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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
AGREEMENT, effective as of the 1st day of September, 2000 by and between i3
MOBILE, INC., a Delaware corporation with principal executive offices at 000
Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("i3 Mobile"), and MWANGI WAMAE,
residing at 00 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Wamae").
W I T N E S S E T H :
WHEREAS, i3 Mobile is desirous of continuing to employ Wamae as Vice President
Business Development of i3 Mobile and Wamae is desirous of serving in such
capacity for i3 Mobile, all upon the terms and subject to the conditions
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto, intending to be legally bound, agree as follows:
1. Employment.
i3 Mobile agrees to employ Wamae, and Wamae agrees to be employed by i3
Mobile, upon the terms and subject to the conditions of this Agreement.
3. Term.
The employment of Wamae by i3 Mobile as provided in Section 1 will be
for a period of two (2) years commencing on the date hereof, unless sooner
terminated as hereinafter provided (the "Term"), and shall automatically renew
from year to year thereafter unless either party gives at least ninety (90) days
prior written notice of termination.
3. Duties; Best Efforts; Indemnification.
Wamae shall serve as Vice President Business Development of i3 Mobile
and shall perform, subject to the policy directions of the President and Chief
Executive Officer and the Board of Directors of i3 Mobile, such duties as are
customarily performed by the Vice President Business Development. Wamae shall
also have such other powers and duties as may be from time to time prescribed by
the President and Chief Executive Officer or the Board of Directors of i3
Mobile, provided that the nature of Wamae's powers and duties so prescribed
shall not be inconsistent with Wamae's position and duties hereunder.
Wamae shall devote his business time, attention and energies to the
business and affairs of i3 Mobile, shall use his best efforts to advance the
best interests of i3 Mobile and shall not, during the Term, be actively engaged
in any other business activity, whether or not such business activity is pursued
for gain, profit or other pecuniary advantage, that will interfere with the
performance by Wamae of his duties hereunder or Wamae's availability to perform
such duties or that will adversely affect, or negatively reflect upon, i3
Mobile.
Subject to the provisions of i3 Mobile's Certificate of Incorporation
and Bylaws, each as amended from time to time, i3 Mobile shall indemnify Wamae
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time, for all amounts (including, without
limitation, judgments, fines, settlement payments, expenses and attorney's fees)
actually and reasonably incurred or paid by Wamae on a when- and as-incurred
basis in connection with any action, suit, investigation or proceeding arising
out of or relating to the performance by Wamae of services for, or the acting by
Wamae as a director, officer, or employee of, i3 Mobile, or any other person or
enterprise at i3 Mobile's request if Wamae acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of i3
Mobile, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. i3 Mobile shall use its
best efforts to obtain and maintain in full force and effect during the Term
directors' and officers' liability insurance policies providing full and
adequate protection to Wamae for his capacity, provided that the Board of
Directors of i3 Mobile shall have no obligation to purchase such insurance if,
in its opinion, coverage is available only on unreasonable terms. Wamae agrees
that, if it is finally judicially determined or finally determined by an
arbitrator that he is not or was not entitled to any amounts paid on his behalf
or for which he has been
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reimbursed under this third paragraph of this section 3 by virtue of having
failed to have met the standards set forth in the first sentence of this third
paragraph of this section 3, Wamae shall promptly reimburse i3 Mobile for such
amounts.
4. Place of Performance.
In connection with his employment by i3 Mobile, Wamae shall be based at
the principal executive offices of i3 Mobile which shall be in the New York
Metropolitan area..
5. Compensation.
(a) Base Salary. i3 Mobile shall pay Wamae a base salary (the "Base Salary")
at a rate of not less than $140,000 per annum, payable in equal semi-monthly
installments during the Term. The President and Chief Executive Officer of i3
Mobile at least annually will review the Base Salary and other compensation
during the Term with a view to increase thereof based upon then prevailing
industry salary scales for equivalently valued businesses for the Vice President
Business Development position, Wamae's performance, the performance of i3
Mobile, inflation and other relevant factors.
(b) Out-of-Pocket Expenses. i3 Mobile shall promptly pay to Wamae the
reasonable expenses incurred by him in the performance of his duties hereunder,
including, without limitation, those incurred in connection with business
related travel or entertainment, or, if such expenses are paid directly by
Wamae, shall promptly reimburse him for such payment, provided that Wamae
properly accounts therefor in accordance with i3 Mobile's policy. i3 Mobile
shall provide Wamae with corporate credit and phone cards to be used with
respect to the foregoing expenses.
(c) Participation in Benefit Plans. Wamae shall be eligible to participate
in the current i3 Mobile health, accident, life and disability insurance,
pension, profit sharing, stock option, stock purchase plans or arrangements.
Wamae shall also be entitled to participate in any other employee benefit plan
or arrangement made available in the future by i3 Mobile to its executives and
key management employees.
(d) Vacation. Wamae shall be entitled to paid vacation days in each calendar
year determined by i3 Mobile from time to time, in accordance with i3 Mobile's
standard vacation policy, prorated in any calendar year during which Wamae is
employed hereunder for less than an entire year in accordance with the number of
days in such year during which he is so employed. Wamae shall also be entitled
to all paid holidays given by i3 Mobile to its executives and key management
employees
(e) Incentive Compensation. i3 Mobile agrees to pay Wamae a bonus (the
"Bonus") which shall be determined by the President and Chief Executive Officer
of i3 Mobile, in addition to and separate from his Base Salary and subject to
the achievement of certain mutually agreed upon performance goals, in an amount
up to thirty-five percent (35%) of his Base Salary. Wamae shall be entitled to
the Bonus on a pro-rata basis for partial achievement of the performance goals.
6. Termination.
Wamae's employment hereunder shall be terminated upon Wamae's death and
may be terminated as follows:
(a) By i3 Mobile for "Cause." For purposes of this Agreement, a
termination for Cause shall occur if Wamae has (i) willfully failed to comply
with any of the material terms of this Agreement, (ii) willfully and repeatedly
failed to perform his duties hereunder, (iii) engaged in gross misconduct
materially injurious to i3 Mobile or (iv) been convicted of, or pleaded nolo
contendere to, a felony or a crime of moral turpitude; provided, however, that
Wamae shall receive thirty (30) days' advance written notice specifying the
actions constituting Cause and Wamae shall not have cured the actions
constituting Cause during such thirty (30) day period.
(b) By i3 Mobile due to Wamae's "Disability." For purposes of this
Agreement, a termination for Disability shall occur (i) upon the thirtieth
(30th) day after i3 Mobile has provided a written termination notice to Wamae
supported by a written statement from a reputable independent physician to the
effect that Wamae shall have
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become so incapacitated as to be unable to resume, within the ensuing twelve
(12) months, his employment hereunder by reason of physical or mental illness or
injury, or (ii) upon rendering of a written termination notice by i3 Mobile
after Wamae has been unable to substantially perform his duties hereunder for
six (6) consecutive months or for nine (9) months in any twelve (12) month
period (exclusive of any vacation permitted under Section 5(f) hereof) by reason
of any physical or mental illness. For purposes of this Section 6(b), Wamae
agrees to make himself available and to cooperate in any reasonable examination
by a reputable independent physician retained by i3 Mobile.
(c) By Wamae for "Good Reason upon Change in Control." For purposes of
this Agreement, "GOOD REASON" shall mean any of the following that occurs
coincident with or following a Change in Control, if not cured and corrected by
i3 Mobile or its successor within ten business days after written notice thereof
by Wamae to i3 Mobile or its successor: (i) any change in Wamae's title or
position that constitutes a material diminution in authority as compared to the
authority of Wamae's title or position immediately prior to the occurrence of
the Change in Control; (ii) any material reduction in the Wamae's annual base
salary as in effect on the effective date of the Change in Control; (iii) the
relocation of the principal executive offices of i3 Mobile in excess of fifty
(50) miles from their present location not consented to by Wamae or (iv) a
substantial diminution in Wamae's duties and responsibilities (other than a
change due to Wamae's Total and Permanent Disability or as an accommodation
under the Americans With Disabilities Act); provided, however, that no
diminution of title, position, duties or responsibilities shall be deemed to
occur solely because i3 Mobile becomes a subsidiary of another corporation or
entity or because there has been a change in the reporting hierarchy incident
thereto involving Wamae. "CHANGE IN CONTROL" means: (i) the effective date of
any merger, share exchange, consolidation or other reorganization or business
combination of i3 Mobile if immediately after such transaction either (A)
persons who were directors of i3 Mobile immediately prior to such transaction do
not constitute at least a majority of the directors of the surviving entity, or
(B) persons who hold a majority of the outstanding voting securities entitled to
vote generally in the election of directors of the surviving entity are not
persons who held a majority of the voting capital stock of i3 Mobile immediately
prior to such transaction; (ii) the closing of a sale or conveyance of all or
substantially all of the assets of i3 Mobile; (iii) an acquisition (other than
from i3 Mobile) in a transaction or a series of related transactions by any
person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), (excluding for this
purpose, (A) i3 Mobile or its subsidiaries, (B) any employee benefit plan of i3
Mobile or its subsidiaries which acquires beneficial ownership of voting
securities of i3 Mobile, (C) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (D) any corporation owned,
directly or indirectly, by the stockholders of i3 Mobile in substantially the
same proportions as their ownership of the then outstanding voting securities of
i3 Mobile entitled to vote generally in the election of directors) of beneficial
ownership, within the meaning of Rule 13d-3 promulgated under the Exchange Act,
of 50% or more of either the then outstanding shares of common stock or the
combined voting power of i3 Mobile's then outstanding voting securities entitled
to vote generally in the election of directors; (iv) individuals who were the
Board's nominees for election as directors immediately prior to a meeting of the
stockholders of i3 Mobile involving an actual or threatened election contest
relating to the election of the directors of i3 Mobile, as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, cease to
constitute a majority of the Board following the election; or (v) the
dissolution or liquidation of i3 Mobile.
7. Compensation upon Termination.
(a) In the event of the termination of Wamae's employment as a result of
Wamae's death, i3 Mobile shall (i) pay to Wamae's estate his Base Salary and
Bonus through the date of his death and (ii) for the longer of twelve (12)
months following his death or the balance of the Term (as if such termination
had not occurred) provide continuation coverage to the members of Wamae's family
under all major medical and other health, accident, life or other disability
plans and programs in which such family members participated immediately prior
to his death.
(b) In the event of the termination of Wamae's employment by i3 Mobile for
Cause or by Wamae other than for Good Reason upon Change in Control, i3 Mobile
shall pay to Wamae his Base Salary and accrued Bonus through the date of his
termination, and Wamae shall have no further entitlement to any other
compensation or benefits from i3 Mobile.
(c) In the event of the termination of Wamae's employment by i3 Mobile due
to Disability, i3 Mobile shall pay to Wamae his Base Salary and accrued Bonus
through the date of his termination. In addition, for twelve (12)
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months following any such termination, i3 Mobile shall (i) continue to pay Wamae
the Base Salary in effect at the time of such termination less the amount, if
any, then payable to Wamae under any disability benefits of i3 Mobile and (ii)
provide Wamae continuation coverage under all major medical and other health,
accident, life or other disability plans and programs in which Wamae
participated immediately prior to such termination.
(d) In the event that Wamae's employment is terminated (i) by i3 Mobile
other than (A) as a result of Wamae's death or (B) for reasons specified in
Section 6(a) or (b) or (ii) by Wamae for Good Reason upon Change in Control, i3
Mobile shall continue to pay to Wamae his Base Salary and Bonus for the greater
of twelve (12) months following any such termination or the balance of the Term
(as if such termination has not occurred) and provide Wamae continuation
coverage under all major medical and other health, accident, life or other
disability plans or programs in which Wamae participated immediately prior to
such termination for the same period. Notwithstanding the foregoing, the amounts
otherwise payable to Wamae pursuant to this Section 7(d) shall be subject to
reduction (but not below zero) to the extent determined necessary by i3 Mobile
to prevent any payments or benefits to or for the benefit of Wamae (whether
pursuant to this Agreement or any other plan, arrangement or agreement) from
being treated as a "parachute payment" under Section 280G of the Internal
Revenue Code of 1986, as amended. In the event that Wamae's employment is
terminated by Wamae for Good Reason upon Change in Control, all stock options
and other equity incentive awards granted to Wamae by i3 Mobile shall
immediately fully vest on an accelerated basis and be exercisable for a 30-day
period following the occurrence of the event comprising Good Reason upon Change
in Control.
(e) If Wamae disputes the termination of his employment by i3 Mobile
pursuant to Section 6(a) or 6(b) herein and such dispute results in a final
determination to the effect that i3 Mobile did not have a proper basis for such
termination, i3 Mobile shall promptly pay to Wamae all payments Wamae would have
been entitled to receive had his employment hereunder had not been improperly
terminated; provided, however, that any payments or benefits under this Section
7(e) shall be reduced by the amount of any payments or benefits provided under
any other provision of Section 7 hereof.
(f) The continuation coverage under any major medical and other health,
accident, life or other disability plans and programs for the periods provided
in Section 7(a), 7(c) and 7(d) shall be provided (i) at the expense of i3 Mobile
and (ii) in satisfaction of i3 Mobile's obligation under Section 4980B of the
Internal Revenue Code (and any similar state law) with respect to the period of
time such benefits are continued hereunder.
(g) This Section 7 sets forth the only obligations of i3 Mobile with respect
to the termination of Wamae's employment with i3 Mobile, and Wamae acknowledges
that, upon the termination of his employment, he shall not be entitled to any
payments or benefits which are not explicitly provided herein.
8. Covenant Regarding Inventions and Copyrights.
Wamae shall disclose promptly to i3 Mobile any and all inventions,
discoveries, improvements and patentable or copyrightable works initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term and related to the business or activities of i3 Mobile and he assigns all
of his interest therein to i3 Mobile or its nominee; whenever requested to do so
by i3 Mobile, Wamae shall execute any and all applications, assignments or other
instruments which i3 Mobile shall deem necessary to apply for and obtain letters
patent or copyrights of the United States or any foreign country, or otherwise
protect i3 Mobile's interest therein. These obligations shall continue beyond
the conclusion of the Term with respect to inventions, discoveries, improvements
or copyrightable works initiated, conceived or made by Wamae during the Term and
shall be binding upon Wamae's assigns, executors, administrators and other legal
representatives.
9. Protection of Confidential Information.
Wamae acknowledges that he has been and will be provided with
information about, and his employment by i3 Mobile will, throughout the Term,
bring him into close contact with, many confidential affairs of i3 Mobile and
its subsidiaries, including proprietary information about costs, profits,
markets, sales, products, key personnel, pricing policies, operational methods,
technical processes and other business affairs and methods, plans for future
developments and other information not readily available to the public, all of
which are highly confidential and proprietary and all of which were developed by
i3 Mobile at great effort and expense. Wamae further acknowledges that the
services to be performed by him under this Agreement are of a special, unique,
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unusual, extraordinary and intellectual character, that the business of i3
Mobile will be conducted throughout the world (the "Territory"), that its
services will be marketed throughout the Territory, that i3 Mobile competes and
will compete in all of its business activities with other organizations which
are located in any part of the Territory and that the nature of the relationship
of Wamae with i3 Mobile is such that Wamae is capable of competing with i3
Mobile from nearly any location in the Territory. In recognition of the
foregoing, Wamae covenants and agrees during the Term and for a period of five
(5) years thereafter:
(i) That he will keep secret all confidential matters of i3 Mobile and not
disclose them to anyone outside of i3 Mobile, either during or after the Term,
except with i3 Mobile's prior written consent or, if during the Term, in the
performance of his duties hereunder, Wamae makes a good faith determination that
it is the best interest of i3 Mobile and to disclose such matters;
(ii) That he will not make use of any such confidential matters for his own
purposes or the benefit of anyone other than i3 Mobile; and
(iii) That he will deliver promptly to i3 Mobile on termination of this
Agreement, or at any time i3 Mobile may so request, all confidential memoranda,
notes, records, reports and other confidential documents (and all copies
thereof) relating to the business of i3 Mobile, which he may then possess or
have under his control.
10. Restriction on Competition, Interference and Solicitation.
In recognition of the considerations described in Section 9 hereof,
Wamae covenants and agrees that, during the Term and for a period of one (1)
year or such longer period of time during which Wamae is continuing to receive
compensation from the i3 Mobile after such termination, Wamae will not, directly
or indirectly, (A) enter into the employ of, or render any services to, any
person, firm or corporation engaged in any business directly competitive with
the business of i3 Mobile in any part of the Territory in which i3 Mobile is
actively engaged in business on the date of termination; (B) engage in any such
business for his own account; (C) become interested in any such business as an
individual, partner, shareholder, creditor, director, officer, principal, agent,
employee, trustee, consultant, advisor, franchisee or in any other relationship
or capacity; or (D) interfere with i3 Mobile's relationship with, or endeavor to
employ or entice away from i3 Mobile any person, firm, corporation, governmental
entity or other business organization who or which is or was an employee,
customer or supplier of, or maintained a business relationship with, i3 Mobile
at any time (whether before or after the Term), or which i3 Mobile has solicited
or prepared to solicit; provided, however, that the provisions of clause (A)
shall not be deemed to preclude Wamae from engagement by a corporation some of
the activities of which are competitive with the business of i3 Mobile if
Wamae's engagement does not relate, directly or indirectly, to such competitive
business, and nothing contained in this Section 10 shall be deemed to prohibit
Wamae from acquiring or holding, solely for investment, publicly traded
securities of any corporation some of the activities of which are competitive
with the business of i3 Mobile so long as such securities do not, in the
aggregate, constitute more than five percent (5%) of any class or series of
outstanding securities of such corporation.
11. Specific Remedies.
For purposes of Sections 8, 9 and 10 of this Agreement, references to i3
Mobile shall include all current and future majority-owned subsidiaries of i3
Mobile and all current and future joint ventures in which i3 Mobile may from
time to time be involved. It is understood by Wamae and i3 Mobile that the
covenants contained in this Section 11 and in Sections 8, 9 and 10 hereof are
essential elements of this Agreement and that, but for the agreement of Wamae to
comply with such covenants, i3 Mobile would not have agreed to enter into this
Agreement. i3 Mobile and Wamae have independently consulted with their
respective counsel and have been advised concerning the reasonableness and
propriety of such covenants with specific regard to the nature of the business
conducted by i3 Mobile and all interests of i3 Mobile. Wamae agrees that the
covenants of Sections 8, 9 or 10 hereof are reasonable and valid. If Wamae
commits a breach of any of the provisions of Sections 8, 9 or 10 hereof, such
breach shall be deemed to be grounds for termination for Cause. In addition,
Wamae acknowledges that i3 Mobile may have no adequate remedy at law if he
violates any of the terms hereof. Wamae therefore understands and agrees that i3
Mobile shall have (i) the right to have such provisions specifically enforced by
any court having equity jurisdiction, it being acknowledged and agreed that any
such breach will cause irreparable injury to i3 Mobile and that money damages
will not provide an adequate remedy to i3 Mobile, and (ii) the right to require
Wamae to account for and pay over to i3 Mobile all compensation, profits,
monies, accruals,
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increments and other benefits (collectively "Benefits") derived or received by
Wamae as a result of any transaction constituting a breach of any of the
provisions of Sections 8, 9 or 10 and Wamae hereby agrees to account for and pay
over such Benefits to i3 Mobile.
12. Independence, Severability and Non-Exclusivity.
Each of the rights enumerated in Sections 8, 9 or 10 hereof and the
remedies enumerated in Section 11 hereof shall be independent of the others and
shall be in addition to and not in lieu of any other rights and remedies
available to i3 Mobile at law or in equity. If any of the covenants contained in
Sections 8, 9 or 10, or any part of any of them, is hereafter construed or
adjudicated to be invalid or unenforceable, the same shall not affect the
remainder of the covenant or covenants or right or remedies which shall be given
full effect without regard to the invalid portions. The parties intend to and do
hereby confer jurisdiction to enforce the covenants contained in Section 8, 9 or
10 and the remedies enumerated in Section 11 upon the federal and state courts
of Connecticut sitting in Fairfield County. If any of the covenants contained in
Sections 8, 9 or 10 is held to be invalid or unenforceable because of the
duration of such provision or the area covered thereby, the parties agree that
the court making such determination shall be the power to reduce the duration
and/or area of such provision and in its reduced from said provision shall then
be enforceable. No such holding of invalidity or unenforceability in one
jurisdiction shall bar or in any way affect i3 Mobile's right to the relief
provided in Section 11 or otherwise in the courts of any other state or
jurisdiction within the geographical scope of such covenants as to breaches of
such covenants in such other respective states or jurisdictions, such covenants
being, for this purpose, severable into diverse and independent covenants.
13. Disputes. If i3 Mobile or Wamae shall dispute any termination of Wamae's
employment hereunder or if a dispute concerning any payment hereunder shall
exist:
(a) either party shall have the right (but not the obligation), in addition
to all other rights and remedies provided by law, to compel binding, enforceable
and non-appealable arbitration of the dispute in the City of New York under the
rules of the American Arbitration Association by giving written notice of
arbitration to the other party within thirty (30) days after notice of such
dispute has been received by the party to whom notice has been given; and
(b) if such dispute (whether or not submitted to arbitration pursuant to
Section 13(a) hereof) results in a determination that (i) i3 Mobile did not have
the right to terminate Wamae's employment under the provisions of this Agreement
or (ii) the position taken by Wamae concerning payments to Wamae is correct, i3
Mobile shall promptly pay, or if theretofore paid by Wamae, shall promptly
reimburse Wamae for, all costs and expenses (including reasonable attorneys'
fees) reasonably incurred by Wamae in connection with such dispute.
14. Successors; Binding Agreement.
In the event of a future disposition by i3 Mobile (whether direct or
indirect), by sale of assets or stock, merger, consolidation or otherwise of all
or substantially all of its business and/or assets in a transaction to which
Wamae consents, i3 Mobile will require any successor, by agreement in form and
substance satisfactory to Wamae, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that i3 Mobile would be
required to perform if no such disposition had taken place. This Agreement and
all rights of Wamae hereunder shall inure to the benefit of, and be enforceable
by, Wamae's personal or legal representatives, executors, administrators,
administrators cta, successors, heirs, distributees, devisees and legatees. If
Wamae should die while any amount would still be payable to him hereunder if he
had continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement to Wamae's estate.
15. Notices.
All notices, consents and other communications required or permitted to
be given by any party hereunder shall be in writing (including telecopy or other
similar writing) and shall be given be personal delivery, certified or
registered mail, postage prepaid, or telecopy (or other similar writing) as
follows:
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To i3 Mobile: 000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: President and Chief Executive Officer
Telecopy: (000) 000-0000
To Wamae: 00 Xxxxxxxxx Xxxx, Xxx. 00X
Xxxxxxxx, XX 00000
or at such other address or telecopy number (or other similar number) as either
party may from time to time specify to the other. Any notice, consent or other
communication required or permitted to be given hereunder shall have been deemed
to be given on the date of mailing, personal delivery or telecopy or other
similar means (provided the appropriate answer back is received) thereof and
shall be conclusively presumed to have been received on the second business day
following the date of mailing or, in the case of personal delivery or telecopy
or other similar means, the day of delivery thereof, except that a change of
address shall not be effective until actually received.
16. Modifications and Waivers.
No term, provision or condition of this Agreement may be modified or
discharged unless such modification or discharge is authorized by the President
and Chief Executive Officer or Board of Directors of i3 Mobile and is agreed to
in writing and signed by Wamae. No waiver by either party hereto of any breach
by the other party hereto of any term, provision or condition of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
17. Entire Agreement.
This Agreement constitutes the entire understanding between the parties
hereto relating to the subject matter hereof, superseding all negotiations,
prior discussions, preliminary agreements and agreements relating to the subject
matter hereof made prior to the date hereof.
18. Law Governing.
Except as otherwise explicitly noted, this Agreement shall be governed
by and construed in accordance with the laws of the State of Connecticut
(without giving effect to the principles of conflicts of law).
19. Invalidity.
Except as otherwise specified herein, the invalidity or unenforceability
of any term or terms of this Agreement shall not invalidate, make unenforceable
or otherwise affect any other term of this Agreement which shall remain in full
force and effect.
20. Headings.
The headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year set forth above.
i3 MOBILE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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President and Chief Executive Officer
/s/ Mwangi Wamae
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Mwangi Wamae
