THIS EMPLOYMENT AGREEMENT IS DATED FEBRUARY 12, 2010 BETWEEN
THIS
EMPLOYMENT AGREEMENT IS DATED FEBRUARY 12, 2010
BETWEEN
PRO-TECT
INC ("PRTT"), a corporation incorporated pursuant to the laws of the
State of Nevada, United States of America, (referred to as the
"Corporation")
- and
–
Xxxxxxx
Xxxxx,
a resident
of New Jersey at 0000 Xxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000, (referred
to as the "Employee").
WHEREAS the Corporation wishes
to engage the services of the Employee and the Employee wishes to provide such
services to the Corporation;
AND WHEREAS the Corporation
and the Employee have agreed that the employment of the Employee by the
Corporation will be in accordance with the provisions of this
Agreement.
NOW THEREFORE in consideration
of the mutual covenants and undertakings contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Corporation and the Employee agree as follows:
SECTION
1 DEFINITIONS
1.1
|
In
this Agreement,
|
|
(a)
|
“Acquiring Person” means
an individual or entity;
|
|
(b)
|
“Acquired Patents’ means
the patents listed in Exhibit A of the Patent Acquisition
Agreement;
|
|
(c)
|
"Affiliate" has the
meaning attributed to such term in SEC Rule 405 as the same may be amended
from time to time, and any successor legislation
thereto;
|
|
(d)
|
"Agreement" means this
agreement and all schedules attached to this agreement, in each case as
they may be amended or supplemented from time to time, and the expressions
"hereof," "herein," "hereto," "hereunder," "hereby" and similar
expressions refer to this agreement and unless otherwise indicated,
references to sections are to sections in this
agreement;
|
|
(e)
|
"Benefits" has the
meaning attributed to such term in section
6;
|
Ram
Sesha
February
12, 2010
Page
2 of 13
|
(f)
|
"Beneficially Own or Beneficial
Owner" has the meaning set forth in Rule 13d-3 under the Securities
Exchange Act of 1934;
|
|
(g)
|
"Board" means the members
of the Board of Directors of PRTT on the Effective Date (subject, however,
to clause (ii) of the definition of "Change of
Control");
|
|
(h)
|
"Business Day" means any day,
other than Saturday, Sunday or any holiday on which the employees of the
Corporation are not required to report for
work;
|
|
(i)
|
“Capitalization” means
the immediate financing of the Corporation after the execution of this
Agreement;
|
|
(j)
|
“Change of Control” means
the occurrence of any one or more of the
following:
|
(i) Any
Person becomes an Acquiring Person, except as the result of (A)
any acquisition of Voting Securities of PRTT by PRTT or (B) any
acquisition of Voting Securities of PRTT directly from PRTT (as authorized by
the Board of Directors of PRTT);
(ii) Individuals
who constitute the Incumbent Board cease for any reason
to constitute at least a majority of
the Board of Directors of PRTT; and for this purpose, any individual who becomes
a member of the Board of Directors of PRTT after the Effective Date whose
election, or nomination for election by holders of PRTT's Voting Securities, was
approved by the vote of at least a majority of the individuals then constituting
the Incumbent Board shall be considered a member of the Incumbent
Board;
(iii) The
consummation of a reorganization, merger, share exchange consolidation, or sale
or disposition of all or substantially all of the assets of the PRTT, in any
case, the Persons who or which Beneficially Own the Voting Securities of PRTT
immediately before that transaction Beneficially Own, directly or indirectly,
immediately after the transaction, at least 75% of the Voting Securities of PRTT
or any other corporation or other entity resulting from or surviving the
transaction (including a corporation or other entity which, as the result of the
transaction, owns all or substantially all of Voting Securities of PRTT or all
or substantially all of PRTT's assets, either directly or indirectly through one
or more subsidiaries) insubstantially the same proportion as their respective
ownership of the Voting Securities of PRTT immediately before that
transaction;
iv)
PRTT's shareholders approve a complete liquidation or dissolution of PRTT;
or
v ) A
sale of fifty percent (50%) or more of the assets of PRTT;
Ram
Sesha
February
12, 2010
Page 3
of 13
|
(k)
|
"Confidential
Information" means all
confidential or proprietary information, intellectual property (including
trade secrets) and confidential facts relating to the business or affairs
of the Corporation or any of its Subsidiaries, including, without
limitation, business, financing or marketing plans, any aspects of
sourcing supplies and materials, information with respect to suppliers,
intermediates, manufacturing or production, technical specifications,
know-how, data, formulae, patent applications, personnel information
pertaining to PRTT or its employees, independent
consultants;
|
|
(l)
|
"Date of Termination"
has the meaning attributed to it in subsection
8.2;
|
|
(m)
|
"Disability" means the
mental or physical state of the Employee such that the Employee has been
unable as a result of illness, disease, mental or physical disability or
similar cause to fulfill his obligations under this Agreement for
consecutive period of 3 months in any consecutive 12 month
period;
|
|
(n)
|
"Effective Date" means
Date of Initial Capitalization after the execution of this
Agreement;
|
|
(o)
|
"Employment Period"
means the period between the Effective Date and the Date of
Termination;
|
|
(p)
|
"Good Reason"
means:
|
|
(i)
|
any
material change or series of material changes in the responsibilities or
status of the Employee with the Corporations, such that immediately after
such change or series of changes the reporting structure or roles or
responsibilities or designation or status of the Employee is materially
diminished in comparison to his responsibilities and status immediately
prior to such change or series of changes;
or
|
|
(ii)
|
the
taking of any action by the Corporations which would materially adversely
affect the Employee's participation in, or materially reduce the
Employee's Salary, Benefits and other similar plans in which the Employee
is participating at the date hereof (or such other plans as may be
implemented after the date hereof that provide the Employee with
substantially similar benefits), or the taking of any action by the
Corporations which would deprive the Employee of any material fringe
benefit enjoyed by him at the date hereof;
or
|
|
(iii)
|
in
the event of a Change of Control;
|
|
(q)
|
“Handbook” means the
employment policies and procedures of the
Corporation;
|
Ram
Sesha
February
12, 2010
Page 4
of 13
|
(r)
|
"Just Cause" means a
determination by the Board of the Corporation, acting in good faith but
made in the sole discretion of the Board of the
Corporation:
|
|
(i)
|
a
material breach by the Employee of his obligations under this Agreement
other than performance;
|
|
(ii)
|
disloyal
behavior, including, without limitation, fraud, embezzlement, theft,
conviction of a felony, proven dishonesty in the course of his
employment;
|
|
(iii)
|
the
disclosure of trade secrets or Confidential Information, except as is
strictly required in the course of the performance the Employee's duties
under this Agreement;
|
|
(s)
|
“Patent Acquisition
Agreement” means that certain agreement entered into by and between
the Corporation and Nectid Inc., as of the same date as this
Agreement;
|
|
(t)
|
"Person" means any
individual, partnership, limited partnership, joint venture, syndicate,
sole proprietorship,
company or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal
personal representative, regulatory body or agency, government or
governmental agency, authority or entity however designated or
constituted;
|
|
(u)
|
“Products” means products
and services developed during the commercialization of the Acquired
Patents;
|
|
(v)
|
“Round of Financing”
means each time the Corporation raises money to fund its
business;
|
|
(w)
|
“Salary” means the annual
cost, including bonus and benefits, of the Employee to the
Corporation;
|
|
(x)
|
“Senior Management” means
the President& Chief Executive
Officer;
|
|
(y)
|
“Stock Option” means an
option to acquire Corporation’s Common Stock granted under an equity plan
approved by the Board Of Directors for the Senior
Management;
|
|
(z)
|
“Subsidiary or
Subsidiaries” means any corporation, company, partnership,
organization or other entity of which the securities or other ownership
interests having a majority of the ordinary voting power in electing the
board of directors or other governing body are, at the time of such
determination, owned by a company or another
Subsidiary;
|
Ram
Sesha
February
12, 2010
Page 5
of 13
|
(aa)
|
“Voting Securities” means shares of
common or preferred stock, general or limited partnership shares or
interests, or similar interests if the shares or interest, by statute,
charter, or in any manner, entitle the holder:
|
|
(i)
|
To
vote for or to select directors, trustees, or partners (or persons
exercising similar functions of the issuing company);
or
|
|
(ii)
|
To
vote on or to direct the conduct of the operations or other significant
policies of the issuing company;
|
|
(bb)
|
“Warrant” means a right
that entitles the Employee to buy one share of common stock of the
Corporation at a price per share to be determined by the
Board;
|
|
(cc)
|
"Year of Employment"
means any 12 month period commencing on the January 1 of the year under
consideration.
|
SECTION
2 EMPLOYMENT OF THE EMPLOYEE
2.1
|
The
Corporation shall employ the Employee, and the Employee shall serve the
Corporation in the position of Chief Operating Officer reporting to Board
of Directors on the conditions and for the remuneration hereinafter set
out. During the employment Term, the Employee shall have such
responsibilities, duties and authority, and shall render such services for
and in connection with the Corporation and its subsidiaries and affiliates
as are customary in such position and as the Board of Directors of the
Corporation shall from time to time reasonably direct. During the
Employment Period, the Employee shall serve as a member of the Board of
Directors of the Corporation. The Employee shall devote the Employee's
full business time and attention exclusively to the business of the
Corporation and shall use best efforts to faithfully carry out the
Employee's duties and responsibilities hereunder. The Employee shall
comply with all personnel policies and procedures of the Corporation as
the same now exist or may be hereafter implemented by the Corporation from
time to time, including those policies contained in the Corporation's
employee manual or handbook which sets forth policies and procedures
generally for employees of the Corporation ("Handbook") to the extent not
inconsistent with this Agreement.
|
SECTION
3 PERFORMANCE OF DUTIES
3.1
|
During
the Employment Period, the Employee shall faithfully, honestly, and
diligently serve PRTT and its Subsidiaries and Affiliates as contemplated
above. The Employee shall devote all of his working time and
attention to his employment hereunder and shall use his best efforts to
promote the interests of the
Corporation.
|
Ram
Sesha
February
12, 2010
Page 6
of 13
SECTION 4 TERM OF
EMPLOYMENT
4.1
|
The
Employee's employment shall commence on the Effective Date and shall end
three (3) years from the Effective Day (the "Initial Term"), unless
earlier terminated in accordance with section
8.1.
|
4.2
|
Upon
completion of the Initial Term, the Employee's employment with PRTT shall
continue on an indefinite basis, unless either party has provided to the
other a written notice of non-renewal no less than three (3) months prior
to the end of the Initial Term. Should such written notice of non-renewal
be provided, the compensation terms of sub-sections 8.3, 8.5, and 8.6
shall apply.
|
SECTION
5 REMUNERATION
5.1
|
Base
Salary. The
Corporations shall pay the Employee an annual salary calculated at the
rate of $250,000 (USD) per annum for the first year of employment,
$300,000 (USD) per annum for the second year of employment and $350,000
(USD) per annum for the third year of employment, payable bimonthly in
equal installments in arrears according to the Corporation’ regular
payroll practices, provided that the Employee's base salary shall not be
less than the base salary of the President and Chief Executive Officer of
the Corporation or any of its
subsidiaries.
|
5.2
|
Base
Salary Revision. The annual Base Salary is reviewed every year on
or before the January 1, unless the Employee’s employment is terminated in
accordance with this agreement, by the Board of Directors of the
Corporation, to determine if the Base Salary should be increased for the
following year in recognition of the Services to the Corporation; provided
that, the Employee's base salary shall not be less than the base salary of
the President and Chief Executive Officer of the Corporation or any of its
subsidiaries.
|
5.3
|
Bonus
Remuneration. The
Employee shall, in respect of each Year of Employment during the
Employment Period, be entitled to receive such bonus remuneration, if any,
as the Board of Directors of PRTT, in its sole discretion (“Bonus”), may
authorize for the Senior
Management.
|
5.4
|
Warrants.
The Employee shall be issued Warrants, in respect of
each Round of Financing of the Corporation, to fund the development of
Products to commercialize the Acquired Patents listed in the Exhibit A.
The number of Warrants issued by the Corporation to the Employee in each
round of Financing shall not be less than 20% of Issued Shares in the said
Round of
Financing.
|
5.5
|
Stock
Options. The Employee shall have Stock Options as applicable to the
stock options provided for the Senior Management of the Corporation from
time to time by the Board of Directors of the
Corporation.
|
Ram
Sesha
February
12, 2010
Page 7
of 13
5.6
|
Benefits. The
Corporation shall provide to the Employee the benefits health, life, and
disability insurance, car allowance and 401K that are provided to Senior
Management employees of the Corporation from time to time (the "Benefits"'), such
Benefits to be provided in accordance with and subject to the terms and
conditions of the applicable plan relating thereto in effect from time to
time
|
5.7
|
Working
Facilities. The Corporation shall furnish the Employee with such
office space, equipment, technical, secretarial and clerical assistance
and such other facilities, services and supplies as shall be reasonably
necessary to enable the Employee to perform the duties required of the
Employee hereunder in an efficient and professional manner and such
facilities will be subject to the approval of the Corporation’s Chief
Executive Officer.
|
SECTION 6:
EXPENSES
6.1
|
Subject
to the terms of the Corporation’s expense policy, the Corporation shall
pay, or reimburse the Employee for, all travel and out-of-pocket expenses
reasonably incurred or paid by the Employee in the performance of his
duties and responsibilities, upon presentation of expense statements or
receipts or such other supporting documentation as the Corporation may
reasonably require. The Employee is entitled to undertake air travel by
business class. All travel arrangements and expenses will be
subject to prior approval by the Corporation’s Chief Executive
Officer.
|
SECTION
7 VACATION
7.1
|
The
Employee shall be entitled during each Year of Employment during the
Employment Period to vacation with pay of four (4)
weeks. Vacation shall be taken by the Employee in consultation
with Senior Management or at such time(s) as may be acceptable to the
Corporation.
|
SECTION
8 TERMINATION
8.1
|
Termination. The
Employee's employment may be terminated at any
time:
|
|
(a)
|
by
the Corporation, at any time, without prior notice and without obligation
to the Employee, for reasons of Just Cause, without notice or compensation
in lieu;
|
|
(b)
|
by
the Corporation providing a notice of non-renewal pursuant to Subsection
4.2 above;
|
|
(c)
|
by
the Employee, providing notice of non-renewal pursuant to Subsection 4.2
above;
|
|
(d)
|
after
the Initial Term, by the Corporation providing three (3) month’s advance
written notice of termination;
|
Ram
Sesha
February
12, 2010
Page 8
of 13
|
(e)
|
by
the Employee, by providing one (1) month's written notice of resignation
for Good Reason;
|
|
(f)
|
by
the Employee, for any reason other than Good Reason, by providing one (1)
month’s written notice of resignation;
or
|
|
(g)
|
by
the Death or Disability of the
Employee.
|
8.2
|
Date of
Termination. For the purposes of this Agreement, the
date on which the Employee's employment shall be terminated shall
be:
|
|
(a)
|
in
the case of termination under subsection 8.1(a), the day the Employee is
deemed, under subsection 14.1, to have received notice from the
Corporations of such termination;
|
|
(b)
|
in
the case of termination under subsections 8.1(b) or 8.1(c), upon the end
of the Initial Term;
|
|
(c)
|
in
the case of termination under subsections 8.1(d), 8.1(e), or 8.1(f), on
the date on which the referable notice period ends;
and
|
|
(d)
|
in
the event of the Death or Disability of the Employee, on the date of his
Death or Disability as certified by a qualified medical
doctor.
|
8.3
|
Severance payment upon
Termination under subsections 8.1(b) or 8.1 (d)
or 8.1 (g). Where the Employee's employment under this Agreement
has been terminated pursuant to subsections 8.1(b) or 8.1 (d) or 8.1 (g),
the Employee shall be entitled, upon receipt by the Corporation of a
Release in favor of the Corporation, their officers, directors, employees,
attorneys, and agents in a form reasonably acceptable to the Corporation,
to a severance payment equal to two (2) year’s Salary, less any amounts
owing by the Employee to the Corporation for any reason, which payment
shall constitute full and final satisfaction of the Corporation’ severance
obligations to the Employee.
|
8.4
|
Severance payment upon
Termination under subsections 8.1(e).
Where the Employee’s employment under this Agreement has been
terminated pursuant to subsection 8.1(e) as a consequence of a Change of
Control, the Employee shall be entitled, upon receipt by the Corporations
of a Release in favor of the Corporation, their officers, directors,
employees, attorneys, and agents in a form reasonably acceptable to the
Corporation, to a lump sum payment equal to three (3) years Salary, less
any amounts owing by the Employee to the Corporation for any reason, which
payment shall constitute full and final satisfaction of the Corporation’s
severance obligations to the
Employee.
|
8.5
|
Benefits upon Termination.
If the employment of the Employee is terminated pursuant to any
subsections of Section 8, save for 8.1 (a), the Corporation shall for a
period of twelve (12) months following the Effective
Date:
|
Ram
Sesha
February
12, 2010
Page 9
of 13
|
(a)
|
Continue
the Employee on all Benefits, save and except those which they are unable
to continue due to restrictions in the terms and conditions of the
applicable group policy; and
|
|
(b)
|
Where
the Corporation are unable or unwilling to continue the Employee on
Benefits, shall reimburse the Employee for the cost of obtaining
replacement Benefits for the said twelve (12) month period, where
replacement benefits are available;
and
|
|
(c)
|
The
Corporation's obligations under this section shall terminate from the date
that the Employee first becomes enrolled after termination of employment
with the Corporation for similar coverage under another employer's
plan.
|
|
(d)
|
In
the event of the Termination due to Employee's death, the subsections 8.5
(a) and 8.5 (b) shall transfer to Employee’s dependants, and be exercised
or enforced, as the case may be, by the estate or personal representative
of the Employee.
|
|
(e)
|
In
the event of Employee's death, all rights and benefits granted hereunder
shall transfer to and be exercised or enforced, as the case may be, by the
estate or personal representative of the
Employee.
|
8.6
|
No obligation to mitigate.
The Employee shall not be required to mitigate the amount of any
payment or Benefits provided for in this Agreement by
seeking other employment or otherwise, nor (except as specifically
provided herein), shall the amount of any payment provided for in this
Agreement be reduced by any compensation earned by the Employee as a
result of employment by another employer after termination or
otherwise.
|
8.7
|
Warrants: If the
employment of the Employee is terminated pursuant to any subsections of
Section 8, save for 8.1(e), all the Warrants, if any, granted to the
Employee vest immediately.
|
8.8
|
Restricted Stock Units:
If the employment of the Employee is terminated pursuant to any
subsections of Section 8, save for 8.1(e), all the Restricted Stock Units,
if any, granted to the Employee vest
immediately.
|
8.9
|
Stock Options. If the
employment of the Employee is terminated for any reason, except for
subsection 8.1 (a), all the options, granted to the Employee, if any, vest
immediately and shall immediately become exercisable in
full.
|
SECTION
9 NON-COMPETITION
9.1
|
The
Employee shall not during (i) the Employment Period;, directly or
indirectly, in any manner whatsoever including, without the express
written permission of the Corporation, either individually, or in
partnership, jointly or in conjunction with any other Person, or as
employee, principal, agent, director or
shareholder:
|
Employment
Agreement
Ram
Sesha
February
12, 2010
Page 10
of 13
|
(a)
|
be
engaged by or with any Person involved in a business in Canada, the United
States, or any country in the European Union which competes, directly or
indirectly, with the Corporation or any of their Affiliates or
Subsidiaries;
|
|
(b)
|
have
any financial or other interest (including an interest by way of royalty
or other compensation arrangements) in or in respect of the business of
any Person in Canada, the United States, or any country in the European
Union, which competes, directly or indirectly, with the Corporations or
any of their Affiliates or Subsidiaries;
or
|
|
(c)
|
advise,
lend money to, guarantee the debts or obligations of or permit the use of
the Employee's name or any parts thereof by any Person engaged in a
business which competes, directly or indirectly, in Canada, the United
States, or any country in the European Union, with the Corporation or any
of their Affiliates or
Subsidiaries.
|
9.2
|
Notwithstanding
Section 9.1, nothing herein shall prevent the Employee from owning the
issued shares of a corporation or an s-corporation or an LLC or LLP,
including the shares of which are listed on a recognized stock exchange or
traded in an over the counter market, which carries on a business which is
the same as or substantially similar to or which competes with or would
compete with the business of the Corporation or any of their Affiliates or
Subsidiaries.
|
SECTION 10 NO
SOLICITATION OF CUSTOMERS, ETC
10.1
|
During Employment. The
Employee shall not, during the Employment Period, without the
written permission of the Corporation, directly or indirectly, contact or
solicit any customer or supplier or business partner of the Corporation or
any of their Affiliates or Subsidiaries for the purpose of selling to
those customers, suppliers, or business partners any products or services
whatsoever. For the purposes of section 10.1, a "customer or
supplier of business partner" shall mean any Person who has purchased
services or products from, or supplied services or products to, or entered
into a strategic business alliance with, the Corporation or any of their
Affiliates or Subsidiaries, any time during the Employment Period or, to
the knowledge of the Employee, at any time prior to the Employment
Period.
|
SECTION 11 NO
SOLICITATION OF EMPLOYEES
11.1
|
The
Employee shall not, either during (i) the Employment Period or (ii) for a
period of one (1) year after the Termination Date, directly or indirectly,
employ or retain as an independent contractor any employee of the
Corporation or any of their Affiliates or Subsidiaries or induce or
solicit, or attempt to induce, any such person to leave his/her
employment.
|
Employment
Agreement
Ram
Sesha
February
12, 2010
Page 11
of 13
SECTION
12 CONFIDENTIALITY
12.1
|
The
Employee shall not, either during the Employment Period or at any time
thereafter, directly or indirectly, use or disclose to any Person any
Confidential Information; provided, however, that nothing in this section
shall preclude the Employee from disclosing or using Confidential
Information if:
|
|
(a)
|
the
Confidential Information is available to the public or in the public
domain at the time of such disclosure or use, without breach of this
Agreement; or
|
|
(b)
|
disclosure
of the Confidential Information is required to be made by any law,
regulation, governmental body, or authority or by court
order.
|
12.2
|
The
Employee acknowledges and agrees that the obligations of confidentiality
are to remain in effect in perpetuity and shall exist and continue in full
force and effect notwithstanding any breach or repudiation, or alleged
breach or repudiation, by the Corporation of this
Agreement.
|
12.3
|
The
Employee and the Corporation explicitly acknowledge that notwithstanding
anything else in the Agreement, the Employee will continue to be bound to
the terms and conditions of the Confidential Information and Invention
Assignment Agreement that he executed contemporaneous with the execution
and delivery of this Agreement.
|
SECTION
13 REMEDIES
13.1
|
The
Employee acknowledges that a breach or threatened breach by the Employee
of the provisions of any of Sections 9 to 12 inclusive will result in the
Corporation and their shareholders suffering irreparable harm which is not
capable of being calculated and which cannot be fully or adequately
compensated by the recovery of damages alone. Accordingly, the
Employee agrees that the Corporation shall be entitled to temporary and
permanent injunctive relief, specific performance and other equitable
remedies, in addition to any other relief to which the Corporation may
become entitled.
|
SECTION
14 NOTICES
14.1
|
Any
notice or other communication required or permitted to be given hereunder
shall be in writing and shall be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by hand-delivery
as hereinafter provided, except that any notice of termination by the
Corporation under sub-subsections 8.1(a), 8.1(b), or 8.1(d) shall be
hand-delivered or given by registered mail. Any such notice or
other communication, if mailed by prepaid first-class mail, shall be
deemed to have been received on the fourth Business Day after the
post-marked date thereof, or if mailed by registered mail, shall be deemed
to have been received on the day such mail is delivered by the post office, or
if sent by facsimile or other means of electronic communication, shall be
deemed to have been received on the Business Day following the sending, or
if delivered by hand shall be deemed to have been received at the time it
is delivered to the applicable address noted below either to the
individual designated below or to an individual at such address having
apparent authority to accept deliveries on behalf of the
addressee. Notice of change of address shall also be governed
by this section. Notices and other communications shall be
addressed as
follows:
|
Employment
Agreement
Ram
Sesha
February
12, 2010
Page 12
of 13
a) if
to the Employee:
Xxxxxxx
Xxxxx
0000
Xxxxxx Xxxxx
Xxxx
Xxxxxxx, XX 00000
b) if
to the Corporation:
Pro-Tect
Inc
|
c/o
Xxxxxxx X. Xxxxxxx, Attorney at Law, 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000,
|
|
Xxxx
Xxxx Xxxx, Xxxx
|
SECTION
15 GENERAL
15.1
|
Headings. The inclusion
of headings in this Agreement is for convenience of reference only and
shall not affect the construction or interpretation
hereof.
|
15.2
|
Severability. Each of
the provisions contained in this Agreement is distinct and severable and a
declaration of invalidity or unenforceability of any such provision by a
court of competent jurisdiction shall not affect the validity or
enforceability of any other provision
hereof.
|
15.3
|
Entire Agreement. This
Agreement, including Exhibits "A" and “B” of the Patent Acquisition
Agreement, constitutes the entire agreement between the parties pertaining
to the subject matter of this Agreement. This Agreement
supersedes and replaces all prior agreements, if any, written or oral,
with respect to the Employee's employment by the Corporation and any
rights which the Employee may have by reason of any such prior agreement
or by reason of the Employee's prior employment, if any, by the
Corporation. There are no warranties, representations or
agreements between the parties in connection with the subject matter of
this Agreement except as specifically set forth or referred to in this
Agreement.
|
15.4
|
Waiver, Amendment.
Except as expressly provided in this Agreement, no amendment or
waiver of this Agreement shall be binding unless executed in writing by
the party to be bound thereby. No waiver of any provision of
this Agreement shall constitute a waiver of any other provision nor shall
any waiver of any provision of this Agreement constitute a continuing
waiver unless otherwise expressly
provided.
|
Employment
Agreement
Ram
Sesha
February
12, 2010
Page
13 of 13
15.5
|
Currency. Except as
expressly provided in this Agreement, all amounts in this Agreement are
stated and shall be paid in U.S.
currency.
|
15.6
|
Governing Law. This
Agreement shall be governed by and construed in accordance with the laws
of the State of New York, USA without regard to its conflict of laws
rules, which are deemed inapplicable herein. The parties hereto
irrevocably consent to the personal jurisdiction of the courts of the
State of New York.
|
15.7
|
Counterparts. This
Agreement may be signed in counterparts, and each of such counterparts
shall constitute an original document, and such counterparts, taken
together, shall constitute one and the same
instrument.
|
15.8
|
Copy
of Agreement. The Executive hereby
acknowledges receipt of a copy of this Agreement duly signed by the
Corporation.
|
IN WITNESS WHEREOF the parties
hereto have duly executed and delivered this Agreement.
Pro-Tect,
Inc.
|
Employee
|
|||
By:
|
|
|
||
Name:
|
Name:
|
Xxxxxxx
Xxxxx
|
||
Title:
|
President
&
|
|||
Chief
Executive Officer
|