EMPLOYMENT AGREEMENT
Exhibit 99.1
AGREEMENT, dated this 1st day of January 2006 between SafeNet, Inc., a
Delaware corporation (the “Company”) with offices at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX and Xxxxxxx
X. Xxxxxxxx (the “Executive”).
WITNESSETH:
WHEREAS, the Company and the Executive wish to enter into an employment and compensation
arrangement on the following terms and conditions, and to replace and supersede all prior
employment arrangements;
NOW, THEREFORE, the parties agree as follows:
1. Employment. Subject to the terms and conditions of this Agreement, the Company
agrees to employ the Executive as its Chief Corporate Development Officer during the
Employment Period (as defined in Section 7) and to manage the Company’s mergers and
acquisitions activities, including, without limitation, acquisition identification and
negotiation, due diligence, pre-integration planning, closing and integration and such
other duties as the Company’s Chief Executive Officer shall from time to time direct. The
Executive hereby accepts such employment and agrees to devote his best efforts to the
duties provided, provided that the Executive may engage in other business activities which
(i) involve no conflict of interest with the interest of the Company (subject to approval
by the Board of Directors, which approval shall not be unreasonably withheld) and (ii) do
not materially interfere with the performance by the Executive of his duties under this
Agreement. For clarification purposes only, the Executive and the Company affirm that each
party expects that the Executive shall pursue such duties on average four (4) days per
week.
2. Compensation. For services rendered to the Company during the term of this
Agreement, the Company shall compensate the Executive with a salary, payable in bi-weekly
installments, of Two Hundred Fifty Thousand Dollars ($250,000) per annum.
3. Incentive Compensation. The Executive shall be entitled to additional
incentive compensation related to acquisition activities. The executive shall receive at
the first regular pay period after the close of each acquisition of another entity or
substantial assets of another entity by the company and amount equal to one third (1/3) of
0.3% of the prior twelve (12) months revenues of such entity (or assets of such entity). At
the midpoint of each acquisitions integration activity evidenced by reasonable standard
milestones the executive shall receive the second third (1/3) of 0.3% of the prior twelve
(12) months revenues of such entity (or assets of such entity). On completion of these
integration activities per reasonable standard milestones the executive shall receive the
final third (1/3) of 0.3% of prior twelve (12) months revenues of such entity (or assets of
such entity). Not withstanding the foregoing, incentive compensation pursuant to this
section shall be limited to Five Hundred Thousand Dollars ($500,000) during each calendar
year during the term of this agreement.
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4. Benefits. During the Employment Period, the Company shall provide or cause to
be provided to the Executive such employee benefits as are provided to other executive
officers of the Company, including family medical and dental, disability and life
insurance, and participation in pension and retirement plans, incentive compensation plans,
stock option plans and other benefit plans. During the Employment Period, the Company may
provide or cause to be provided to the Executive such additional benefits as the Company
may deem appropriate from time to time. The Company shall also provide the Executive with
the use of an automobile at Company expense.
5. Vacation. The Executive shall be entitled to annual vacations in accordance
with the Company’s vacation policies in effect from time to time for executive officers of
the Company.
6. Term; Employment Period. The “Employment Period” shall commence on the date of
this Agreement and shall terminate 3 years thereafter, unless extended by written agreement
between parties or unless earlier terminated pursuant of Section 7. If the Executive shall
remain in the employ of the Company beyond the Employment Period without any written
agreement between the parties, this Agreement shall be deemed to continue on a month to
month basis and either party shall have the right to terminate this Agreement at the end of
any ensuing calendar month on written notice of at least 30 days.
7. Termination.
a. Executive’s employment with the Company shall be “at will.” Either the
Company or the Executive may terminate this Agreement and Executive’s employment at
any time, with or without Cause or Good Reason (as such terms are defined below), in
its or his sole discretion, upon thirty (30) days’ prior written notice of
termination.
b. Without limiting the foregoing Section 7.a., (i) the Executive may
terminate his employment with the Company at any time for Good Reason, or (ii) the
Company may terminate his employment at any time for Cause. “Good Reason” shall
mean death, Disability (as defined below) or a termination of employment as a result
of a substantial diminution in the Executive’s status and/or responsibilities
(provided that a change in title or reporting structure shall not by itself
constitute such a diminution), or base salary below $250,000. “Cause” shall mean
(i) the Executive’s willful, repeated or neglectful failure to perform his duties
hereunder or to comply with any reasonable or proper direction given by the
Company’s Chief Executive Officer following ten (10) days written notice to such
effect; (ii) the Executive being guilty of serious misconduct on the Company’s
premises or elsewhere, whether during the performance of his duties or not, which
may cause damage to the reputation of the Company or to prejudice its interests if
the Executive were to continue to be employed by the Company; (iv) the Executive’s
commission of any act of fraud, theft or dishonesty, or any intentional tort against
the Company; or (v) the Executive’s violation of any of the material terms,
covenants, representations or warranties contained in this Agreement.
c. “Disability” shall mean that the Executive, in the good faith
determination of the Chief Executive Officer, is unable to render services of the
character contemplated hereby and that such inability (i) may be expected to be
permanent, or (ii) may be expected to continue for a
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period of at least three (3)
consecutive months (or for shorter periods totaling more than six (6) months during
any period of twelve (12) consecutive months). Termination resulting from
Disability may only be effected after at least thirty (30) days written notice by
the Company of its intention to terminate the Executive’s employment.
d. “Termination Date” shall mean (i) if this Agreement is terminated on
account of death, the date of death; (ii) if this Agreement is terminated for
Disability, the date established by the Company pursuant to Section 7.c. hereof;
(iii) if this Agreement is terminated by the Executive, the date the Executive
ceases work; or (v) if this Agreement expires by its terms, the last day of the term
of this Agreement.
8. Severance.
a. If (i) the Company terminates the employment of the Executive against his
will and without Cause, or (ii) the Executive terminates his employment for a Good
Reason, the Executive shall be entitled to receive salary, target incentive
compensation and vacation accrued through the Termination Date plus the lesser of
(i) $250,000 or (ii) the balance of the Executive’s compensation hereunder to the
end of the term of this Agreement computed using the latest applicable salary rate.
The Company shall make such termination payment within 30 days of such termination.
Notwithstanding the foregoing, the Company shall not be required to pay any
severance pay for any period following the Termination Date if the Executive
violates the provisions of Section 14, Section 15 or Section 16 of this Agreement.
In such event, the Company shall provide written notice to the Executive detailing
such violation.
b. If the Executive voluntarily terminates his employment other than for
Good Reason, then the Executive shall be entitled to receive salary, monthly bonus
payments and accrued vacation and through the date of termination.
c. If the Executive is terminated by the Company for Cause, then the
Executive shall be entitled to receive salary and accrued vacation through the
Termination Date only.
d. In addition to the provisions of Section 8.a., 8.b. and 8.c. hereof, to
the extent COBRA shall be applicable to the Company or as provided by law, the
Executive shall be entitled to continuation of group health plan benefits for a
period of one (1) year following the Termination Date if the Executive makes the
appropriate conversion and payments.
e. The Executive acknowledges that, upon termination of his employment, he
is entitled to no other compensation severance or other benefits other than those
specifically set forth in this Agreement or any applicable Stock Option Agreement.
9. Expenses. The Company shall pay or reimburse the Executive for all expenses
normally reimbursed by the Company, reasonably incurred by him in furtherance of his duties
hereunder an authorized and approved by the Company in compliance with such rules relating
there to as the Company may, from time to time, adopt and as may be required in order to
permit such payments as proper deductions to the Company under the Internal Revenue Code of
1986, as amended, and the rule and regulations adopted pursuant thereto now or hereafter in
effect.
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10. Facilities and Services. The Company shall furnish the Executive with office
space, secretarial, support staff and such other facilities and services as shall be
reasonably necessary for the performance of his duties under this Agreement.
11. Mitigation Not Required. In the event this Agreement is terminated, the
Executive shall not be required to mitigate amounts payable pursuant hereto by seeking
other employment or otherwise. The Executive’s acceptance of any such other employment
shall not diminish or impair the amounts payable to the Executive pursuant hereto.
12. Place of Performance. The Executive shall perform his duties primarily in
Belcamp, Maryland or locations within a reasonable proximity thereof, and New York City,
New York, except for reasonable travel as the performance of Executive’s duties may
require.
13. Insurance and Indemnity. During the Employment Period, if available at
reasonable costs, the Company shall maintain, at its expense, officers and directors
fiduciary liability insurance covering the Executive and all other executive officers and
directors in an amount of no less than $1,000,000. The Company shall also indemnify the
Executive, to the fullest extent permitted by law, from any liability asserted against or
incurred by the Executive by reason of the fact that the Executive is or was an officer or
director of the Company or any affiliate or related party or is or was serving in any
capacity at the request of the Company for any other corporation, partnership, joint
venture, trust, employment benefit plan or other enterprise. This indemnity shall survive
termination of this agreement.
14. Noncompetition.
a. The Executive agrees that, except in accordance with his duties under this Agreement on
behalf of the Company, he will not during this Agreement participate in, be employed in any
capacity by, serve as director, consultant, agent or representative for, or have any interest,
directly or indirectly, in any enterprise which is engaged in the business of distributing, selling
or otherwise trading in products or services which are competitive to any products or services
distributed, sold or otherwise traded in by the Company or any of its subsidiaries during the term
of the Executive’s employment with the Company, or which are competitive to any products or
services being actively developed, with the bona fide intent to market same, by the Company or any
of its subsidiaries during the term of the Executive’s employment with the Company. In addition,
the Executive agrees that for a period of two years after the end of the term of this Agreement
(unless this Agreement is terminated due to a breach of terms hereof by the Company in failing to
pay to the Executive all sums due his under the terms hereof, in which event the following shall be
inapplicable), the Executive shall observe the
covenants set forth in this Section 15 and shall not own, either directly or indirectly or through
or in conjunction with one or more members of his or his spouse’s family or through any trust or
other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control
either directly or indirectly, any partnership, corporation, or other entity which distributes,
sells, or otherwise trades in computer network security products or other products which are
competitive to any products or services being developed, distributed, sold, or otherwise traded in
by the
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Company or any of its subsidiaries, during the term of this Agreement, or being actively
developed by the Company or any of its subsidiaries during the term of this Agreement with the
Company with a bona fide intent to market same. Executive further agrees, for such two-year period
following termination to refrain from directly or indirectly soliciting Company’s vendors,
customers or employees.
b. The Executive hereby agrees that damages and any other remedy available at law would be
inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the
terms of this Section 15 by the Executive, and the Executive therefore agrees that the Company, in
addition to recovering on any claim for damages or obtaining any other remedy available at law,
also may enforce the terms of the this Section 15 by injunction or specific performance, an may
obtain any other appropriate remedy available in equity.
15. Assignment of Patents. Executive shall disclose fully to the Company any and
all discoveries he shall make and any and all ideas, concepts or inventions which he shall
conceive or make during his period of employment, or during the period of six months after
his employment shall terminate, which are in whole or in part the result of his work with
the Company. Such disclosure is to be made promptly after each discovery or conception,
and the discovery, idea concept or invention will become and remain the property of the
Company, whether or not patent applications are filed thereon. Upon request and at the
expense of the Company, the Executive shall make application through the patent solicitors
of the Company for letters patent of the United States and any and all other countries at
the discretion of the company on such discoveries, ideas and inventions, and to assign all
such applications to the Company, or at its order, forthwith, without additional payment by
the Company during his period of employment and for reasonable compensation for time
actually spent by the Executive at such work at the request of the Company after the
termination of the employment. He is to give the Company, its attorneys and solicitors,
all reasonable assistance in preparing and prosecuting such applications and, on request of
the Company, to execute all papers and do all things that may be reasonably necessary to
protect the right of the Company and vest in it or its assigns the discoveries, ideas or
inventions, applications and letters patent herein contemplated. Such cooperation shall
also include all actions reasonably necessary to aid the Company in the defense of its
rights in the event of litigation.
16. Trade Secrets.
a. In the course of the term of this Agreement, it is anticipated that the
Executive shall have access to secret or confidential technical and commercial
information, records, data specifications, systems, methods, plans, policies,
inventions, material and other knowledge (“Confidential Material”) owned by the
Company and its subsidiaries. The Executive recognizes and acknowledges that
included within the Confidential Material are the Company’s confidential commercial
information, technology, methods of manufacture, designs, and any computer programs,
source codes, object codes, executable codes and related materials, all as they may
exist from time to time, and that they are valuable special and unique aspects of
the Company’s business. All such Confidential Material shall be and remain the
property of the Company. Except as required by his duties to the Company, the
Executive shall not, directly or indirectly, either during the term of his
employment or at any time thereafter, disclose or disseminate to anyone or make use
of, for any purpose whatsoever, any Confidential Material.
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Upon termination of his
employment, the Executive shall promptly deliver to the Company all Confidential
Material (including all copies thereof, whether prepared by the Executive or others)
that is in the possession or under the control of the Executive. The Executive shall
not be deemed to have breached this Section 16 if the Executive shall be
specifically compelled by lawful order
of any judicial, legislative, or administrative authority or body to disclose any
confidential material or else face civil or criminal penalty or sanction.
b. The Executive hereby agrees that damages and any other remedy available
at law would be inadequate to redress or remedy any loss or damage suffered by the
Company upon any breach of the terms of this Section 16 by the Executive, and the
Executive therefore agrees that the Company, in addition to recovering on any claim
for damages or obtaining any other remedy available at law, also may enforce the
terms of this Section 16 by injunction or specific performance, and my obtain any
other appropriate remedy available in equity.
17. Payment and Other Provisions After Change of Control.
a. In the event the Executive’s employment with the Company is terminated
within one year following the occurrence of a Change of Control (other than as a
consequence of death or disability) either (x) by the Company for any reason other
than for Cause, or (y) by Executive for Good Reason, then the Executive shall be
entitled to receive from the Company, in lieu of the severance payment otherwise
payable pursuant to Section 8.a., the following:
(i) Base Salary: Executive’s annual base salary as in effect at the
date of termination, multiplied by three, shall be paid on the date of
termination;
(ii) Other Benefits: Notwithstanding the vesting period provided for
in the Company’s Stock Option Plan and any related stock option agreements
between the Company and the Executive for stock options granted Executive by the
Company all of the options shall be fully vested and exercisable upon a Change
of Control and termination of employment.
b. For purpose of this Agreement, the term “Change of Control” shall mean:
(i) The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Rule 13d-3 promulgated under
the Exchange Act or any successor provision) (any of the foregoing described in
this Paragraph 18.b.i hereafter a “Person”) of 50% or more either (a) the then
outstanding shares of Capital Stock of the Company (the “Outstanding Capital
Stock”) or (b) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Voting Securities”), provided, however, that any acquisition by
(x) the Company or any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any or its
subsidiaries or (y) any Person that is eligible, pursuant to Rule 13d-1(b)
under the Exchange Act, to file a statement on Schedule 13G with respect to its
beneficial ownership of Voting Securities, whether or not such Person shall
have filed a statement on Schedule 13G, unless such Person shall have filed a
statement on Schedule 13D with respect to beneficial ownership of 50% or more
of the Voting Securities or (z) any corporation with respect to which,
following such acquisition, more than 60% of, respectively, the then
outstanding shares
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of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Capital Stock and Voting Securities immediately prior to such acquisition in
substantially the same portion as their ownership, immediately prior to such
acquisition, of the Outstanding Capital Stock and Voting Securities, as the
case may be, shall not constitute a Change of Control; or
(ii) Individuals who, as of the Effective Date, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board, provided that any individual becoming a director subsequent to
the date of hereof whose election or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Directors of the Company (as such terms are used in Rule 14a-11
of Regulation 14A, or any successor section, promulgated under the Exchange
Act); or
(iii) Approval by shareholders of the Company of a reorganization,
merger or consolidation (a “Business Combination”), in each case, with respect
to which all or substantially all holders of the Outstanding Capital Stock and
Voting Securities immediately prior to such Business Combination do not,
following such Business Combination, beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from the Business Combination; or
(iv) (a) a complete liquidation or dissolution of the Company or (b)
a sale or other disposition of al or substantially all of the assets of the
Company other than to a corporation with respect to which, following such sale
or disposition, more than 60% of respectively, the then outstanding voting
securities entitled to vote generally in the election of directors is then
owned beneficially, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Capital Stock and Voting Securities immediately prior to such sale
or disposition in substantially the same proportion as their ownership of the
Outstanding Stock and Voting Securities, as the case may be, immediately prior
to such sale or disposition.
c. The following shall apply in the event of any payment or distribution from the Company
to the Executive under Section 8 or this Section 17.
(i) Excise Tax. If any payment or distribution by the Company to the Executive
or for the Executive’s benefit, or the acceleration of the time of any payment or
distribution or vesting of any deferred compensation, stock option, restricted stock or
other equity grant whether pursuant to the terms of this Agreement or otherwise, (a
“Payment”) constitutes a parachute payment within the meaning of Section 280G(b)(2) of
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the
Internal Revenue Code of 1986, as amended, (“Code”) and is subject to the excise tax imposed
by Section 4999 of the Code or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax together with any such interest and penalties
are hereinafter collectively referred to as the “Excise Tax”), the Company will make an
additional payment (a “Gross-Up Payment”) to the Executive in an amount such that, after
payment by the Executive of all taxes (including, any interest or penalties imposed with
respect to such taxes) including, without limitation, any federal, state or local income and
employment taxes and the Excise Tax imposed upon the Gross-Up Payment, the Executive will
retain an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment.
(ii) Determination of Gross Up Payment. Subject to the provisions of paragraph
(iii) below, all determinations under this Section 17(c), including whether a Gross-Up
Payment is required and the amount of the Gross-Up Payment, will be made by a national
certified public accounting firm (the “Accounting Firm”) selected by the Company. The
Accounting Firm shall provide detailed supporting calculations to both the Executive and the
Company within fifteen (15) days after the later of the date of the Change in Control (or
any other change in ownership or effective control of the Company that triggers application
of the Excise Tax) or the date of the termination of employment of the Executive with the
Company. All fees and expenses of the Accounting Firm will be borne solely by the Company.
For purposes of determining the amount of the Gross-Up Payment, the Executive shall be
deemed to pay federal income taxes at the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made and to pay any
applicable state and local income taxes at the highest applicable marginal rate of taxation
for the calendar year in which the Gross-Up Payment is to be made, net of the actual
reduction in federal income taxes which is reasonably expected to result from the deduction
of such state or local taxes if paid in such year (determined, however, with regard to
limitations on deductions based upon the amount of the Executive’s adjusted gross income).
The initial Gross-Up Payment determined
pursuant to this paragraph (ii) will be paid to the Executive by the Company within
five (5) days after it receives the Accounting Firm’s determination. If the Accounting Firm
determines that no Excise Tax is payable by the Executive, it will furnish the Executive
with a written opinion that failure to report the Excise Tax on Executive’s applicable
federal tax return will not result in the imposition of a negligence or similar penalty.
Any determination by the Accounting Firm will be binding on both the Executive and the
Company. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999
of the Code, it is possible that the Company will not have made Gross-Up Payments that it
should have made hereunder (an “Underpayment”). If the Company exhausts its remedies
pursuant to paragraph (iii) hereof and the Executive is thereafter required to pay any
Excise Tax, the Accounting Firm will determine the amount of the Underpayment, inform the
Executive and the Company in writing of the Underpayment, and, within five (5) days of
receiving such written report, the Company will pay the amount of such Underpayment to the
Executive.
(iii) Notice and Payment of Excise Tax. The Executive must notify the Company
in writing of any claim by the Internal Revenue Service that if successful,
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would require
the payment by the Company of the Gross-Up Payment. The Executive must give such
notification as soon as practicable but not later than fifteen (15) days after the Executive
is informed in writing of such claim and the notification must apprise the Company of the
nature of such claim and the date on which such claim is required to be paid. The Executive
agrees to not pay such claim before the expiration of thirty (30) days following the date on
which the Executive give such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such is due). If the Company notifies the
Executive in writing before the expiration of such 30-day period that it desires to contest
such claim, the Executive must (1) give the Company any information reasonably requested by
the Company relating to such claim, and (2) take such action in connection with contesting
such claim as the Company reasonably requests in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by an attorney
selected by the Company; provided, however, that the Company will directly pay all costs and
expenses (including additional interest and penalties) incurred in connection with such
contest and will indemnify and hold the Executive harmless, on an after-tax basis, for any
tax, including interest and penalties, imposed as a result of such representation and
payment of costs and expenses. The Company will control all proceedings in connection with
such contest and may, at its sole option, either direct the Executive to pay the tax claimed
and xxx for a refund or to contest the claim in any permissible manner, and the Executive
agrees to prosecute such contest to a determination before any appropriate administrative
tribunal or court, as the Company may determine; provided, that if the Company directs the
Executive to pay such claim and xxx for a refund, the Company will advance to the Executive
the amount of such payment, on an interest-free basis, and will indemnify and hold the
Executive harmless, on an after-tax basis, from any tax, including interest or penalties,
imposed with respect to such advance. The Company’s control of the contest will be limited
to issues with respect to which a Gross-Up Payment would be payable hereunder, and the
Executive will be entitled to settle or contest any other issue.
(iv) Refund of Excise Tax. If, after the Executive receives an advance by the
Company pursuant to paragraph (iii) hereof, the Executive becomes entitled to receive a refund
claimed pursuant to such paragraph (iii), the Executive will (subject to the Company’s complying
with the requirements of such paragraph (iii)) promptly pay to the Company the amount of such
refund (together with any interest thereon, after taxes applicable thereto). If, after the
Executive receives an amount advanced by the Company pursuant to paragraph (iii) hereof, a
determination is made that the Executive will not be entitled to any refund claimed pursuant to
such paragraph (iii), and the Company does not notify the Executive in writing of its intent to
contest such denial or refund before the expiration of thirty (30) days after such determination,
the Executive will not be required to repay such advance, and the amount of such advance shall
offset, to the extent thereof, the amount of the required Gross-Up Payment.
18. Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by registered or certified mail, return
receipt requested to his residence in the case of the Executive, or to its principal office
in the case of the Company, or to such other addresses as they may respectively designate
in writing.
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19. Entire Agreement; Waiver. This Agreement contains the entire understanding of
the parties with respect to the employment relationship between Company and the Executive,
and supercedes any prior agreements relating to such relationship, and may not be changed
orally but only by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought. Waiver of or failure to exercise
any rights provided by this Agreement in any respect shall not be deemed a waiver of any
further or future rights.
20. Binding Effect; Assignment. The rights and obligations of this Agreement shall
bind and inure to benefit of any successor of the Company by reorganization, merger or
consolidation, or any assignee of
all or substantially all of the Company’s business or properties. The Executive’s rights
hereunder are personal to and shall not be transferable nor assignable by the Executive.
21. Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.
22. Governing Law; Arbitration. This Agreement shall be construed in accordance
with and governed for all purposes by the laws and public policy of the State of Delaware
applicable to contracts executed and to wholly performed within such state. Any dispute or
controversy arising out of or relating to this Agreement shall be settled by arbitration in
accordance with the rules of the American Arbitration Association and judgment upon the
award may be entered in any court having jurisdiction thereover. The arbitration shall be
held in Wilimington, Delaware or in such other place as the parties hereto may agree.
23. Further Assurances. Each of the parties agrees to execute, acknowledge,
deliver and perform, and cause to be executed, acknowledged, delivered and performed, at
any time and from time to time, all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and/or assurances as may be necessary or proper to carry
out the provisions or intent of this Agreement.
24. Severability. The parties agree that if any one or more of the terms,
provisions, covenants or restrictions of this Agreement shall be determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restriction of this Agreement shall be in full force and effect
and shall in no way be affected, impaired or invalidated.
25. Counterparts. This Agreements maybe executed in several counterparts, each of
which shall be deemed to be and original, but all of which together will constitute on and
the same Agreement.
IN WITNESS WHEREOF, SAFENET, INC. has caused this instrument to be signed by a duly authorized
officer and the Executive has hereunto set his hand the day and year first above written.
SAFENET, INC.
|
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By |
/s/ Xxxxxxx X. Xxxxxx | |||
Name: Title: |
Xxxxxxx X. Xxxxxx Chairman & CEO |
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| /s/ Xxxxxxx X. Xxxxxxxx | ||||
| Xxxxxxx X. Xxxxxxxx | ||||
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