EXHIBIT 10.36
EMPLOYMENT AGREEMENT
This Employment Agreement is made as of January 1, 2002, by Domino's
Pizza LLC, a Michigan corporation (the "Company") with Xxxxx X. Xxxxxxxxx (the
"Executive").
RECITALS
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1. The Executive has experience and expertise required by the
Company and its Affiliates.
2. Subject to the terms and conditions hereinafter set forth, the
Company therefore wishes to employ the Executive as its Chief
Financial Officer and the Executive wishes to accept such
employment.
AGREEMENT
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NOW, THEREFORE, for valid consideration received, the parties agree as
follows:
1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company offers and the Executive accepts
employment hereunder effective as of the date first set forth
above (the "Effective Date").
2. Term. This Agreement shall commence on the date hereof and shall
remain in effect for an indefinite time until terminated by
either party as set forth in Section 5 hereof.
3. Capacity and Performance.
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3.1 Offices. During the Term, the Executive shall serve the
Company in the office of Chief Financial Officer. The Executive
shall have such other powers, duties and responsibilities
consistent with the Executive's position as Chief Financial
Officer as may from time to time be prescribed by the Chief
Executive Officer of the Company ("CEO").
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3.2 Performance. During the Term, the Executive shall be
employed by the Company on a full-time basis and shall perform
and discharge, faithfully, diligently and to the best of his/her
ability, his/her duties and responsibilities hereunder. During
the Term, the Executive shall devote his/her full business time
exclusively to the advancement of the business and interests of
the Company and its Affiliates and to the discharge of his/her
duties and responsibilities hereunder. The Executive shall not
engage in any other business activity or serve in any industry,
trade, professional, governmental, political, charitable or
academic position during the Term of this Agreement, except for
such directorships or other positions which he/she currently
holds and has disclosed to the CEO in Exhibit 3.2 hereof and
except as otherwise may be approved in advance by the CEO.
4. Compensation and Benefits. During the Term, as compensation for
all services performed by the Executive under this Agreement and
subject to performance of the Executive's duties and obligations
to the Company and its Affiliates, pursuant to this Agreement or
otherwise, the Executive shall receive the following:
4.1 Base Salary. The Company shall pay the Executive a base
salary at the rate of Three Hundred Ten Thousand Dollars
($310,000) per year, payable in accordance with the
payroll practices of the Company for its executives and
subject to such increases as the Board of Directors of the
Company or the Compensation Committee (the "Board") in its
sole discretion may determine from time to time (the "Base
Salary").
4.2 Bonus.
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(a) Formula Bonus. Subject to Section 5 hereof, the
Executive shall be paid an annual bonus in each fiscal
year that he/she is an employee (the "Bonus"). The
Executive shall have a Bonus target of 100% of Base Salary
(the "Target") which shall be based upon the Company's
achievement of annual targets as recommended by the CEO
and approved by the Board. No Bonus shall be paid unless
90% of the Target is exceeded in the applicable fiscal
year. The Executive shall receive one-tenth of one percent
(0.1%) of his/her Base Salary for every one hundredth of
one percent (0.01%) (rounded to the nearest hundredth) in
excess of 90% of the Target that is achieved in the
applicable fiscal year. By way of example only, if 100% of
the Target is achieved, Executive is entitled to a Bonus
under this Section 4.2(a) equal to 100% of Executive's
Base Salary.
(b) Discretionary Bonus The Executive shall also be
eligible for an annual discretionary bonus, the amount of
which is determined in the sole discretion of the CEO
based on subjective and objective criteria established by
the CEO, of up to 25% of Base Salary.
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(c) Pro-Ration Anything to the contrary in this
Agreement notwithstanding, any Bonus payable to the
Executive in this Agreement for any period of service less
than a full year shall be prorated by multiplying (x) the
amount of the Bonus otherwise payable for the applicable
fiscal year in accordance with this Section 4.2 by (y) a
fraction, the denominator of which shall be 365 and the
numerator of which shall be the number of days during the
applicable fiscal year for which the Executive was
employed by the Company.
4.3 Vacations. During the Term, the Executive shall be
entitled to four weeks of vacation per calendar year, to be taken
at such times and intervals as shall be determined by the
Executive, subject to the reasonable business needs of the
Company. The Executive may not accumulate or carry over from one
calendar year to another any unused, accrued vacation time. The
Executive shall not be entitled to compensation for vacation time
not taken.
4.4 Other Benefits. During the Term and subject to any
contribution therefor required of executives of the Company
generally, the Executive shall be entitled to participate in all
employee benefit plans, including without limitation any 401(k)
plan, from time to time adopted by the Board and in effect for
executives of the Company generally (except to the extent such
plans are in a category of benefit otherwise provided the
Executive hereunder). Such participation shall be subject to (i)
the terms of the applicable plan documents and (ii) generally
applicable policies of the Company. The Company may alter,
modify, add to or delete any aspects of its employee benefit
plans at any time as the Board, in its sole judgment, determines
to be appropriate.
4.5 Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable business expenses, including without
limitation the cost of first class air travel and dues for
industry-related association memberships, incurred or paid by the
Executive in the performance of his/her duties and
responsibilities hereunder, subject to (i) any expense policy of
the Company set by the Board from time to time, and (ii) such
reasonable substantiation and documentation requirements as may
be specified by the Board or CEO from time to time.
4.6 Airline Clubs. Upon receiving the prior written approval
of the CEO authorizing the Executive to join a particular airline
club, the Company shall pay or reimburse the Executive for dues
for not less than two nor more than four airline clubs, provided
such club memberships serve a direct business purpose and subject
to such reasonable substantiation and documentation requirements
as to cost and purpose as may be specified by the CEO from time
to time.
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4.7 Physicals. The Company shall annually pay for or reimburse
the Executive for the cost of a physical examination and health
evaluation performed by a licensed medical doctor, subject to
such reasonable substantiation and documentation requirements as
to cost as may be specified by the Board or CEO from time to
time.
5. Termination of Employment and Severance Benefits. Notwithstanding
the provisions of Section 2 hereof, the Executive's employment
hereunder shall terminate prior to the expiration of the term of
this Agreement under the following circumstances:
5.1 Retirement or Death. In the event of the Executive's
retirement or death during the Term, the Executive's employment
hereunder shall immediately and automatically terminate. In the
event of the Executive's retirement after the age of 65 with the
prior consent of the Board or death during the Term, the Company
shall pay to the Executive (or in the case of death, the
Executive's designated beneficiary or, if no beneficiary has been
designated by the Executive, to Executive's estate) any Base
Salary earned but unpaid through the date of such retirement or
death, any Bonus for the fiscal year preceding the year in which
such retirement or death occurs that was earned but has not yet
been paid and, at the times the Company pays its executives
bonuses in accordance with its general payroll policies, an
amount equal to that portion of any Bonus earned but unpaid
during the fiscal year of such retirement or death (prorated in
accordance with Section 4.2).
5.2 Disability.
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5.2.1 The Company may terminate the Executive's
employment hereunder, upon notice to the Executive, in the
event that the Executive becomes disabled during his/her
employment hereunder through any illness, injury, accident
or condition of either a physical or psychological nature
and, as a result, is unable to perform substantially all
of his/her duties and responsibilities hereunder for an
aggregate of 120 days during any period of 365 consecutive
calendar days.
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5.2.2 The Board may designate another employee to act in
the Executive's place during any period of the Executive's
disability. Notwithstanding any such designation, the
Executive shall continue to receive the Base Salary in
accordance with Section 4.1 and to receive benefits in
accordance with Section 4.5, to the extent permitted by
the then current terms of the applicable benefit plans,
until the Executive becomes eligible for disability income
benefits under any disability income plan maintained by
the Company, or until the termination of his/her
employment, whichever shall first occur. Upon becoming so
eligible, or upon such termination, whichever shall first
occur, the Company shall pay to the Executive any Base
Salary earned but unpaid through the date of such
eligibility or termination and any Bonus for the fiscal
year preceding the year of such eligibility or termination
that was earned but unpaid. At the times the Company pays
its executives bonuses generally, the Company shall pay
the Executive an amount equal to that portion of any Bonus
earned but unpaid during the fiscal year of such
eligibility or termination (prorated in accordance with
Section 4.2). During the 18-month period from the date of
such eligibility or termination, the Company shall pay the
Executive, at its regular pay periods, an amount equal to
the difference between the Base Salary and the amounts of
disability income benefits that the Executive receives
pursuant to the above-referenced disability income plan in
respect of such period.
5.2.3 Except as provided in Section 5.2.2, while
receiving disability income payments under any disability
income plan maintained by the Company, the Executive shall
not be entitled to receive any Base Salary under Section
4.1 or Bonus payments under Section 4.2 but shall continue
to participate in benefit plans of the Company in
accordance with Section 4.4 and the terms of such plans,
until the termination of his/her employment. During the
18-month period from the date of eligibility or
termination, whichever shall first occur, the Company
shall contribute to the cost of the Executive's
participation in group medical plans of the Company,
provided that the Executive is entitled to continue such
participation under applicable law and plan terms.
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5.2.4 If any question shall arise as to whether during
any period the Executive is disabled through any illness,
injury, accident or condition of either a physical or
psychological nature so as to be unable to perform
substantially all of his/her duties and responsibilities
hereunder, the Executive may, and at the request of the
Company shall, submit to a medical examination by a
physician selected by the Company to whom the Executive or
his/her duly appointed guardian, if any, has no reasonable
objection, to determine whether the Executive is so
disabled and such determination shall for the purposes of
this Agreement be conclusive of the issue. If such
question shall arise and the Executive shall fail to
submit to such medical examination, the Board's
determination of the issue shall be binding on the
Executive.
5.3 By the Company for Cause. The Company may terminate the
Executive's employment hereunder for Cause at any time upon
notice to the Executive setting forth in reasonable detail the
nature of such Cause. The following events or conditions shall
constitute "Cause" for termination: (i) Executive's willful
failure to perform (other than by reason of disability), or gross
negligence in the performance of his/her duties to the Company or
any of its Affiliates and the continuation of such failure or
negligence for a period of ten (10) days after notice to the
Executive; (ii) the Executive's willful failure to perform (other
than by reason of disability) any lawful and reasonable directive
of the CEO; (iii) the commission of fraud, embezzlement or theft
by the Executive with respect to the Company or any of its
Affiliates; or (iv) the conviction of the Executive of, or plea
by the Executive of nolo contendere to, any felony or any other
crime involving dishonesty or moral turpitude. Anything to the
contrary in this Agreement notwithstanding, upon the giving of
notice of termination of the Executive's employment hereunder for
Cause, the Company and its Affiliates shall have no further
obligation or liability to the Executive hereunder, other than
for Base Salary earned but unpaid through the date of
termination. Without limiting the generality of the foregoing,
the Executive shall not be entitled to receive any Bonus amounts
which have not been paid prior to the date of termination.
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5.4 By the Company Other Than for Cause. The Company may
terminate the Executive's employment hereunder other than for
Cause at any time upon notice to the Executive. In the event of
such termination, the Company shall pay the Executive: (i) Base
Salary earned but unpaid through the date of termination, plus
(ii) monthly severance payments, each in an amount equal to the
Executive's monthly base compensation in effect at the time of
such termination (i.e., 1/12th of the Base Salary) for a period
of twelve (12) months ("Severance Term"), plus (iii) any unpaid
portion of any Bonus for the fiscal year preceding the year in
which such termination occurs that was earned but has not been
paid, plus (iv) at the times the Company pays its executives
bonuses generally, an amount equal to that portion of any Bonus
earned but unpaid during the fiscal year of such termination
(prorated in accordance with Section 4.2).
5.5 By the Executive for Good Reason. The Executive may
terminate employment hereunder for Good Reason, upon notice to
the Company setting forth in reasonable detail the nature of such
Good Reason. The following shall constitute "Good Reason" for
termination by the Executive: (i) any material diminution in the
nature and scope of the Executive's responsibilities, duties,
authority or title; (ii) material failure of the Company to
provide the Executive the Base Salary and benefits in accordance
with the terms of Section 4 hereof; or (iii) relocation of the
Executive's office to a location outside a 50-mile radius of the
Company's current headquarters in Ann Arbor, Michigan. In the
event of termination in accordance with this Section 5.5, then
the Company shall pay the Executive the amounts specified in
Section 5.4.
5.6 By the Executive Other Than for Good Reason. The Executive
may terminate employment hereunder at any time upon 90 days
written notice to the Company. In the event of termination of the
Executive's employment pursuant to this Section 5.6, the CEO or
the Board may elect to waive the period of notice or any portion
thereof. The Company will pay the Executive his/her Base Salary
for the notice period, except to the extent so waived by the
Board. Upon the giving of notice of termination of the
Executive's employment hereunder pursuant to this Section 5.6,
the Company and its Affiliates shall have no further obligation
or liability to the Executive, other than (i) payment to the
Executive of his/her Base Salary for the period (or portion of
such period) indicated above, (ii) continuation of the provision
of the benefits set forth in Section 4.4 for the period (or
portion of such period) indicated above, and (iii) any unpaid
portion of any Bonus for the fiscal year preceding the year in
which such termination occurs that was earned but has not been
paid.
5.7 Post-Agreement Employment. In the event the Executive
remains in the employ of the Company or any of its Affiliates
following termination of this Agreement, by the expiration of the
Term or otherwise, then such employment shall be at will.
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6. Effect of Termination of Employment. The provisions of this
Section 6 shall apply in the event of termination of Executive's
employment, pursuant to Section 5, or otherwise.
6.1 Payment in Full. Payment by the Company or its Affiliates
of any Base Salary, Bonus or other specified amounts that are due
to the Executive under the applicable termination provision of
Section 5 shall constitute the entire obligation of the Company
and its Affiliates to the Executive, except that nothing in this
Section 6.1 is intended or shall be construed to affect the
rights and obligations of the Company or its Affiliates, on the
one hand, and the Executive, on the other, with respect to any
option plans, option agreements, subscription agreements,
stockholders agreements or other agreements to the extent said
rights or obligations therein survive termination of employment.
6.2 Termination of Benefits. If Executive is terminated by the
Company without Cause, or terminates employment with the Company
for Good Reason, and provided that Executive elects continuation
of health coverage pursuant to Section 601 through 608 of the
Employee Retirement Income Security Act of 1974, as amended
("COBRA"), Company shall pay Executive an amount equal to the
monthly COBRA premiums for the Severance Term; provided further,
such payment will cease upon Executive's entitlement to other
health insurance without charge. Except for medical insurance
coverage continued pursuant to Section 5.2 hereof, all other
benefits shall terminate pursuant to the terms of the applicable
benefit plans based on the date of termination of the Executive's
employment without regard to any continuation of Base Salary or
other payments to the Executive following termination of
employment.
6.3 Survival of Certain Provisions. Provisions of this
Agreement shall survive any termination of employment if so
provided herein or if necessary to accomplish the purpose of
other surviving provisions, including, without limitation, the
obligations of the Executive under Sections 7 and 8 hereof. The
obligation of the Company to make payments to or on behalf of the
Executive under Sections 5.2, 5.4 or 5.5 hereof is expressly
conditioned upon the Executive's continued full performance of
his/her obligations under Sections 7 and 8 hereof. The Executive
recognizes that, except as expressly provided in Section 5.2, 5.4
or 5.5, no compensation is earned after termination of
employment.
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7. Confidential Information; Intellectual Property.
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7.1 Confidentiality. The Executive acknowledges that the
Company and its Affiliates continually develop Confidential
Information (as that term is defined in Section 11.2, below);
that the Executive may develop Confidential Information for the
Company or its Affiliates and that the Executive may learn of
Confidential Information during the course of his/her employment.
The Executive will comply with the policies and procedures of the
Company and its Affiliates for protecting Confidential
Information and shall never use or disclose to any Person (except
as required by applicable law or for the proper performance of
his/her duties and responsibilities to the Company) any
Confidential Information obtained by the Executive incident to
his/her employment or other association with the Company and its
Affiliates. The Executive understands that this restriction shall
continue to apply after employment terminates, regardless of the
reason for such termination.
7.2 Return of Documents. All documents, records, tapes and
other media of every kind and description relating to the
business, present or otherwise, of the Company and its Affiliates
and any copies, in whole or in part, thereof (the "Documents"),
whether or not prepared by the Executive, shall be the sole and
exclusive property of the Company and its Affiliates. The
Executive shall safeguard all Documents and shall surrender to
the Company and its Affiliates at the time employment terminates,
or at such earlier time or times as the Board or CEO designee may
specify, all Documents then in the Executive's possession or
control.
7.3 Assignment of Rights to Intellectual Property. The
Executive shall promptly and fully disclose all Intellectual
Property to the Company. The Executive hereby assigns to the
Company (or as otherwise directed by the Company) the Executive's
full right, title and interest in and to all Intellectual
Property. The Executive shall execute any and all applications
for domestic and foreign patents, copyrights or other proprietary
rights and to do such other acts (including without limitation
the execution and delivery of instruments of further assurance or
confirmation) requested by the Company or its Affiliates to
assign the Intellectual Property to the Company and to permit the
Company and its Affiliates to enforce any patents, copyrights or
other proprietary rights to the Intellectual Property. The
Executive will not charge the Company or its Affiliates for time
spent in complying with these obligations. All copyrightable
works that the Executive creates shall be considered "Work For
Hire" under applicable laws.
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8. Restricted Activities.
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8.1 Agreement Not to Compete With the Company. During the
Executive's employment hereunder and for a period of 24 months
following the date of termination thereof (the "Non-Competition
Period"), the Executive will not, directly or indirectly, own,
manage, operate, control or participate in any manner in the
ownership, management, operation or control of, or be connected
as an officer, employee, partner, director, principal, member,
manager, consultant, agent or otherwise with, or have any
financial interest in, or aid or assist anyone else in the
conduct of, any business, venture or activity which in any
material respect competes with the following enumerated business
activities to the extent then being conducted or being planned to
be conducted by the Company or its Affiliates or being conducted
or known by the Executive to being planned to be conducted by the
Company or by any of its Affiliates, at or prior to the date on
which the Executive's employment under this Agreement is
terminated (the "Date of Termination"), in the United States or
any other geographic area where such business is being conducted
or being planned to be conducted at or prior to the Date of
Termination (a "Competitive Business", defined below). For
purposes of this Agreement, "Competitive Business" shall be
defined as: (i) any company or other entity engaged as a "quick
service restaurant" ("QSR") which offers pizza for sale; (ii) any
"quick service restaurant" which is then contemplating entering
into the pizza business or adding pizza to its menu; (iii) any
entity which at the time of Executive's termination of employment
with the Company, offers, as a primary product or service,
products or services then being offered by the Company or which
the Company is actively contemplating offering; and (iv) any
entity under common control with an entity included in (i), (ii)
or (iii), above. Notwithstanding the foregoing, ownership of not
more than 5% of any class of equity security of any publicly
traded corporation shall not, of itself, constitute a violation
of this Section 8.1.
8.2 Agreement Not to Solicit Employees or Customers of the
Company. During employment and during the Non-Competition Period
the Executive will not, directly or indirectly, (i) recruit or
hire or otherwise seek to induce any employees of the Company or
any of the Company's Affiliates to terminate their employment or
violate any agreement with or duty to the Company or any of the
Company's Affiliates; or (ii) solicit or encourage any franchisee
or vendor of the Company or of any of the Company's Affiliates to
terminate or diminish its relationship with any of them or to
violate any agreement with any of them, or, in the case of a
franchisee, to conduct with any Person any business or activity
that such franchisee conducts or could conduct with the Company
or any of the Company's Affiliates.
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9. Enforcement of Covenants. The Executive acknowledges that he/she
has carefully read and considered all the terms and conditions of
this Agreement, including without limitation the restraints
imposed upon his/her pursuant to Sections 7 and 8 hereof. The
Executive agrees that said restraints are necessary for the
reasonable and proper protection of the Company and its
Affiliates and that each and every one of the restraints is
reasonable in respect to subject matter, length of time and
geographic area. The Executive further acknowledges that, were
he/she to breach any of the covenants or agreements contained in
Sections 7 or 8 hereof, the damage to the Company and its
Affiliates could be irreparable. The Executive, therefore, agrees
that the Company and its Affiliates, in addition to any other
remedies available to it, shall be entitled to preliminary and
permanent injunctive relief against any breach or threatened
breach by the Executive of any of said covenants or agreements.
The parties further agree that in the event that any provision of
Section 7 or 8 hereof shall be determined by any court of
competent jurisdiction to be unenforceable by reason of it being
extended over too great a time, too large a geographic area or
too great a range of activities, such provision shall be deemed
to be modified to permit its enforcement to the maximum extent
permitted by law.
10. Conflicting Agreements. The Executive hereby represents and
warrants that the execution of this Agreement and the performance
of his/her obligations hereunder will not breach or be in
conflict with any other agreement to which or by which the
Executive is a party or is bound and that the Executive is not
now subject to any covenants against competition or solicitation
or similar covenants or other obligations that would affect the
performance of his/her obligations hereunder. The Executive will
not disclose to or use on behalf of the Company or any of its
Affiliates any proprietary information of a third party without
such party's consent.
11. Definitions. Words or phrases which are initially capitalized or
are within quotation marks shall have the meanings provided in
this Section 11 or as specifically defined elsewhere in this
Agreement. For purposes of this Agreement, the following
definitions apply:
11.1 Affiliates. "Affiliates" shall mean TISM, Inc., Domino's,
Inc. and all other persons and entities controlling, controlled
by or under common control with the Company, where control may be
by management authority or equity interest.
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11.2 Confidential Information. "Confidential Information" means
any and all information of the Company and its Affiliates that is
not generally known by others with whom they compete or do
business, or with whom they plan to compete or do business, and
any and all information the disclosure of which would otherwise
be adverse to the interest of the Company or any of its
Affiliates. Confidential Information includes without limitation
such information relating to (i) the products and services sold
or offered by the Company or any of its Affiliates (including
without limitation recipes, production processes and heating
technology), (ii) the costs, sources of supply, financial
performance and strategic plans of the Company and its
Affiliates, (iii) the identity of the suppliers to the Company
and its Affiliates, and (iv) the people and organizations with
whom the Company and its Affiliates have business relationships
and those relationships. Confidential Information also includes
information that the Company or any of its Affiliates have
received belonging to others with any understanding, express or
implied, that it would not be disclosed.
11.3 ERISA. "ERISA" means the federal Employee Retirement
Income Security Act of 1974 and any successor statute, and the
rules and regulations thereunder, and, in the case of any
referenced section thereof, any successor section thereto,
collectively and as from time to time amended and in effect.
11.4 Intellectual Property. "Intellectual Property" means
inventions, discoveries, developments, methods, processes,
compositions, works, concepts, recipes and ideas (whether or not
patentable or copyrightable or constituting trade secrets or
trademarks or service marks) conceived, made, created, developed
or reduced to practice by the Executive (whether alone or with
others, whether or not during normal business hours or on or off
Company premises) during the Executive's employment that relate
to either the business activities or any prospective activity of
the Company or any of its Affiliates.
11.5 Person. "Person" means an individual, a corporation, an
association, a partnership, a limited liability company, an
estate, a trust and any other entity or organization.
12. Withholding. All payments made by the Company under this
Agreement shall be reduced by any tax or other amounts required
to be withheld by the Company under applicable law.
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13. Miscellaneous.
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13.1 Assignment. Neither the Company nor the Executive may
assign this Agreement or any interest herein, by operation of law
or otherwise, without the prior written consent of the other;
provided, however, that the Company may assign its rights and
obligations under this Agreement without the consent of the
Executive in the event that the Company shall hereafter affect a
reorganization, consolidate with, or merge into, any other Person
or transfer all or substantially all of its properties or assets
to any other Person, in which event such other Person shall be
deemed the "Company" hereunder, as applicable, for all purposes
of this Agreement; provided, further, that nothing contained
herein shall be construed to place any limitation or restriction
on the transfer of the Company's Common Stock in addition to any
restrictions set forth in any stockholder agreement applicable to
the holders of such shares. This Agreement shall inure to the
benefit of and be binding upon the Company and the Executive, and
their respective successors, executors, administrators,
representatives, heirs and permitted assigns.
13.2 Severability. If any portion or provision of this
Agreement shall to any extent be declared illegal or
unenforceable by a court of competent jurisdiction, then the
application of such provision in such circumstances shall be
deemed modified to permit its enforcement to the maximum extent
permitted by law, and both the application of such portion or
provision in circumstances other than those as to which it is so
declared illegal or unenforceable and the remainder of this
Agreement shall not be affected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
13.3 Waiver; Amendment. No waiver of any provision hereof shall
be effective unless made in writing and signed by the waiving
party. The failure of either party to require the performance of
any term or obligation of this Agreement, or the waiver by either
party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a
waiver of any subsequent breach. This Agreement may be amended or
modified only by a written instrument signed by the Executive and
any expressly authorized representative of the Company.
13.4 Notices. Any and all notices, requests, demands and other
communications provided for by this Agreement shall be in writing
and shall be effective when delivered in person or deposited in
the United States mail, postage prepaid, registered or certified,
and addressed (i) in the case of the Executive, to:
____________________ at ________________________________________,
and (ii) in the case of the Company, to the attention of Xx.
Xxxxx X. Xxxxxxx, CEO, at 30 Xxxxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxx 00000, or to such other address as either party may
specify by notice to the other actually received.
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13.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes any and all prior
communications, agreements and understandings, written or oral,
between the Executive and the Company, or any of its
predecessors, with respect to the terms and conditions of the
Executive's employment.
13.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original and all of
which together shall constitute one and the same instrument.
13.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic substantive laws of the
State of Michigan without giving effect to any choice or conflict
of laws provision or rule that would cause the application of the
domestic substantive laws of any other jurisdiction.
13.8 Consent to Jurisdiction. Each of the Company and the
Executive evidenced by the execution hereof, (i) hereby
irrevocably submits to the jurisdiction of the state courts of
the State of Michigan for the purpose of any claim or action
arising out of or based upon this Agreement or relating to the
subject matter hereof and (ii) hereby waives, to the extent not
prohibited by applicable law, and agrees not to assert by way of
motion, as a defense or otherwise, in any such claim or action,
any claim that it or he/she is not subject personally to the
jurisdiction of the above-named courts, that its or his/her
property is exempt or immune from attachment or execution, that
any such proceeding brought in the above-named courts is
improper, or that this Agreement or the subject matter hereof may
not be enforced in or by such court. Each of the Company and the
Executive hereby consents to service of process in any such
proceeding in any manner permitted by Michigan law, and agrees
that service of process by registered or certified mail, return
receipt requested, at its address specified pursuant to Section
13.4 hereof is reasonably calculated to give actual notice.
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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by
its duly authorized representative, and by the Executive, as of the date first
above written.
THE COMPANY: DOMINO'S PIZZA LLC
By: /s/ XXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
THE EXECUTIVE: /s/ XXXXX X. XXXXXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
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EXHIBIT 3.2
-----------
(None, unless additional information is set forth below.)
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