Exihibit 10.21
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT, dated as of the ___ day of __________, 1997 (this
"Agreement"), among Triton Group Ltd., a Delaware corporation (the "Company"),
Xxxxx Xxxxxxxxx (the "Executive"), and, solely for purposes of Section 17 of
this Agreement, Securities Systems Holdings, Inc., a Delaware corporation
("SSH").
WITNESSETH:
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is appropriate and in the best interests of the Company and
its stockholders to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties; and
WHEREAS, the Executive is a party to the "Death and Severance Benefit
Agreement" with SSH, dated as of August 8, 1995 (the "Prior Severance
Agreement"); and
WHEREAS, pursuant to an Agreement and Plan of Merger, dated __________ __,
199_ (the "Merger Agreement"), by and among the Company, Triton Acquisition
Corp., a Delaware corporation ("Merger Sub"), and SSH, as of the date hereof,
Merger Sub will be merged with and into SSH, with SSH as the surviving entity
(the "Merger") and as a wholly owned subsidiary of the Company; and
WHEREAS, the Executive shall become employed by the Company as of the
Effective Date (as defined in the Merger Agreement); and
WHEREAS, the Company, SSH and the Executive desire that the Prior
Severance Agreement be terminated, and that the terms and conditions set forth
herein apply to the Executive in connection with his employment with the Company
from and after the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and in further consideration of services to be performed by the
Executive for the Company, the Company, the Executive, and, solely for purposes
of Section 15, SSH do hereby agree as follows:
1. Certain Definitions. For purposes of this Agreement, the following
terms have the meanings indicated:
(a) "Award" shall mean any award granted pursuant to the terms of
the Plan, including but not limited to stock options, stock appreciation
rights ("SARs") (including Limited SARs), restricted stock, deferred
stock, stock granted as a bonus or in lieu of other awards, dividend
equivalents, and other stock-based awards.
(b) "Cause" shall mean: (i) the willful and continued failure by the
Executive to substantially perform his duties for the Company (other than
any such failure resulting from the Executive's incapacity due to physical
or mental illness, or any such actual or anticipated failure after the
Executive announces his intention to resign for Good Reason), and such
failure is not cured by the Executive within seven days from the date the
Company notifies the Executive thereof, (ii) the willful engaging by the
Executive in misconduct which is materially and financially injurious to
the Company, or (iii) the Executive's conviction of a felony. No act, or
failure to act, on the Executive's part shall be considered "willful"
unless done, or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best interest of
the Company.
(c) "Change in Control" shall be deemed to have occurred upon:
(i) the date of the acquisition by any "person" (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act),
excluding the Company or any of its subsidiaries or affiliates or
any employee benefit plan sponsored by any of the foregoing, of
beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 50% or more of either (x) the then outstanding
shares of common stock of the Company or (y) the then outstanding
voting securities entitled to vote generally in the election of
directors; or
(ii) the date the individuals who constitute the Board as of
the date of this Agreement (the "Incumbent Board") cease for any
reason to constitute at least a majority of the members of the
Board, provided that any individual becoming a director subsequent
to the effective date of this Agreement whose election, or
nomination for election by the Company's stockholders, was approved
by a vote of at least a majority of the directors then comprising
the Incumbent Board (other than any individual whose nomination for
election to Board membership was not endorsed by the Company's
management prior to, or at the time of, such individual's initial
nomination for election) shall be, for purposes of this Agreement,
considered as though such person were a member of the Incumbent
Board; or
(iii) the consummation of a merger, consolidation,
recapitalization, reorganization, sale or disposition of all or a
substantial portion of the Company's assets, a reverse stock split
of outstanding voting securities, the issuance of shares of stock of
the Company in connection with the acquisition of the stock or
assets
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of another entity, provided, however, that a Change in Control shall
not occur under this clause (iii) if consummation of the transaction
would result in at least 50% of the total voting power represented
by the voting securities of the Company (or, if not the Company, the
entity that succeeds to all or substantially all of the Company's
business) outstanding immediately after such transaction being
beneficially owned (within the meaning of Rule 13d-3 promulgated
pursuant to the Exchange Act) by at least 50% of the holders of
outstanding voting securities of the Company immediately prior to
the transaction, with the voting power of each such continuing
holder relative to other such continuing holders not substantially
altered in the transaction.
(d) "Disability" shall mean the Executive's incapacity due to
physical or mental illness to substantially perform his duties on a
full-time basis for six consecutive months; provided, however, that if the
Executive shall not agree with a determination to terminate him because of
Disability, the question of the Executive's Disability shall be subject to
the certification of a qualified medical doctor agreed to by the Company
and the Executive or, in the event of the Executive's incapacity to
designate a doctor, the Executive's legal representative. In the absence
of agreement between the Company and the Executive (or the Executive's
representative, as the case may be), each party shall nominate a qualified
medical doctor and the two doctors shall select a third doctor, who shall
make the determination as to Disability.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time. References to any provision of the Exchange
Act shall be deemed to include rules thereunder and successor provisions
and rules thereto.
(f) "Good Reason" shall mean (i) the assignment to the Executive by
the Company of duties inconsistent with the Executive's position, duties,
responsibilities and status with the Company as in effect on the date of
this Agreement or such later date on which the Executive agrees in writing
to a change in such position, duties, responsibilities and/or status, or
any removal of the Executive from or any failure to reelect the Executive
to any of such positions; or (ii) any reduction by the Company in the
Executive's base salary as in effect on the date hereof or as the same may
be increased from time to time; or (iii) any failure by the Company to
continue in effect as to the Executive, without a substantially comparable
replacement, any material compensation or benefit plan or program in which
the Executive was participating; or (iv) any attempted relocation of the
Executive's place of employment to a location more than 50 miles from the
location of such employment on the date of such attempted relocation; or
(v) any material breach by the Company of any provision of this Agreement.
The Executive shall not be deemed to have resigned for Good Reason
hereunder without (i) written notice by the Executive to the Company
setting forth the reasons for the Executive's intention to resign for Good
Reason, and (ii) an opportunity for the Company to cure the reasons which
give rise to such claim within seven (7) days after the date of such
written notice.
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(g) "Plan" shall mean the 1997 Long-Term Stock Incentive Plan of
Triton Group Ltd.
2. Termination Without Cause or Resignation with Good Reason. In the event
of (i) the termination of the employment of the Executive without Cause (for any
reason other than by death or Disability) or (ii) the resignation of the
Executive from the Company for Good Reason, the Company shall pay or provide to
the Executive the following:
(a) any earned and accrued but unpaid installment of base salary
through the date of the Executive's resignation or termination at the rate
in effect at the time of such resignation or termination (or, if greater,
immediately prior to the occurrence of an event that constitutes Good
Reason) and all other unpaid amounts to which the Executive is entitled as
of such date under any compensation plan or program of the Company,
including, without limitation, all accrued vacation time; such payments to
be made in a lump sum within 30 days following the date of resignation or
termination; and
(b) in lieu of any further salary payments to the Executive for
periods subsequent to his date of resignation or termination, an amount
equal to the sum of (i) the Executive's annual base salary in effect as of
the date of the Executive's resignation or termination (or, if greater,
the Executive's annual base salary in effect immediately prior to the
occurrence of an event that constitutes Good Reason) and (ii) the average
of the annual bonus amounts that were earned by the Executive as bonus
compensation from the Company and/or SSH for the most recent three years
in which bonuses were paid to the Executive which occurred prior to the
year in which the Executive's resignation or termination occurred; such
payment to be made in a lump sum within 30 days following the date of
Executive's resignation or termination; and
(c) for a period of not less than one year following the Executive's
date of resignation or termination, the Company shall reimburse the
Executive for the reasonable expenses incurred by him in seeking
employment with another employer including the fees of a reputable
outplacement organization, up to a maximum of $25,000; and
(d) the Company shall maintain in full force and effect for one year
following the date of the Executive's resignation or termination, for the
continued benefit of the Executive, all employee welfare benefit plans and
perquisite programs in which the Executive was entitled to participate
immediately prior to the Executive's resignation or termination, provided
that the Executive's continued participation is possible under the general
terms and provisions of such plans and programs. In the event that the
Executive's participation in any such plan or program is barred, the
Company shall, at its sole cost and expense, arrange to provide the
Executive with benefits substantially similar to those which the Executive
would otherwise have been entitled to receive under such plans and
programs from which his continued participation is barred; and
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(e) with respect to any Award granted to the Executive pursuant to
the Plan which is subject to future vesting and/or other restrictions
regarding the exercisability or full enjoyment of the Award as of the date
of the Executive's resignation or termination (if any), then,
notwithstanding the terms of the Plan or the certificate evidencing the
Award thereunder, the continued vesting or lapse of restrictions with
respect to such Award shall not cease with reference to such termination
or resignation, but shall continue during the duration of the term of the
Award in accordance with the schedule set forth in the certificate
evidencing such Award as if the Executive's employment with the Company
had continued throughout such vesting and/or lapse of restriction period.
In addition, with respect to each Award granted to the Executive pursuant
to the Plan (whether or not fully vested or free of restrictions at the
time of termination or resignation hereunder), the exercisability and the
full enjoyment of such Award shall not terminate with reference to such
termination or resignation, but shall be extended for the duration of the
entire term of the Award in accordance with the Plan and/or the
certificate evidencing such Award as if the Executive's employment with
the Company had continued during such entire term, notwithstanding the
terms of the Plan or the certificate evidencing the Award thereunder.
3. Termination for Death. In the event of the termination of the
employment of the Executive by reason of his death, the Company shall pay to the
Executive's designated beneficiary or estate the amounts set forth in paragraphs
(a) and (b) of Section 2 above, pursuant to which the date of the Executive's
death shall be considered the date of his termination thereunder. In addition,
with respect to any Award granted to the Executive pursuant to the Plan, in the
event that such Award is subject to future vesting or other restrictions
regarding the exercisability or full enjoyment of the Award as of the date of
the Executive's death, then, notwithstanding the terms of the Plan or the Award
Agreement thereunder, all restrictions thereon shall immediately lapse, and each
such Award shall be deemed immediately and fully vested and exercisable under
the Plan, as of the date of such death.
4. Termination for Cause or Disability or Resignation without Good Reason.
In the event of the Executive's termination of employment for Cause or
Disability or his resignation without Good Reason, only the amount set forth in
paragraph (a) of Section 2 shall be payable to the Executive, except that, in
the case of the Executive's termination for Disability hereunder, the Executive
shall also receive the benefits set forth in Section 2(e) hereof . Other than in
the case of the Executive's conviction of a felony, the Executive shall not be
deemed to have been terminated for Cause by the Company hereunder without (i)
notice to the Executive setting forth the reasons for the Company's intention to
terminate the Executive for Cause, (ii) an opportunity for the Executive,
together with his counsel, to be heard before the Board, and (iii) delivery to
the Executive of written notice from the Board finding that in the reasonable
good faith opinion of the Board, the Executive was guilty of conduct set forth
in the definition of Cause in Section 1 hereof, and specifying the particulars
thereof in detail.
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5. Termination or Resignation in connection with a Change in Control.
(a) Notwithstanding the provisions of Sections 2 and 4, in the event
of the termination of the employment of the Executive for any reason other
than death, whether initiated by the Company with or without Cause, or
initiated by the Executive with or without Good Reason, which termination
occurs within the one year period following the date of a Change in
Control, then, in lieu of the amounts and benefits specified in Sections 2
and 4, the Executive shall be entitled to receive (i) the amount set forth
in Section 2(a), (ii) the amount set forth in Section 2(b), and (iii) the
benefits provided for in Sections 2(c) and (d).
(b) Notwithstanding the provisions of Section 2, in the event of the
resignation or termination of the employment of the Executive for any
reason specified therein, and such resignation or termination occurs
within the four month period (i) prior to the date of a Change in Control,
(ii) following commencement (within the meaning of Rule 14d-2 as
promulgated under the Exchange Act) of a "tender offer" for stock of the
Company subject to Section 14(d)(2) of the Exchange Act, which if
consummated, would result in an acquisition described in clause (i) of
Section 1(b), (iii) following the execution by the Company of an agreement
the consummation of which would constitute a Change in Control, (iv)
following the solicitation of proxies for the election of directors by
anyone other than the Company, or (v) following the approval by the
Company's stockholders of any transaction described in Section 1(b)(iii),
then, in lieu of the amounts and benefits specified in Section 2:
(x) the Executive shall be entitled to receive the amounts and
benefits specified in Section 5(a), and
(y) with respect to any Award granted to the Executive pursuant to
the Plan, in the event that such Award is subject to future vesting
or other restrictions regarding the exercisability or full enjoyment
of the Award as of the date of such resignation or termination,
then, notwithstanding the terms of the Plan or the Award Agreement
thereunder, the accelerated vesting and lapse of restriction
provisions set forth in Section 7(g) of the Plan shall be applicable
with respect to such Awards as if a Change in Control had occurred
on the date of such resignation or termination.
Amounts and benefits payable by reason of clause (b)(i) of this Section 5
shall be paid within ten days following the date of the Change in Control,
but shall be offset by any amounts previously paid pursuant to Section 2.
6. Certain Taxes.
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(a) In addition to any amounts payable under this Agreement, the
Company shall pay to the Executive an amount that, on an after-tax basis
(including federal income and excise taxes, and state and local income
taxes) equals the excise tax imposed by Section 4999 of the Code upon
the Executive by reason of amounts payable under this Agreement (including
this Section 6(a)), as well as amounts payable outside of this Agreement
by the Company that are described in Section 280G(b)(2)(A)(i) of the Code,
such payment to be made within ten days following the Executive's
termination of employment. For purposes of this Section 6(a), the
Executive shall be deemed to pay federal, state and local income taxes at
the highest marginal rate of taxation.
(b) The Company shall have the right to deduct from any amounts
payable under this Agreement an amount necessary to satisfy its
obligation, under applicable laws, to withhold income or other taxes of
the Executive attributable to payments made hereunder.
7. No Obligation to Mitigate Damages; No Effect on Other Contractual
Rights. The Executive shall not be required to mitigate damages or the amount of
any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by the Executive as the result of
employment by another employer after the date of resignation or termination, or
otherwise. The provisions of this Agreement, and any payment provided for
hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish the Executive's existing rights, or rights the Executive may acquire in
the future, under any employee benefit plan, incentive plan, employment
agreement or other contract, plan or arrangement.
8. Indemnification. The Company shall indemnify the Executive within 60
days after receipt of a request therefor against all judgments, fines,
settlements, payments and expenses, including reasonable attorneys' fees, paid
or incurred in connection with any claim, action, suit or proceeding, civil,
criminal, administrative or investigatory ("Proceeding"), to which the Executive
may be made a party or with which he may be threatened by reason of his being or
having been an employee, officer or director of the Company or, at the Company's
request, an employee, officer or director of any other corporation, firm,
association or other organization, or by reason of any action or omission by the
Executive in such capacity, whether or not the Executive continues to hold such
position or act in such capacity at the time of incurring such expenses or at
the time the indemnification is made, other than in connection with actions
taken by the Executive which constitute gross negligence in the performance of
his duties for the Company which the Executive has undertaken without the
reasonable good faith belief that such actions were in the best interest of the
Company. The foregoing right of indemnification shall not be exclusive of other
rights to which the Executive may otherwise be entitled. The Company shall pay
the reasonable expenses (including reasonable attorneys' fees) incurred by the
Executive in defending any Proceeding in advance of the final disposition
thereof. The Company shall advance all such expenses by or on behalf of the
Executive within
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15 days after receipt of his request therefor, accompanied or preceded by
reasonable evidence of such expenses. The Executive will also be named as an
insured under any directors and officers or similar insurance policy that the
Company may purchase.
9. Successor to the Company. The Company will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to the Executive,
expressly, absolutely and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession or assignment had taken place. For
purposes of clarity, any failure of the Company to obtain such agreement prior
to the effectiveness of any such succession or assignment shall be a material
breach of this Agreement and shall entitle the Executive to terminate the
Executive's employment for Good Reason. As used in this Agreement, the term
"Company" shall mean the Company as hereinbefore defined and any successor or
assign to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 9 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.
10. Enforcement.
(a) This Agreement shall inure to the benefit of and be enforceable
by the Executive's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
the Executive should die while any amounts are still payable to him
hereunder, all such amounts shall be paid in accordance with the terms of
this Agreement to the Executive's estate or beneficiary.
(b) In the event that the Company shall fail or refuse to make
payment of any amounts due the Executive hereunder within the appropriate
time period, the Company shall pay to the Executive, in addition to the
payment of any other sums provided in this Agreement, interest, compounded
daily, on any amount remaining unpaid from the date payment is required
until paid to the Executive, at the rate from time to time announced by
Chase Manhattan Bank as its "prime rate" plus 2%, each change in such rate
to take effect on the effective date of the change in such prime rate.
(c) The Company shall pay all reasonable fees and expenses
(including attorneys' fees) that the Executive may incur as a result of
the Company's contesting the validity, enforceability, or the Executive's
interpretation of, this Agreement (regardless of the outcome of any
litigation to enforce this Agreement).
11. Non-Competition.
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(a) The Executive hereby acknowledges that the services which he
will perform for the Company are of a special and unique nature, and that
the Company would find it extremely difficult or impossible to replace the
Executive. Accordingly, the Executive agrees that, in consideration of
this Agreement and the payments to be received by him hereunder in the
event the occurrence of certain actions as specified herein, the Executive
will not (i) from and after the date hereof through the period during
which the Executive continues to be employed by the Company (the
"Employment Period"), and (ii) in the event of the Executive's termination
or resignation hereunder pursuant to the provisions set forth in Sections
2 and 4 hereof, for the one-year period thereafter (the "Non-Competition
Period"), directly or indirectly, own, manage, operate, join, control or
participate in the ownership, management, operation or control of, or be
connected as a director, officer, employee, partner, lender, consultant or
otherwise ("Participate" or a "Participation") with, any business or
organization in any part of the United States in which the Company sells
products or provides services, which Competes with the Company (as
hereinafter defined), except with the Company's prior written consent,
provided, however, that it is acknowledged that the Executive's children
beneficially own common equity in SPS Inc. in an amount less than 3% of
the total common equity of SPS Inc., and such ownership shall not cause
the Executive to be in breach of this Agreement. For purposes of this
Agreement, a business or organization shall be deemed to "Compete with the
Company" if such business or entity is engaged in the residential and/or
commercial security business, and the residential and/or commercial
security business constitutes the majority of such business or
organization's business operations; provided, however, that with respect
to a business or organization in which the residential and/or commercial
security business constitutes less than the majority of such business or
organization's business operations, the Executive shall be prohibited
hereunder from Participating in the division, segment or other portion of
such business or entity which is engaged in the residential and/or
commercial security business during the Non-Competition Period. Nothing in
this paragraph shall prohibit the Executive from owning for investment
purposes an aggregate of up to 3% of the publicly traded securities of any
corporation listed on the New York or American Stock Exchange or whose
securities are quoted on the NASDAQ National Market, provided that there
shall be no limitation on the percentage of ownership of the Company or
any successor thereto that may be owned by the Executive hereunder.
Notwithstanding anything which may be to the contrary herein, the
Executive shall not be required to cease Participation in any business or
organization which begins to Compete with the Company subsequent to the
time when the Executive commences such Participation, provided that such
business or organization began to Compete with the Company through no
action, assistance, or plan of the Executive.
(b) It is the desire and intent of the parties that the provisions
of Section 11 of this Agreement shall be enforced under the laws and
public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular provision of Section 11 of this
Agreement is adjudicated to be invalid or unenforceable or shall for
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any reason be held to be excessively broad as to duration, geographic
scope, activity or subject, it shall be construed by limiting and reducing
it, so as to be enforceable to the extent compatible with applicable law
and such provision shall be deemed modified and amended to the extent
necessary to render such provision enforceable in such jurisdiction.
(c) In the event of a breach or threatened breach by the Executive
of the provisions of Section 11(a), in addition to other remedies
available to the Company at law (the amount of which shall be limited by
this Section 11(c)) or in equity, the Company shall be entitled to a
temporary or permanent injunction or injunctions, or temporary restraining
orders or orders to prevent breaches thereof, in each case, without the
need to post any security or bond. All remedies available for breach of
this Agreement are cumulative, and the pursuit of any remedy shall not be
construed as an election of such remedy or as prohibiting the Company from
or limiting the Company in pursuing any other remedies available for any
breach or threatened breach of this Agreement. The parties hereto agree
and stipulate in advance that in any action brought by or on behalf of the
Company to recover damages against the Executive for a breach of the
provisions of Section 11(a) hereof, the maximum damages that may be
awarded in the event that the Executive is ultimately adjudged to have
breached such provisions shall be limited to the Executive's most recent
annual salary multiplied by a fraction, the numerator of which shall be
the number of full months that the Executive was finally adjudged to have
been in breach of this covenant, and the denominator of which shall be
twelve.
12. Confidentiality. The Executive acknowledges that the Company will be
engaged in a business involving Confidential Information (as hereinafter
defined) that is proprietary to the Company. In addition, the Executive
acknowledges that through employment with the Company, he will have access to,
and will acquire or assist in the development of, Confidential Information
regarding the Company and its technologies, customers and plans, the disclosure
of which to others would cause the Company to suffer substantial damage. In
consideration of the obligations undertaken by the Company as set forth herein,
the Executive will not, at any time during or after the Employment Period,
publish, disclose or use, or authorize any other person or entity to publish,
disclose or use, any Confidential Information of or about the Company of which
the Executive has already become, or becomes, aware or informed during his
employment with the Company, whether or not developed by him, except (i) as
required by law (including but not limited to judicial or administrative
process), (ii) in the performance of the Executive's duties for the Company, or
(iii) in the event that the Confidential Information becomes generally known to
the public through no actions (either directly or indirectly) of the Executive.
For purposes hereof, the term "Confidential Information" shall include, without
limitation, matters of a technical nature, "know-how," formulas, secret
processes, works of authorship, computer programs, materials, patent
applications, new product plans, technical improvements, test data, progress
reports and research projects, and matters of a business nature, such as
business plans, prospects, financial information, marketing plans and
strategies, proprietary information about costs, profits, markets, sales, lists
of customers and suppliers of the Company, procurement
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and promotional information, credit and financial data concerning customers or
suppliers of the Company, information relating to the management and operation
of the Company, and other information of a similar nature to the extent not
available to the public.
13. Non-Solicitation. During (a) the Employment Period, and (b) in the
event of the Executive's termination or resignation hereunder pursuant to the
provisions set forth in Sections 2 and 4 hereof, for the two-year period
thereafter (the "Non-Solicitation Period"), the Executive shall not, directly or
indirectly (i) solicit, entice or induce any individual that currently (i.e.,
currently at the time of any such restricted action during the Non-Solicitation
Period) is an employee of the Company to become employed by any individual,
business or entity other than the Company, or (ii) approach any such employee
for such purpose, or authorize or participate or assist with the taking of such
actions by any other individual, business or entity.
14. Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:
If to the Company:
Triton Group Ltd.
[Address]
If to the Executive:
Xx. Xxxxx Xxxxxxxxx
0 Xxxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
15. Modifications and Waivers. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the parties hereto. No waiver by any party hereto
at any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed to be a waiver of similar or dissimilar provision or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut.
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16. Validity. The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
17. Termination of Prior Severance Agreement. The Prior Severance
Agreement is hereby terminated, and shall be considered null and void as of the
date first above written.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
TRITON GROUP LTD.
By:_______________________________
Name:
Title:
XXXXX XXXXXXXXX
__________________________________
SOLELY FOR PURPOSES OF SECTION 17:
SECURITIES SYSTEMS HOLDINGS, INC.
By:_______________________________
Name:
Title:
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