EXHIBIT 10.1*
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is by and between RENAISSANCE INTERNATIONAL
GROUP, LTD., a Nevada corporation ("Company"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an
individual ("Employee").
RECITALS:
A. Company is engaged, among other things, developing numerous digital
information systems for the medical, multi-media and entertainment industries
("Company Business"). Employee has substantial experience and expertise in
the area of system design and architecture.
B. Company desires to retain the services of Employee as an executive, to act
as its CHIEF TECHNOLOGY OFFICER, and Employee desires and is willing to
continue employment with the Company in that capacity.
C. Company and Employee desire to embody the terms and conditions of
Employee's employment in a written agreement, which will supersede all prior
agreements of employment, whether written or oral, pursuant to the terms and
conditions hereinafter set forth.
D. The Board of Directors of Company (the "Board"), has determined that it is
in the best interests of Company and its shareholders to assure that Company
will have the continued dedication of Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined in
Section 6(f)) of Company. The Board believes it is imperative to diminish the
inevitable distraction of Employee by virtue of the personal uncertainties and
risks created by a pending or threatened Change of Control and to encourage
Employee's full attention and dedication to Company currently and in the event
of any threatened or pending Change of Control, and to provide Employee with
compensation and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of Employee will be satisfied
and which are competitive with those of other corporations. Therefore, in
order to accomplish these objectives, the Board has caused Company to enter
into this Agreement.
AGREEMENT
In consideration of the recitals and mutual agreements hereinafter set forth,
the parties agree as follows:
1. Employment. Company agrees to continue to employ Employee on a
full-time basis, in accordance with the terms and conditions set forth herein,
and Employee agrees to accept such continued full-time employment in
accordance with said terms and conditions. Employee shall have such duties
and responsibilities as shall be allocated to him from time to time by the
Board in his capacity as the Chief Technology Officer. Employee's title and
duties may be changed from time to time in the discretion of Company's Board
so long as he is maintained in an executive capacity with duties,
responsibilities and privileges commensurate with his current level of
employment. Employee agrees to devote his full time, skill, knowledge and
attention to the business of Company and the performance of his duties under
this Agreement. Employee shall report directly to the President of Company.
2. Term. The initial term (the "Term") of employment under this
Agreement shall commence on May 15, 1998 (the "Effective Date") and shall
continue for a period of five (5) years, unless earlier terminated as set
forth in Section 6 below. Thereafter, this Agreement shall automatically
renew for an additional three-year period (the "Renewal Term") unless either
party gives the other written notice of non-renewal at least 30 days prior to
the expiration of the Term or Renewal Term.
3. Compensation.
(a) Base Salary. Company agrees to pay Employee an initial
annual base salary of $120,000, before deducting all applicable withholdings
which shall be payable in accordance with Company's standard executive payroll
policies as they may be revised from time to time. Employee's annual base
salary shall thereafter be subject to annual adjustment in accordance with
Company's standard executive compensation policies, but in no event shall
Employee's annual base salary be less than $120,000 per year during the Term
or Renewal Term.
(b) Incentive Bonus. After commencing his duties as Chief
Technology Officer, Company's Executive Committee shall, at its option, design
and present to the Board for review, adjustment and adoption, an incentive
compensation program for key employees. Employee shall be designated as a key
employee and shall be entitled to participate in such program, and if
financial targets established pursuant to the program are met, will be
eligible to earn in any year an additional maximum amount of compensation in
the form of stock, stock options and/or cash as determined by Company's
Executive Committee.
(c) Deductions. Company shall deduct from the payments made to
Employee hereunder any federal, state or local withholding or other taxes or
charges which Company is required to deduct under applicable law, and all
amounts payable to Employee under this Agreement are stated before any such
deductions. Company shall have the right to rely upon written opinion of
counsel if any questions arise as to any deductions.
4. Benefits.
(a) Insurance. In addition to the compensation described above,
while Employee is employed hereunder, Company shall pay for and provide
Employee and his dependents with the same amount and type of health, medical
and life insurance as is provided from time to time to executive officers of
Company during the Term and Renewal Term, if applicable.
(b) Expense Reimbursement. In addition to the compensation and
benefits provided above, Company shall, upon prior approval of the Executive
Committee and receipt of appropriate documentation, reimburse Employee each
month for his reasonable travel, lodging and other ordinary and necessary
business expenses consistent with Company's policies as in effect from time to
time.
(c) Retirement Plan. In addition to the compensation and benefits
provided above, Company shall pay for and provide Employee a retirement or
pension plan as is provided from time to time to executive officers of Company
during the Term and Renewal Term, if applicable.
5. Vacation. Employee shall be entitled to vacation with pay in
accordance with Company's vacation policy as in effect from time to time. In
addition, Employee shall be entitled to such holidays as Company may approve
for its executive personnel.
6. Termination. The Board may terminate Employee's employment by
Company prior to the expiration of the Term or Renewal Term in the manner
provided in either Section 6(a) or Section 6(b). Additionally, if notice of
non-renewal is given pursuant to Section 2, the term of employment shall
expire at the end of the Term and Employee shall be entitled to compensation
as provided in Section 6(e).
(a) For Cause. Company may terminate this Agreement for cause
upon written notice to the Employee stating the facts constituting such cause,
provided that Employee shall have 10 days following such notice to cure any
conduct or act, if curable, alleged to provide grounds for termination for
cause hereunder. In the event of termination for cause, any unexercised stock
options granted pursuant to Section 3 shall automatically expire, and Company
shall be obligated to pay Employee only the salary due him through the date of
termination pursuant to Section 3(a). Cause shall include material neglect of
duties, failure to abide by ethical and good faith instructions or policies
from or set by the Board, conviction of a felony or serious misdemeanor
offense or pleading guilty or nolo contendere to same, the commission by
Employee of an act of dishonesty or moral turpitude, Employee's breach of this
Agreement, breach by Employee of any other material obligation to Company, or
upon the bankruptcy, receivership, dissolution or cessation of business of
Company.
(b) Without Cause. Any termination of Employee by Company for
any other reason than for cause shall constitute a termination without cause.
Any termination resulting from a Change of Control as defined below shall
constitute a termination without cause without the necessity of written notice
to Employee. Upon termination under this Section 6(b), Company shall (I) pay
to Employee his base salary at the time of termination due him through the
date of the expiration of the Term, or Renewal Term, if applicable; and (ii)
within 60 days after the end of the fiscal year in which termination pursuant
to this Section 6(b) occurs, Employee shall be entitled to receive a
separation payment as defined below.
(c) Disability. If during the Term, or Renewal Term, if
applicable, Employee fails to perform his duties hereunder because of physical
or mental illness or other incapacity for a period of two consecutive months,
or for 45 days during any 120-day period, Company shall have the right to
terminate this Agreement without further obligation hereunder except for any
bonus amount payable in accordance with this Section 6 and any amounts
payable pursuant to disability plans generally applicable to executive
employees. Company shall provide Employee with notice of commencement of the
disability period, which period cannot commence more than seven (7) days prior
to the date of the notice. If there is any dispute as to whether Employee is
or was physically or mentally disabled under this Agreement, or whether his
disability has ceased and he is able to resume his duties, such question shall
be submitted to a licensed physician agreed upon by the parties. Employee
shall submit to such examinations and provide information as such physician
may request, and the determination of such physician as to Employee's physical
or mental condition shall be binding and conclusive on the parties. Company
agrees to pay the cost of any such physician's services, tests and
examinations.
(d) Death. If Employee dies during the Term, or Renewal Term, if
applicable, this Agreement shall terminate immediately, and the Employee's
legal representatives shall be entitled to receive the base salary due the
Employee through the last day of the calendar month in which his death shall
have occurred and any other death benefits generally applicable to executive
employees.
(e) Non-Renewal. If Employee's term of employment is not renewed
by Company as contemplated by Section 2 at the end of the Term, Company shall
pay to Employee the base salary due him through the end of the Term, less
applicable withholdings.
(f) Change of Control. For purposes of this Agreement (except to
the extent governed or affected by Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code")), "Change in Control" shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:
i) Any "person" (as such term is used in Section 13(d) and
14(d)) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
or "persons" acting in concert, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty-five percent (25%) or more of
the combined voting power of Company's then outstanding securities, provided
that the term "person" for purposes of this Section 6(f)(I) shall exclude
Company or any trustee or other fiduciary holding securities under an employee
benefit plan of Company; or
ii) The stockholders of Company approve an acquisition
and/or merger or consolidation of Company with any other corporation, other
than (A) an acquisition and/or a merger or consolidation which would result in
the voting securities of Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity), in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of Company, at least seventy percent (70%) of the
combined voting power of the voting securities of Company or such surviving
entity outstanding immediately after such merger or consolidation, or (B) an
acquisition and/or merger or consolidation effected to implement a
recapitalization of Company (or similar transaction) in which no person
acquires more than fifty percent (50%) of the combined voting power of
Company's then outstanding securities; or
iii) The stockholders of Company approve a plan of complete
liquidation of Company or an agreement for the sale or disposition by Company
of all or substantially all Company's assets.
(g) Separation Payment.
i) For purposes of this Agreement, "Separation Payment"
means a payment equal to 2.99 times the Employee's annual base salary at the
time of termination, subject to the limitations in (6)(g)(ii), below.
ii) If the Separation Payment plus any other severance
benefits or any other payments or benefits received or to be received by
Employee from the Company (whether payable pursuant to the terms of this
Agreement or pursuant to any other plan, agreement or arrangement with the
Company or any corporation ("Affiliate") affiliated with the Company within
the meaning of Section 1504 of the Code (collectively, "Severance Benefits"),
in the opinion of tax counsel selected by the Company and acceptable to
Employee, constitute "parachute payments" within the meaning of Section 280G
(b)(2) of the Code, and the present value of such "parachute payments" equals
or exceeds three times the average of the annual compensation payable to
Employee by the Company (or an Affiliate) and includable in Employee's gross
income for federal income tax purposes for the five years preceding the year
in which the Employee was terminated without cause under Section 6(b) of this
Agreement (including, without limitation, a termination without cause upon a
Change of Control) ("Base Amount"), if, but only if Employee so elects in
writing, such Severance Benefits shall be reduced to an amount the present
value of which (when combined with the present value of any other payments or
benefits otherwise received or to be received by Employee from the Company or
an Affiliate that are deemed "parachute payments") is equal to 2.99 times the
Base Amount, notwithstanding any other provision to the contrary in this
Agreement. However, the Severance Benefits shall not be reduced if in the
opinion of such tax counsel, the Severance Benefits (in their full amount or
as partially reduced, as the case may be) plus all other payments or benefits
which constitute "parachute payments" within the meaning of Section 280G
(b)(2) of the Code are reasonable compensation for services actually rendered,
within the meaning of Section 280G (b)(4) of the Code, and such payments are
deductible by the Company. The Base Amount shall include every type and form
of compensation includable in Employee's gross income in respect of his
employment by the company (or an Affiliate), except to the extent otherwise
provided in temporary or final regulations promulgated under Section 280G (b)
of the Code. For purposes of this Section 6 (g)(ii), a "change in ownership
or control" shall have the meaning set forth in Section 280G (b) of the Code
and any temporary or final regulations promulgated thereunder. The present
value of any non-cash benefit or any deferred cash payment shall be determined
by the Company's independent auditors in accordance with the principles of
Sections 280G (d)(3) and (4) of the Code.
iii) Employee shall have the right to request that the
Company obtain a ruling from the Internal Revenue Service ("Service") as to
whether any or all payments or benefits determined by such tax counsel are, in
the view of the Service, "parachute payments" under Section 280G. If a ruling
is sought pursuant to executive's request, no Severance Benefits payable under
this Agreement shall be made to Employee to the extent they would exceed 2.99
times the Base Amount until after 15 days from the date of such ruling. For
purposes of this Section 6, Employee and the Company agree to be bound by the
Service's ruling as to whether payments constitute "parachute payments" under
Section 280G. If the Service declines, for any reason, to provide the ruling
requested, the tax counsel's opinion provided with respect to what payments or
benefits constitute "parachute payments" shall control, and the period during
which the excessive portion of the Severance Benefits may be deferred shall be
extended to a date 15 days from the date of the Service's notice indicating
that no ruling would be forthcoming.
iv) If Section 280G, or any successor statute, is repealed,
this Section 6(g) shall cease to be effective on the effective of such repeal.
The parties to this Agreement recognize that final regulations under Section
280G of the Code may affect the amounts that may be paid under this Agreement
and agree that, upon issuance of such final regulations this Agreement may be
modified as in good faith deemed necessary in light of the provisions of such
regulations to achieve the purposes of this Agreement, and that consent to
such modifications shall not be unreasonably withheld.
7. Non-competition; Confidential Information.
(a) Confidential Information. Employee acknowledges that
Employee may receive, or contribute to the production of, Confidential
Information. For purposes of this Agreement, Employee agrees that
"Confidential Information" shall mean information or material proprietary to
Company or designated as Confidential Information by Company and not generally
known by non-Company personnel, which Employee develops or of or to which
Employee may obtain knowledge or access through or as a result of Employee's
relationship with Company (including information conceived, originated,
discovered or developed in whole or in part by Employee). Confidential
Information includes, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced
to writing) related to Company's business: discoveries, inventions, ideas,
concepts, research, development, processes, procedures, "know-how", formulae,
marketing techniques and materials, marketing and development plans, business
plans, customer names and other information related to customers, price lists,
pricing policies, financial information, employee compensation, and computer
programs and systems. Confidential Information also includes any information
described above which Company obtains from another party and which Company
treats as proprietary or designates as Confidential Information, whether or
not owned by or developed by Company. Employee acknowledges that the
Confidential Information derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use. Information publicly known without breach of this
Agreement that is generally employed by the trade at or after the time
Employee first learns of such information, or generic information or knowledge
which Employee would have learned in the course of similar employment or work
elsewhere in the trade, shall not be deemed part of the Confidential
Information. Employee further agrees:
i) to furnish Company on demand, at any time during or after
employment, a complete list of the names and addresses of all present, former
and potential customers and other contacts gained while an employee of Company
in Employee's possession, whether or not in the possession or within the
knowledge of Company;
ii) that all notes, memoranda, documentation and records in
any way incorporating or reflecting any Confidential Information shall belong
exclusively to Company, and Employee agrees to turn over all copies of such
materials in Employee's control to Company upon request or upon termination of
Employee's employment with Company;
iii) that while employed by Company and thereafter Employee
will hold in confidence and not directly or indirectly reveal, report,
publish, disclose or transfer any of the Confidential Information to any
person or entity, or utilize any of the Confidential Information for any
purpose, except in the course of Employee's work for Company; and
iv) that any idea related to the Company's business in whole
or in part conceived of or made by Employee during the term of his employment,
consulting, or similar relationship with Company which relates directly or
indirectly to Company's current or planned lines of business and is made
through the use of any of the Confidential Information of Company or any of
Company's equipment, facilities, trade secrets or time, or which results from
any work performed by Employee for Company, shall belong exclusively to
Company and shall be deemed a part of the Confidential Information for
purposes of this Agreement. Employee hereby assigns and agrees to assign to
Company all rights in and to such Confidential Information whether for
purposes of obtaining patent or copyright protection or otherwise. Employee
shall acknowledge and deliver to Company, without charge to Company (but at
its expense) such written instruments and do such other acts, including giving
testimony in support of Employee's authorship or inventorship, as the case may
be, necessary in the opinion of Company to obtain patents or copyrights or to
otherwise protect or vest in Company the entire right and title in and to the
Confidential Information.
(b) Non-competition. During the Term, Employee agrees that he
shall not enter into or engage, directly or indirectly, whether on his own
account or as a shareholder (other than as a less than 2% shareholder of a
publicly-held company), partner, joint venturer, employee, consultant,
advisor, and/or agent, of any person, firm, corporation, or other entity, in
any or all of the following activities:
i) Engaging in Company Business in the United States;
ii) soliciting the past or existing customers, clients,
suppliers, or business patronage of Company or any of its predecessors,
affiliates or subsidiaries, or use any Confidential Information (as defined in
Section 7(a)) for the purpose of, or which results in, competition with
Company or any of its affiliates or subsidiaries;
iii) soliciting the employment of any employees of Company
or any of its affiliates or subsidiaries; and
iv) promoting or assisting, financially or otherwise, any
person, firm, association, corporation, or other entity engaged in the Company
Business in the United States.
(c) Injunctions. It is agreed that the restrictions contained in
this Section 7 are reasonable, but it is recognized that damages in the event
of the breach of any of the restrictions will be difficult or impossible to
ascertain; and, therefore, Employee agrees that, in addition to and without
limiting any other right or remedy Company may have, Company shall have the
right to an injunction against Employee issued by a court of competent
jurisdiction enjoining any such breach without showing or proving any actual
damage to Company.
(d) Employee also agrees, acknowledges, covenants, represents and
warrants as follows:
i) that he has read and fully understands the foregoing
restrictions and that he has consulted with a competent attorney regarding the
uses and enforceability of restrictive covenants;
ii) that he is fully and completely aware that, and further
understands that, the foregoing restrictive covenants are an essential part of
the consideration for Company entering into this Agreement and that Company is
entering into this Agreement in full reliance on these acknowledgments,
covenants, representations and warranties; and
iii) that the existence of any claim or cause of action by
him against Company, if any, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by Company of the
foregoing restrictive covenants which shall be litigated separately.
(e) If period of time and/or territory described above are
nevertheless held to be in any respect an unreasonable restriction (after
giving due consideration to the provisions of Section 7(d) above), then it is
agreed that the court so holding may reduce the territory to which the
restriction pertains or the period of time in which it operates or may reduce
both such territory and such period, to the minimum extent necessary to render
such provision enforceable.
(f) The obligations described in this Section 7 shall survive any
termination of this Agreement or any termination of the employment
relationship created hereunder for the maximum period of time said obligations
may be legally enforced.
8. Inventions and Creations.
(a) Employee agrees that all inventions, discoveries,
developments, improvements, ideas, distinctive marks, symbols or phrases,
copyrightable creations, works of authorship, mask works and other
contributions including but not limited to software, advertising, design,
artwork, manuals and writings (collectively referred to as "Creations"),
whether or not protected by statute, which have been, or are in the future
conceived, created, made, developed or acquired by Employee, either
individually or jointly, while employee is retained by Company and relate in
any manner to Employee's work for Company, the research or business of Company
or fields into which the business of Company shall extend during the Term of
this Agreement, belong to Company. Employee hereby sells, assigns and
transfers to Company exclusively and irrevocably, without further
compensation, all ownership, title and rights in and to all of the Creations.
Employee further agrees to promptly and fully disclose the Creations to
Company in writing, if requested by Company, and to execute and deliver any
and all lawful applications, assignments and other documents which Company
requests for protecting the Creations in the United States or any other
country. Company shall have the full and sole power to prosecute such
applications and to take all other actions concerning the Creations, and
Employee agrees to cooperate fully, at the expense of Company, in the
preparation and prosecution of all such applications and any legal actions and
proceedings concerning the Creations.
(b) Employee agrees and warrants that the Creations will be
Employee's original work and will not knowingly, improperly or illegally
incorporate any material created by or belonging to others.
(c) Employee agrees to and does hereby sell, assign, convey and
transfer to Company any and all manuscripts, programs, writings, pictorial
materials, originals, camera-ready copies, and all drafts and notes of the
Creations, regardless of the media in which they might exist, and to provide
these materials to Company promptly whenever requested by Company and upon
completion of the Agreement, and to execute documents, give testimony and
otherwise cooperate fully with Company to establish and/or confirm Company's
ownership, patent, copyright and/or trademark rights concerning the Creations.
9. Governing Law and Venue. Arizona law shall govern the
construction and enforcement of this Agreement and the parties agree that any
litigation pertaining to this Agreement shall be in courts located in Maricopa
County, Arizona.
10. Construction. The language in all parts of this Agreement shall
in all cases be construed as a whole according to its fair meaning and not
strictly for nor against any party. The Section headings contained in this
Agreement are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement. All terms used in one number or
gender shall be construed to include any other number or gender as the context
may require. The parties agree that each party has reviewed this Agreement
and has had the opportunity to have counsel review the same and that any rule
of construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement or any
amendment or any exhibits thereof.
11. Nondelegability of Employee's Rights and Company Assignment
Rights. The obligations, rights and benefits of Employee hereunder are
personal and may not be delegated, assigned or transferred in any manner
whatsoever, nor are such obligations, rights or benefits subject to
involuntary alienation, assignment or transfer. Upon reasonable notice to
Employee, Company may transfer Employee to an affiliate of Company, which
affiliate shall assume the obligations of Company under this Agreement. This
Agreement shall be assigned automatically to any entity merging with or
acquiring Company or its business.
12. Assignment. This Agreement and the respective rights, duties and
obligations of Employee hereunder may not be assigned or delegated by
Employee.
13. Severability. In the event any term or provision of this
Agreement is declared by a court of competent jurisdiction to be invalid or
unenforceable for any reason, the remaining provisions of this Agreement shall
remain in full force and effect, and either (a) the invalid or unenforceable
provision shall be modified to the minimum extent necessary to make it valid
and enforceable or (b) if such a modification is not possible, this Agreement
shall be interpreted as if such invalid or unenforceable provision were not a
part hereof.
14. Attorneys' Fees. Except as otherwise provided herein, in the
event any party hereto institutes an action or other proceeding to enforce any
rights arising out of this Agreement, the party prevailing in such action or
other proceeding shall be paid all reasonable costs and attorneys' fees by the
non-prevailing party, such fees to be set by the court and not by a jury and
to be included in any judgment entered in such proceeding.
15. Consideration. It is expressly understood and agreed that this
document sets forth the entire consideration for this Agreement, and that said
consideration for this Agreement is contractual and not a mere recital.
16. Construction. This Agreement is a negotiated agreement and any
documents delivered pursuant hereto shall be construed without regard to the
identity of the persons or entities who or which drafted the various
provisions thereof. Every provision of this Agreement and such other
employment-related documents shall be construed as though all parties
participated equally in the drafting thereof. Any legal rule of construction
that a document is to be construed against the drafting party shall not be
applicable and is expressly waived by Company and Employee.
17. Counterparts. This Agreement may be executed in any number of
counterparts, all such counterparts shall be deemed to constitute one and the
same instrument, and each of said counterparts shall be deemed an original
hereof.
18. Captions. The captions used in this Agreement are inserted for
convenience only and shall not affect the meaning or construction of this
Agreement.
19. Notices. All notices required or permitted hereunder shall be
in writing and shall be deemed duly given upon receipt if either personally
delivered, sent by certified mail, return receipt requested, or sent by a
nationally-recognized overnight courier service, addressed to the parties as
follows:
If to Company: Renaissance Group International, Ltd.
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
If to Employee: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
or to such other address as any party may provide to the other in accordance
with this Section.
20. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof (i.e.,
Employee's employment by Company) and supersedes all prior or contemporaneous
understandings or agreements in regard thereto; provided, however, that
(except as otherwise set forth herein) this Agreement shall not affect or
supersede any rights of Company under any other contracts or other agreements
between or otherwise involving the parties, any restrictive covenants or any
similar agreements. No modification or addition to this Agreement shall be
valid unless in writing, specifically referring to this Agreement and signed
by all parties hereto. No waiver of any rights under this Agreement shall be
valid unless in writing and signed by the party to be charged with such
waiver. No waiver of any term or condition contained in this Agreement shall
be deemed or construed as a further or continuing waiver of such term or
condition, unless the waiver specifically provides otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement on the 15th day
of May, 1998.
RENAISSANCE INTERNATIONAL GROUP, LTD, EMPLOYEE:
a Nevada corporation
By: /s/ BY: /s/
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
