence, the Company shall promptly return such
excess amount (or portion thereof) to Employee. The Company shall have no
obligation (as between Employee and the Company) to pay any excise tax imposed
on Employee by Section 4999 of the Code with respect to any payments and
benefits provided in this Agreement which constitute "parachute payments" within
the meaning of Section 280G of the Code (other than to the extent the Company
has withheld any such amounts).
6. Definition of Terms. The following terms referred to in this
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Agreement shall have the following meanings:
(a) Cause. "Cause" shall mean:
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(i) Employee's continued failure to substantially perform his
duties or responsibilities hereunder for a period of 30 days after notice
thereof from the Board of Directors or Chief Executive Officer of the Company to
Employee setting forth in reasonable detail the respects in which the Company
believes Employee has not substantially performed his duties or responsibilities
hereunder;
(ii) Employee personally engaging in knowing and intentional
illegal conduct which is seriously injurious to the Company and its affiliates;
(iii) Employee being convicted of a felony, or committing an act
of dishonesty or fraud against, or the misappropriation of property belonging
to, the Company or its affiliates;
(iv) The performance by Employee of those acts identified in
Section 2924 of the California Labor Code;
(v) Employee knowingly and intentionally breaching in any
material respect the terms of this Agreement (or any confidentiality agreement
or invention or proprietary information agreement with the Company);
(vi) Employee's commencement of employment with another employer
while he is an employee of the Company; or
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(vii) any material breach by Employee of any material provision of
this Agreement which continues uncured for 30 days following notice hereof.
(b) Change of Control. "Change of Control" shall mean the occurrence
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of any of the following events:
(i) Any "person" or "group" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing 30% or more of
the total voting power represented by the Company's then outstanding voting
securities; or
(ii) A change in the composition of the Board of Directors of the
Company occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. "Incumbent Directors" shall
mean directors who either (A) are directors of the Company as of the date
hereof, or (B) are elected, or nominated for election, to the Board of Directors
of the Company with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but shall not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or
(iii) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
the Company's assets (other than to a subsidiary or subsidiaries).
(c) Disability. "Disability" shall mean that the Employee has been or
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will be unable to perform his duties under this Agreement for a period of three
or more months due to illness, accident or other physical or mental incapacity.
(d) Involuntary Termination. "Involuntary Termination" shall mean:
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(i) the continued assignment to Employee of any duties or the
continued significant reduction of Employee's duties, either of which is
substantially inconsistent with the level of Employee's position with the
Company, for a period of 30 days after notice thereof from respects in which
Employee believes such assignments or duties are substantially inconsistent with
the level of Employee's position;
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(ii) a material reduction in Employee's salary, other than any
such reduction which is part of, and generally consistent with, a general
reduction of officer salaries;
(iii) a material reduction by the Company in the kind or level of
employee benefits (other than salary and bonus) to which Employee is entitled
immediately prior to such reduction with the result that Employee's overall
benefits package (other than salary and bonus) is substantially reduced (other
than any such reduction applicable to officers of the Company generally);
(iv) the relocation of Employee's principal place for the
rendering of the services to be provided by him hereunder to a location more
than fifty (50) miles from the present location of the principal executive
office of the Company; or
(v) any material breach by the Company of any material provision
of this Agreement which continues uncured for 30 days following notice thereof;
provided that none of the foregoing shall constitute Involuntary Termination to
the extent Employee has agreed thereto.
(e) Termination Date. "Termination Date" shall mean (i) if the
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Employee's employment is terminated by the Company for Disability, thirty (30)
days after notice of termination is given to the Employee (provided that the
Employee shall not have returned to the performance of the Employee's duties on
a full-time basis during such thirty (30) day period), (ii) if the Employee's
employment is terminated by the Company for any other reason, the date on which
a notice of termination is given, or (iii) if the Agreement is terminated by the
Employee, the date on which the Employee delivers the notice of termination to
the Company.
7. Successors.
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(a) Company's Successors. Any successor to the Company (whether
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direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such obligations
in the absence of a succession. For all purposes under this Agreement, the term
"Company" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this
subsection (a) or which becomes bound by the terms of this Agreement by
operation of law.
(b) Employee's Successors. The terms of this Agreement and all rights
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of the Employee hereunder shall inure to the benefit of, and be enforceable by,
the Employee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
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8. Notice.
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(a) General. Notices and all other communications contemplated by
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this Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid. In the case of the Employee,
mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing. In the case of the Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Secretary.
(b) Notice of Termination. Any termination by the Company for Cause
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or by the Employee as a result of an Involuntary Termination shall be
communicated by a notice of termination to the other party hereto given in
accordance with Section 8 of this Agreement. Such notice shall indicate the
specific termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the termination
date (which shall be not more than 30 days after the giving of such notice).
The failure by the Employee to include in the notice any fact or circumstance
which contributes to a showing of Involuntary Termination shall not waive any
right of the Employee hereunder or preclude the Employee from asserting such
fact or circumstance in enforcing his rights hereunder. In the event of a
voluntary resignation by Employee not communicated by Employee in writing, the
Company shall confirm its acceptance of the Employee's resignation by written
notice given to Employee within two business days from the date of the
Employee's tender of his or her resignation. Absent exceptional circumstances
rendering Employee unable to respond, the Employee's failure to give written
notice to the Company disputing the Company's confirmation of the resignation
within five business days from the date of the Company's notice to Employee,
shall be deemed conclusive evidence that Employee has resigned. Any dispute
regarding whether Employee's resignation was a voluntary resignation shall be
subject to resolution exclusively by binding arbitration as provided in this
Agreement.
9. Arbitration. At the option of either party, any and all disputes or
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controversies whether of law or fact and of any nature whatsoever arising from
or respecting this Agreement shall be decided by arbitration by the American
Arbitration Association in accordance with the rules and regulations of that
Association. By entering into this Agreement, the Company and the Employee
expressly waive any right to (1) a jury trial of any dispute or controversy
subject to arbitration under this Agreement; (2) any award of punitive damages;
and (3) judicial review of any arbitration award hereunder, except to the extent
expressly provided by this Agreement.
The arbitrator shall be selected as follows: In the event the Company
and the Employee agree on one arbitrator, the arbitration shall be conducted by
such arbitrator. In the event the Company and the Employee do not so agree, the
Company and the Employee shall each select one independent, qualified arbitrator
and the two arbitrators so selected shall select the third arbitrator. The
Company reserves the right to object to any individual arbitrator who shall be
employed by or affiliated with a competing organization.
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Arbitration shall take place in Orange County, California, or any
other location mutually agreeable to the parties. At the request of either
party, arbitration proceedings will be conducted in the utmost secrecy; in such
case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in secrecy under seal, available for the
inspection only of the Company or the Employee and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
secrecy until such information shall become generally known. The arbitrator,
who shall act by majority vote, shall be able to decree any and all relief of an
equitable nature, including but not limited to such relief as a temporary
restraining order, a temporary and/or a permanent injunction, and shall also be
able to award damages, with or without an accounting and costs, provided that
punitive damages shall not be awarded. The decree or judgment of an award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.
The arbitrator's authority shall be limited to considering and
deciding disputes or controversies arising from or respecting this Agreement,
and to awarding relief specifically provided for by Sections 3 and 4 of this
Agreement. The arbitrator shall not have authority to alter or waive provisions
of this Agreement, to award relief not expressly permitted by this Agreement, or
to modify existing policies or procedures of the Employer. The arbitrator's
decision shall be in writing and shall set forth the facts and reasons
supporting it. The arbitrator shall not have the power to commit errors of law
or legal reasoning, and the award may be vacated or corrected pursuant to
California Code of Civil Procedure section 1286.2 or 1286.6 for any such error.
The arbitrator's decision/award shall be final binding on all parties.
Reasonable notice of the time and place of arbitration shall be given
to all persons, other than the parties, as shall be required by law, in which
case such persons or those authorized representatives shall have the right to
attend and/or participate in all the arbitration hearings in such manner as the
law shall require.
10. Miscellaneous Provisions.
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(a) No Duty to Mitigate. The Employee shall not be required to
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mitigate the amount of any payment contemplated by this Agreement, nor shall any
such payment be reduced by any earnings that the Employee may receive from any
other source.
(b) Waiver. No provision of this Agreement shall be modified, waived
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or discharged unless the modification, waiver or discharge is agreed to in
writing and signed by the Employee and by an authorized officer of the Company
(other than Employee). No waiver by the either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time.
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(c) Whole Agreement. No agreements, representations or understandings
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(whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof.
(d) Choice of Law. The validity, interpretation, construction and
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performance of this Agreement shall be governed by the laws of the State of
California.
(e) Severability. The invalidity or unenforceability of any provision
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or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and effect.
(f) No Assignment of Benefits. The rights of any person to payments
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or benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this subsection (f) shall be
void.
(g) Employment Taxes. All payments made pursuant to this Agreement
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will be subject to withholding of applicable income and employment taxes.
(h) Assignment by Company. The Company may assign its rights under
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this Agreement to an affiliate, and an affiliate may assign its rights under
this Agreement to another affiliate of the Company or to the Company; provided,
however, that no assignment shall be made if the net worth of the assignee is
less than the net worth of the Company at the time of assignment. In the case
of any such assignment, the term "Company" when used in a section of this
Agreement shall mean the corporation that actually employs the Employee.
(i) Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.
COMPANY: STATE OF THE ART, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President and Chief Executive Officer
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EMPLOYEE: XXXXX X. XXXXXX
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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