EXHIBIT 10.13
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), is made and entered into
as of the 1st day of January, 1997 (the "Effective Date"), by and between CGA
Group, Ltd., a Bermuda corporation (referred to herein as the "Employer"), and
Xxxxx X. Xxxxxxxx (the "Employee").
RECITALS
A. The Employer desires to employ the Employee for a specified term;
and
B. The Employee is willing to be employed by the Employer upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter contained, it is covenanted and agreed by and between
the parties hereto as follows:
AGREEMENTS
I. POSITION AND DUTIES. The Employer hereby employs the Employee as
the Chief Financial Officer of the Employer or in such other capacity as shall
be mutually agreed between the Employee and the Employer. During the period of
the Employee's employment hereunder, the Employee shall devote the Employee's
best efforts and full business time, energy, skills and attention to the
business and affairs of the Employer; provided, however, that the Employee shall
perform on behalf of the Employer in the United States of America only such
duties that are of a ministerial nature and the performance of which are in
compliance with the Operating Guidelines (the "Operating Guidelines," as such
term is defined in the Investment Units Subscription Agreement dated as of June
4, 1997 by and among CGA Group and the other parties named therein). The
Employee's duties and authority shall consist of and include all duties and
authority customarily performed and held by persons holding equivalent positions
with business organizations similar in nature and size to the Employer, as such
duties and authority are, subject to the immediately preceding sentence,
reasonably defined, modified and delegated from
time to time by the Board of Directors of the Employer (the "Board") or that
person to whom the Board has delegated such authority. The Employee shall have
the powers necessary to perform the duties assigned to him, and shall be
provided such supporting services, staff, secretarial and other assistance,
office space and accoutrements as shall be reasonably necessary and appropriate
in light of such assigned duties.
II. COMPENSATION. As compensation for the services to be provided by
the Employee, the Employee shall receive the following compensation and other
benefits:
A. BASE SALARY. The Executive shall receive an aggregate annual
minimum base salary ("Base Salary") at the rate of One Hundred Seventy Five
Thousand U.S. Dollars ($175,000.00) payable in installments in accordance with
the regular payroll practices of the Employer; provided that, any amount paid by
CGA Group or CGA Funding, L.P. with respect to the period commencing after
December 31, 1996 and ending May 31, 1997, shall be credited against the
aggregate annual minimum base salary for 1997 payable to the Employee. Such Base
Salary shall be subject to review annually, commencing on the anniversary of the
Effective Date and shall be maintained or increased during the term hereof in
accordance with the Employer's established compensation policies.
B. BONUSES. The Employee shall receive a cash bonus, payable within
thirty (30) days after the end of the 1997 calendar year in the amount of not
less than One Hundred Thousand Dollars ($100,000.00) ("Base Bonus"). The
Employee may receive a discretionary annual cash bonus ("Annual Bonus"), also
payable within thirty (30) days after the end of each subsequent calendar year
during which this Agreement is in effect, which shall be based upon an annual
incentive plan approved by the compensation committee of the board of directors
of the Employer.
C. CLUB MEMBERSHIP. The Employee shall be reimbursed for membership
dues at a local country club of his choice, in an amount to be mutually agreed
upon between the Employee and the Employer.
D. REIMBURSEMENT OF EXPENSES. In accordance with the expense
reimbursement policies of the
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Employer, as promulgated and in effect from time to time, the Employee shall be
reimbursed, upon submission of appropriate vouchers and supporting
documentation, for all travel, entertainment and other out-of-pocket expenses
reasonably and necessarily incurred by the Employee in the performance of his
duties hereunder.
E. MOVING AND INTERIM LIVING EXPENSES. The Employer shall pay all
reasonable expenses related to the relocation to Bermuda from Lafayette,
California of the Employee and his family, including packing and shipping the
Employee's entire household and all furniture, belongings and effects. If the
Employer's relocation to Bermuda entails the sale of Employee's primary
residence in the U.S. and such sale occurs within (12) months of the relocation
of the Employee's family, the Employer shall reimburse the Employee for real
estate brokerage fees incurred in such sale up to a maximum of seven percent
(7%) of the sale price, together with all closing costs, including reasonable
attorney's fees. In addition, the Employer shall pay the temporary living
expenses of the Employee and his family in Bermuda, in accommodations
commensurate with the Employee's position, for up to three (3) months. Such
expenses shall be reasonable and commensurate with the Employee's position. The
Employer shall also, upon termination of the Employee's employment hereunder,
pay all expenses related to the relocation of Employee and Employee's family to
the U.S. location of Employee's choice, including packing and shipping
Employee's effects, furniture and personal belongings.
F. HOUSING ALLOWANCE. The Employer shall pay the Employee a housing
allowance each month during the term of Employee's employment hereunder, in an
amount equal to the Employee's actual monthly housing rental expense not to
exceed the Maximum Monthly Allowance (as hereinafter defined), plus electric
utility costs; provided however, that such allowance shall not be paid during
any month in which the Employee is receiving temporary living expenses pursuant
to Section 2(e) above. As used herein, the term "Maximum Monthly Allowance"
shall mean Ten Thousand U.S. Dollars (U.S. $10,000) plus 50% (fifty percent) of
the Employee's actual monthly housing rental expense over U.S. $10,000 up to
U.S. $16,000 (it being understood that the Maximum Monthly Allowance
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payable by the Employer shall in no event exceed Thirteen Thousand U.S. Dollars
(U.S. $13,000)).
G. SCHOOLING EXPENSES. The Employer shall pay the private secondary
school tuition and fees for the Employee's children, in an amount not to exceed
ten thousand U.S. Dollars (U.S. $10,000) per child per academic year, during the
term of Employee's employment.
H. OTHER BENEFITS. The Employee shall be entitled to all benefits
specifically established for him by the Board or a committee thereof and, when
and to the extent he is eligible therefor, to participate in all plans and
benefits generally accorded to employees of the Employer, under the subject to
all of the terms thereof, including, but not limited to, as applicable, pension,
profit-sharing, supplemental retirement, incentive compensation , bonus,
disability income, split-dollar life insurance, group life, medical and
hospitalization insurance, and similar or comparable plans, and also to
perquisites extended to similarly situated senior employees. Additionally, the
Employer shall obtain for the benefit of the Employee's estate a term life
insurance policy with a value of two times the Employee's base salary as
presented in paragraph 2(a).
I. VACATIONS. The Employee shall be entitled to an annual vacation in
accordance with the operative vacation policy of the Employer in effect from
time to time, which vacation shall be taken at a time or times mutually
agreeable to the Employee and the Employer. In addition, each calendar year the
Company shall reimburse Employee for round-trip coach airfare for one trip to
the U.S. for the Employee and each member of his immediate family.
J. FULL BENEFIT OF ALLOWANCES. If any of the compensation and benefits
provided in paragraphs (e) through (g), the last sentence of paragraph (i), and
paragraphs (l), (m) and (n) shall be deemed taxable to the Employee in the U.S.,
the Employer shall pay to the Employee that additional amount necessary to
"gross-up" the payment in question and fully subsidize any U.S. tax consequences
to the Employee.
K. WITHHOLDING. The Employer shall be entitled to withhold, from
amounts payable to the Employee
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hereunder, any federal, state or local withholding or other taxes or charges
which it is from time to time required to withhold.
L. IMMIGRATION AND WORK PERMITS. The Employer shall be responsible for
and will pay all expenses related to obtaining all ordinary and necessary
immigration and work permit approvals on Employee's behalf with respect to his
employment in Bermuda. The Employee shall cooperate with the Employer in
obtaining such approvals.
M. TAX ASSISTANCE. The Employer shall provide the Employee with
reasonable expatriates tax assistance, provided by the independent accountants
and tax counsel regularly engaged by the Employer.
N. AUTOMOBILE EXPENSE. The Employee shall receive from Employer a
monthly auto expense assistance in the amount of $750.
III. TERM AND TERMINATION
A. BASIC TERM. The Employee's employment under this Agreement shall be
for a term of two (2) years commencing as of the Effective Date and shall
automatically extend for one (1) additional year commending on the second
anniversary of the Effective Date and on each anniversary thereafter, unless
terminated by either party effective as of the last day of the then current
Agreement Term by written notice to the effect delivered to the other not less
than one hundred twenty (120) days prior to the anniversary of such Effective
Date.
B. VOLUNTARY TERMINATION BY EMPLOYEE. The Employee may voluntarily
terminate this Agreement, at any time, by written notice to that effect
delivered to the Employer not less than thirty (30) days prior to the effective
date of Employee's voluntary termination. Upon Employee's voluntary termination,
Employee shall have no obligations to the Employer other than as provided for in
Sections 4 and 5 hereof, together with an obligation to provide Employee's
reasonable transitional assistance to the Employer for a period of not more than
thirty (30) days in connection with matters for which the Employee was
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responsible during the term of this Agreement and which were not concluded prior
to Employee's voluntary termination. Upon Employee's voluntary termination, no
Annual Bonus (or Base Bonus, if applicable) for the year in which such
termination occurs shall be payable to the Employee and no further payments of
any kind shall be due hereunder, except for compensation and benefits accrued as
of the date of such termination, and except that Employer shall pay all expenses
related to the relocation of Employee and Employee's family to the U.S. location
of Employee's choice, including packing and shipping Employee's household
effects, furniture and personal belongings.
C. PREMATURE TERMINATION WITHOUT CAUSE AND CONSTRUCTIVE TERMINATION.
1. In the event of the termination of the Employee's employment under
this Agreement prior to the last day of the then current term, either (A) by the
Employer for any reason other than a termination in accordance with the
provisions of paragraph 3(d), 3(e) or 3(f) or (B) by the Employee by written
notice to the Employer given within thirty (30) days of Constructive Discharge
(as hereinafter defined) effective as of thirty (30) days after such notice,
then the Employer shall: (A) pay the Employee the greater of (x) the Base Salary
the Employee would have received had he remained employed through the end of the
then current term of the Agreement and (y) six (6) months of Base Salary; (B)
pay the Employee, if such termination occurs in the 1997 calendar year, the Base
Bonus; (C) continue to provide coverage for the Employee under the medical
benefit program maintained by the Employer through the remainder of the term of
the Agreement (if permitted to do so under such program), and (D) pay all
expenses related to the relocation of Employee and Employee's family to the U.S.
location of Employee's choice, including packing and shipping Employee's
household effects, furniture and personal belongings. The benefits provided in
paragraphs 2(f), 2(g), 2(m) and 2(n) shall continue for 3 months or, if
Employee's children are attending school in Bermuda at the time of such
termination, the end of the academic school year, whichever is longer; provided,
however, that such continuation shall not
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include any expenses for temporary housing or accommodation in the U.S. The
benefits described in paragraphs 2(c) and 2(i) shall not continue following
termination under this paragraph 3(c).
2. Payments to the Employee under this paragraph 3(c) will be made in
accordance with the regular payroll practices of the Employer during the
remaining term of this Agreement or, at the election of the Employer, such
payments may be made in a lump sum.
3. For purposes of this Agreement, the Employee shall be deemed
"Constructively Discharged" if the Employer changes the primary employment
location of the Employee to a place other than Bermuda without the express
written consent of the Employee.
D. TERMINATION FOR CAUSE. Notwithstanding any other provision of this
Agreement, in the event of the termination of the Employee's employment under
this Agreement for cause, no Annual Bonus (or Base Bonus, if applicable) for the
year in which such termination occurs shall be payable to the Employee and no
further payments shall be due hereunder except for compensation or benefits
accrued as of the date of such termination, and except that Employer shall pay
all expenses related to the relocation of Employee and Employee's family to the
U.S. location of Employee's choice, including packing and shipping Employee's
household effects, furniture and personal belongings. For purposes of this
Agreement, "cause" shall mean: (i) a material violation by the Employer, in
which the Employee materially and directly participated, of any law or
regulation respecting the business of the Employer or any affiliate, other than
a material violation which is a direct result of the operation of the Employer
and/or its affiliates in accordance with the Operating Guidelines; (ii) the
Employee being found guilty by a court of competent jurisdiction or a plea of
guilty or nolo contendre to a charge of (A) any felony or (B) an act of
dishonesty in connection with the performance of his duties for the Employer; or
(iii) the willful or negligent failure of the Employee to perform his duties
hereunder in any material respect.
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E. TERMINATION UPON DEATH. If the Employee dies during the term of
this Agreement, payment of any accrued compensation due to the Employee at the
time of death including the bonus payable with respect to the prior calendar
year if death occurs prior to payment of such bonus, shall be made to such
beneficiary as the Employee may designate in writing, or failing such
designation, to the executor, administrator or other representative of his
estate (provided, however, that the Employee's Base Bonus or Annual Bonus
payable with respect to the calendar year in which such termination occurs (with
such Annual Bonus calculated based on the bonus(es) payable to the Employee with
respect to the immediately preceding year) shall be payable on a pro rata basis
to the date of the Employee's death). Such payments shall be in addition to any
other death benefits of the Employer for the benefit of the Employee and in full
settlement and satisfaction of all payments provided for in this Agreement,
except for benefits provided for in sections 2(e) through 2(g) and 2(j) through
2(n), which shall continue for 3 months following the Employee's death or, if
Employee's children are attending school in Bermuda at the time of such
termination, the end of the academic school year, whichever is longer. In
addition, Employer shall pay all expenses related to the relocation of
Employee's family to the single U.S. location of their choice, including packing
and shipping their household effects, furniture and personal belongings.
F. TERMINATION UPON DISABILITY. The Employer may terminate the
Employee's employment after the Employee is determined to be disabled under the
then current Employer program if such a program exists at the time the Employee
is disabled. If no such program exists, the Employee will be considered disabled
if the Employee suffers an illness or injury of a potentially permanent nature
which results in the Employee's inability to substantially perform his duties
hereunder as determined by the board of directors of the Employer's ultimate
parent for a period of either six (6) consecutive months, or one hundred and
twenty (120) business days within a consecutive twelve (12) month period. If the
Employer terminates the Employee after it is determined that the Employee is
disabled, the Employer shall pay the Employee the compensation accrued through
the date of the Employee's termination of employment including the bonus payable
with respect to the prior calendar year if the
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termination occurs prior to payment of such bonus (provided, however, that the
Employee's Base Bonus or Annual Bonus payable with respect to the calendar year
in which such termination occurs (with such Annual Bonus calculated based on the
bonus(es) payable to Employee with respect to the immediately preceding year)
shall be payable on a pro rata basis to the date of the Employee's termination).
In the event of a dispute regarding the Employee's disability, each party shall
choose a physician who together will choose a third physician to make a final
determination. The Employee shall be entitled to the compensation and benefits
provided for under this Agreement for any period during the term of this
Agreement and prior to the establishment of the Employee's disability.
Notwithstanding anything contained in this Agreement to the contrary, until the
date specified in a notice of termination relating to the Employee's disability,
the Employee shall be entitled to return to his position with the Employer as
set forth in this Agreement, in which event no disability of the Employee will
be deemed to have occurred. In the event of a termination of the Employee under
this paragraph Employer shall pay all expenses related to the relocation of
Employee and Employee's family to the U.S. location of Employee's choice,
including packing and shipping Employee's household effects, furniture and
personal belongings.
IV. CONFIDENTIALITY AND LOYALTY. The Employee acknowledges that during
the course of the Employee's employment, the Employee will produce and have
access to material, records, data, trade secrets and information not generally
available to the public regarding the Employer and its subsidiaries and
affiliates (collectively, "Confidential Information"). Accordingly, during and
subsequent to termination of this Agreement, the Employee shall hold in
confidence and not directly or indirectly disclose, use, copy or make lists of
any such Confidential Information, except to the extent that such information is
or thereafter becomes lawfully available from public sources, or such disclosure
is authorized in writing by the Employer, required by a law or any competent
administrative agency or judicial authority, or otherwise as reasonably
necessary or appropriate in connection with the Employee's performance of the
employee's duties hereunder. All records, files, documents and other
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materials or copies thereof relating to the Employer's business which the
Employee shall prepare or use shall be and remain the sole property of the
Employer, shall not be removed from the Employer's premises without its written
consent other than in the ordinary course of business, and shall be promptly
returned to the Employer upon termination of the Employee's employment
hereunder. The Employee agrees to abide by the Employer's reasonable policies,
as in effect from time to time, respecting avoidance of interests conflicting
with those of the Employer.
V. NON-SOLICITATION AND NON-COMPETITION COVENANTS
A. RESTRICTIVE COVENANT. The Employee and the Employer have jointly
reviewed the operations of the Employer and have agreed that the covenants
contained in this Section 5 are an essential ingredient of this Agreement and
are made in consideration for the payment of the amounts described in Sections 2
and 3 hereof. The Employee hereby agrees that, except with the express prior
written consent of the Employer, for a period of one (1) year after the
termination of the Employee's employment with the Employer, with respect to
clause (i) below, for any reason and, with respect to clause (ii) below, for any
reason other than a termination pursuant to Section 3(c)(the "Restrictive
Period"), the Employee (i) will not (a) solicit employees of the Employer or of
any subsidiary or affiliate of the Employer or (b) solicit clients or customers
of the Employer or of any subsidiary or affiliate of the Employer in respect of
any transaction, matter or business that directly or indirectly competes with
any of the businesses then conducted by the Employer or any of its subsidiaries
or affiliates, and (ii) will not directly or indirectly compete with the
business of the Employer, by directly or indirectly being a shareholder or
partner of or serving as an employee, officer or director of or consultant to,
or in any other capacity with, any person, firm, partnership, corporation,
subsidiary, division, joint venture, trust or other entity, or any division,
subsidiary or separate enterprise of any such entity, which (x) was created
during the term of Employee's employment with the Employer or is expected to be
created within a period of one (1) year after the Employee's termination of
employment with the Employer,
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and (y) which owns or operates a business which is either: (A) an insurer or
reinsurer of asset backed securities, mortgage backed securities or commercial
mortgage backed securities; or (B) an investment company that is directly or
indirectly owned by, affiliated with, attached to or otherwise related to an
insurer or reinsurer of asset backed securities, mortgage backed securities or
commercial mortgage backed securities; or (C) an investment advisory firm that
is directly or indirectly owned by, affiliated with, attached to or otherwise
related to an insurer or reinsurer of asset backed securities, mortgage backed
securities or commercial mortgage backed securities (the "Restrictive
Covenant"). If the Employee violates the Restrictive Covenant and the Employer
brings legal action for injunctive or other relief, the Employer shall not, as a
result of the time involved in obtaining such relief, be deprived of the benefit
of the full period of the Restrictive Covenant. Accordingly, the Restrictive
Covenant shall be deemed to have the duration specified in this paragraph 5(a)
computed from the date the relief is granted but reduced by the time between the
period when the Restrictive Period began to run and the date of the first
violation of the Restrictive Covenant by the Employee. The Restrictive Covenant
shall not prohibit the Employee from owning directly or indirectly capital stock
or similar securities which are listed on a securities exchange or quoted on the
National Association of Securities Dealers Automated Quotation System which do
not represent more than five percent (5%) of the outstanding capital stock of
any business similar to that of the Employer's.
B. REMEDIES FOR BREACH OF RESTRICTIVE COVENANT. The Employee acknowledges
that the restrictions contained in sections 4 and 5 of this Agreement are
reasonable and necessary for the protection of the legitimate business interests
of the Employer, that any violation of these restrictions would cause
substantial injury to the Employer and such interests, that the Employer would
not have entered into this Agreement with the Employee without receiving the
additional consideration offered by the Employee in binding himself to these
restrictions and that such restrictions were a material inducement to the
Employer to enter into this Agreement. In the event of any violation of these
restrictions, the Employer shall be relieved of all further obligations under
this Agreement and shall be
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entitled to any rights, remedies or damages available to the Employer under this
Agreement or otherwise at law or in equity. In addition, in the event of any
violation or threatened violation of these restrictions, the Employer shall be
entitled to preliminary and permanent injunctive relief to prevent or restrain
any such violation by the Employee and any and all persons directly or
indirectly acting for the Employee, as the case may be.
VI. INTEREST IN ASSETS. Neither the Employee nor the Employee's estate
shall acquire hereunder any rights in funds or assets of the Employer, otherwise
than by and through the actual payment of amounts payable hereunder; nor shall
the Employee or the Employee's estate have any power to transfer, assign,
anticipate, hypothecate or otherwise encumber in advance any of said payments;
nor shall any of such payments be subject to seizure for the payment of any
debt, judgment, alimony, separate maintenance or be transferable by operation of
law in the event of bankruptcy, insolvency or otherwise of the Employee.
VII. GENERAL PROVISIONS.
A. SUCCESSORS; ASSIGNMENT. Neither party hereto may assign his or its
rights or delegate his or its duties under this Agreement without the prior
written consent of the other party; provided, however, that (i) this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
the Employer upon any sale of all or substantially all of the Employer's assets,
or upon any merger, consolidation or reorganization of the Employer with or into
any other corporation, all as though such successors and assigns of the Employer
and their respective successors and assigns were the Employer; and (ii) this
Agreement shall inure to the benefit of and be binding upon the heirs, assigns
or designees of the Employee to the extent of any payments due to them
hereunder. As used in this Agreement, the term "Employer" shall be deemed to
refer to any such successor or assign of the Employer referred to in the
preceding sentence.
B. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the
entire agreement between the
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parties respecting the subject matter hereof, and supersedes all prior
negotiations, undertakings, agreements and arrangements with respect thereto,
whether written or oral. Except as otherwise explicitly provided herein, this
Agreement may not be amended or modified except by written agreement signed by
the Employee and the Employer.
C. ENFORCEMENT AND GOVERNING LAW. The provisions of this Agreement
shall be regarded as divisible and separate; if any of said provisions should be
declared invalid or unenforceable by a court of competent jurisdiction, the
validity and enforceability of the remaining provisions shall not be affected
thereby. This Agreement shall be construed and the legal relations of the
parties hereto shall be determined in accordance with the laws of the State of
New York, without reference to the law regarding conflicts of law.
D. ARBITRATION. The provisions of paragraph 5(b) shall supersede the
provisions of this paragraph 7(d) in the event of a simultaneous dispute between
the Employer and the Employee so as to afford the Employer with the remedy of
injunctive relief, without the necessity for arbitration. Any dispute or
controversy arising under or in connection with this Agreement or the Employee's
employment by the Employer shall be settled exclusively by arbitration,
conducted by a single arbitrator sitting in New York City, New York, in
accordance with the rules of the American Arbitration Association (the "AAA")
then in effect. The arbitrator shall be selected by mutual agreement between the
Employer and the Employee. However, in the event that the parties are unable to
agree on an arbitrator within a period of one week, the arbitrator shall be
selected by the parties from a list of eleven (11) arbitrators provided by the
AAA, provided that no arbitrator shall be related to or affiliated with either
of the parties. If the parties mutually agree on an arbitrator within ten (10)
days after the list of the proposed arbitrators is received by the parties, then
no later than twenty (20) days after such list is received by the parties, the
parties, or their respective representatives, shall meet at a mutually
convenient location in New York City, New York, or telephonically. At that
meeting, the party who sought arbitration shall eliminate one (1) proposed
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arbitrator and then the other party shall eliminate one (1) proposed arbitrator.
The parties shall continue to eliminate names from the list of proposed
arbitrators in this manner until each part has eliminated five (5) proposed
arbitrators. The remaining arbitrator shall arbitrate the dispute. Each party
shall submit, in writing, the specific requested action or decision it wishes to
take, or make, with respect to the matter in dispute, and the arbitrator shall
be obligated to choose one (1) party's specific requested action or decision,
without being permitted to effectuate any compromise position. The party whose
requested action or decision is not selected by the arbitrator shall bear the
cost of all counsel, experts or other representatives who are retained by both
parties, together with all costs of the arbitration proceeding, including,
without limitation, the fees, costs and expenses imposed or incurred by the
arbitrator. Judgment may be entered on the arbitrator's award in any court
having jurisdiction; provided, however, that the Employee shall be entitled to
seek specific performance of the Employee's right to be paid through the date of
termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement.
E. WAIVER. No waiver be either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this Agreement
to be performed by the other party, shall be deemed a waiver of any similar or
dissimilar provisions or conditions at the same time or any prior or subsequent
time.
F. NOTICES. Notices pursuant to this Agreement shall be in writing and
shall be deemed given when received; and, if mailed, shall be mailed by United
States registered or certified mail, return receipt requested, postage prepaid;
and if to the Employer, addressed to the principal headquarters of the Employer,
attention: Chairman; or, if to the Employee, to the address set forth below the
Employee's signature on this Agreement, or to such other address as the party to
be notified shall have given to the other.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
CGA Group, Ltd. Xxxxx X. Xxxxxxxx
By: /s/ XXXXXXX X. PRICE /s/ XXXXX X. XXXXXXXX
--------------------------- --------------------------
Xxxxxxx X. Price 000 Xxx Xxxxx Xxxxx
Chief Executive Officer Xxxxxxxxx,
Xxxxxxxxxx 00000
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