EXECUTIVE EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (this “Agreement”)
is
made as of September
21, 2007
(“Effective
Date”)
by and
between INNOVATIVE CARD TECHNOLOGIES, INC., a Delaware corporation (the
“Company”),
and
XXXXXX X. XXXXXXXXX (“Executive”),
with
reference to the following facts:
A. Innovative
Card Technologies, Inc., a Delaware corporation (the “Company”),
is a
public company that develops and markets secure powered cards for payment,
identification, physical and logical access applications.
B. The
Company desires to employ the Executive, and the Executive desires to be
employed by the Company.
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree as
follows:
1. Employment.
The
Company hereby employs Executive and Executive hereby accepts such employment
upon the terms and conditions hereinafter set forth. Irrespective of the date
on
which this Agreement is executed, Executive’s date of employment with the
Company is September 21, 2007.
2. Duties.
Subject
to the terms and provisions of this Agreement, Executive is hereby employed
by
the Company as Chief Executive Officer and President of the Company. Executive
shall have full responsibility and authority for such duties as customarily
are
associated with service as Chief Executive Officer and President of the Company
at the direction of the Board of Directors of the Company (the “Board”).
Executive shall faithfully and diligently perform such duties assigned to
Executive and shall report directly to the Board.
3. Scope
of Services.
Executive shall devote substantially all of his business time, attention,
energies, skills, learning and efforts to the Company’s business.
4. Term.
Subject
to prior termination of this Agreement as hereinafter provided, the term of
this
Agreement shall commence on the Effective Date and shall continue for one (1)
year thereafter, unless earlier terminated as provided in this Agreement;
provided, however that the Term may be extended only upon mutual written consent
of the parties for additional one-year terms.
5. Compensation.
5.1 Salary.
Executive’s annual compensation (“Base
Compensation”)
under
this Agreement shall be $300,000 per year, prorated for any partial year,
commencing upon the Effective Date. The Base Compensation shall be payable
in
equal bi-monthly installments on the fifteenth and end of each month. On March
1, 2008, the Base Compensation shall increase to $335,000 per year and be
retroactive to January 1, 2008 with lump sum catch-up of the difference between
$300,000 (annually) and the new base compensation. The base compensation
shall be increased to $350,000 per year upon completion of the Company's raising
of additional capital in the sum of no less than $5 million (US$5,000,000)
gross
proceeds in any transaction or series of transactions, public or private and
shall be further increased to $375,000 per year upon completion of the Company's
raising of additional capital in the sum of no less than $8 million
(US$8,000,000) gross proceeds in any transaction or series of transactions,
public or private. In all cases, the raises (depending on the amount raised)
shall be retroactive to January 1, 2008 with lump sum catch-up provision.
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5.2
Bonus.
No
later than the end of the initial one-year term, (and irrespective of whether
the Agreement is or is not renewed for an additional one year term), Executive
shall be paid a bonus in an amount not to exceed one hundred percent (100%)
of
Executive’s Base Compensation then in effect based on the Executive’s
achievement of appropriate performance criteria. The determination of the total
bonus amount shall be split into two sets of performance criteria. Half of
the
bonus (50%) shall be based upon objective criteria based on the achievement
by
Executive of the criteria set forth in Section 5.4 below for stock option
milestones. The remainder of the bonus shall be awarded based upon Executive’s
achievement of certain subjective performance criteria. With regard to the
objective portion of the bonus, the Executive shall be entitled to receive
the
bonus amount on milestones (a), (b), and (c) once such option milestones are
achieved. Executive shall be paid the bonus without further action on the part
of Executive or the Company. The remaining balance of the bonus will be based
on
performance criteria (d) and (e) in Section 5.4 below for stock option
milestones. Executive will be paid this portion of bonus after the Board makes
a
good faith determination that Executive has met the agreed upon performance
criteria. Such evaluation shall be conducted any time after the performance
criteria have been met but not later than the end of the one year term of this
Agreement. Executive shall be given the opportunity to meet with the Board
to
discuss the evaluation and provide input. If Executive believes that the Board
did not evaluate Executive’s performance in good faith, Executive shall have the
right to submit the matter for arbitration under Section 13.3 below. Payment
of
the bonus, if any, shall be subject to all appropriate federal and state income
and employment taxes. Any bonus due shall be paid to Executive in a lump sum
within 30 days of the date performance criteria are met, but not later than
30
days of the one year term of this Agreement. Notwithstanding the foregoing,
the
bonus for the “Money Raise” milestone will be prorated and paid on March 31,
2008, based on the amount raised divided by $8 Million. If additional monies
are
raised, the bonus will be prorated and paid within 30 days of the raise, up
to
100% of the milestone, less any amounts previously paid.
5.3 Expenses.
The
Company shall reimburse Executive for all reasonable business, entertainment
and
travel expenses actually incurred or paid by Executive in the performance of
his
services on behalf of the Company, in accordance with the Company’s expense
reimbursement policy as from time to time in effect.
5.4 Options.
The
Executive shall be eligible to participate in the Company’s Stock Incentive
Plan, and receive option grant(s) there under for the purchase of common stock
of the Company (“Options”
or
“Option”)
at the
discretion of the Board of Directors. The Executive shall receive an initial
issuance of one million (1,000,000) Options to be issued and priced at the
closing price on March 27, 2008, subject to formal approval of the option grants
by the Company’s Board of Directors. Vesting of the Options granted to the
Executive pursuant to this Section 5.4 shall be triggered on the achievement
by
the Executive or the Company, as appropriate, of the following business
milestones within one year from the Effective Date of this Agreement:
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(a)
the
Company raises additional capital in the sum of no less than $8 million
(US$8,000,000.00) gross proceeds in any capital raise transaction or series
of
capital raising transactions, public or private - Objective Bonus criteria
potential = 16.7% of total annualized bonus potential;
(b)
Sales
- Quarterly and annual sales targets, and associated bonus calculation. Bonuses
will be paid quarterly upon achieving the minimum 90% target. If the bonus
calculated on an annual basis (up to 100% of bonus target) exceeds the sum
of
the quarterly bonuses, Executive will be paid the difference as an additional
bonus. Objective bonus potential = 16.7% of total annualized bonus potential.
Option milestone is based on achieving annual sales target.
(c)
Production - Quarterly and annual Delivery targets, and associated
bonus
calculation.
Bonuses will be paid quarterly upon achieving the minimum 90% target. If the
bonus calculated on an annual basis (up to 100% of bonus target) exceeds the
sum
of the quarterly bonuses, Executive will be paid the difference as an additional
bonus. Objective bonus potential = 16.7% of total annualized bonus potential.
Option milestone is based on achieving annual delivery target.
(d)
Research & Development. Subjective bonus potential = 25% of total annualized
bonus potential;
(e)
Corporate Governance, development of supplier and channel partner relationships,
and achievement of company vision. Subjective bonus potential = 25% of total
annualized bonus potential.
The
specific performance criteria under clauses (a) through (e) will be determined
by the Company’s Board and shall be negotiated with Executive within one month
of the execution of this Agreement. The Company’s Board will determine in good
faith when Executive has met the agreed upon performance criteria. Such
evaluation shall be conducted when the milestone is achieved but no later that
at the end of the one year term of this Agreement and Executive shall be given
the opportunity to meet with the Board to discuss the evaluation and provide
input. If Executive believes that the Board did not evaluate Executive’s
performance in good faith, Executive shall have the right to submit the matter
for arbitration under Section 13.3 below. Upon achievement of each of the
aforementioned five milestones, 20% of the Options (200,000 options per
milestone) shall vest pursuant to the following schedule: 50% at achievement
of
the milestone (i.e. 100,000 options); 25% at the expiration of twelve (12)
months following achievement of the milestone (i.e. 50,000 options); and 25%
at
the expiration of twenty-four (24) months following achievement of milestones
(i.e. the remaining 50,000 options). Notwithstanding the foregoing, all Options
will vest 100% in the event of a termination of Executive by the Company without
cause. In addition and notwithstanding the foregoing, 200,000 Options will
vest
pursuant to the vesting schedule above no later than March 31, 2008 for
achievement of milestone (a) - Money Raise.
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5.5 Vacation.
Executive shall be entitled to four (4) weeks paid vacation per year, to be
taken at such times as may be approved by the Company’s Board of Directors or
its designee. The Executive shall be entitled to carry forward from year to
year
unused vacation days and shall be entitled to compensation therefore upon
termination of employment.
5.6 Other
Rights and Benefits.
Executive and his dependents (identified as Xxxxxxxx X. Xxxxxxxxx (spouse),
Xxxxxxxxxx X. Xxxxxxxxx (daughter), Xxxxx X. Xxxxxxxxx (daughter), Xxxxxxx
X.
Xxxxxxxxx (daughter), Xxxxx X. Xxxxxxxxx (daughter), and Xxxxxx X. Xxxxxxxxx
(son)) shall receive all medical, dental, vision, short/long term disability
and
drug prescription insurance through the Company’s group plan of insurance or
reimbursement for private insurance, including any COBRA coverage available
to
Executive, or private insurance if such COBRA coverage ceases to be available,
at Executive’s option.
6. Taxation
of Payments and Benefits.
The
Company shall undertake to make deductions, withholdings and tax reports with
respect to payments and benefits under this Agreement to the extent that it
reasonably and in good faith believes that it is required to make such
deductions, withholdings and tax reports. Payments under this Agreement shall
be
in amounts net of any such deductions or withholdings. Nothing in this Agreement
shall be construed to require the Company to make any payments to compensate
the
Executive for any adverse tax effect associated with any payments or benefits
or
for any deduction or withholding from any payment or benefit.
7. Termination.
Executive’s employment may be terminated as follows:
7.1 Termination
for Death.
Executive’s employment shall terminate immediately upon Executive’s
death.
7.2 Termination
Upon Disability.
Executive’s employment shall terminate if Executive should become totally and
permanently disabled. For purposes of this Agreement, Executive shall be
considered “totally and permanently disabled” if Executive is treated as
permanently “disabled” under any permanent disability insurance policy
maintained by the Company and is entitled to full benefits payable under such
policy upon a total and permanent disability. In the event any such policy
is
either not in force or the benefits are not available under such policy, then
“total and permanent disability” shall mean the inability of Executive, as a
result of substance abuse, any mental, nervous or psychiatric disorder, or
physical condition, injury or illness to perform substantially all of his
current duties on a full-time basis for a period of six (6) consecutive months,
as determined by a licensed physician selected by the Board.
7.3 Termination
by Company for “Cause”.
The
Company may terminate this Agreement for “Cause” upon three days written notice
so long as the Company has given Executive written notice describing the Cause
pursuant to subsections (c) and/or (e) and Executive has not cured such Cause
within a reasonable time, but no less than 20 days. For purposes of this
Agreement, “Cause” shall mean the existence or occurrence of any of the
following:
(a) Executive’s
conviction for or pleading of nolo contendre to any felony involving the Company
or moral turpitude.
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(b) Executive’s
misappropriation of Company assets.
(c) Executive’s
willful violation of a Company policy or a directive of the Board previously
delivered to him in writing.
(d) Executive’s
material breach of his obligations, warranties or representations set forth
in
this Agreement.
(e) Any
willful neglect or material breach of duty by Executive under this Agreement,
or
any material failure by Executive to perform under this Agreement.
8. Change
in Control.
For
purposes of this Agreement, a “Change
in Control” means
a
change in ownership or control of the Company after the Effective Date effected
through any of the following:
(a) the
acquisition, directly or indirectly, by any person or related group of persons
(other than the Company or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company) of beneficial
ownership of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company's outstanding securities pursuant to a
tender or exchange offer made directly to the Company's stockholders;
(b)
a
change in the composition of the Board over a period of thirty-six
(36)
consecutive months or less such that a majority of the Board members ceases
by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members continuously since the
beginning of such period, or (B) have been elected or nominated for election
as
Board members during such period by at least a majority of the Board members
described in clause (A) who were still in office at the time such election
or
nomination was approved by the Board, or
(c)
a
merger or consolidation in which securities possessing at least fifty percent
(50%) of the total combined voting power of the Company's outstanding securities
are transferred to a person or persons different from the persons holding those
securities immediately prior to such transaction, or the sale, transfer or
other
disposition of all or substantially all of the Corporation's assets or a
complete liquidation or dissolution of the Corporation.
If
this
Agreement is not assumed and a new agreement with the same role, title and
responsibilities is not secured for a minimum new period of one year, within
90
days upon a Change in Control, Company shall provide Executive with a lump
sum
payment equal to twelve (12) months of Base Compensation as in effect on the
date of the Change in Control, less all appropriate federal and state income
and
employment taxes, promptly upon such Change in Control. In addition, all Options
issued to Executive prior to the Change of Control shall vest immediately and
become exercisable.
9. Effect
of Termination.
If the
Executive’s employment is terminated by Executive without Cause or terminated by
the Company for Cause, death or a disability of Executive that was caused by
Executive’s wrongful conduct, Executive shall not be entitled to any severance
pay or other benefits, except as mandated by law. In the event the Company
terminates Executive’s employment without “Cause,” Executive shall be entitled
to receive a lump sum payment equal to 50% of Executive’s Base Compensation then
in effect within five (5) business days following written notification of such
termination, less all appropriate federal and state income and employment taxes.
In addition, if Executive is terminated by the Company without “Cause,” (i) all
Options issued to Executive prior to the termination without “Cause” shall vest
immediately and become exercisable; and (ii) Executive shall be paid fifty
percent (50%) of the bonus not already received specified in Section 5.2
above.
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10. Representations
and Warranties.
Executive hereby represents and warrants to Company that as of the date of
execution of this Agreement: (i) this Agreement will not cause or require
Executive to breach any obligation to, or agreement or confidence with, any
other person; (ii) Executive is not representing, or otherwise affiliated in
any
capacity with, any other lines of products, manufacturers, vendors or customers
of the Company; and (iii) Executive has not been induced to enter into this
Agreement by any promise or representation other than as expressly set forth
in
this Agreement.
11. Non-Solicitation
and Non-Competition.
11.1 Non-Solicitation
of Employees.
Executive agrees that he will not, while employed by the Company and for a
period of two (2) years following termination of such employment:
(a) directly
solicit, encourage, or take any other action which is intended to induce any
other employee of the Company to terminate his or her employment with the
Company; or
(b) directly
interfere in any manner with the contractual or employment relationship between
the Company and any such employee of the Company.
The
foregoing shall not prohibit Executive or any entity with which Executive may
later be affiliated from hiring a former or existing employee of the Company
or
any of its subsidiaries, provided that such hiring does not result from the
direct actions of Executive. For purposes of this Section, any reference to
the
Company shall include all of the Company’s Affiliates. As used herein,
“Affiliate” means any person or entity controlling, controlled by or under
common control with another person or entity.
11.2 Non-Solicitation
of Customers with respect to Competitive Business Activity.
Executive agrees that he will not, while employed by the Company, directly
or
indirectly, whether for his own account or for the account of any other
individual or entity, solicit the business or patronage of any customers of
the
Company with respect to products and/or services directly related to a
Competitive Business Activity. “Competitive
Business Activity”
shall
mean engaging in, whether independently or as an employee, agent, consultant,
advisor, independent contractor, partner, stockholder, officer, director or
otherwise, any business which is materially competitive with the business of
the
Company as conducted or actively planned to be conducted by the Company during
his employment by it, provided that Executive shall not be deemed to engage
in a
Competitive Business Activity solely by reason of (i) owning 5% or less of
the
outstanding common stock of any corporation if such class of common stock is
registered under Section 12 of the Securities Exchange Act of 1934, or (ii)
after the termination of his employment by the Company, being employed by or
otherwise providing services to a corporation having total revenue of at least
$500 million (or such lower number as may be agreed by the Board) so long as
such services are provided solely to a division or other business unit of such
corporation which does not engage in a business which is then competitive with
the business of the Company.
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11.3 Non-Competition.
Without
the prior written consent of the Board of Directors, during the period of
employment with the Company, Executive will not, directly or indirectly, engage
in any employment, occupation, consulting or other business activity in
competition with the Company. Executive acknowledges and agrees that such
conduct would violate the duty of loyalty owed by Executive to the Company.
Employee agrees to promptly disclose to the Board of Directors, in writing,
any
business opportunities that are presented to him or her in his or her capacity
as an employee of the Company which are of a similar nature to the Company’s
current business or business which, to Executive’s knowledge, the Company
proposes to engage in.
Executive
further acknowledges and agrees that, during the course of performing services
for the Company, the Company will furnish, disclose or make available to
Executive confidential and proprietary information related to the Company’s
business and that such confidential information has been developed and will
be
developed by the Company through the expenditure by the Company of substantial
time, effort and money and that all such confidential information could be
used
by Executive to harm the Company or adversely impact its operations.
Accordingly, the Executive hereby agrees, in consideration of the Company’s
agreement to hire Executive and to pay the Employee’s compensation for services
rendered to the Company and in view of the position of trust to be held by
Executive and the confidential nature and proprietary value of the information
which the Company may share with Executive, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
as
follows:
For
a
period of one (1) year following the expiration or termination of the Agreement
(the “Restricted Term”), whether such termination is voluntary, involuntary or
with or without cause, Executive shall not, without the prior written consent
of
the Company, for the Executive for his own account or on behalf of any other,
directly or indirectly, either as principal, agent, stockholder, employee,
consultant, representative or in any other capacity, solicit, divert or
appropriate or attempt to solicit, divert or appropriate, for the purpose of
providing services, any customers or patrons of the Company, or any prospective
customers or patrons with respect to which the Company has targeted or developed
during the Term.
Executive
further recognizes and acknowledges that the specified restrictions in this
paragraph are reasonable, legitimate and fair to Executive in light of the
Company’s need to market its services in a large geographic area in order to
have a sufficient customer base to make the Company’s business
profitable.
If
any
part of this section should be determined by a court of competent jurisdiction
to be unreasonable in duration or scope, then this section is intended to and
shall extend only for such period of time, in such area and with respect to
such
activity as is determined to be reasonable.
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12. Confidentiality
and Invention Assignment.
In
connection with this Agreement, Executive agrees to execute and acknowledges
his
employment shall be bound by the Company’s
Confidentiality and Invention Assignment Agreement.
The
terms of such Confidentiality and Invention Assignment Agreement are
incorporated herein by this reference and Executive acknowledges and agrees
that
its terms and conditions constitute materials terms of this Agreement.
13. Miscellaneous.
13.1 Section
Headings.
The
section headings or captions in this Agreement are for convenience of reference
only and do not form a part hereof, and do not in any way modify, interpret
or
construe the intent of the parties or affect any of the provisions of this
Agreement.
13.2 Survival.
The
obligations and rights imposed upon the parties hereto by the provisions of
this
Agreement which relate to acts or events subsequent to the termination of this
Agreement shall survive the termination of this Agreement and shall remain
fully
effective thereafter, including without limitation the obligations of Executive
with to any Confidentiality or Invention Assignment obligations under Section
12.
13.3 Arbitration.
(a) Any
claim, dispute or other controversy (a “Controversy”)
relating to this Agreement shall be settled and resolved by binding arbitration
in Los Angeles County, California before a single arbitrator under the
Employment Rules of the American Arbitration Association (“AAA”)
in
effect at the time a demand for arbitration is made. If there is any conflict
between the AAA rules and this arbitration clause, this arbitration clause
will
govern and determine the rights of the parties. The Parties to this Agreement
(the “Parties”)
shall
be entitled to full discovery regarding the Controversy as permitted by the
California Code of Civil Procedure. The arbitrator’s decision on the Controversy
shall be a final and binding determination of the Controversy and shall be
fully
enforceable as an arbitration award in any court having jurisdiction and venue
over the Parties. The arbitrator shall also award the prevailing Party any
reasonable attorneys’ fees and reasonable expenses the prevailing Party incurs
in connection with the arbitration, and the non-prevailing Party shall pay
the
arbitrator’s fees and expenses. The arbitrator shall determine who is the
prevailing Party. Each Party also agrees to accept service of process for all
arbitration proceedings in accordance with AAA’s rules.
(b) The
obligation to arbitrate shall not be binding upon either party with respect
to
requests for temporary restraining orders, preliminary injunctions or other
procedures in a court of competent jurisdiction to obtain interim relief when
deemed necessary by such court to preserve the status quo or prevent irreparable
injury pending resolution by arbitration of the actual dispute between the
Parties.
(c) The
provisions of this Section shall be construed as independent of any other
covenant or provision of this Agreement; provided that, if a court of competent
jurisdiction determines that any such provisions are unlawful in any way, such
court shall modify or interpret such provisions to the minimum extent necessary
to have them comply with the law.
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(d) This
arbitration provision shall be deemed to be self-executing and shall remain
in
full force and effect after expiration or termination of this Agreement. In
the
event either party fails to appear at any properly noticed arbitration
proceeding, an award may be entered against such party by default or otherwise
notwithstanding said failure to appear.
13.4 Severability.
Should
any one or more of the provisions of this Agreement be determined to be illegal
or unenforceable in any relevant jurisdiction, then such illegal or
unenforceable provision shall be modified by the proper court, if possible,
but
only to the extent necessary to make such provision enforceable, and such
modified provision and all other provisions of this Agreement shall be given
effect separately from the provision or portion thereof determined to be illegal
or unenforceable and shall not be affected thereby; provided
that,
any such modification shall apply only with respect to the operation of this
Agreement in the particular jurisdiction in which such determination of
illegality or unenforceability is made.
13.5 Waiver.
The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver of any such provision, nor prevent such party thereafter
from enforcing such provision or any other provision of this Agreement. The
rights granted both parties herein are cumulative and the election of one shall
not constitute a waiver of such party’s right to assert all other legal remedies
available under the circumstances.
13.6 Parties
in Interest.
Nothing
in this Agreement, except as expressly set forth herein, is intended to confer
any rights or remedies under or by reason of this Agreement on any persons
other
than the parties to this Agreement and the successors, assigns and affiliates
of
the Company, nor is anything in this Agreement intended to relieve or discharge
the obligation or liability of any third person to any party to this Agreement,
nor shall any provision give any third person any right of action over or
against any party to this Agreement.
13.7 Assignment.
The
rights and obligations under this Agreement shall be binding upon, and inure
to
the benefit of, the heirs, executors, successors and assigns of Executive and
the Company. Except as specifically provided in this Section 13, neither the
Company nor Executive may assign this Agreement or delegate their respective
responsibilities under this Agreement without the consent of the other party
hereto. Upon the sale, exchange or other transfer of substantially all of the
assets of the Company, the Company shall assign this Agreement to the transferee
of such assets. No assignment of this Agreement by the Company shall relieve
the
Company of, and the Company shall remain obligated to perform, its duties and
obligations under this Agreement, including, without limitation, payment of
the
Base Compensation set forth in Section 5, above.
13.8 Attorneys’
Fees.
In the
event of any Controversy, suit, action or arbitration to enforce any of the
terms or provisions of this Agreement, the prevailing party shall be entitled
to
its reasonable attorneys’ fees and costs. The foregoing entitlement shall also
include attorneys’ fees and costs of the prevailing party on any appeal of a
judgment and for any action to enforce a judgment.
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13.9 Modification.
This
Agreement may be modified only by a contract in writing executed by the parties
to this Agreement against whom enforcement of such modification is
sought.
13.10 Prior
Understandings.
This
Agreement contains the entire agreement between the parties to this Agreement
with respect to the subject matter of this Agreement, is intended as a final
expression of such parties’ agreement with respect to such terms as are included
in this Agreement, is intended as a complete and exclusive statement of the
terms of such agreement, and supersedes all negotiations, stipulations,
understandings, agreements, representations and warranties, if any, with respect
to such subject matter, which precede or accompany the execution of this
Agreement.
13.11 Interpretation.
Whenever the context so requires in this Agreement, all words used in the
singular shall be construed to have been used in the plural (and vice versa),
each gender shall be construed to include any other genders, and the word
“person” shall be construed to include a natural person, a corporation, a firm,
a partnership, a joint venture, a trust, an estate or any other
entity.
13.12 Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
13.13 Applicable
Law.
This
Agreement and the rights and obligations of the parties hereunder shall be
construed under, and governed by, the laws of the State of California without
giving effect to conflict of laws provisions.
13.14 Drafting
Ambiguities.
Each
party to this Agreement has reviewed and revised this Agreement. Each party
to
this Agreement has had the opportunity to have such party’s legal counsel review
and revise this Agreement. The rule of construction that any ambiguities are
to
be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or of any amendments or exhibits to this
Agreement.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
indicated below.
|
THE
COMPANY:
INNOVATIVE
CARD TECHNOLOGIES, INC.
a
Delaware corporation
|
||
| |
|
|
|
Dated:
March 27, 2008
|
By: | /s/ Xxxxxx Xxxxx |
| Name | Xxxxxx Xxxxx | |
| Title: | Director | |
| EXECUTIVE: | ||
| Dated: March 27, 2008 | /s/ Xxxxxx X. Xxxxxxxxx | |
| XXXXXX X. XXXXXXXXX | ||
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