EXHIBIT 10.9
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT. dated as of April 28,
2000 is by and between IAMG Holdings, lnc. (IAMG), a New York Corporation (the
"Company") with its principal executive offices located at 00 Xxxxx Xxxxxx. Xxx
Xxxx. Xxx Xxxx 00000, and Xxxxxxx Xxxxxxxx, residing at 00000 Xxxxxxx Xxxxx,
Xxxx Xxxxx. Xxxxxxx 00000 (the "Executive").
WHEREAS, the Executive together with all other shareholders of
Pro Star Inc. of Florida. has transferred to the Company, IAM Group, Ltd., its
interest in and to NFL Properties. Inc. ("NFLP") licenses. Pursuant to a Joint
Venture Agreement dated June 1999, a copy of which is annexed hereto; and
WHEREAS, IAM Group, Ltd. sold its Assets to Home/Office
Express, Inc. (HOMX) pursuant to an Asset Purchase Agreement dated April 1,
2000; and
WHEREAS, Home Office/Express, Inc. changed its name to IAMG
Holdings, Inc. (IAMH), effective April 28, 2000; and
WHEREAS, the Company and the Executive have negotiated and are
desirous of entering into an Employment Agreement dated of April 28, 2000 (the
"Agreement"); and
WHEREAS, the Company and the Executive desire to state the
terms of the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recital and
the respective covenants and agreements of the parties as contained in this
document, the Company and the Executive agree as follows:
1. Employment and Duties. During the Employment Period (as
defined in paragraph 2 below), the Executive will serve as Vice President of
Media Productions and Publicity, and Vice President of Public Relations of the
Company. with special responsibilities as operations manager for the Company 5
internet service provider business. operated as a wholly owned subsidiary and
known as Guardian Internet Solutions. Inc. (xxx.xxxx.xxx). The Executive's
duties will be fully set forth in the Company's job description manual to be
prepared with the assistance of the Executive and in the Guardian business plan
to be completed on or before May 30. 2000. The Executive shall have such other
duties and responsibilities as the board of directors of the Company (the "Board
of Directors") may from time to time reasonably assign to the Executive, in all
cases to be consistent with the Executive's offices and positions The Executive
shall perform faithfully the executive duties assigned to him to the best of his
ability.
a) The Executive shall fully manage, cooperate, organize and
participate with the Company's representatives, partners. joint ventures. or
agents in the planning, and preparation and delivery of a business plan for
Guardian Internet Solution, Inc.
b) Upon completion of the Guardian business plan, Executive
shall have the primary responsibility of acting as the President and Chief
Operating Officer for Guardian and shall direct all aspects of the business
plan. including but not limited to:
(i) actively obtaining financing to effectuate the
goals of the business plan; and
(ii) actively developing the E-commerce aspects of
the business plan; and
(iii) actively developing programs to obtain ISP
subscribers, advertisers, and E-commerce, B to
B and B to C customers.
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c) The Executive agrees that the Guardian business plan shall
be completed and presented for approval. to the Company's Board of Directors. on
or before May 30.2000.
2. Employment Period.
(a) Basic Rule. The employment period will commence on May 1,
2000 (the "Commencement Date") and shall continue thereafter for three (3) years
(the "Employment Period"), unless sooner terminated pursuant to the provisions
of this Agreement.
(b) Early Termination. The Company may terminate the
Executive's employment prior to the end of he Employment Period by giving the
Executive 30 days' advance notice in writing. If the Company terminates the
Executive's employment prior to the end of the Employment Period for any reason
other than Cause, as defined below, or if the Executive terminates his
employment for Good Reason, as defined below, the provisions of paragraphs
12(a)(l), 12(b) and 12(c) shall apply. The Executive may terminate his
employment prior to the end of the Employment Period by giving the Company 90
days advance written notice. If the Executive terminates his employment prior to
the end of the Employment Period other than for Good Reason, the provisions of
paragraph 12(a)(ii) shall apply. Upon termination of the Executive's employment
with the Company, the Executive's rights under any applicable benefit plans
shall be determined under the provisions of those plans. Any waiver of notice
shall be valid only if it is made in writing and expressly refers to the
applicable notice requirement of this subparagraph 2.
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(c) Death. The Executive's employment shall terminate in the
event of his death. The Company shall have no obligation to pay or provide any
compensation or benefits under this Agreement on account of the Executive's
death, or for periods following the Executive's death; provided however that the
Company's obligations under paragraphs 12(a)(i), 12(b) and 12(c) shall not be
interrupted as a result of the Executive's death, and the Executive's estate or
its representative(s) shall be entitled to exercise all the rights of the
Executive under such Sections. The Executive's rights (and the rights of his
estate) under the benefit plans of the Company in the event of the Executive's
death shall be determined under the provisions of those plans.
(d) Cause. The Company may terminate the Executive's
employment for cause by giving the Executive 24 hours advance notice in writing.
For all purposes under this Agreement, "Cause" shall mean (1) any gross neglect
of duty; (2) If Executive is convicted of a felony; (3) if Executive files for
any protection under the federal bankruptcy laws or any such proceeding is filed
against Executive and is not dismissed within 90 days of such filing), (4) the
occurrence or existence of any facts that constitute grounds for termination
pursuant to New York State Law; (5) if Executive commits theft, larceny,
embezzlement, fraud, any acts of dishonesty, illegality, or moral turpitude; (6)
If Executive willfully and materially breaches any provision of this Agreement;
(7) the death of Executive, and/or (8) if Executive becomes materially disabled
to such an extent that Executive is precluded from performing the duties set
forth in this Agreement of a period of 90 consecutive days or 120 days in the
aggregate during any one-year period upon termination of this Agreement. No act,
or failure to act, by the Executive shall be considered "willful" unless
committed without good faith without a reasonable belief that the act or
omission was in the Company's best interest. No compensation or benefits will be
paid or provided to the Executive under this Agreement on account of a
termination for Cause for periods following the date when such a termination of
employment is effective. The Executive's rights under the benefit plans of the
Company in the event of a termination for Cause shall be determined under the
provisions of those plans.
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Alcohol and drug testing. Executive agrees to submit to random
alcohol and drug testing, to be paid for by Employer. In the event Executive
refuses to submit to such testing, Empl6yer may consider this grounds for
termination in accordance with paragraph (d) above.
(e) Disability. The Company may terminate the Executive's
employment for Disability by giving the Executive 30 days advance notice in
writing. For all purposes under this Agreement, "Disability" shall mean that the
Executive, at the time notice is given, has been unable to substantially perform
his duties under this Agreement for a period of not less than six (6)
consecutive months as the result of his incapacity due to physical or mental
illness. In the event that the Executive resumes the performance of
substantially all of his duties hereunder before the termination of his
employment, under this subparagraph (e), becomes effective, the notice of
termination shall automatically be deemed to have been revoked. No compensation
or benefits will be paid or provided to the Executive under this Agreement on
account of termination for Disability for periods following the date when such a
termination of employment is effective; provided, however, that the Company's
obligations under paragraphs 12(a)(i), 12(b) and 12(c) shall not be interrupted
as a result of the Executive's Disability, and the Executive or his guardian(s)
or other representative(s) shall be entitled to exercise all the rights of the
Executive under such Sections. The Executive's rights under the benefit plans of
the Company in the event of his Disability shall be determined under the
provisions of those plans.
(f) Good Reason. Employment with the Company may be regarded
as having been constructively terminated by the Company, and the Executive may
therefore terminate his employment for Good Reason and thereupon become entitled
to the benefits of paragraphs 12(a)(i) and 12(b) below, if, before the end of
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the Employment Period, one or more of the following events shall occur: (i)
without the Executive's express written consent, the assignment to the Executive
of any duties or the reduction of the Executive's duties, either of which
results in a significant diminution in the Executive's position or
responsibilities with the Company in effect immediately prior to such
assignment, or the removal of the Executive from such position and
responsibilities; (ii) without the Executive's express written consent, a
substantial reduction, without good business reasons, of the facilities and
perquisites (including office space and location) available to the Executive
immediately prior to such reduction: (iii) a material reduction by the Company
in the Base Salary of the Executive as in effect immediately prior to such
reduction; (iv) a material reduction by the Company in the kind or level of
employee benefits to which the Executive is entitled immediately prior to such
reduction with the result that the Executive's overall benefits package is
significantly reduced; (v) the relocation of the Executive to a facility or a
location more than 50 miles from the Executive's then present location or from
the Company's principal executive offices, without the Executive's express
written consent; (vi) any purported termination of the Executive's employment by
the Company which is not effected by death, Disability or for Cause, or any
purported termination for which the grounds relied upon are not valid; (vii) the
failure of the Company ~ obtain the assumption of this Agreement by any
successor; or (viii) any material breach by the Company of any material
provision of this Agreement.
(g) NFL/Team Licenses. If the Executive's employment is
terminated without cause. or if the Executive resigns for good reason. the
Executive shall have the immediate right to the use and benefit of the NFL
Properties Team/Player License. The Company shall sign all necessary documents
to re-convey the NFL Team/Player License to the Executive or his assigns.
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3. Place of Employment. The Executive's services shall be performed at
the Company's principal executive offices in Vero Beach, Florida, New York City
and Providence, Rhode Island. The Company shall reimburse the Executive for
expenses incurred by travel to and from Vero Beach, New York City and Providence
and by intermittent out of State or out of Country living expenses (including
rent or equivalent hotel costs) in connection with the performance of his duties
hereunder. The Company intends to open a satellite office in the Miami/ Boca
Raton area on or before December 31, 2000, and at such time the Executive will
be permitted to work at the Satellite office when feasible.
4.Base Salary. For all services to be rendered by the Executive
pursuant to this Agreement. the Company agrees to pay the Executive during the
Employment Period a base salary (the "Base Salary") at an annual rate of not
less than $150,000. The Base Salary shall be paid in periodic installments in
accordance with the Company's regular payroll practices. The Company agrees
solely for the purpose of considering possible salary increases to review the
Base Salary at least annually as of May of each year (beginning in 2001) and to
make such increases as the Board of Directors may approve.
5. Additional Compensation. The Company agrees to transfer twenty-five
(25%) of the authorized shares of Guardian Internet Solutions. Inc. ("GIS")
under the following conditions:
a. On or before June 1, 2000 the Company will incorporate GIS
in the State of Delaware with 10,000,000 authorized shares of common stock at
001 par value.
b. GIS shall transfer 2,500,000 shares of restricted common
stock to the Executive for $2500.00 representing par value of said stock, to be
held in escrow by Xxxx Xxxxxxxxx, Esq. and released to the Executive on the
following conditions:
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(i) The Executive shall have obtained a minimum of
$1,000,000 from private investors for GIS within 90
days after completion of the GIS business plan. which
shall be completed no later than May 30, 2000; or
(ii) The gross sales receipts of GIS exclusive of sales
taxes, shall reach $2,500,000 on or before April 30,
2001.
(iii) In the event the Executive fails to meet either of the
conditions set forth in b(i) and
(iv) the Executive shall have the right to receive the
2,500,000 restricted shares if:
(i) he agrees to an extension agreement to lock up
the restricted shares for an additional one
year period to end on April 30, 2002; and
(ii) GIS gross sales from May 1, 2001 to April 30,
2002 reach $10,000,000.
d. If the Executive fails to meet the conditions set forth in
(i) and (ii), the Company shall have the right to purchase the 2,500,000
restricted shares for $2500.00, or the Company may elect to negotiate such other
or further conditions in order To permit the Executive to retain ownership of
the restricted stock. Until the GIS shares are released from escrow, the
Executive shall not sell, assign or convey any interest therein without written
acknowledge by the assignee that the sale. assignment or conveyance is subject
to this Executive Employment Agreement, with a copy of said acknowledgment
delivered to the Company.
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6. Bonus. For all services rendered by the Executive pursuant
to this Agreement during the period ("Initial Bonus Period") beginning on May 1,
2000 and ending on April 31, 2001 the Executive shall be paid a bonus (the
"Initial Bonus"). The Initial Bonus is payable within ninety (90) days after the
expiration of the Initial Bonus Period at a rate equal to the product of (a)
.01% and (b) the amount of Sales over $2,500,000 by Guardian Internet Solutions.
Inc., including income from subscriber fees for internet service provider
("ISP") business, and fees and commissions earned from e-commerce sales of the
Company's products during the Initial Bonus Period. For all services to be
rendered by the Executive pursuant to this Agreement during the period ("Second
Bonus Period") beginning on May 1, 2001 and ending on April 31, 2002, the
Company agrees to pay at a rate equal to the product of (a) .01% and (b) the
amount of sales over 10,000,000 by Guardian Internet Solutions, Inc., including
income from subscriber fees for internet service provider ("ISP") business, and
fees and commissions earned from e-commerce sales of the Company's products
during the Second Bonus period. Any bonus payable hereunder by reference to the
financial sales of Guardian (such as the Initial Bonus) shall be verified in
accordance with the Company's normal practices and policies and shall be
conclusively determined on the basis of audited financial statements. No
adjustments in the amount of any such Bonus previously paid shall be made in any
circumstance whatever except as a result of such audit revealing arithmetic
errors in amounts paid. Such amounts shall be paid by the Executive or the
Company, as the case may be, within 30 days after such statements have been
finally delivered to the Board of Directors or as otherwise agreed by the Board
of Directors and the Executive.
7.Stock Options. The Executive shall be entitled to
participate in any stock option grant programs established by the Company for
the benefit of its key employees. The terms of any individual grant shall be
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determined pursuant to a stock option agreement or restricted stock purchase
agreement between the Company and the Executive entered into at the time of
grant, subject to the provisions of Section 12(c) hereof.
8. Expenses. The Executive shall be entitled to prompt
reimbursement by the Company for all reasonable ordinary and necessary travel
(including travel and living expenses pursuant to Section 3 hereof),
entertainment, and other expenses incurred by the Executive during the
Employment Period (in accordance with the policies and procedures established by
the Company for its senior executive officers) in the performance of his duties
and responsibilities under this Agreement; provided, that the Executive shall
properly account for such expenses in accordance with Company policies and
procedures. The parties agree that for purposes of this paragraph, the
Executive's air travel shall be coach class domestically and business class
internationally.
9. Other Benefits. During the Employment Period, the Executive
shall be entitled to participate in employee benefit plans or programs of the
Company, if any, to the extent that his position, tenure, salary, age, health
and other qualifications make him eligible to participate, subject to the rules
and regulations applicable thereto.
10. Vacations and Holidays. The Executive shall be entitled to
Two (2) weeks paid vacation and Company holidays in accordance with the
Company's policies in effect from time to time for its senior executive
officers.
11. Other Activities. The Executive shall devote substantially
all of his working time and efforts during the Company's normal business hours
to the business and affairs of the Company and its subsidiaries and to the
diligent and faithful performance of the duties and responsibilities duly
assigned to him pursuant to this Agreement, except for vacations, holidays and
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sickness. However the Executive may devote a reasonable amount of his time to
civic. community, or charitable activities and, with the prior written approval
of the Board of Directors. to serve as a director of other corporations and of
other types of business or public activities not expressly mentioned in this
paragraph. (a) The Executive shall not engage in any business activities which
directly conflicts with the business of the Company or Guardian. The Executive
shall attach a letter to this Agreement describing the businesses he is
currently involved in, and the capacity in which he is involved in said
businesses.
12. Termination Benefits. In the event the Executive's
employment terminates prior to the end of the Employment Period, then the
Executive shall be entitled to receive severance and other benefits as follows:
(a) Severance.
(i) Involuntary Termination. If the Company
terminates the Executive's employment other
than for Cause, or if the Executive terminates
his employment for Good Reason, or if the
Executive's employment terminates by reason of
his death or Disability then, in lieu of any
severance benefits to which the Executive may
otherwise be entitled under any Company
severance plan or program, the Executive shall
be entitled to payment of his Base Salary
until the end of the Employment Period or, if
earlier, until a breach by the Executive of
his obligations under paragraph 12 hereof.
(ii) Other Termination. In the event the
Executive's employment terminates for any
reason other than as described in paragraph
12(a)(i) above, including by reason of the
Executive's resignation other than for Good
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Reason and the Company's termination of the
Executive for Cause, then the Executive shall
be entitled to receive severance and any other
benefits only as may then be established under
the Company's existing severance and benefit
plans and policies at the time of such
Termination.
(b) Bonuses.
In the event the Executive's employment is terminated as
described in paragraph 12(a)(i) above, then the Executive shall be entitled to
receive continuing bonuses as described in paragraph 6 as though he had remained
an employee through the end of the Employment Period. In the event the
Executive's employment terminates for any other reason during the Employment
Period (other than for Cause), then the Executive shall be entitled to payment
of a portion of subsequent bonuses determined, after the end of the fiscal year
of the Company in which such termination occurs, by multiplying the amount of
the most recent bonus established by the Board of Directors of the Company for
Executive prior to such termination (if in cash, calculated according to the
applicable formula approved by the Board, and if in equity, calculated by
valuing the equity granted to Executive upon such date of termination) by a
fraction, the numerator of which will be the number of days in which he was
employed by the Company (or any of its subsidiaries) in such fiscal year, and
the denominator of which shall be the number of days in such fiscal year. To the
extent all or any portion of the Bonus is payable to the Executive pursuant to
the preceding sentence, such amount shall be paid in accordance with paragraph
6. In the event the Executive's employment is terminated by the Company for
Cause, then the Executive shall not be entitled to receive any bonuses hereunder
with respect to any period subsequent to such termination, but shall receive any
unpaid bonus with respect the period prior to such termination and shall not in
any event have any obligation to refund or reimburse any bonus paid or granted
to him prior to such termination.
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(c) Options and Restricted Stock. Notwithstanding anything to
the contrary contained in any Option Agreement or Restricted Stock Purchase
Agreement that the Executive may sign. upon any voluntary or involuntary
termination of Executive's employment with the Company, excepting termination by
the Company for Cause: (i) all unvested or unexerciseable options to purchase
shares of the capital stock of the Company then held by the Executive shall
immediately and without further action on the part of the Executive or the
Company become fully vested in the Executive, who may exercise them at any time
or from time to time during the three months following the date of such
termination: and (ii) repurchase rights with respect to any shares of the
capital stock of the Company then held by the Executive shall immediately and
without further action on the part of the Executive or the Company expire on the
date of such termination.
13. Communications to Company. From the Effective Date of the
Agreement and during the entire term of this Agreement, the Executive shall
communicate and channel to the Company all knowledge, business, and customer
contacts and any other matters of information that could concern or be in any
way beneficial to the company's businesses, whether acquired by the Executive
before or during the term of this Agreement. Any such information communicated
to the Company as stated above shall be and remain the property of the Company.
In the event the Executive receives material communication relating to the
Company or its subsidiaries or affiliates, copies shall be delivered via
facsimile within 24 hours, with a copy also mailed to the Company's main offices
in New York City.
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14 Proprietary Information. During the Employment Period and
thereafter, the Executive shall not, without the prior written consent of the
Board of Directors, disclose or use for any purpose (except in the course of his
employment under this Agreement and in furtherance of the business of the
Company or any of its affiliates or subsidiaries) any confidential information
or proprietary data of the Company, or any of its affiliates or subsidiaries. As
an express condition of the Executive's employment with the Company, the
Executive agrees to execute reasonable confidentiality agreements as requested
by the Company.
(a) As a condition of employment the Executive agrees to
convey to the Company all right. title. and interest in and to Pro Star Inc., of
Florida, Pro Star Athletic of New York. Inc., Team Apparel Group Inc. of
Florida, Team Sports Gear Inc., and any other entity or corporation holding NFL
licenses in which the Executive has a proprietary interest subject to the
provisions of paragraph 2(g) above; and
(i) that any applications for renewals of NFL
licenses shall be made by the Company.
(ii) that all patents, right, title and interest in
and to trademarks or copyrights obtained,
pending or contemplated for Pro Star Athletic,
Pro Star, Big Time Player, Star Player,
including but not limited to logos shall be
assigned and conveyed to the Company.
(iii) If required the Executive will sign all
documents required to consummate the closing
of the Joint Venture Agreement dated June
2,1999 including but limited to conveying all
right, title, and interest to Pro Star
Athletic, Inc. to the Company.
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(iv) The Executive and the Company acknowledge that
the Joint Venture Agreement has been fully and
completed performed by the parties. and except
for the termination provisions therein, which
the parties agree are null and void, said
Joint Venture Agreement in all other respects
is valid and in full force.
15. Non Competition After Termination. If Executive is
terminated for cause, or if Executive voluntarily resigns without cause or good
reason, the Executive agrees not to engage in any business activities similar to
the business described in the Guardian business plan or to the business
conducted by the Company relating to non NFL licenses to manufacture and sell
sportswear memorabilia and accessories, held by the Company at the time of
termination. for a period of three (3) years. If the Executive is terminated for
cause, or if he voluntarily resigns without cause or good reason, the Executive
agrees not to engage in or solicit licenses from the NFL, its affiliates or
subsidiaries, for the manufacture and sale of football apparel and accessories,
for a period of two years from the date of termination.
16. Non-Solicit. The Executive covenants and agrees with the
Company that during his employment with the Company and for a period expiring
one (1) year after the date of termination of such employment, he will not
solicit any of the Company's then-current employees to terminate their
employment with the Company or to become employed by any firm, company or other
business enterprise with which the Executive may then be connected.
17. Right to Advice of Counsel. The Executive acknowledges
that he has had the right to consult with counsel and is fully aware of his
rights and 9bligations under this Agreement.
18. Successors. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
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the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption
agreement prior to the effectiveness of any such succession shall entitle the
Executive to the benefits described in paragraphs 12(a)(i), 12(b) and 12(c) of
this Agreement, subject to the terms and conditions therein.
19. Arbitration. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration in
New York City, in accordance with the rules of the American Arbitration
Association then in effect by an arbitrator selected by both parties within 10
days after either party has notified the other in writing that it desires a
dispute between them to be settled by arbitration. In the event the parties
cannot agree on such arbitrator within such 10-day period, each party shall
select an arbitrator and inform the other party in writing of such arbitrator's
name and address within 5 days after the end of such 10-day period and the two
arbitrators so selected shall select a third arbitrator within 15 days
thereafter; provided, however, that in the event of a failure by either party to
select an arbitrator and notify the other party of such selection within the
time period provided above, the arbitrator selected by the other party shall be
the sole arbitrator of the dispute. Each party shall pay its own expenses
associated with such arbitration, including the expense of any arbitrator
selected by such party and the Company will pay the expenses of the jointly
selected arbitrator. The decision of the arbitrator or a majority of the panel
of arbitrators shall be binding upon the parties and judgment in accordance with
that decision may be entered in any court having jurisdiction thereof. Punitive
damages shall not be awarded.
20. Absence of Conflict. The Executive represents and warrants
that his employment by the Company as described herein shall not conflict with
and will not be constrained by any prior employment or consulting agreement or
relationship.
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21. Assignment. This Agreement and all rights under this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective personal or legal representatives,
executors, administrators, heirs, distributes, devisees, legatees, successors
and assigns. This Agreement is personal in nature, and neither of the parties to
this Agreement shall, without the written consent of the other, assign or
transfer this Agreement or any right or obligation under this Agreement to any
other person or entity; except that the Company may assign this Agreement to any
of its affiliates or wholly-owned subsidiaries, provided, that such assignment
will not relieve the Company of its obligations hereunder. If the Executive
should die while any amounts are still payable to the Executive hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.
22. Notices. For purposes of this Agreement, notices and other
communications provided for in this Agreement shall be in writing and shall be
delivered personally or sent by United States certified mail, return receipt
requested, postage prepaid, addressed as follows: If to the Executive: Xxxxxxx
Xxxxxxxx, 00000 Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000, If to the Company:
IAMG Holdings, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or to such other
address or the attention of such other person as the recipient party has
previously furnished to the other party in writing in accordance with this
paragraph. Such notices or other communications shall be effective upon delivery
or, if earlier, three days after they have been mailed as provided above.
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23. Integration. This Agreement represents the entire
agreement and understanding between the parties as to the subject matter hereof
and supersedes all prior or contemporaneous agreements whether written or oral.
No waiver, alteration, or modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by duly authorized
representatives of the parties hereto.
24 Waiver. Failure or delay on the part of either party hereto
to enforce any right, power, or privilege hereunder shall not be deemed to
constitute a waiver thereof. Additionally, a waiver by either party or a breach
of any promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent waiver by such other party.
25. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
26. Headings. The headings of the paragraphs contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of any provision of this Agreement.
27 Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal substantive laws, and not the choice
of law rules, of the State of New York.
28. Counterparts. This Agreement may be executed in one or
more counterparts, none of which need contain the signature of more than one
party hereto, and each of which shall be deemed to be an original, and all of
which together shall constitute a single agreement.
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29. Board of Directors. The Executive acknowledges he has been
a member of the Board of Directors of IAM Group, Ltd. and also acknowledges that
he has accepted a position as member of the Board of Directors of IAMH (formerly
HOMX).
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
IAMG Holdings, Inc.
/s/ XXXX XXXXXXXX
-------------------------------
By: Xxxx Xxxxxxxx
Title: President
Executive
/s/ XXXXXXX XXXXXXXX
-------------------------------
By: /s/ Xxxxxxx Xxxxxxxx
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