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EXHIBIT 10.16
PROXICOM, INC. EXECUTIVE
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT (the "Agreement") is dated as February
16, 1999, between Proxicom, Inc., (the "Employer"), and Xxx Xxxxxx (the
"Executive"), a resident of Virginia.
WHEREAS, the Executive serves as a Senior Vice President of the
Employer, and in that role has been important in developing and expanding the
business and operations of the Employer and possesses valuable knowledge and
skills with respect to such business; and
WHEREAS, the Board of Directors of the Employer (the "Board")
believes that it is in the best interests of the Employer to encourage the
Executive's continued employment with and dedication to the Employer, including
in the face of potentially distracting circumstances arising from the
possibility of a change in control of the Employer; and
WHEREAS, the Board has adopted a policy which authorizes the
Employer to enter into this Agreement with the Executive; and
WHEREAS, the parties desire to enter into this Agreement setting
forth the terms and conditions for the payment of compensation to the Executive
in the event of a termination of the Executive's employment during the term of
this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements of the parties contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
SECTION 1. TERM. The initial term of this Agreement shall be for a
period commencing on February 16, 1999 and will remain in effect until
terminated or amended by the parties hereto; provided, however, that, in the
event of a Change in Control Event during the initial term of this Agreement,
the term of this Agreement shall be automatically extended, if necessary, so
that this Agreement remains in full force and effect for the Change in Control
Period (as defined in Section 10) and until all payments required to be made
hereunder have been made. This Agreement may be renewed or amended by written
agreement of the parties. References herein to the term of this Agreement shall
include the initial term and any additional period for which this Agreement is
extended or renewed.
SECTION 2. TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE
IN CONTROL EVENT. Subject to the terms of this Agreement, the Executive shall be
entitled to receive severance payments from the Employer for services previously
rendered to the Employer and its affiliates in the event the Executive's
employment is terminated by the Employer other than for Cause (as defined in
Section 8):
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(a) OTHER THAN FOR CAUSE.
If, during the term of this Agreement, but prior to a Change in
Control Event, the employer terminates the Executive's employment other than for
Cause:
(i) the Employer shall pay to the Executive the
following amounts:
A. the sum of (1) the Executive's Annual Base
Salary (as defined in Section 7) through the Date of Termination
to the extent not theretofore paid, (2) the product of (x) the
Annual Bonus (as defined in Section 7) and (y) a fraction, the
numerator of which is the number of days in the current fiscal
year through the effective date of termination of the Executive's
employment (the "Date of Termination"), and the denominator of
which is 365, and (3) any compensation previously deferred by the
Executive (together with any accrued interest or earnings thereon)
and any accrued vacation pay, in each case, to the extent not
theretofore paid, (the sum of the amounts described in clauses
(1), (2), and (3) shall be hereinafter referred to as the "Accrued
Obligations") in a lump sum in cash in accordance with applicable,
but in any event within 30 days of the Date of Termination; and
B. an amount equal to the sum of (x) the
Executive's Annual Base Salary and (y) the Annual Bonus, in
substantially equal proportionate installments in accordance with
the Employer's normal payroll practices, commencing with the first
payroll period in the month following the month in which the Date
of Termination occurs, for a period of one year; and
(ii) for one year after the Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan,
program, practice or policy, the Employer shall continue benefits to the
Executive and/or the Executive's family at least equal to those which
would have been provided to them in accordance with the welfare benefit
plans, practices, policies and programs provided by the Employer and its
affiliated companies (including, without limitation, medical,
prescription, dental, disability, Executive life, group life, accidental
death and travel accident insurance plans and programs) to the extent
applicable generally to other peer Executives of the Employer and its
affiliated companies, as if the Executive's employment had not been
terminated; provided, however, that if the Executive becomes reemployed
with another employer and is eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided
under such other plan during such applicable period of eligibility. The
cost for these welfare benefits shall be paid by the Executive and
Employer in the same proportion as paid by other peer Executives and the
Employer as if the Executive had not been terminated.
and (iii) to the extent not theretofore paid or provided,
the Employer shall timely pay or provide to the Executive any other
amounts or benefits required to be paid or provided or which the
Executive is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Employer and its affiliated
companies (such other amounts and benefits shall be hereinafter referred
to as the "Other Benefits").
(b) CAUSE. If the Executive's employment is terminated for
Cause during the term of this Agreement, this Agreement shall terminate without
further obligations to the Executive, other than the obligation to pay to the
Executive (x) his Current Annual Base Salary through the Date of Termination,
(y) the amount of any compensation previously deferred by the Executive, and (z)
Other
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Benefits through the Date of Termination, in each case to the extent theretofore
unpaid. If the Executive voluntarily terminates employment during the term of
this Agreement this Agreement shall terminate without further obligations to the
Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits through the Date of Termination. In such case, all
Accrued Obligations shall be paid to the Executive in a lump sum in cash in
accordance with applicable law, but in any event within 30 days of the Date of
Termination.
SECTION 3. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN
CONTROL EVENT. Subject to the terms of this Agreement, the Executive shall be
entitled to receive severance payments from the Employer for services previously
rendered to the Employer and its affiliates if a Change in Control Event occurs
during the term of this Agreement and the Executive's employment is terminated
by the Executive for Good Reason or by the Employer other than for Cause during
the period commencing upon such Change in Control Event (as defined in Section
10) and ending one year after a Change in Control (as defined in Section l0)(the
"Change in Control Period").
(a) GOOD REASON: OTHER THAN FOR CAUSE. If a Change in Control
Event occurs during the term of this Agreement and the Employer terminates the
Executive's employment other than for Cause or the Executive terminates
employment for Good Reason during the Change in Control Period:
(i) the Employer shall pay to the Executive the
following amounts:
A. the "Accrued Obligations" in a lump sum in
cash in accordance with applicable law, but in any event within 30
days of the Date of Termination; and
B. the amount equal to the sum of (x) the
Executive's Annual Base Salary and (y) the Annual Bonus, in a
lump sum in cash within 30 days of the Date of Termination; and
(ii) for one (1) year after the Date of Termination, or
such longer period as may be provided by the terms of the appropriate
plan, program, practice or policy, the Employer shall continue benefits
to the Executive and/or the Executive's family at least equal to those
which would have been provided to them in accordance with the welfare
benefit plans, practices, policies and programs provided by the Employer
and its affiliated companies (including, without limitation, medical,
prescription, dental, disability, Executive life, group life, accidental
death and travel accident insurance plans and programs) to the extent
applicable generally to other peer Executives of the Employer and its
affiliated companies, as if the Executive's employment had not been
terminated; provided, however, that if the Executive becomes reemployed
with another employer and is eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided
under such other plan during such applicable period of eligibility. The
cost for these welfare benefits shall be paid by the Executive and
Employer in the same proportion as paid by other peer Executives and the
Employer as if the Executive had not been terminated.
and (iii) to the extent not theretofore paid or provided,
the Employer shall timely pay or provide to the Executive all Other
Benefits.
(b) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's
employment is terminated for Cause during the Change in Control Period, this
Agreement shall terminate without further obligations to the Executive, other
than the obligation to pay to the Executive (x) his Annual Base Salary
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through the Date of Termination, (y) the amount of any compensation previously
deferred by the Executive, and (z) Other Benefits through the Date of
Termination, in each case to the extent theretofore unpaid. If the Executive
voluntarily terminates employment during the Change in Control Period, excluding
a termination for Good Reason, this Agreement shall terminate without further
obligations to the Executive, other than for Accrued Obligations and the timely
payment or provision of Other Benefits through the Date of Termination. In such
case, all Accrued Obligations shall be paid to the Executive in a lump sum in
cash in accordance with applicable law, but in any event within 30 days of the
Date of Termination.
SECTION 4. ADDITIONAL PAYMENTS BY THE EMPLOYER.
(a) Notwithstanding anything in this Agreement to the contrary
and except as set forth in this Section 4, in the event it shall be determined
that any compensation, benefit, payment or distribution by the Employer to or
for the benefit of the Executive (whether paid or payable, or accrued or
accruing, or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 4) (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Code (including any succeeding provision) and/or
any regulations, or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes,
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
(including any interest or penalties imposed with respect to such taxes) imposed
upon the Payments.
(b) Subject to the provisions of Section 4(c), all
determinations required to be made under this Section 4, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
a certified public accounting firm as may be designated by the Executive and
reasonably acceptable to the Employer (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Employer and the Executive
within 15 business days of the receipt of notice from the Executive that there
has been a Payment, or such earlier time as is requested by the Employer. In the
event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group affecting the Change in Control, the Executive may,
in his/her discretion, appoint another nationally recognized accounting firm and
reasonably acceptable to the Employer to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Employer. Any Gross-Up Payment, as determined pursuant to this
Section 4, shall be paid by the Employer to the Executive within five business
days of the receipt of the Accounting Firm's determination. Any determination by
the Accounting Firm shall be binding upon the Employer and the Executive. If as
a result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, there
are Gross-Up Payments which will not have been made by the Employer but should
have been made ("Underpayment"), consistent with the calculations required to be
made hereunder, and the Executive thereafter is required to make a payment of
any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Employer to or for the benefit of the Executive.
(c) The Executive shall notify the Employer in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Employer of the Gross-Up
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Payment. Such notification shall be given as soon as practicable but no later
than ten business days after the Executive is informed in writing of such claim
and shall apprise the Employer of the nature of such claim and the date on which
such claim is requested to be paid. The Executive shall not pay such claim prior
to the expiration of the 30-day period following the date on which it gives such
notice to the Employer (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Employer notifies
the Executive in writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:
(i) give the Employer any information reasonably
requested by the Employer relating to such claim,
(ii) take such action in connection with contesting such
claim as the Employer shall reasonably request in writing from time to
time, including, without limitation, accepting legal representation with
respect to such claim by attorneys reasonably selected by the Employer,
(iii) cooperate with the Employer in good faith in order
effectively to contest such claim, and
(iv) permit the Employer to participate in any
proceedings relating to such claim;
provided, however, that the Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 4(c), the Employer shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and xxx for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Employer shall
determine; provided, however, that if the Employer directs the Executive to pay
such claim and xxx for a refund, the Employer shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Employer's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
(d) If, after the receipt by the Executive of an amount
advanced by the Employer pursuant to Section 4(c), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Employer's complying with the requirements of Section 4(c))
promptly pay to the Employer the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Employer pursuant to
Section 4(c), a determination is made that the Executive shall not be entitled
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any refund with respect to such claim and the Employer does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.
SECTION 5. CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Employer all secret or confidential
information, knowledge or data relating to the Employer or any of its
affiliates, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the Employer or any of its
affiliates and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with the Employer,
the Executive shall not, without the prior written consent of the Employer or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Employer and those
designated by it.
SECTION 6. NON-SOLICITATION. The Executive covenants and agrees
that the Executive will not, during the Executive's employment hereunder and for
a period of one year thereafter, induce or attempt to induce any employee of the
Employer or any the Employer's affiliates to render services for any other
person.
SECTION 7. DEFINITION OF "ANNUAL BASE SALARY", "ANNUAL BONUS" AND
"RECENT ANNUAL BONUS". Annual base salary ("Annual Base Salary") means the
greater of (a) the annual base salary payable to the Executive by the Employer
and its affiliates as of the Date of Termination of employment (the "Current
Annual Base Salary") or (b) the amount equal to twelve times the highest monthly
base salary paid or payable, including any base salary which has been earned but
deferred, to the Executive by the Employer and its affiliated companies in
respect of the twelve-month period immediately preceding the month in which the
Date of Termination occurs. Annual bonus (the "Annual Bonus") means the greater
of (i) the targeted annual bonus that would be payable to the Executive for the
fiscal year including the Date of Termination of employment if all performance
targets under the Employer's annual incentive plan were met at the highest level
of achievement or (ii) the Executive's highest bonus under the Employer's annual
incentive plan, or any comparable bonus under any predecessor or successor plan,
for the last fiscal year prior to fiscal year including the Date of Termination
(annualized in the event that the Executive was not employed by the Employer for
the whole of such fiscal year) (the "Recent Annual Bonus").
SECTION 8. DEFINITION OF "CAUSE". For purposes of this Agreement,
"Cause" for termination of the Executive's employment by the Employer hereunder
shall be deemed to exist if (a) the Executive is found guilty by a court of
having committed fraud or theft against the Employer or having committed a
felony involving moral turpitude, and such conviction is affirmed on appeal or
the time for appeal has expired; (b) the Executive is found guilty by a court of
having committed a crime involving moral turpitude and such conviction is
affirmed on appeal or the time for appeal has expired; (c) in the reasonable
judgment of the Board, the Executive has compromised trade secrets or other
similarly valuable proprietary information of the Employer; (d) in the
reasonable judgment of the Board, the Executive has continuously engaged in
gross or willful misconduct that causes substantial and material harm to the
business and operations of the Employer or any of its affiliated companies, the
continuation of which will continue to substantially and materially harm the
business and operations of the Employer or any of its affiliated companies in
the future.
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SECTION 9. DEFINITION OF "GOOD REASON". "Good Reason" shall mean
(1) any proposed reduction in the Executive's base salary, fringe benefits or
bonus eligibility, except, in the case of fringe benefits or bonus eligibility,
in connection with a reduction in such compensation generally applicable to peer
Executives of the Employer; (2) the Executive has his responsibilities or areas
of supervision with the Employer substantially reduced (in the Executive's
reasonable judgment) or the Executive is requested to report to a lower level
supervisor after a Change in Control; (3) the Executive has his responsibilities
or areas of supervision with the Employer substantially increased without an
appropriate increase in Executive's compensation (in the Executive's reasonable
judgment); (4) the Executive is required to move his office or perform
significant services outside the metropolitan area in which the office of the
Executive was located or the Executive's services were primarily performed
immediately prior to the Change in Control; or (5) after a Change in Control,
the Executive is required to report to a supervisor other than the supervisor to
whom the Executive was reporting prior to the Change in Control and the
Executive and the successor supervisor have irreconcilable working relationship
problems or difficulties.
SECTION 10. DEFINITION OF "CHANGE IN CONTROL" AND "CHANGE IN
CONTROL EVENT". A "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more
than 50% of either (i) the then outstanding shares of common stock of the
Employer (the "Outstanding Employer Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Employer entitled to vote
generally in the election of directors (the "Outstanding Employer Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition by the Employer, (ii) any acquisition by any Executive benefit plan
(or related trust) sponsored or maintained by the Employer or any corporation
controlled by the Employer or (iii) any acquisition by any entity pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of
this Section 10; or
(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Employer's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Employer (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Employer Common Stock and Outstanding Employer Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Employer or all or
substantially all of the Employer's assets either directly or through one or
more subsidiaries) in
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substantially the same proportions as their ownership, immediately prior to such
business Combination of the Outstanding Employer Common Stock and Outstanding
Employer Voting Securities, as the case may be, and (ii) no Person (excluding
any corporation resulting from such Business Combination or any Executive
benefit plan (or related trust) of the Employer or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 35%
or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Employer of a complete
liquidation or dissolution of the Employer.
A "Change in Control Event" shall mean the earlier of (i) a Change
in Control or (ii) the execution and delivery by the Employer of a document
evidencing an intent to engage in a particular Change of Control that is
subsequently effected.
SECTION 11. EXPENSES. The Employer shall pay any and all
reasonable legal fees and expenses incurred by the Executive in seeking to
obtain or enforce, by bringing an action against the Employer, any right or
benefit provided in this Agreement if the Executive is successful in whole or in
part in such action.
SECTION 12. WITHHOLDING. Notwithstanding anything in this
Agreement to the contrary, all payments required to be made by the Employer
hereunder to the Executive or his estate or beneficiaries shall be subject to
the withholding of such amounts relating to taxes as the Employer reasonably may
determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, in whole or in part, the Employer may, in its
sole discretion, accept other provisions for the payment of taxes and any
withholdings as required by law, provided that the Employer is satisfied that
all requirements of law affecting its responsibilities to withhold compensation
have been satisfied.
SECTION 13. NO DUTY TO MITIGATE. The Executive's payments received
hereunder shall be considered severance pay in consideration of past service,
and pay in consideration of continued service from the date hereof and
entitlement thereto shall not be governed by any duty to mitigate damages by
seeking further employment.
SECTION 14. AMENDMENTS OR ADDITIONS; ACTION BY BOARD OF DIRECTORS.
No amendments or additions to this Agreement shall be binding unless in writing
and signed by both parties hereto. The prior approval by the Board shall be
required in order for the Employer to authorize any amendments or additions to
this Agreement.
SECTION 15. GOVERNING LAW. This Agreement shall be governed by the
laws of United States to the extent applicable and otherwise by the laws of the
State of New York, excluding the choice of law rules thereof.
SECTION 16. ASSIGNMENT. The rights and obligations of the Employer
under this Agreement shall be binding upon its successors and assigns and may be
assigned by the Employer to the successors in interest of the Employer. The
rights and obligations of the Executive under this Agreement
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shall be binding upon his heirs, legatees, personal representatives, executors
or administrators. This Agreement may not be assigned by the Executive, but any
amount owed to the Executive upon his death shall inure to the benefit of his
heirs, legatees, personal representatives, executors, or administrators.
SECTION 17. NOTICE. For purposes of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when hand delivered, sent by
overnight courier, or mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, or transmitted by telegram, telecopy,
or telex, addressed as follows:
If to the Employer:
Proxicom, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Legal Department
If to the Executive:
Xxx Xxxxxx
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
or to 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.
SECTION 18. OTHER AGREEMENTS. This Agreement constitutes the
entire agreement between the parties hereto providing for severance payments in
connection with a termination of employment. This Agreement supersedes any other
agreements, whether written or oral, providing for the payment of severance
benefits by the Employer to the Executive.
SECTION 19. SEVERABILITY. If any part of any provision of
this Agreement shall be invalid or unenforceable under applicable law, such part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining parts of such provision or the
remaining provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, or
have caused this Agreement to be executed and delivered, to be effective as of
February 16, 1999.
PROXICOM, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President & CFO
EXECUTIVE
By: /s/ XXX X. XXXXXX
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Xxx X. Xxxxxx
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