EXHIBIT 10.57
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 19, 2002,
among THE MIIX GROUP, INCORPORATED, a Delaware corporation ("MIIX Group"), NEW
JERSEY STATE MEDICAL UNDERWRITERS, INC., a New Jersey corporation
("Underwriter"), each having offices at Two Princess Road, Lawrenceville, New
Jersey (together, the "Company") and XXXXXXX XXXXXX (the "Employee"), residing
at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx, XX 00000.
WITNESSETH:
WHEREAS, MIIX Group is the parent company of Underwriter owning all of
the issued and outstanding common stock of Underwriter; and
WHEREAS, the Company deems it to be in its best interest to secure and
retain for the Company the services of the Employee and the Employee desires to
work for the Company upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and
undertakings contained herein and intending to be legally bound hereby, the
parties hereto agree, as follows:
1. EMPLOYMENT BY THE COMPANY.
1.1. The term of this Agreement shall be for a period of two years
commencing on March 19, 2002 and ending on March 18, 2004, unless earlier
terminated by the Employee or the Company as provided and upon the terms set
forth in this Agreement. This Agreement shall
automatically renew for successive two year terms, unless notice of termination
sixty days prior to the expiration of this Agreement is provided by either
party.
1.2. POSITION AND DUTIES. The Employee is engaged hereunder as
Senior Vice President and Chief Financial Officer of MIIX Group and agrees to
perform the duties and services incident to that position, or such other or
further duties and services of a similar nature as may be required of him by the
Chief Executive Officer or such other superior officer of MIIX Group. The
Employee agrees that, if requested, he shall serve as an officer of the Company
and/or of any affiliate, without additional compensation. The Employee shall
have the power and authority as shall reasonably be required to enable him to
perform his duties under this Agreement in an efficient manner. The Employee
agrees to perform the duties and responsibilities called for hereunder to the
best of his ability and to devote his full time, energies and skills to such
duties and to the promotion of the business and interests of the Company and any
affiliate. The Employee may participate in charitable and similar activities,
may be a director of a company that does not compete with the Company or any
affiliate (which shall not include a "competitor" as defined by Section 5.1 of
this Agreement) and may have business interests in passive investments which,
from time to time, may require portions of his time, but such activities shall
be performed in a manner consistent with his obligations hereunder.
2. COMPENSATION AND OTHER BENEFITS.
2.1. BASE SALARY. The Company shall pay to the Employee for the
performance of his duties hereunder, an initial base salary of $300,000 per
annum (the "Base
-2-
Salary"), payable in accordance with the Company's normal payroll practices.
Thereafter, the amount of the Base Salary may be reviewed and adjusted as
appropriate by the Board of Directors of MIIX Group, taking into account the
recommendation of the Chief Executive Officer or such other superior officer of
MIIX Group, in accordance with executive compensation review practices.
2.2. RETENTION BONUS. In consideration of the Employee's acceptance
and continuation of employment with the Company, the Company shall pay the
Employee a retention bonus which shall vest and be payable as follows: 25% of
Base Salary on September 19, 2002, 25% of Base Salary on March 19, 2003 and 50%
of Base Salary on September 19, 2003; provided, however, that upon the
termination of the Employee's employment by the Company without cause following
either a Change in Control (as defined in Section 3.5) or the placing of MIIX
Insurance Company by regulatory authorities into statutory rehabilitation or
liquidation, the vesting and payment of any unpaid portion of the retention
bonus shall be accelerated to the date of termination of the Employee's
employment.
2.3. CASH INCENTIVE PLAN. The Employee shall be eligible to receive
an annual bonus pursuant to MIIX Group's Cash Incentive Plan, or similar plans
which may be in effect from time to time, at the discretion of the Board of
Directors of MIIX Group, based on the Company's and the Employee's achievement
of goals and objectives established by the Board on an annual basis. The Board
shall use its reasonable judgment in determining whether such goals and
objectives have been met and the amount, if any, of the bonus to be
-3-
paid to the Employee. Subject to the Board's discretion, the target cash bonus
to be paid to the Employee upon full achievement of goals and objectives
established by the Board shall be 50% of Base Salary. It is anticipated that any
bonus will be paid on or before March 31 of the succeeding year.
2.4. AMENDED AND RESTATED 1998 LONG TERM INCENTIVE EQUITY PLAN. The
Employee shall be entitled to participate in MIIX Group's Amended and Restated
1998 Long Term Incentive Equity Plan ("Long Term Incentive Equity Plan"), or
similar plans which may be in effect from time to time for executives of the
Company. The Employee is hereby granted, effective March 19, 2002, a
Non-Qualified Stock Option, as defined in the Long Term Incentive Equity Plan,
to purchase 35,000 shares of common stock of MIIX Group pursuant to and which
shall vest in accordance with the terms of the Long Term Incentive Equity Plan
Non-Qualified Stock Option Agreement, a copy of which is attached as Exhibit A
(the "Stock Option Agreement"). The Employee shall be entitled to receive
dividend equivalents on such option shares as dividends are declared and paid on
the common stock of MIIX Group, provided, however, that any such dividend
equivalents, and the interest earned thereon, shall be forfeited as to any
unvested option shares that are forfeited by the Employee pursuant to the terms
of the Long Term Incentive Equity Plan. The Employee and MIIX Group shall,
simultaneous with the execution of this Agreement, execute the Stock Option
Agreement. The grant of any additional options to purchase shares of common
stock of MIIX Group under the Long Term Incentive Equity Plan shall be at the
-4-
sole discretion of the Board of Directors of MIIX Group and shall be based on
the achievement of performance goals established by the Board.
2.5. RESTRICTED STOCK GRANT. The Employee is hereby granted,
effective as of the effective date of this Agreement, the right to receive
10,000 shares of MIIX Group common stock valued as of the effective date of this
Agreement that are restricted from transfer prior to vesting and for a period of
one year from the date of vesting, of which one-third shall vest on September
19, 2002, one-third shall vest on March 19, 2003 and one-third shall vest on
September 19, 2003; provided, however, that if the Employee's employment with
the Company is terminated for any reason, either voluntarily or involuntarily,
his right to receive any shares of such restricted stock that have not vested as
of the date of such termination of employment shall be forfeited, unless
otherwise determined by the Board of MIIX Group as provided in the Long Term
Incentive Equity Plan. Upon vesting, and upon the request of the Employee, the
Company shall make a loan to the Employee on the same terms and conditions as
loans under the Company's Stock Purchase and Loan Program, in an amount equal to
the tax that would be imposed in respect of such vesting at the highest marginal
rate applicable to individuals under the Internal Revenue Code and to residents
in the state of residence of the Employee.
2.6. DEFERRED COMPENSATION. The Employee shall be eligible to
participate in the Company's Deferred Compensation Plan, or similar plans which
may be in effect from time to time, by which the Employee is permitted to defer
compensation and receive benefits in a future year in accordance with the terms
of the Deferred Compensation
-5-
Plan. The Employee and the Company shall, simultaneous with the execution of
this Agreement, execute the Deferred Compensation Plan, a copy of which is
attached hereto as Exhibit B.
2.7. EMPLOYEE BENEFITS. During the term of this Agreement, the
Employee shall be entitled to participate in all of the benefit programs
provided to similar employees of the Company, including, without limitation, all
medical, disability, dental and life insurance benefits, retirement programs,
incentive compensation plans, automobile expense reimbursement programs ($9,000
annually; paid out in bi-weekly payroll), executive perk accounts (4% of Base
Salary) and other employee benefit programs now in existence or hereafter
adopted by the Company, as such plans, programs, practices or policies may be in
effect from time to time.
2.8. VACATION. In addition to such holidays as are established by
the policies of the Company, the Employee shall be entitled to 35 days of paid
time off in accordance with the Company's Paid Time Off policy as applicable to
executives of the Company, as in effect from time to time, during which his
compensation shall be paid, provided, however, that the Employee may not take
more than two consecutive weeks of vacation without the prior approval of the
Chief Executive Officer or such other superior officer of MIIX Group. Unused
vacation time can be carried over only in accordance with the Company's Paid
Time Off policy.
2.9. REIMBURSEMENT OF EXPENSES. The Company shall reimburse the
Employee for all reasonable expenses incurred by the Employee in connection with
his
-6-
employment hereunder, provided, however, that such expenses were incurred in
conformance with the policies of the Company, as established from time to time,
and the Employee submits detailed vouchers and other records reasonably required
by the Company in support of the amount and nature of such expenses.
2.10. TAXES AND WITHHOLDING. All compensation payable and other
benefits provided under this Agreement shall be subject to customary withholding
for income, F.I.C.A. and other employment taxes.
2.11. PHYSICAL EXAMINATION. The Employee shall submit to a physical
examination by a qualified physician on an annual basis which shall be paid for
by the Company and the results of such examination shall be made available to
the Company.
3. TERMINATION OF EMPLOYMENT.
3.1. DEATH OF THE EMPLOYEE. The Employee's employment under this
Agreement shall terminate immediately upon the Employee's death and the
Employee's estate (or his beneficiary as may be appropriate) shall be entitled
to receive:
(a) the balance of his accrued and unpaid Base Salary,
(b) unreimbursed expenses,
(c) unused accrued paid time off through the date of his death,
and
(d) any other benefits earned by the Employee and vested (if
applicable) as of the date of his death under any employee benefit plan of
MIIX Group or its affiliates in which the Employee participates.
-7-
3.2. DISABILITY OF EMPLOYEE. If the Employee, in the reasonable
opinion of the Company, is unable to perform his duties under this Agreement by
reason of incapacity, either physical or mental, as determined in accordance
with the MIIX Group of Companies Long Term Disability Group Benefit Plan (the
"LTD Plan"), or similar plan which may be in effect from time to time, the
Company shall have the right to terminate the Employee's employment upon written
notice to the Employee, whereupon such termination shall be effective as of the
date specified in such notice (the "Termination Date") and the Company shall
have no further obligations under this Agreement, except the obligation to pay
to the Employee:
(a) the balance of his accrued and unpaid Base Salary,
(b) unreimbursed expenses,
(c) unused, accrued paid time off through the Termination Date,
(d) any other applicable severance payments provided for in
Section 4 hereof, and
(e) any other benefits earned by the Employee and vested (if
applicable) as of the Termination Date under any employee benefit plan of
the Company or its affiliates in which the Employee participates.
If the Company determines not to terminate the Employee's employment in
the event of a disability as allowed under this Section 3.2, the Company shall
continue to pay Base Salary to the Employee for a period of up to ninety days,
and shall pay the difference between Base Salary and benefits paid to the
Employee under the LTD Plan for a period of
-8-
up to six months thereafter, paid in accordance with the Company's
normal payroll practices, while the Employee is not working. If the Employee, in
the reasonable opinion of the Company, remains disabled at the end of such nine
month period, his employment shall be deemed terminated and he shall receive the
benefits provided for in this Section 3.2.
3.3. TERMINATION FOR CAUSE.
1. For purposes of this Agreement, "for cause" shall mean the
termination of the Employee's employment with the Company as a result of any of
the following:
(a) the willful engaging by the Employee in conduct which is
materially injurious to or contrary to the best interests of
the Company, monetarily or otherwise;
(b) the willful failure by the Employee to perform such duties as
may be delegated or assigned to the Employee by the Chief Executive
Officer or such other superior officer of MIIX Group;
(c) the willful failure by the Employee to follow the directives
or instructions of the Chief Executive Officer or such other superior
officer of MIIX Group;
(d) the repeated and consistent failure of the Employee to be
present at work and devote his full time best efforts to the
performance of his duties under this Agreement, except as set forth above
in connection with the Employee's disability;
-9-
(e) gross negligence in the performance of his duties on behalf of
the Company;
(f) the Employee's conviction of, or plea of no contest to, a
felony or any crime involving moral turpitude; or
(g) the commission by the Employee of an act, or the omission of
an act, that would constitute a material breach of this Agreement.
2. The Employee's employment under this Agreement shall terminate
immediately upon written notice from the Company that the Company is terminating
the Employee for cause. Upon the Company's termination of the Employee for
cause, the Company shall be required to pay to the Employee:
(a) the balance of his accrued and unpaid Base Salary,
(b) unreimbursed expenses,
(c) unused, accrued paid time off through the Termination
Date, and
(d) any other benefits earned by the Employee and vested (if
applicable) as of the Termination Date under any employee benefit plan of
the Company or any affiliate in which the Employee participates.
3.4. TERMINATION WITHOUT CAUSE. The Company may terminate the
Employee's employment without cause under this Agreement at any time upon
written notice to the Employee specifying the date of termination. In the event
of a termination without cause, the Company shall make payments to the Employee
in accordance with Section 4 below.
-10-
3.5. TERMINATION FOLLOWING A CHANGE IN CONTROL.
1. In the event that the Company terminates the Employee's employment
during the six month period following a Change in Control (as hereinafter
defined), the Employee shall be entitled to receive:
(a) the accrued and unpaid balance of his Base Salary,
(b) Base Salary for the 36 month period following the
Termination Date, paid, at the option of the Company, in accordance with the
Company's normal payroll practices or in a lump sum,
(c) unreimbursed expenses,
(d) unused, accrued paid time off through the Termination
Date,
(e) any other benefits earned by the Employee and vested (if
applicable) as of the Termination Date under the terms of any employee benefit
plan of the Company or its affiliates in which the Employee participates, and
(f) for the 36 month period following the Termination Date,
coverage for the Employee and his dependents (if applicable) under the standard
health benefit plans of the Company in which the Employee participates.
In addition to the foregoing, upon the termination of the Employee's
employment during the six month period following a Change in Control, all
unvested restricted stock grants and stock option grants shall vest on the
Termination Date and such vested stock options may be exercised for a period of
three months following the Termination Date after which they shall be deemed
terminated and no longer exercisable.
-11-
The Company shall also be responsible for any tax penalty which may be
imposed upon the Employee in connection with the payments to be made or the
vesting of restricted stock or stock option grants under this Section 3.5.
2. For purposes of this Agreement, "Change in Control" shall mean the
occurrence of any of the following events:
(a) the acquisition in one or more transactions by any "Person"
(as such term is used for purposes of Section 13(d) or Section 14(d) of the
Securities Exchange Act of 1934, as amended) but excluding, for this purpose,
MIIX Group or its affiliates or any employee benefit plan of MIIX Group or its
affiliates, of "Beneficial Ownership" (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) of thirty-five percent (35%) or
more of the combined voting power of MIIX Group's then outstanding voting
securities.
(b) the individuals who, as of the date hereof, constitute the
Board of Directors of MIIX Group (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that if the
election, or nomination for election by MIIX Group's shareholders, of any new
director was approved by a vote of at least a majority of the Incumbent Board,
such new director shall be considered as a member of the Incumbent Board, and
provided further that any reductions in the size of the Board that are
instituted voluntarily by the Incumbent Board shall not constitute a Change in
Control, and after any such reduction the "Incumbent Board" shall mean the Board
as so reduced;
-12-
(c) a merger or consolidation involving MIIX Group if the
shareholders of MIIX Group, immediately before such merger or consolidation, do
not own, directly or indirectly, immediately following such merger or
consolidation, more than sixty-five percent (65%) of the combined voting power
of the outstanding voting securities of the corporation resulting from such
merger or consolidation or a complete liquidation or dissolution of MIIX Group
or a sale or other disposition of all or substantially all of the assets of MIIX
Group; or
(d) the acceptance by the shareholders of MIIX Group of shares in
a share exchange if the shareholders of MIIX Group, immediately before such
share exchange, do not own, directly or indirectly, immediately following such
share exchange, more than sixty-five percent (65%) of the combined voting power
of the outstanding voting securities of the corporation resulting from such
share exchange.
3.6. TERMINATION BY THE EMPLOYEE. The Employee may terminate his
employment under this Agreement at any time upon not less than thirty days prior
written notice to the Company. The Company may, however, elect to accelerate the
date of termination. In the event of such a termination, the Company shall be
required to pay to the Employee:
(a) the balance of his accrued and unpaid Base Salary,
(b) unreimbursed expenses,
(c) unused, accrued paid time off through the Termination
Date,
-13-
(d) any other benefits earned by the Employee and vested (if
applicable) as of the Termination Date under any employee benefit plan of
the Company or its affiliates in which the Employee participates.
4. SEVERANCE.
4.1. PAYMENTS BY THE COMPANY. In the event that the Company terminates
the Employee's employment without cause, or in the event that the Company
determines to terminate the Employee's employment under Section 3.2 hereof, the
Employee shall be entitled to receive:
(a) the balance of his accrued and unpaid Base Salary,
(b) unreimbursed expenses,
(c) unused, accrued paid time off through the Termination Date,
(d) any other benefits earned by the Employee and vested (if
applicable) as of the Termination Date under any employee benefit plan of
the Company or any affiliate in which the Employee participates,
(e) for the 24 month period following the Termination Date,
coverage for the Employee and his dependents (if applicable) under the
standard health benefit plans of the Company in which the Employee
participates, and
(f) Base Salary, paid in accordance with the Company's normal
payroll practices, commencing on the Termination Date and ending 24 months
from the Termination Date; provided, however, that in the event that the
Employee has
-14-
obtained full-time employment with any third party or as an independent
consultant at any time following 12 months from the Termination Date:
(a) at an annual amount equal to or greater than his Base Salary
at the Company on the date of his termination, the payments provided for
in this subsection shall cease; or
(b) at an annual amount lower than his Base Salary at the Company
on the date of his termination, the Company shall pay to the Employee an
amount equal to such difference from the date on which the Employee
obtains such full-time employment through the end of the 24 month payment
period. Following the expiration of 12 months from the Termination Date,
and except during any period of disability as described in Section 3.2,
the Employee shall have a duty to undertake to secure new employment. The
Employee shall immediately notify the Company in writing of such
employment and any payments received by the Employee.
In addition to the foregoing, upon the termination of the Employee's
employment without cause, all unvested restricted stock grants and stock option
grants that would have vested during the 24 month period following the
Termination Date shall vest on the Termination Date and such vested stock
options may be exercised for a period of three months following the Termination
Date after which they shall be deemed terminated and no longer exercisable.
-15-
4.2. RESIGNATIONS FROM POSITIONS. The Employee specifically agrees
that upon his termination of employment with the Company, whether voluntary or
involuntary, his position as an officer or as a member of the Board of Directors
of MIIX Group, MIIX Insurance Company, Underwriter or any affiliate shall cease
and this Agreement shall constitute notice of the Employee's resignation in such
regard.
5. NON-COMPETITION.
5.1. DEFINITION OF "COMPETITOR". For purposes of this Agreement,
"competitor" shall mean any company engaged in or about to be engaged in the
business of selling or marketing a product or service in the medical
professional liability insurance business which is similar to any product or
service sold or marketed or about to be sold or marketed by the Company or any
affiliate and the successors thereof, respectively.
5.2. TERM OF NON-COMPETITION. The Employee agrees that for so long
as he is employed by the Company and for a period of one year after the
termination thereof, whether voluntary or involuntary, he will not, directly or
indirectly, whether for compensation or not, own, manage, operate, join, control
or participate in, or be connected as a stockholder, officer, employee, partner,
creditor, guarantor, consultant, advisor or otherwise, with a competitor that is
engaged in or about to be engaged in business in any geographic area where the
Company or any affiliate are doing business. The foregoing shall not be
construed, however, as preventing the Employee from investing his assets in such
form or manner as will not require services on the part of the Employee in the
operations of the businesses in which such investments are made and provided
that any such business is
-16-
publicly-owned and the interest of the Employee therein is solely that of a
passive investor owning not more than five (5%) percent of the outstanding
equity securities of any such business.
5.3. SOLICITATION OF COMPANY CLIENTS. For the period of one year
after the termination of the Employee's employment with the Company or any
affiliate, whether voluntary or involuntary, the Employee shall not, directly or
indirectly, call upon or solicit insurance or consulting business from any
person or entity who is or was a client of the Company or any affiliate at any
time within a period of twelve months immediately prior to the Termination Date,
or any broker, agent or consultant of such person or entity, without the express
written consent of the Company.
5.4. SOLICITATION OF COMPANY EMPLOYEES. For the period of one year
after the termination of the Employee's employment with the Company or any
affiliate, whether voluntary or involuntary, the Employee shall not, directly or
indirectly, hire, retain or engage as a director, officer, employee, agent,
consultant, advisor or in any other capacity any person or persons who are
employed by the Company or any affiliate or who were at any time within a period
of six months immediately prior to the Termination Date employed by the Company
or any affiliate or otherwise interfere with the relationship between such
persons and the Company or its affiliates, without the express written consent
of the Company.
5.5. REMEDIES. The parties acknowledge and agree that the
Employee's services hereunder are special, unique, unusual and extraordinary,
giving them peculiar
-17-
value, the loss of which cannot be reasonably or adequately compensated solely
by damages, and in the event that the Employee breaches any provision of this
Section 5, the Company shall be entitled to equitable relief by way of
injunction or otherwise. In the event that the period of time or geographic area
herein specified should be adjudged unreasonable in any court proceeding, then
the period of time shall be reduced by such number of months or the geographic
area shall be reduced by elimination of such portion thereof as deemed
unreasonable, so that this Agreement may be enforced during such period of time
and in such geographic area as is adjudged to be reasonable. In the event that
the Employee breaches any of the provisions of this Section 5, the Company also
shall be entitled to cease all payments and benefits under the terms of this
Agreement and to pursue all remedies which the Company might have including, but
not limited to, those contained in this Agreement.
6. CONFIDENTIALITY.
6.1. DEFINITION OF "CONFIDENTIAL INFORMATION". For the purposes of
this Agreement, "Confidential Information" shall mean all information about the
Company or any affiliate relating to any of their products or services or any
phase of their operations, including, without limitation, business plans and
strategies, trade secrets, marketing and distribution information, business
results, underwriting information and methods, identities of insureds and claims
defense and recovery methods and procedures not generally known through
legitimate means to any of its competitors, with which the Employee becomes
acquainted during the term of his employment.
-18-
6.2. CONFIDENTIAL TREATMENT. During the time of employment, or at
any time thereafter, the Employee shall not disclose or make available to any
person or entity any Confidential Information without the express prior written
authorization of the Company. All records, files, materials and Confidential
Information obtained by the Employee in the course of his employment with the
Company are confidential and proprietary and shall remain the exclusive property
of the Company or its affiliates, as the case may be. Upon the termination of
the Employee's employment with the Company or any affiliate, or at any time upon
the request of the Company, the Employee (or his heirs or personal
representatives, as applicable) shall deliver to the Company all documents and
materials containing Confidential Information relating to the business or
affairs of the Company or its affiliates, or their customers or clients, and all
other documents, materials and other property belonging to the Company or its
affiliates, or their customers or clients that are in the possession or under
the control of the Employee.
6.3. REMEDIES. The parties acknowledge and agree that Confidential
Information is vital to the operations of the Company and its affiliates and
that the loss suffered by breach of any of the provisions of this Section 6
cannot be reasonably or adequately compensated for by damages, and in the event
that the Employee breaches this Section, the Company shall be entitled to
equitable relief by way of injunction or otherwise. In the event that the
Employee breaches any of the provisions of this Section 6, the Company also
shall be entitled to cease all payments and benefits under the terms of this
Agreement
-19-
and shall be entitled to pursue all remedies which the Company might have
including, but not limited to, those contained in this Agreement.
7. SEVERABILITY. The terms of this Agreement and each Paragraph and
Section hereof shall be considered severable and the invalidity or
unenforceability of any part thereof shall not affect the validity or
enforceability of the remaining portions or provisions hereof.
8. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient, if in writing and delivered by mail or overnight
delivery service, to his residence, in the case of the Employee or to its
principal office in the case of the Company.
9. ASSIGNMENT. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon its successors and
assigns. Neither this Agreement nor any rights or interests herein or created
hereby may be assigned or otherwise transferred voluntarily or involuntarily by
the Employee.
10. WAIVER. The waiver by the Company or the Employee of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach.
11. APPLICABLE LAW. This Agreement shall be interpreted and construed
under the laws of the State of New Jersey without reference to principles of
conflicts of laws.
12. JURISDICTION. Employee and the Company agree to submit to the
jurisdiction of the federal and state courts in New Jersey for purposes of the
enforcement of or any dispute concerning this Agreement and that any proceeding
to enforce or involving
-20-
any dispute concerning this Agreement shall be brought exclusively in the
federal or state courts in New Jersey.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior
or contemporaneous agreements with respect to the subject matter hereof. This
Agreement may not be changed, altered or amended except by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
14. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE MIIX GROUP, INCORPORATED
By:
----------------------------------
NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.
By:
----------------------------------
-------------------------------------
XXXXXXX XXXXXX
-21-
