EMPLOYMENT AGREEMENT
Exhibit 10.1
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 30, 2006, by
and between Xcorporeal, Inc., a Delaware corporation (“Company”), and Xxxxxx Xxxx, M.D.
(“Executive”).
RECITALS
A. WHEREAS, Executive has experience and expertise applicable to employment with Company to
perform as the Chief Medical and Scientific Officer of Company, Company has agreed to employ
Executive and Executive has agreed to enter into such employment, on the terms set forth in this
Agreement.
B. WHEREAS, Executive acknowledges that this Agreement is necessary for the protection of
Company’s investment in its business, good will, products, patents, inventions, intellectual
property, methods of operation, information, and relationships with its customers and other
employees.
C. WHEREAS, Company acknowledges that Executive desires definition of his compensation and
benefits, and other terms of his employment.
NOW, THEREFORE, in consideration thereof and of the covenants and conditions contained herein,
the parties agree as follows:
AGREEMENT
1. TERM OF EMPLOYMENT
1.1 Initial Term. The initial term of employment will begin on December 1, 2006 (the
“Commencement Date”) and will continue until four (4) years following the Commencement Date
(“Initial Term”). After the expiration of the Initial Term, Executive will be employed on an
at-will basis, with either party able to terminate the employment, with or without cause and with
or without notice. For purposes of this Agreement, the “Term” shall mean the period during which
Executive is an employee of the Company.
2. EMPLOYMENT
2.1 Employment of Executive. Company agrees to employ Executive to render services on
the terms set forth herein. Executive hereby accepts such employment on the terms and conditions
of this Agreement.
2.2 Position and Duties. Executive will serve as Chief Medical and Scientific Officer
of Company, reporting to the Chief Executive Officer or Chairman (“Chairman”) of the Company’s
Board of Directors (“Board”), and will have the general powers, duties and responsibilities of
management usually vested in that office in a corporation and such other powers and duties as may
be prescribed from time to time by the Chairman or the Board.
2.3 Standard of Performance. Executive agrees that he will at all times faithfully
and industriously and to the best of his ability, experience and talents perform all of the duties
that may be required of and from him pursuant to the terms of this Agreement. Such duties will be
performed at such place or places as the interests, needs, business and opportunities of Company
will require or render advisable.
2.4 Exclusive Service.
(a) Subject to Section 2.4(b), Executive will (i) devote substantially all of his
business energies and abilities and all of his productive time to the performance of his duties
under this Agreement (reasonable absences during holidays and vacations excepted), and will not,
without the prior written consent of Company, render to others any service of any kind (whether or
not for compensation) that, in the opinion of Company, would materially interfere with the
performance of his duties under this Agreement, and (ii) not, without the prior written consent of
Company, maintain any affiliation with, whether as an agent, consultant, employee, officer,
director, trustee or otherwise, nor will he directly or indirectly render any services of an
advisory nature or otherwise to, or participate or engage in, any other company or business
activity.
(b) Provided that doing so does not interfere with Executive’s obligations under the other
provisions of this Section 2, Executive may spend up to ten hours per week (on a
non-cumulative basis) attending and presenting at medical conferences, meetings and symposiums,
lecturing and teaching at UCLA The Geffen School of Medicine, or treating private patients, all in
a manner that does not compete with the business of the Company.
3. COMPENSATION
3.1 Compensation. During the Term, Company will pay the amounts and provide the
benefits described in this Section 3, and Executive agrees to accept such amounts and
benefits in full payment for Executive’s services under this Agreement.
3.2 Base Salary. Company will pay to Executive a base salary equivalent to
$420,000.00 per year commencing the Commencement Date, payable in accordance with Company’s
standard payroll practices. At Company’s sole discretion, Executive’s base salary may be
increased, but not decreased, annually. Notwithstanding the foregoing, commencing on January 1,
2008 and annually thereafter, the Base Salary will be increased by at least the Consumer Price
Index for Los Angeles, California (or a reasonable proxy thereof).
3.3 Discretionary Bonus. Except as described in Section 5.1 below, Executive
is eligible to receive an annual bonus in an amount that will be targeted at 50% of Executive’s
base salary for such year. The bonus will be based on Executive achieving designated individual
goals and milestones, and the overall performance and profitability of the Company. The goals and
milestones will be established and reevaluated on an annual basis by mutual agreement of Executive
and the Chairman, subject to review and approval by the Board or its Compensation Committee. Any
bonus under this Section 3.3 will be based on a calendar year and will be paid no later
than the March 15th of the following year, and will be payable to the extent awarded
regardless of whether Executive’s employment terminated prior to such payment. The first
- 2 -
annual
bonus (for calendar year 2006), to the extent granted at the sole discretion of the Company, will
be prorated based on the Commencement Date.
3.5 Stock Options.
(a) Upon U.S. Food and Drug Administration approval of the Company’s first product, Executive
will, subject to Board approval (which will not be unreasonably withheld), be granted an option to
purchase 500,000 shares of Company’s common stock pursuant to a stock option agreement under the
provisions of Company’s 2006 Stock Incentive Plan (“Plan”) at an exercise price equal to the fair
market value of the common stock on the date of grant, with a term of 10 years. This option is in
addition to the option to purchase 500,000 shares of common stock granted to Executive on November
14, 2006 in his capacity as a director of the Company.
(b) Except as otherwise set forth herein, vesting of options will cease upon the termination
of both Executive’s service as a director and employment with Company and its affiliates.
3.6 Fringe Benefits. Subject to Section 3.7 and upon satisfaction of the
applicable eligibility requirements, Executive and Executive’s family will be provided with group
medical and dental insurance and group dental coverage through Company’s plans. Medical and dental
benefits will commence on the first day of the month following the Commencement Date. In the event
that no benefit plans are in place at that time, the Company will reimburse Executive for COBRA
coverage until such time as Executive is covered under the Company’s group medical and dental
plans. Company will pay for $500,000 of term life insurance for the benefit of Executive, subject
to the standard physical examination that is required by the issuing insurance company. In
addition, Executive will be provided with accidental death and disability and long-term disability
insurance, or reimbursed for the reasonably equivalent cost of a private disability policy.
Executive will also be provided with $1,500 per month to reimburse executive for the cost of an
automobile. Executive is also eligible to participate in Company’s 401K plan beginning on the
first day of the month following the Commencement Date.
3.7 Paid Time Off. Executive will accrue, on a daily basis, a total of four (4)
workweeks of paid time off (PTO) per year commencing with the Commencement Date, provided, however,
that Executive’s accrued and unused PTO may not exceed a total of seven (7) workweeks. This PTO
will be in addition to normal Company holidays, which will be determined at the discretion of the
Company from time to time. Thereafter, Executive will not continue to accrue PTO benefits until he
has used enough PTO time to fall below this maximum amount. Any accrued but unused PTO will be
paid to Executive, on a pro rata basis, at the time that his employment is terminated. In addition
to PTO, the Executive will be entitled to normal Company holidays.
3.8 Deduction from Compensation. Company will deduct and withhold from all
compensation payable to Executive all amounts required to be deducted or withheld pursuant to any
present or future law, ordinance, regulation, order, writ, judgment, or decree requiring such
deduction and withholding.
- 3 -
4. REIMBURSEMENT OF EXPENSES
4.1 Travel and Other Expenses. Company will pay to or reimburse Executive for those
travel, promotional, professional continuing education and licensing costs (to the extent
required), professional society membership fees, seminars and similar expenditures incurred by
Executive which Company determines are reasonably necessary for the proper discharge of Executive’s
duties under this Agreement and for which Executive submits appropriate receipts and indicates the
amount, date, location and business character in a timely manner.
4.2 Liability Insurance. Company will provide Executive with officers and directors’
insurance, or other liability insurance, consistent with its usual business practices, to cover
Executive against all insurable events related to his employment with Company.
4.3 Indemnification. Promptly upon written request from Executive, Company will
indemnify Executive, to the fullest extent under applicable law, for all judgments, fines,
settlements, losses, costs or expenses (including attorney’s fees), arising out of Executive’s
activities as an agent, employee, officer or director of Company, or in any other capacity on
behalf of or at the request of Company. Such agreement by Company will not be deemed to impair any
other obligation of Company respecting indemnification of Executive otherwise arising out of this
or any other agreement or promise of Company or under any statute. The rights to indemnification
will survive any termination of Executive’s employment or this Agreement.
5. TERMINATION
5.1 Termination With Good Cause; Resignation Without Good Reason. Company may
terminate Executive’s employment at any time, with or without notice, or Good Cause (as defined
below). If Company terminates Executive’s employment with Good Cause, or if Executive resigns
without Good Reason (as defined below), Company will pay Executive his salary prorated through the
date of termination, at the rate in effect at the time notice of termination is given, together
with any benefits accrued through the date of termination and any accrued bonus earned through the
date of termination. Company will have no further obligations to Executive under this Agreement or
any other agreement, and all unvested options will terminate.
5.2 Termination Without Good Cause; Resignation with Good Reason. Executive will have
the right to terminate his employment with notice and Good Reason. If Company terminates
Executive’s employment without Good Cause, or Executive resigns for Good Reason:
(a) Company will pay Executive his salary prorated through the date of termination, at the
rate in effect at the time notice of termination is given, together with any benefits accrued
through the date of termination;
(b) Company will pay Executive in a lump sum an amount equal to two (2) year’s salary (at the
rate in effect at the time of termination) plus a bonus equal to 200% of the targeted bonus for the
year in which termination occurs;
(c) All of Executive’s unvested stock options will vest immediately; and
- 4 -
(d) In addition to any rights under COBRA, the term for continued medical benefits provided by
Company will continue for a period of two years from the date of termination, provided that
coverage will terminate sooner if Executive and his family become eligible for coverage under
another employer’s plan.
To be eligible for the compensation provided for in Section 5.2(b), (c) and (d) above,
Executive must execute a full and complete release of any and all claims against Company, excluding
only: (i) claims for indemnification under (A) Sections 4.3 or 10.12 of this Agreement,
(B) the Indemnification Agreement dated October 13, 2006 between the Company and Executive, or (C)
the articles of incorporation or bylaws of the Company or applicable law; (ii) post-employment
termination rights under employee benefit plans and stock option agreements; and (iii) rights to
the compensation provided for in Section 5.2(b), (c) and (d) above. Except as set forth
above, the release shall be in substantially the standard form used by Company (“Release”).
5.3 Good Cause. For purposes of this Agreement, a termination will be for “Good Cause”
if Executive has:
(a) Commited an act of actual fraud, moral turpitude, misappropriation of funds or
embezzlement in connection with his duties under this Agreement;
(b) Willfully or recklessly violated (i) Executive’s fiduciary duty to Company; (ii) any
material provision of Company’s written Executive Handbook which results in material damage to the
Company, or (iii) any applicable state or federal law or regulation;
(c) Willfully, recklessly or grossly negligently failed or refused to comply with (i) the
Company’s written Codes of Ethics as adopted by the Board or (ii) all relevant and material
obligations, assumable and chargeable to an executive of his corporate rank and responsibilities,
under the Xxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission
promulgated thereunder;
(d) Materially breached this Agreement (other than Section 10.1) or the
Confidentiality Agreement (defined below), or willfully failed to or refused to comply with the
lawful directives of the Chairman or the Board in the performance of his duties under this
Agreement (other than a failure caused by temporary disability); provided, however, that no
termination will occur on that basis unless the Company first provides the Executive with written
notice to cure; the notice to cure will reasonably specify the acts or omissions that constitute
the Executive’s failure or refusal to perform his duties, and the Executive will have a reasonable
opportunity given the circumstances (not to exceed 30 days after the date of notice to cure) to
correct his failure or refusal to perform his duties;
(e) Be convicted of, or enter a plea of guilty or no contest to, a felony under state or
federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral
turpitude.
- 5 -
5.4 Good Reason. For purposes of this Agreement, a resignation by Executive will be
for “Good Reason” if tendered within ninety (90) days of any of the following actions by Company:
(a) Assignment to Executive of duties materially inconsistent with Executive’s status as
defined in Section 2.2, or a substantial reduction in the nature or status of Executive’s
responsibilities;
(b) Relocation of Executive’s site of employment outside a 30 mile radius of Los Angeles
(unless closer to Executive’s residence) without Executive’s consent, except for reasonably
required travel on Company’s business;
(c) Failure to cause any acquiring or successor entity following a Change in Control to assume
Company’s obligations under this Agreement, unless such assumption occurs by operation of law; or
(d) Material breach of this Agreement by Company, or failure to timely pay to Executive any
amount due under Section 3, which continues after written notice and reasonable opportunity
to cure (not to exceed 10 days after the date of notice);
(e) Executive is asked to report to an individual other than the current Chairman or Board;
(f) The Company voluntarily sells, transfers or assigns all or substantially all of its rights
under the Company’s License Agreement dated September 1, 2006;
(g) Company’s failure to grant the stock options as provided in Section 3.5(a); or
(h) The occurrence of a Change in Control (as defined below).
5.5 Effects of Change in Control. Immediately upon a Change in Control, all of
Executive’s unvested options will vest immediately, and remain exercisable until the later of the
expiration date of the options as specified in the option agreement or three (3) years after the
Change of Control.
5.6 Change in Control. For purposes of this Agreement, a “Change in Control” will be
defined as:
(a) The acquisition of Company by another entity by means of a transaction or series of
related transactions (including, without limitation, any reorganization, merger, stock purchase or
consolidation);
(b) The sale, transfer or other disposition of all or substantially all of the Company’s
assets; or
(c) The acquisition by merger, purchase of stock or otherwise, in one or a series of
transactions, of more than 50% of the common stock of the Company, or of other voting
- 6 -
securities of
the Company having the ability to elect a majority of the members of the Board, by a person, entity
or a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act), other than the person
who is the Chairman as of the date of execution of this Agreement, or any of his affiliates.
5.7 No Change in Control. Notwithstanding the provisions of Section 5.6, the
following will not constitute a Change in Control:
(a) If the sole purpose of the transaction is to change the state of the Company’s
incorporation or to create or eliminate a holding company that will be owned in substantially the
same proportions by the same beneficial owners as before the transaction;
(b) If Company’s stockholders of record as constituted immediately prior to the transaction
will, immediately after the transaction (by virtue of securities issued as a consideration for
Company’s capital stock or assets or otherwise), hold more than 50% of the combined voting power of
the surviving or acquiring entity’s outstanding securities;
(c) An underwritten public offering of Company’s common stock, if Company’s stockholders of
record as constituted immediately prior to the offering will, immediately after the offering,
continue to hold more than 50% of the combined voting power of Company’s outstanding securities;
(d) The private placement of preferred or common stock, or the issuance of debt instruments
convertible into preferred or common stock, for fair market value as determined by the Board,
provided the acquiring person does not as a result of the transaction own more than 50% of the
outstanding capital stock of Company, have the right to vote more than 50% of the outstanding
voting stock of Company, or have the right to elect a majority of the Board; or
(e) If Executive is a member of a group that acquires control of Company in an event that
would otherwise be a Change in Control, such event will not be deemed a Change in Control and
Executive will have no right to benefits hereunder as a result of such event; provided, however,
that Executive will not be deemed a member of any acquiring group solely by virtue of his continued
employment or ownership of stock or stock options following a Change in Control.
5.8 Death or Disability. To the extent consistent with federal and state law,
Executive’s employment, salary, and accrual of commissions will terminate on his death or
disability. “Disability” means any health condition, physical or mental, or other cause beyond
Executive’s control, that prevents him from performing his duties, even after reasonable
accommodation is made by Company, for a period of 180 consecutive days within any 360 day period.
In the event of termination due to death or Disability, Company will pay Executive (or his legal
representative) his salary prorated through the date of termination, at the rate in effect at the
time of termination, together with any benefits accrued through the date of termination, and an
amount equal to (a) one year of salary (at the rate in effect at the time of termination); and (b)
the Executive’s full targeted bonus for that year. To be eligible for the compensation provided
for in this Section 5.5, Executive’s representative must execute a Release (as contemplated
by Section 5.2) on behalf of Executive or Executive’s estate.
- 7 -
5.9 Return of Company Property. Within five (5) days after the Termination Date,
Executive will return to Company all products, books, records, forms, specifications, formulae,
data processes, designs, papers and writings relating to the business of Company including without
limitation proprietary or licensed computer programs, customer lists and customer data, and/or
copies or duplicates thereof in Executive’s possession or under Executive’s control. Executive
will not retain any copies or duplicates of such property and all licenses granted to him by
Company to use computer programs or software will be revoked on the Termination Date.
6. DUTY OF LOYALTY
6.1 During his employment with the Company, Executive will not, without the prior written
consent of Company, directly or indirectly render services of a business, professional, or
commercial nature to any person or firm, whether for compensation or otherwise, or engage in any
activity directly or indirectly competitive with or adverse to the business or welfare of Company,
whether alone, as a partner, or as an officer, director, employee, consultant, or holder of more
than 1 % of the capital stock of any other corporation. Otherwise, Executive may make personal
investments in any other business so long as these investments do not require him to participate in
the operation of the companies in which he invests. Notwithstanding the foregoing, Executive will
be permitted to engage in non-competitive professional activities as provided in Section
2.4(b).
7. CONFIDENTIAL INFORMATION
7.1 Trade Secrets of Company. Executive, during the Term, will develop, have access
to and become acquainted with various trade secrets which are owned by Company and/or its
affiliates and which are regularly used in the operation of the businesses of such entities.
Executive will not disclose such trade secrets, directly or indirectly, or use them in any way,
either during the Term or at any time thereafter, except as required in the course of his
employment by Company. All files, contracts, manuals, reports, letters, forms, documents, notes,
notebooks, lists, records, documents, customer lists, vendor lists, purchase information, designs,
computer programs and similar items and information, relating to the businesses of such entities,
whether prepared by Executive or otherwise and whether now existing or prepared at a future time,
coming into his possession will remain the exclusive property of such entities, and will not be
removed, other than work-related purposes, from the premises where the work of Company is
conducted, except with the prior written authorization by Company.
7.2 Confidential Data of Customers of Company. Executive, in the course of his
duties, will have access to and become acquainted with financial, accounting, statistical and
personal data of customers of Company and of their affiliates. All such data is confidential and
will not be disclosed, directly or indirectly, or used by Executive in any way, either during the
Term (except as required in the course of employment by Company) or at any time thereafter.
7.3 Inevitable Disclosure. Subject to Section 5.2, after Executive’s
employment has terminated with Good Cause or without Good Reason, Executive will not accept
employment with any direct competitor of Company for a period of one (1) year, where the new
employment is likely to result in the inevitable disclosure of Company’s trade secrets or
confidential
- 8 -
information, or it would be impossible for Executive to perform his new job without
using or disclosing trade secrets or confidential information.
7.4 Limited Exceptions. Notwithstanding the foregoing, no information will be
considered trade secret or confidential to the extent it is or becomes publicly available without
breach of this Agreement by Executive, is rightfully received by Executive without obligations of
confidentiality, or is ordered released or disclosed by court order, lawful process or government
authority.
7.5 Continuing Effect. The provisions of this Section 7 will remain in effect
after the Termination Date.
8. NO SOLICITATION
8.1 No Solicitation of Executives. Subject to Section 5.2, Executive agrees
that he will not, during the Term and for one (1) year thereafter if terminated without Good Cause
or with Good Reason or for two (2) years thereafter if terminated with Good Cause or without Good
Reason, encourage or solicit any other employee of Company to terminate his or her employment for
any reason, nor will he assist others to do so.
8.2 No Solicitation of Customer. Subject to Section 5.2, Executive agrees
that he will not, during the Term and for one (1) year thereafter if terminated without Good Cause
or with Good Reason or for two (2) years thereafter if terminated with Good Cause or without Good
Reason, directly or indirectly call on, or otherwise solicit, business within the scope of business
sought by Company from any actual customer or potential customer known by Executive to be targeted
by Company, nor will he assist others in doing so.
9. INTELLECTUAL PROPERTIES.
The Executive has signed a separate Innovation, Proprietary Information and Confidentiality
Agreement (“Confidentiality Agreement”).
10. OTHER PROVISIONS
10.1 Compliance With Other Agreements. Executive represents and warrants to Company
that the execution, delivery and performance of this Agreement will not conflict with or result in
the violation or breach of any term or provision of any order, judgment, injunction, contract,
agreement, commitment or other arrangement to which Executive is a party or by which he is bound.
10.2 Injunctive Relief. Executive acknowledges that the services to be rendered under
this Agreement and the items described in Sections 6, 7, 8 and 9 are of a special, unique
and extraordinary character, that it would be difficult or impossible to replace such services or
to compensate Company in money damages for a breach of this Agreement. Accordingly, Executive
agrees and consents that if he violates any of the provisions of this Agreement, Company, in
addition to any other rights and remedies available under this Agreement or otherwise, will be
entitled to temporary and permanent injunctive relief, without the necessity of
- 9 -
proving actual
damages and without the necessity of posting any bond or other undertaking in connection therewith.
10.3 Attorneys’ Fees. The prevailing party in any suit or other proceeding brought to
enforce, interpret or apply any provisions of this Agreement, will be entitled to recover all costs
and expenses of the proceeding and investigation (not limited to court costs), including all
attorneys’ fees.
10.4 Counsel. The parties acknowledge and represent that, prior to the execution of
this Agreement, they have had an opportunity to consult with their respective counsel concerning
the terms and conditions set forth herein. Company will pay the reasonable attorneys fees of Xxxx
& Xxxxx P.C. as counsel for Executive in connection with the negotiation, drafting and execution of
this Agreement. Additionally, Executive represents that he has had an opportunity to receive
independent legal advice concerning the taxability of any consideration received under this
Agreement. Executive has not relied upon any advice from Company and/or its attorneys with respect
to the taxability of any consideration received under this Agreement. Executive further
acknowledges that Company has not made any representations to him with respect to tax issues.
10.5 Nondelegable Duties. This is a contract for Executive’s personal services. The
duties of Executive under this Agreement are personal and may not be delegated or transferred in
any manner whatsoever, and will not be subject to involuntary alienation, assignment or transfer by
Executive during his life.
10.6 Governing Law. The validity, construction and performance of this Agreement will
be governed by the laws, without regard to the laws as to choice or conflict of laws, of the State
of California.
10.7 Arbitration. Any dispute, controversy or claim arising out of or relating to
this Agreement, or Executive’s employment with Company, including without limitation the issue of
arbitrability, will be resolved by final and binding arbitration before a retired judge at JAMS or
its successor in Santa Monica, California. To the maximum extent permitted by applicable law he
prevailing party will be awarded its arbitration, attorney and expert witness fees, costs and
expenses. Judgment on any interim or final award of the arbitrator may be entered in any court of
competent jurisdiction.
10.8 Severability. The invalidity or unenforceability of any particular provision of
this Agreement will not affect the other provisions, and this Agreement will be construed in all
respects as if any invalid or unenforceable provision were omitted.
10.9 Binding Effect. The provisions of this Agreement will bind and inure to the
benefit of the parties and their respective successors and permitted assigns.
10.10 Notice. Any notices or communications required or permitted by this Agreement
will be deemed sufficiently given if in writing and when delivered personally or 48 hours after
deposit with the United States Postal Service as registered or certified mail, postage prepaid and
addressed as follows:
- 10 -
(a) If to Company, to the principal office of Company in the State of California, marked
“Attention: Chairman”; or
(b) If to Executive, to the most recent address for Executive appearing in Company’s records
or such other address as may be provided by Executive to the Company.
10.11 Headings. The Section and other headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or interpretation of this
Agreement.
10.12 Additional Indemnification. Provided that Executive resigns as an employee,
officer and director of his current employer prior to the Commencement Date, notwithstanding
Section 10.1, Company will indemnify, defend and hold harmless Executive from any Losses
relating to any threatened, pending or completed claim, action, suit or proceeding brought by or on
behalf of such employer relating to Executive’s resignation, entering into this Agreement,
accepting employment with the Company and/or performing services hereunder. For this purpose, and
any such claim, action, suit or proceeding will be considered a Claim and will be treated and
handled in all respects pursuant to the Indemnification Agreement between Company and Executive
dated as of October 13, 2006.
10.13 Amendment and Waiver. This Agreement may be amended, modified or supplemented
only by a writing executed by each of the parties. Either party may in writing waive any provision
of this Agreement to the extent such provision is for the benefit of the waiving party. No waiver
by either party of a breach of any provision of this Agreement will be construed as a waiver of any
subsequent or different breach, and no forbearance by a party to seek a remedy for noncompliance or
breach by the other party will be construed as a waiver of any right or remedy with respect to such
noncompliance or breach.
10.14 Entire Agreement. This Agreement is the only agreement and understanding
between the parties pertaining to the subject matter of this Agreement, and supersedes all prior
agreements, summaries of agreements, descriptions of compensation packages, discussions,
negotiations, understandings, representations or warranties, whether verbal or written, between the
parties pertaining to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
EXECUTIVE:
/s/ Xxxxxx Xxxx
|
||
Xxxxxx Xxxx, M.D. |
| COMPANY: | ||||||
| XCORPOREAL, INC. | ||||||
| By | /s/ Xxxxxx X. Xxxxxx | |||||
| Xxxxxx X. Xxxxxx, Chairman | ||||||
- 11 -
