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Exhibit 10.10
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1997 (the "EFFECTIVE
DATE"), between Selfix, Inc., an Illinois corporation (the "COMPANY") and Xxxxx
X. Xxxxxxx ("EMPLOYEE").
RECITALS
A. Pursuant to that certain Employment Agreement dated May 1, 1994 (the
"AGREEMENT"), Selfix hired the Employee to serve as its chief executive
officer.
B. During the time the Employee has served as the Company's chief executive
officer, certain changes have occurred in both the economy as a whole and the
performance of the Company.
C. The Company and the Employee previously amended certain provisions of the
Agreement to account for certain changes desired by both parties and said
changes are reflected in accordance with the terms and provisions of that
certain First Amendment to Employment Agreement dated May 1, 1995 ("FIRST
AMENDMENT").
D. Since the execution of the First Amendment, certain changes have occurred in
both the economy as a whole and the performance of the Company. The Company and
the Employee therefore desire to amend certain provisions of the Agreement and
the First Amendment to account for such changes, and to amend and restate those
terms in a single document in accordance with the terms and provisions hereof.
CLAUSES
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth below, the parties agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions contained in this
Agreement, the Company employs Employee as its Chairman and Chief Executive
Officer and Employee accepts such employment with the Company.
2. TERM. Unless earlier terminated in accordance herewith, Employee's
employment with the Company under this Agreement shall begin as of January 1,
1997 and continue until December 31, 1999 ("INITIAL TERM"). Employee's term of
employment with the Company will thereafter be subject to automatic one-year
extensions
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commencing January 1, 2000 ("RENEWAL TERM") unless one party notifies the other
in writing of an intention not to renew no less than 60 days prior to October
15, 1999. The Employee's actual term of employment with the Company under the
Agreement, inclusive of the Initial Term and the Renewal Term or any shorter
period will be collectively referred to as the "TERM".
3. DUTIES. Employee agrees to devote his exclusive and full-time attention
to the performance of his duties as Chairman and Chief Executive Officer of the
Company, which shall include such senior executive duties for the Company as
the Company's Board of Directors (the "BOARD") may from time to time assign to
Employee. Employee shall at all times discharge his duties in consultation with
and subject to the general direction and control of the Board.
4. BOARD OF DIRECTORS. During the Term and each Renewal Term, Employee
shall continue to serve on the Board and, if consistent with the Board's
fiduciary duties, shall be maintained as a management nominee for retention on
the Board.
5. COMPENSATION. In consideration of the services Employee will perform
for the Company under this Agreement, the Company shall compensate Employee
during the Term at an annual base salary of Two Hundred Seventy-Five Thousand
Dollars ($275,000). The Company shall pay the Employee such base salary in
equal monthly installments, reduced solely by all applicable payroll and
withholding taxes, and other legal garnishments. The Company shall compensate
Employee during the Term in an amount no less than the foregoing annual base
salary amount, subject to upward adjustments as the Board, in its sole
discretion, may determine.
In addition to base salary, in each fiscal year in which the Board
determines that the successful operation of the Company merits the Employee
earning a bonus, the Board shall declare and pay such bonus to the Employee.
The Board shall have broad discretion to determine what factors to consider in
reviewing whether or not the Company's operation was successful enough to merit
such bonus payment to the Employee. The Company shall pay any such bonus to the
Employee as the Board determines, reduced solely by all applicable payroll and
withholding taxes and other legal garnishments.
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6. EXPENSES. The Company shall reimburse Employee for all reasonable and
necessary expenses incurred by him in executing his duties on behalf of the
Company; provided, however, that such reimbursement shall be conditioned upon
Employee's compliance with all policies adopted by the Company regarding
expense reimbursement, including without limitation, policies regarding the
documentation and timely submission of such expenses.
7. BENEFITS PLANS. During the Term, Employee shall be entitled to
participate in those of the Company's employee benefit plans including any
profit sharing plan, stock purchase plan and life, medical and other insurance
plans in accordance with the terms of such plans for which he qualifies. In
addition, during the Term, the Company shall pay the annual premiums on
Employee's existing One Million Dollar ($1,000,000) universal life insurance
policy, issued by Pacific Mutual Insurance Company and known as Policy Number
VP60003670, provided that such annual premiums do not exceed Seven Thousand
Five Hundred Dollars ($7,500.00) in any year.
8. COMPANY CAR. During the Term, Employee will be provided a Company car
which shall be a BMW-740i(L) or an equivalent make and model at Employee's
option.
9. VACATION. Employee shall be entitled to vacation in accordance with the
Company's vacation policy for senior executives.
10. RESIDENCE. Employee shall not be required to move his residence from
the Chicago metropolitan area in connection with this Agreement.
11. ILLNESS, DISABILITY OR DEATH. If during the Term, Employee shall be
unable to perform his material duties hereunder by reason of illness, physical
or mental disability, or other incapacity for a period of one hundred eighty
(180) consecutive days, or any shorter periods aggregating one hundred eighty
(180) days in any twelve (12) month period, the Company may, at its sole
option, terminate this Agreement by giving written notice to the Employee,
effective as of the date set forth in such notice, which shall in no event be
less than one (1) year after the giving of such notice. During this time,
Employee shall be entitled to all compensation, benefits, rights and
entitlement under this Agreement. Compensation shall, however, be reduced by
any amount
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paid to Employee by any long-term disability insurance policy or coverage
provided by the Company or for which the Company paid the premiums. If Employee
dies during the Term, this Agreement shall thereupon immediately and
automatically terminate in its entirety, provided however, that all payments
which accrued to Employee prior to the date of his death in accordance with the
terms and conditions of the Company's employment manual that in effect, shall
be paid to the Employee's estate or beneficiaries in accordance with the
Company's standard payroll practices, or the terms of this Agreement if the
terms of this Agreement differ from said payroll practices.
12. SEVERANCE PAY. If the Company provides notice of intention not to
extend the Agreement for an additional year pursuant to paragraph 2 hereof,
then and in such event the Company shall pay Employee a one (1) time severance
payment of Two Hundred Fifty Thousand Dollars ($250,000), payable in twelve
(12) equal monthly installments following the termination of the Term. In
addition, Employee shall have the right to exercise solely those Stock Options
granted to him under Section 14 below which have vested in their entirety on or
prior to the date of the termination of the Employee. For example, if the
Employee's employment terminates in April of 1996, he shall be entitled to
exercise solely those Stock Options which vest on or before May 1, 1996, and
shall not have any other Stock Options under this Agreement.
13. CHANGE OF CORPORATE CONTROL.
(a) DEFINITIONS. For purposes of this Agreement, a "CHANGE OF CONTROL"
shall have occurred if an "Unrelated Third Party" (as defined in this Section)
becomes the beneficial owner of shares of stock in the Company representing
fifty percent (50%) or more of the total number of voting shares that may be
cast for the election of directors of the Company. For purposes of this
Agreement, an "UNRELATED THIRD PARTY" shall mean any individual or entity which
is not: (i) directly or indirectly related by birth or marriage to a member of
the Ragir family; (ii) a trust, estate, corporation or partnership owned by,
controlled by, or held for the benefit of a member of the Ragir family; or
(iii) an ESOP, or other qualified or non-qualified employee benefit plan
established, adopted or maintained by the Company or a beneficiary of any such
plan, or one of its affiliates.
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(b) TERMINATION FOLLOWING CHANGE OF CONTROL. If Employee's active
full-time employment with the Company terminates within one hundred eighty
(180) days after a Change of Control, either voluntary or involuntary, whether
by the Company or Employee:
(i) The Company shall pay Employee on the date of such termination an
amount equal to Five Hundred Thousand Dollars ($500,000); and
(ii) All stock options granted by the Company to Employee under Section 14
below shall become immediately vested and exercisable in accordance with their
terms.
(c) NO DUPLICATION. Notwithstanding anything to the contrary, if the
Employee first becomes entitled to payment pursuant to Section 13(b) above, he
shall not be entitled to severance payments under Section 12 above; conversely,
if the Employee first becomes entitled to severance payments under Section 12
above, he shall not be entitled to payments or acceleration of stock options
under this Section 13.
(d) SPECIAL COMPENSATION IF COMPANY SOLD FOR MINIMUM PRICE DURING
EMPLOYEE'S EMPLOYMENT. The Employee shall have the option to receive special
compensation under this Section (the "SPECIAL COMPENSATION OPTION"), if both of
the following occur: (i) the Company is sold for a price equal to or greater
than Five Dollars and Fifty Cents ($5.50) per share, irrespective of whether
such sale was a sale of stock or assets (if a sale of assets, then the purchase
price the Company receives for such assets shall be divided by the number of
shares of the Company outstanding on the closing date of such asset sale to
determine the per share price for purposes of this provision); and (ii) the
Employee is still employed by the Company on the closing of such sale. Under
the Special Compensation Option, the Employee shall have the option to receive
either: (i) a One Million Dollar ($1,000,000) payment from the Company; or (ii)
the Employee may exercise all "Stock Options," as defined in and as granted
under Section 14 of this Agreement, as if all such Stock Options were then
available and vested. The Employee shall provide the Company with written
notice of his election under the Special Compensation Option within fifteen
(15) days following the closing of the applicable sale of the Company (the
"NOTICE PERIOD"). If the Employee elects to receive payment
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of One Million Dollars ($1,000,000), the Company shall make such payment,
reduced solely by all applicable payroll and withholding taxes and other
garnishments, within ten (10) days of the expiration of the Notice Period. If
on the other hand the Employee elects to exercise all his Stock Options under
Section 14 of this Agreement, the Employee shall pay for all such Stock Options
in full to the Company and upon receipt of such payment in the form of readily
available cash, the Company shall issue the stock subject to such Stock Options
to the Employee, within ten (10) days of the expiration of the Notice Period.
Notwithstanding anything to the contrary in the Agreement, if the Employee
exercises his Special Compensation Option under this Section 13(d), then 13(b)
above shall contemporaneously terminate in its entirety, and be of no further
force or effect, and the Employee shall have no rights to receive any payments
thereunder. Conversely, if the Employee exercises his right to receive
compensation under 13(b) above, then this Section 13(d) shall contemporaneously
terminate in its entirety, and be of no further force or effect.
14. STOCK OPTIONS.
(a) PRIOR GRANTS. Subject to the conditions identified in Section 14(c)
below and the vesting period identified in this Section, the Company has
granted the Employee the following options to purchase common stock of the
Company, at the following prices (collectively, the "STOCK OPTIONS"): (i) One
Hundred Thousand (100,000) shares of the Company's common stock for the price
of Six Dollars ($6.00) per share; (ii) an additional One Hundred Seventy-Five
Thousand (175,000) shares of the Company's common stock for a price of Seven
Dollars ($7.00) per share; and (iii) an additional Seventy-Five Thousand
(75,000) shares of the Company's common stock for a price of Eight Dollars
($8.00) per share. The Stock Options shall vest on a pro rata basis, with the
Employee becoming entitled to exercise one-third (1/3) of each of the Stock
Options identified in subparts (i), (ii) and (iii) of the first sentence of
this Section 14(a) on January 1 of each of 1997, 1998 and 1999. The Employee
may exercise the then vested portion(s) of the Stock Options at any time during
the three (3) year period commencing on January 1, 1997 and continuing until
and including December 31, 1999 (the "OPTION PERIOD"). The Employee may extend
the Option Period until and including April 30, 2005 if the daily closing price
for the Company's common stock for the entire month of December 1999 is equal
to or greater than Ten Dollars
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($10.00) per share. Any such extension of the Option Period shall modify
the definition of "Option Period" as defined in this Agreement.
(b) NEW GRANT. Subject to the conditions identified in Section 14(c) below
and the vesting period identified in this subsection, the Company grants the
employee the following additional options to purchase common stock of the
Company, at the following prices (collectively, the "New Stock Options"): Two
Hundred Thousand (200,000) shares of the Company's common stock for a price of
Five Dollars ($5.00) per share. The New Stock Options shall vest on a pro rata
basis, with the Employee becoming entitled to exercise one-third (1/3) of each
of the New Stock Options on January 1 of each of 1997, 1998 and 1999. The
Employee may exercise the then vested portion(s) of the New Stock Options any
time during the three (3) year period commencing on January 1, 1997 and
continuing until and including December 31, 1999 (the "OPTION PERIOD"). The
Employee may extend the Option Period until and including April 30, 2005 if and
only if the average daily closing price for the Company's common stock for the
entire month of December, 1999 is equal to or greater than Ten Dollars ($10.00)
per share. Any such extension of the Option Period shall modify the definition
of "Option Period" as defined in this Agreement.
(c) FORFEITURE. The Stock Options and related rights set forth in this
Agreement are personal to the Employee. The Employee therefore may not assign,
pledge, alienate, devise or in any other manner transfer (voluntarily or
involuntarily) all or any part of the Stock Options. The Employee's attempt to
do so shall be void ab initio, and shall be without legal, beneficial or other
effect and shall result in the complete termination of all Stock Options of the
Employee as well as the Employee's rights to exercise the same under this
Agreement. Upon the Employee's death, the Stock Options granted in this
Agreement shall terminate in their entirety and be of no further force or
effect. The Employee therefore acknowledges and agrees that neither his estate
nor any of his successors, legatees, devisees or heirs shall have any rights
whatsoever to exercise any of the Stock Options. Finally, except for those
Stock Options which are exercisable on an accelerated basis following the
occurrence of a Change of Control or are exercisable under Section 12 above,
the Employee shall not have any right to exercise any of the Stock Options
under this Agreement if
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he is no longer an Employee of the Company at the time he attempts to exercise
such Stock Option, or if the Employee materially breaches the provisions of
Sections 15 or 16 of this Agreement prior to such exercise, except that, if the
Company terminates the Employee without cause, then and solely in such event,
any Stock Options which would have vested in the calendar year of such
termination, shall vest and be exercisable by the Employee in accordance with
the applicable terms of this Agreement, as if such termination had occurred on
the final day of such calendar year.
15. CONFIDENTIALITY. Employee acknowledges that: (i) during the course of
his association and employment with the Company, he will be in contact with
suppliers and customers of the Company and will have access to the Company's,
its affiliates' and their respective confidential and proprietary information
including without limitation, their properties, research and development,
accounts, books and records, sales, know-how, software, technology, inventions,
techniques, profits, products, customers lists, requirements, suppliers, cost
data, memoranda, devices, processes, methods, procedures, formulas, contract
prices, pricing and other corporate activities, whether or not in written form
or marked "Confidential", whether developed by Employee or others, which relate
to the business operations, research development, engineering, products or
activities of the Company and/or its affiliates (collectively "CONFIDENTIAL
INFORMATION:); (ii) the Confidential Information constitutes "Trade Secrets" of
the Company, within the meaning of the Illinois Trade Secrets Act; (iii) all
documents, electronic, magnetic or other media and information which concern
the Confidential Information are highly confidential and also constitute "trade
secrets" as identified above; (iv) the Company has invested and will continue
to invest considerable sums of money to obtain and maintain its Confidential
Information; (v) the Company derives substantial economic benefit due to the
confidentiality of its Confidential Information and inventions; (vi) the
Company's competitors would obtain unfair economic and competitive advantages
if its Confidential Information or inventions were divulged; (vii) the useful
life of the Confidential Information based on general industry standards is
unlimited; (viii) the Company has instituted procedures to maintain the
confidentiality of its Confidential Information; (ix) the Company operates its
business throughout the World (the "RESTRICTED TERRITORY"); and (x) the
Confidential Information constitutes a
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highly significant factor in the Company's ability to conduct its business
profitably.
Recognizing that the disclosure or improper use of Confidential
Information will cause serious and irreparable injury to the company, Employee
agrees that he will not at any time, directly or indirectly: (i) disclose,
assign or sell Confidential information to any third party or otherwise use
Confidential Information for his own benefit or the benefit of others unless
previously authorized, in writing, by the Company to do so; (ii) attack,
compromise, take any action or fail to take any action which could vitiate any
of the Company's rights, titles or interests in any of its trade secrets,
Confidential Information, inventions or "Assigned Intellectual Property" (as
defined in Section 17 below); or (iii) disassemble or reverse engineer any of
the Confidential Information, inventions or "Assigned Intellectual Property"
for himself or others. The Employee's obligations under this Section shall
remain in effect henceforth, notwithstanding termination of Employee's
employment with the Company for any reason.
16. NON-COMPETITION, NON-SOLICITATION. Employee agrees that, during the
Term, and if Employee is terminated for Cause (as defined below) is entitled to
severance pay as provided in Sections 12 or 13 above, or voluntarily resigns,
then for a period of twelve (12) months following such termination of
Employee's employment with the Company, he will not, directly or indirectly,
alone or in association with others, either as a principal, agent, owner,
shareholder, officer, director, partner, employee, lender, investor,
consultant, manager or in any other capacity engage in, have a financial
interest in or be in any way connected or affiliated with, or render advice or
services to any business which competes with the Company or its affiliates,
including any entity engaged in the manufacture or distribution of any products
which are manufactured, assembled or sold by the Company or its affiliates;
provided, however, that Employee may own less than five percent (5%) of the
outstanding securities of public companies which are engaged in the same
business as the Company or its affiliates. Employee further agrees that, during
the Term, and in the event that Employee is either terminated for Cause (as
defined below), is entitled to severance pay as provided in Section 12 above or
voluntarily resigns, then for a period of twelve (12) months following the
termination of Employee's employment with the
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Company, he will not, directly or indirectly, divert, take away, solicit or
interfere with any of the customers, accounts or employees of the Company or
its affiliates existing as of the Effective Date or subsequently acquired by
the Company or its affiliates during the Term. Employee expressly acknowledges
that his severance pay hereunder is adequate to support the employee's
livelihood for the period of the covenants set forth in Section 16, that he has
experience and expertise in areas which are unrelated to the business conducted
by the Company, that he shall be able to earn a livelihood without violating
the covenants set forth in Sections 15 and 16 of this agreement and that the
Company has relied upon Employee's representations concerning the adequacy of
his severance pay and that he has the ability to earn a livelihood in unrelated
occupations as a specific condition precedent to the Company agreeing to enter
into this Agreement and engage Employee. The parties have attempted to limit
Employee's rights to compete only to the extent necessary to protect the
Company from unfair competition. If, however, the restrictive covenants
contained in this Agreement are held to be unenforceable at any time, the
parties specifically direct the court, arbitrator or other trier of fact to
modify and enforce said covenants to the extent that it believes is reasonable
under the circumstances existing at that time, rather than deleting or
rendering unenforceable such restriction(s).
17. PROPERTY: INVENTIONS. Employee agrees that all discoveries,
inventions, ideas, concepts, research and other information, processes,
products, methods and improvements (collectively "INVENTIONS") which are
conceived, developed or otherwise made by him alone or jointly with others
during the Term, shall be the sole property of the Company. Employee therefore
grants, conveys, transfers, alienates and assigns exclusively to the Company,
for and throughout the world, in and for all languages (including but not
limited to computer languages and human languages, whether now existing or
subsequently developed) all rights, titles and interests (legal, equitable, use
or otherwise) which Employee has, may have in the future or may have the right
to claim now or in the future, in all Inventions, copyrights, patents,
trademarks, trade names and service marks (whether or not registered, including
all associated applications therefor and the right to file and register the
same in the Company's or any other name), modifications, improvements,
derivative works and/or other work which Employee conceives solely or jointly
with others
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(collectively THE "ASSIGNED INTELLECTUAL PROPERTY") which: (i) are related to
any trade secrets, Confidential Information or other proprietary materials of
the Company; (ii) are predicated upon or relate to work Employee performs for
the Company (whether or not done during normal working hours); (iii) Employee
develops based on materials, equipment, facilities or information of the
Company; or (iv) Employee develops during the one (1) year period immediately
following the termination of his employment with the Company for any reason, if
related to or competitive with the business or products of the Company. The
foregoing assignment by Employee is under any and all foreign or domestic,
federal, state or local copyright, trade secret, intellectual property, patent
or other laws, is intended to be all inclusive, and specifically includes the
right to xxx for and collect and retain all damages associated with past,
present or future infringements of any or all of the Assigned Intellectual
Property. Employee acknowledges that the Company has provided him with a copy
of the Illinois Employee Patent Act (as set forth on attached SCHEDULE "17"),
that Employee has read said Act in its entirety prior to executing this
Agreement, and that he understands the Act's substantive provisions.
Employee's assignment of the Assigned Intellectual Property to the Company
under this Agreement constitutes a complete, absolute and exclusive transfer of
all rights (legal, equitable, use and otherwise) in the Assigned Intellectual
Property, whether such rights are currently existing or arise in the future.
The Employee does not reserve or retain any right, title or interest in any
Assigned Intellectual Property or any trade secrets, Confidential Information
or related information which concerns any Assigned intellectual Property.
Employee acknowledges and agrees that the Assigned Intellectual Property
constitutes the sole, exclusive and confidential property of the Company.
Employee shall disclose to the Company, in full, accurate detail and in
writing, all Inventions, derivative works, improvements and/or developments
(whether or not patentable, copyrightable or otherwise protectable under law)
which Employee makes or assists in making either during the course of his
employment with the Company or that in any way concern, relate to or are based
upon the Confidential Information, Assigned Intellectual Property or any other
trade secrets of the Company, and acknowledges that the same constitutes the
Company's sole property.
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If at any time the Company deems it necessary or appropriate, the Employee
shall execute any and all documents and shall provide such assistance
(including testifying in court or other judicial or administrative proceeding)
which the Company believes are necessary either to evidence or register the
assignment of rights made by the Employee in this Agreement, or to evidence or
register the rights so assigned.
If Employee ceases to be employed by the Company, or at any other time
upon request of the Company, he shall promptly return any records, agreements,
books of account, corporate memoranda, customer lists or other property
belonging to the Company or its customers.
18. REMEDIES. Employee understands the Company would not have any adequate
remedy at law for the material breach or threatened breach by Employee of any
one or more of the covenants set forth in this Agreement and agrees that, in
the event of any such material breach of threatened breach, the Company may, in
addition to the other remedies which may be available to it: (a) declare
forfeited any moneys representing accrued salary, bonus or other fringe
benefits due and payable to Employee; and/or (b) file a suit in equity, without
the necessity of posting bond, to enjoin Employee from the breach or threatened
breach of such covenants, including but not limited to the right to obtain an
immediate temporary restraining order. The foregoing stipulated damages of the
Company are in addition to, and not to the exclusion of, any other damages the
Company may be able to prove.
19. TERMINATION. The Company shall have the option to terminate the
employment of Employee immediately for "Cause" at any time. "CAUSE" as used in
this Agreement shall mean dishonesty, fraud, conviction of a felony or of any
crime involving moral turpitude, willful refusal to perform the material duties
hereunder, gross dereliction or gross neglect of duty, or material breach of
Sections 15, 16 or 17 of this Agreement, subject to Employee's right to
Arbitration as provided in Section 24 below. The Board shall make the
determination as to whether Cause exists as aforesaid to terminate the
Employee, and shall provide the Employee with written notice thereof, as
provided in the following sentence. Notwithstanding the foregoing, and although
Employee may have been relieved of his responsibilities, he shall not be deemed
to have been terminated for Cause unless and until he has received
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(i) written notice of the specific charges against Employee, (ii) an
opportunity for Employee, together with counsel, to be heard before the Board
within ten (10) business days of Employee's receipt of such notice (if Employee
fails or refuses to appear before the Board during such ten (10) day period, he
shall be deemed to have consented to his termination for Cause as outlined in
the Board's notice), and (iii) thereafter receive a second written notice from
the Board stating that in the good faith opinion of the Board Cause as defined
above exists for the Employee's termination. The obligations of Employee under
Sections 15, 16 and 17 of this Agreement shall survive the termination of his
employment for any reason.
20. MODIFICATION. With respect to the terms of Employee's employment, this
Agreement constitutes the full and complete understanding and agreement of the
parties, supersedes any prior understanding and agreement, and cannot be
changed or terminated except in writing signed by the parties to be bound
thereby.
21. ASSIGNMENT. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company. The rights and obligation of Employee
hereunder may not be assigned or delegated.
22. SEVERABILITY. Each provision of this Agreement shall be severable. If,
for any reason, any provision herein is finally determined to be invalid and
contrary to, or in conflict with, any existing or future law or regulation of a
court or agency having valid jurisdiction, such determination shall not impair
the operation or affect the remaining provisions of this Agreement, and such
remaining provisions will continue to be given full force and effect and bind
the Company and Employee.
23. WAIVER. The waiver by either party of any breach of this Agreement by
the other will not operate or be construed as a waiver of any other breach by
the other which is not specifically waived in writing.
24. ARBITRATION. If this Agreement shall be terminated for
Cause and Employee disputes the existence of appropriate Cause,
Employee may, upon notice to the Company within ten (10) days after
Employee has been advised of such termination, or, if there should
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be any other dispute between the parties with reference to this Agreement,
either party may with the written consent of the other party, elect to refer
such dispute to an arbitrator of the Chicago panel of the American Arbitration
Association under the rules effective in Chicago, and the award of the
arbitrator shall be binding and conclusive upon all parties and may be made the
subject of a judgment in any court of jurisdiction. The arbitrator shall have
discretion in awarding reasonable attorneys' fees to either party, but shall
have no authority to change or modify any provision of this Agreement.
25. NOTICE. Any notice or other communication required or permitted to be
given to a party pursuant to this Agreement shall be in writing and shall be
determined to have been duly given when delivered personally or deposited in
United States certified or registered mail, return receipt requested, postage
prepaid, as follows:
If to Employee: Xxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
If to the Company: Selfix, Inc.
Attention: Xxxxx X. Xxxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Either party may change his or its address for the purpose of this section by
written notice given in the manner provided above.
26. ILLINOIS LAW. This Agreement shall be interpreted and construed in
accordance with Illinois Law.
The parties have executed this Agreement as of the Effective
Date.
EMPLOYEE: COMPANY:
Selfix, Inc.
/s/ Xxxxx X. Xxxxxxx, By: [Signature]
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Xxxxx X. Xxxxxxx, individually Its: Executive VP & CFO
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