EMPLOYMENT AGREEMENT
1. IDENTIFICATION
This Employment Agreement (the "Agreement"), dated for identification
purposes only February 1, 1998, is entered into by and between Hospitality
Marketing Concepts Limited, a company incorporated in the United Kingdom
("Company"), and Frans Van Steenbrugge, an individual ("Executive").
2. RECITALS
2.1. Company is engaged in the business of providing membership programs
and direct marketing services and is introducing a telephone calling card
product for distribution to its members and others.
2.2. Executive has special skills and abilities in marketing and
telecommunication services.
2.3. Company desires to employ Executive as Group Vice President/General
Manager-Telecom and Executive is willing to undertake such employment on the
terms and conditions set forth in this Agreement. Therefore, Company and
Executive agree as follows:
3. TERM OF THE AGREEMENT
Executive's employment under this Agreement shall be for three (3)
years, commencing on February 1, 1998 and continuing through January 31, 2001
(the "Term"), subject, however, to prior termination as provided in Section 6.
4. EMPLOYMENT, DUTIES AND COVENANTS
4.1. EMPLOYMENT. Executive shall be employed during the Term as Group
Vice President/General Manager-Telecom or in such other capacities, offices
or positions with Company or any subsidiary or affiliate of Company as
Company's Board of Directors (the "Board") or President may prescribe from
time to time. All references to Company herein shall include its subsidiaries
and affiliates.
4.2. DUTIES. The powers, duties and responsibilities to be held or
performed by Executive hereunder shall include, without limitation, overall
supervision of the Company's marketing and telecommunications operations and
such other powers, duties and responsibilities typically held or performed by
direct marketing and telecommunications executives. Executive agrees that
Company, the Board and the President retain the sole discretion to modify, add
to, or subtract from Executive's powers, duties and responsibilities at any
time, provided, however, that any such modifications or additions shall be
consistent with Executive's position, experience and level of compensation.
4.3. PERFORMANCE OF DUTIES. Executive shall discharge the duties described
herein in a diligent and professional manner. Executive shall render services
incidental to Executive's position, primarily during normal business hours at
the Company's locations as may be required by Company during the Term. Company
will consult with Executive prior to effecting any permanent relocation
decision. Executive understands that Executive shall be required to travel to
offices managed by affiliates of the Company in the course of performing
Executive's duties.
4.4. EXTENT OF SERVICES. Executive shall devote Executive's full and
exclusive productive time, energy, effort, attention and ability solely to the
performance of Executive's duties as set forth herein, and to the proper and
efficient management and development of the business and operations of Company.
Executive shall perform industriously and to the best of Executive's ability,
experience and talents all of the duties which may be required of Executive from
time to time. During the Term, Executive shall not, directly or indirectly,
render services of a business, professional or commercial nature to any other
person, firm or entity, whether with or without compensation, without Company's
prior written consent. Notwithstanding the foregoing, Executive may act for
Executive's own account in passive-type investments, or engage in charitable
activities, provided any such activities do not interfere with the discharge of
Executive's duties for Company.
4.5. COMPANY'S AUTHORITY. Executive shall observe and comply at all times
with the orders, directives and policies as may be issued from time to time,
either orally of in writing, by Company, the Board or the President.
4.6. NONSOLICITATION OF GIFTS. Without Company's prior written consent
in each instance, Executive shall not solicit or accept, for Executive or for
the benefit of any third party or entity, any contribution, donation, gift,
discount or rebate or the like of material value or in violation of
applicable law from any person, firm or entity with whom Company maintains
any business relationship.
4.7. NO PERSONAL INTEREST. Executive shall not have any personal interest,
direct or indirect, in any supplier of, or in any transaction between, any
supplier and Company.
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4.8. COMPETITIVE ACTIVITIES PROHIBITED. During the Term, Executive shall
not, directly or indirectly (unless disclosed to Company and approved by
Company in its sole and absolute discretion):
4.8.(a) engage in or have any interest in any activity or
enterprise which is competitive with or adverse to the business, activities
or welfare of Company or any affiliate or subsidiary of Company, whether
alone or as an agent, employee, consultant, advisor, promoter, lender,
general or limited partner, officer, director, owner or shareholder;
provided, however, that nothing in this Section 4.8 shall prohibit Executive
from owning less than 2% of the stock of any publicly traded company;
4.8.(b) engage in any conduct or activity which would cause Company
or any affiliate or subsidiary of Company or Executive to be in a position of
conflict of interest or cause Company or any affiliate or subsidiary of
Company to be in violation of any law, regulation, policy, statement or rule
of any applicable governmental authority; or
4.8.(c) plan for or organize, or assist any other person, firm or
entity in planning for or organizing, any business activity which is
competitive with the business of Company or any affiliate or subsidiary of
Company.
5. COMPENSATION AND OTHER BENEFITS
5.1. ANNUAL BASE SALARY. As compensation for all of the services rendered
by Executive during the Term, Company shall pay Executive an annual salary in
the amount of One Hundred Twenty Five Thousand Dollars ($125,000). Such base
salary shall be subject to all normal withholding, including, without
limitation, state and federal income taxes, state disability insurance and FICA,
and shall be paid to Executive in accordance with Company's normal payroll
practices.
5.2. BONUS. In addition to the annual base salary described in Section
5.1 above, Executive shall be entitled to a bonus ("Bonus") in an amount
equal to one percent (1%) of the net revenues, i.e. gross collected xxxxxxxx
less chargebacks, fraud, etc. ("Net Revenue") of Call Connect Inc., a
California corporation, ("CCI") for CCI's fiscal year ending December 31,
1998, calculated in accordance with U.S. generally accepted accounting
principles, as determined by the independent public accounting firm engaged
by the Company's affiliate Hospitality Marketing Consultants, LLC or its
successors, if any ("HMC"). The Bonus shall be payable no later than ten (10)
days after the calculation of such Bonus amount. For each fiscal year
threreafter during the Term (pro rated for any partial year), Executive shall
be entitled to a Bonus in an amount equal to one-half of one percent (1/2%)
of CCI's Net Revenue for such fiscal year.
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5.3. EXPENSES. Company and Executive hereby acknowledge that Executive may
be required to incur certain expenses in connection with Executive's employment
hereunder including, but not limited to, parking, travel, entertainment and
other expenses. Company shall reimburse Executive for ordinary and necessary
business expenses incurred by Executive in the performance of Executive's duties
hereunder in accordance with Company's policies and procedures for making such
reimbursements if:
5.3.(a) Each such expenditure is of a nature qualifying it as a
proper deduction on the federal and state income tax returns of Company as a
business expense and not as deductible compensation to Executive; and
5.3.(b) Executive furnishes Company with adequate records and
other documentary evidence required by either federal or state statutes or
regulations issued by appropriate taxing authorities for the substantiation
of such expenditures as deductible business expenses of Company and not as
deductible compensation to Executive.
In addition, Executive shall be reimbursed for reasonable
relocation expenses, including without limitation, shipping of household and
personal items (at a cost not to exceed $10,000) and hotel accommodations for
Executive and his family for a two-week period.
5.4. LEASED AUTOMOBILE. The Company shall pay for, or reimburse Executive
for the cost of, a leased automobile during the Term, in an amount not to exceed
$600 per month. In addition, the Company shall reimburse Executive for
insurance, gasoline and reasonable maintenance expenses in connection with such
leased automobile.
5.5. STOCK OPTIONS. Executive understands that HMC is currently in the
process of designing and implementing a stock option program for executives
and employees of HMC and its subsidiaries, including Company. Upon HMC's
adoption of such plan, Company shall cause HMC to grant to Executive stock
options, conditioned upon the closing of HMC's initial public offering, to
purchase that number of shares of common stock of HMC which are equal to
6/10ths of 1% of HMC's issued and outstanding prepublic offering
capitalization at the lowest purchase price for which options are to be
granted under HMC's stock option plan prior to the initial public offering.
The stock options shall vest in four equal cumulative installments on the
first anniversary date, second anniversary date, third anniversary date and
fourth anniversary date, respectively, of the Term (if the Term is extended).
5.6. VACATION. Executive shall accrue a total of four (4) weeks of vacation
for each full year of the Term. If Executive's earned but unused vacation time
reaches four (4) weeks, Executive will not continue to accrue additional
vacation time until Executive uses enough vacation to fall below this maximum
amount.
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5.7. OTHER BENEFITS. During the Term of this Agreement, Executive shall
receive such other life insurance, pension, disability insurance, health
insurance, holiday and sick pay benefits which Company extends, as a matter of
policy, to its executive employees and, except as otherwise provided herein,
shall be entitled to participate in all deferred compensation and other
incentive plans of Company on the same basis as other similarly situated
executives of Company.
6. TERMINATION OF THE AGREEMENT.
6.1. TERMINATION WITHOUT CAUSE. Notwithstanding anything in this Agreement
to the contrary, Company may terminate Executive's employment without cause upon
ninety (90) days' prior written notice.
6.2. TERMINATION FOR GOOD CAUSE BY COMPANY. Notwithstanding anything in
this Agreement to the contrary, Company may terminate Executive's employment
for Good Cause without prior notice. For purposes of this Agreement, Good
Cause for termination of Executive's employment shall be deemed to exist if:
6.2.(a) In the subjective judgment of Company, Executive breaches a
material obligation under this Agreement;
6.2.(b) Executive is convicted of or pleads guilty or nolo
contendere to a misdemeanor charge involving financial misconduct or moral
turpitude or any felony;
6.2. (c) Executive misappropriates funds or property of Company,
HMC or any of their respective subsidiaries or affiliates;
6.2.(d) Executive fails to comply with the reasonable oral or
written orders, directives or policies of Company, the Board or the President;
6.2.(e) In the subjective judgment of Company, Executive is
incompetent in performing his assigned duties, neglects his duties or
performs his duties in a grossly negligent or malfeasant manner; or
6.2. (f) Executive violates Company's policies regarding unfair
competition, trade secrets or confidentiality;
6.2. (g) Executive commits any other act or fails to take any
action which an arbitrator of competent jurisdiction deems to constitute Good
Cause for dismissal.
6.3. DEATH. Executive's employment with Company shall terminate
immediately in the event of Executive's death.
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6.4. DISABILITY. Company shall have the right to immediately terminate
this Agreement in the event of Executive's "Disability". For purposes of this
Agreement, "Disability" shall mean that because of a physical or mental
disability, Executive is unable to perform the essential functions of
Executive's job, even when Company provides such reasonable accommodations as
it can without incurring undue hardship, and Executive has exhausted all
leave allowances available to Executive pursuant to state and federal laws.
In the event Executive is granted a leave of absence due to Executive's
physical or mental disability, Company shall have no obligation to pay
Executive any salary and/or bonus compensation for the period of the leave of
absence except as required by law or as provided for pursuant to any
disability insurance plans Company may carry.
6.5. LEGAL OBLIGATIONS FOLLOWING TERMINATION.
6.5. (a) If this Agreement is terminated by Company as provided in
Sections 6.1, 6.2, 6.3 or 6.4, Company's sole obligation shall be the
following: (i) payment of Executive's base salary through and including the
effective date of termination; (ii) payment of the salary equivalent of all
accrued and unused vacation time; and (iii) reimbursement of any ordinary and
necessary business expenses previously incurred by Executive pursuant to
Sections 5.3 and 5.4 within thirty (30) days of Executive's termination. Any
stock options which have not vested at the time of termination shall lapse.
Nothing in this Section 6.5. (a) is intended to affect Executive's rights in
any stock options which, at the time of any termination hereunder, have
already vested pursuant to Section 5.5.
6.5. (b) The termination of this Agreement and Executive's
employment hereunder shall not affect Executive's right to exercise any
vested stock options in accordance with the terms of HMC's stock option
program nor shall it relieve either party from any liability or damage
directly or indirectly arising out of any breach of or default under this
Agreement or any failure to comply with or perform any obligations under this
Agreement.
7. TRADE SECRETS; CONFIDENTIALITY
7.1. "CONFIDENTIAL INFORMATION". "Confidential Information" is all
information, data and knowledge of a business, professional or technical nature
relating to Company, HMC, and/or their respective subsidiaries and affiliates;
and Company's, HMC's, and/or their subsidiaries' and affiliates' business,
finances, operations, properties, services and clients; information which is not
generally known outside of Company, HMC, or their respective subsidiaries and
affiliates; and includes information known to Executive as confidential or
secret or which Executive shall have reason to know or reasonably should know is
confidential or secret, to the extent that such information derives potential or
actual independent economic value from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from this disclosure or use and is the subject of efforts
reasonable under the circumstances to maintain its secrecy. Confidential
Information may
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relate, for example, to trade secrets, client lists, clients' names and
requirements, client businesses, client profiles, client finances, client
accounts, employees, business methods, business or marketing plans, personnel
information, credit information, financial information, the names and locations
of vendors and suppliers, equipment, equipment design, development, engineering,
manufacturing, purchasing, accounting, selling, marketing, contractors,
compositions, computer software, computer hardware, technology, research,
infrastructures, products, procedures, calculations, specifications, formulae,
compilations, inventions, designs, plans, databases, database structure, data,
accounts, billing methods, pricing, costs, systems, internal affairs, legal
affairs, security methods, creative ideas and concepts, projects, advertising,
merchandising techniques and any and all information entrusted to Company, HMC
or their respective subsidiaries or affiliates by third parties. This
information may be contained in materials ("Company Materials") such as books,
records, files, notes, lists, computer programs, tapes, cd roms, hard disk and
soft disk drive mechanisms, other mechanisms for electronic or digital storage
of information, computer printouts, data input to computers, drawings,
documents, data, reports, customer, price and supplier lists, specifications, or
other miscellaneous embodiments, or may be in the nature of, or consist of,
verbal communication or unwritten knowledge, techniques, formulas, processes,
practices or know-how.
7.2. NO DISCLOSURE. In consideration of Executive's employment by Company,
Executive agrees that, unless Executive has received the prior written consent
of Company in each instance, Executive shall not use Confidential Information
for any purpose not related to the business interests of Company, and shall not
directly or indirectly disclose or communicate any Confidential Information to
any person except as required to perform Executive's duties for Company. If any
Confidential Information or Company Materials are sought by legal process,
Executive agrees to notify Company promptly in writing and to cooperate with
Company to preserve the confidentiality of such information in connection with
any legal proceeding. If Executive becomes aware of any unauthorized use,
disclosure or communication of Confidential Information by anyone, Executive
agrees to inform Executive's supervisor immediately.
7.3. OWNERSHIP RIGHTS. Executive acknowledges and agrees that all
Confidential Information and Company Materials, and all results and proceeds of
Executive's services hereunder which Executive makes or conceives, either solely
or with others, during Executive's employment by Company which are applicable
directly or indirectly to any phase of Company's business shall automatically
become Company's sole and exclusive property and Company shall be the owner and
author thereof. Executive further acknowledges that all such results and
proceeds shall constitute "works made for hire" within the meaning of the
copyright laws of the United States. Executive hereby irrevocably assigns to
Company, in perpetuity, all rights, title and interest of any kind or character
in and to all such results and proceeds including, without limitation, all
copyrights and patents pertaining thereto and all renewals, extensions,
subdivisions and continuations-in-interest thereof.
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7.4. NO REMOVAL OR DUPLICATION. Without Company's prior written consent in
each instance, or except as expressly required by Company in connection with
Executive's duties as an employee of Company, Executive shall not at any time,
whether prior to or after Executive's employment with Company ends, remove,
reproduce, summarize or copy any Confidential Information, or authorize,
participate in, aid or abet such removal, reproduction, summarizing or copying.
Executive shall immediately return to Company all Confidential Information and
Company Materials, including all copies and summaries thereof, when Executive's
employment by Company ends for any reason or at any time when Company may
otherwise require that such Confidential Information or Company Materials be
returned.
7.5. NO SOLICITATION. While employed by Company and for a period of one (1)
year thereafter, without the express prior written approval of an officer of
Company, Executive shall not: (a) solicit or attempt to solicit any clients of
Company, HMC or their respective subsidiaries and affiliates, either for
Executive or for any other person, firm or corporation; (b) employ, attempt to
employ, entice, encourage or solicit for employment by others, any employees of
the Company, HMC or their respective subsidiaries and affiliates; (c) induce or
attempt to induce a consultant, independent contractor, licensee or other third
party to sever their relationship with Company, HMC or their respective
subsidiaries or affiliates; or (d) assist any other person, firm or entity in
the solicitation of any consultants, independent contractors, licensees, or
employees of the Company, HMC or their respective subsidiaries and affiliates.
7.6. NO EMPLOYMENT REQUIRING DISCLOSURE. Without Company's prior written
approval, Executive shall not, either during or after Executive's employment by
Company, accept employment with, acquire any financial interest in, or perform
any services for a business or entity in which Executive's interest, duties or
activities would explicitly or inherently require Executive to disclose or
communicate any Confidential Information.
7.7. MATERIAL TERM. Executive acknowledges that maintaining the
confidentiality of such Confidential Information is necessary to the successful
conduct of the business of Company and its goodwill, and that any breach of any
term of this Section 7 shall be a material breach of this Agreement.
7.8. INDEMNIFICATION. Executive agrees to indemnify and hold harmless
Company, HMC, their respective subsidiaries, affiliates and joint ventures, and
any current or former officer, director or employee of any of them, against any
claim, loss, liability, damage or expense (including, without limitation,
attorneys' fees) they may incur as a result of any breach by Executive of the
terms of this Section 7.
7.9. SURVIVAL OF OBLIGATION. Executive's obligation to maintain the
confidentiality of Confidential Information shall survive the ending of
Executive's employment by Company, AND SUCH OBLIGATION SHALL CONTINUE FOR ALL
TIME, regardless of whether such Confidential Information
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was obtained before, during or after the Term of this Agreement. Executive
and Company agree that this Section 7 shall be specifically enforceable in
accordance with its terms.
8. ARBITRATION.
8.1. ARBITRABLE CLAIMS. Except as otherwise provided in this Section 8,
Executive and Company agree to settle by final and binding arbitration any claim
or controversy arising out of or in any way relating to this Agreement, the
breach or termination thereof, Executive's employment by Company or the ending
of such employment, that Company may have against Executive or that Executive
may have against Company or any of its subsidiaries, parents, joint ventures or
affiliated entities, or against any then current or former officer, director,
owner, employee, member or agent of any of them, in their capacity as such or
otherwise. The claims covered by this arbitration provision include, without
limitation: claims for wages or other forms of compensation; claims for
misrepresentation; claims for breach of contract; tort claims; and claims for
discrimination or harassment under any local, state or federal statutory or
common law, based on race, sex, religion, national origin, age, marital status,
medical condition, physical or mental disability, sexual orientation or any
other protected characteristic. Notwithstanding the foregoing, this Section 8
does not apply to claims by Executive for workers' compensation benefits, claims
by Executive for unemployment compensation benefits or claims by Executive based
upon an employee pension or benefit plan which contains an arbitration or other
dispute resolution procedure, in which case the arbitration or other dispute
resolution provision of such plan shall control.
8.2. PROCEDURE. All arbitrable claims shall be settled by final and
binding arbitration in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association ("AAA") in
effect at the time the claim is made. Such arbitration shall be filed with
the AAA and shall be heard on an expedited basis in Irvine, California. The
arbitrator shall apply, as applicable, California or federal substantive law
and law of remedies. Executive and Company agree that discovery may be
conducted by any party pursuant to the provisions of Section 1283.05 of the
California Code of Civil Procedure which are hereby incorporated into, and
made a part of, this Agreement. Any arbitrator acting hereunder shall have
the full power of a court of the State of California to issue and enforce
subpoenas. A judgment upon any award rendered by the arbitration may be
entered in any court having jurisdiction. In reaching a decision, the
arbitrator shall have no authority to change, extend, modify or suspend any
of the terms of this Agreement. The parties agree that any arbitrator acting
hereunder shall be empowered to assess any remedy including, but not limited
to, injunctive orders (including temporary, preliminary and permanent relief)
when appropriate. Either Executive or Company may bring an action in any
court of competent jurisdiction, if necessary, to compel arbitration under
this arbitration provision, to obtain preliminary relief in support of claims
to be prosecuted in arbitration or to enforce an arbitration award. EXECUTIVE
AND COMPANY UNDERSTAND AND ACKNOWLEDGE THAT BY
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SIGNING THIS AGREEMENT, EXECUTIVE AND COMPANY ARE GIVING UP THE RIGHT TO A
JURY TRIAL AND TO A TRIAL IN A COURT OF LAW.
9. GENERAL PROVISIONS.
9.1. ASSIGNMENT. Neither this Agreement nor any rights or benefits
hereunder shall be subject to execution, attachment or similar process and
Executive may not assign, transfer, pledge or hypothecate this Agreement or any
rights or benefits hereunder without the prior written consent of Company. Any
such assignment, transfer, pledge or hypothecation hereof by Executive in
violation of this provision shall be null, void and of no effect. Subject to the
foregoing, this Agreement and all of the terms and conditions hereof shall
benefit and bind Company and its successors and assigns and shall benefit and
bind Executive and Executive's successors. Company's rights hereunder shall
accrue to the benefit of any person, firm, or corporation which may succeed to
its business by merger, purchase of stock or assets, or otherwise.
9.2. NOTICES.
9.2. (a) All notices, requests, payments, statements, demands or
other communications given under this Agreement (collectively
"Communications") shall be in writing. Notice shall be sufficiently given for
all purposes as follows:
(1) PERSONAL DELIVERY. When personally delivered to the
recipient. Notice is effective on delivery.
(2) FIRST-CLASS MAIL. When mailed first class to the last
address of the recipient known to the party giving notice. Notice is
effective three (3) mail delivery days after deposit in a United States
Postal Service office or mailbox.
(3) CERTIFIED MAIL. When mailed certified mail, return
receipt requested. Notice is effective on receipt, if delivery is confirmed
by a return receipt.
(4) OVERNIGHT DELIVERY. When delivered by overnight
delivery, charges prepaid or charged to the sender's account. Notice is
effective on delivery, if delivery is confirmed by the delivery service.
(5) TELEX OR FACSIMILE TRANSMISSION. When sent by telex or
fax to the last telex or fax number of the recipient known to the party
giving notice. Notice is effective on receipt, provided that (a) a duplicate
copy of the notice is promptly given by first-class or certified mail or by
overnight delivery, or (b) the receiving party delivers a written
confirmation of receipt. Any notice given by telex or fax shall be deemed
received on the next business day if it is received after 5:00 p.m.
(recipient's time) or on a nonbusiness day.
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9.2.(b) Addresses for purpose of giving notice are as follows:
If to Company:
Hospitality Marketing Concepts Limited
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Attention:
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Fax:
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If to Executive:
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Fax:
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9.2. (c) Any correctly addressed notice that is refused, unclaimed,
or undeliverable because of an act or omission of the party to be notified
shall be deemed effective as of the first date that said notice was refused,
unclaimed, or deemed undeliverable by the postal authorities, messenger, or
overnight delivery service.
9.2. (d) Either party may change its address or telex or fax number
for purposes of this Section 9.2. by notifying the other party of its new
address in the manner set forth in this Section 9.2.
9.3. GOVERNING LAW. This Agreement is made under and shall be construed in
accordance with the laws of the State of California.
9.4. SEVERABILITY. Nothing in this Agreement shall be construed to
require the commission of any act contrary to law, and wherever there is any
conflict between any provision of this Agreement and any present or future
statute, law, ordinance or regulation contrary to which the parties have no
legal right to contract, the latter shall prevail, but in such event the
provision of this Agreement so affected shall be curtailed and limited only
to the extent necessary to bring it within the requirement of the law. If any
term or provision of this Agreement is determined by a court of competent
jurisdiction to be illegal, invalid, or unenforceable for any reason
whatsoever, such illegality, invalidity, or unenforceability shall not affect
the remaining terms and provisions of this Agreement, which remaining terms
and provisions shall remain in full force and effect.
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9.5. WAIVER. A waiver of any of the terms and conditions hereof by Company
or Executive shall not constitute a waiver of any other term or condition
hereof, nor shall it constitute a general waiver by the waiving party, and the
waiving party shall be free to reinstate any such term or condition without
notice to the other party.
9.6. INTEGRATION. Neither of the parties hereto have made any
representations, statements, warranties or other agreements other than those
expressed herein. This Agreement embodies the entire understanding of the
parties with respect to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, or understandings,
written or oral, between the parties. This Agreement may be amended or
modified only by a written agreement, signed by the parties hereto.
9.7. HEADINGS. The Section headings used herein are for convenience only
and are not a part of this Agreement.
9.8. SURVIVAL. THE COVENANTS, REPRESENTATIONS AND WARRANTIES IN SECTIONS 7,
8, 9.4 AND 9.8 OF THIS AGREEMENT SHALL SURVIVE AND CONTINUE AFTER THE
TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER.
9.9. COUNTERPARTS. This agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth below.
"COMPANY"
HOSPITALITY MARKETING CONCEPTS
LIMITED
Dated: , 1998 By:
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Its:
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"EXECUTIVE"
Dated: , 1998
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Frans Van Steenbrugge
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