EXHIBIT 99.1
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of this 14th day of August, 1998, by and between INTERIORS, INC., a Delaware
corporation with an address at 000 Xxxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxx Xxxx
00000-0000 (the "Company") and XXXX X. XXXXXXX, residing at 00000 Xxxxx Xxxxx,
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Employee").
RECITALS
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A. WHEREAS, the Company, Xxxx Acquisition Corp., an Illinois
corporation ("Acquisition"), Xxxx Lighting, Inc., an Illinois corporation
("Xxxx") and certain shareholders of Xxxx have entered into that certain
Agreement and Plan of Merger dated as of July 2, 1998 (the "Merger Agreement"),
pursuant to which Acquisition will be merged with and into Xxxx;
B. WHEREAS, pursuant to the terms of the Merger Agreement, the
Company and Employee agreed that the Company would enter into an employment
agreement with Employee;
C. WHEREAS, the Company desires to secure the services of
Employee, and Employee desires to furnish his services to the Company, on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Terms used in this Agreement in capitalized form
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which are not defined in this Agreement shall have the same definitions as used
in the Merger Agreement.
2. Employment. Upon the terms and subject to the conditions set forth
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in this Agreement, the Company employs Employee, and Employee accepts such
employment.
3. Duties Of Employee.
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3.1 General Duties. During the term of this Agreement, Employee
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shall serve as an employee of the Company, subject to the provisions of this
Agreement and, except as otherwise provided herein, such additional rules and
regulations of employment as shall be generally applicable to employees of the
Company. Employee shall serve as Executive Vice President of Sales and
Marketing of the Company's decorative accessories division as it may be
constituted and operated from time to time. In addition, during the term of
this Agreement, Employee shall serve as President of Xxxx and shall continue in
such position until the Board of Directors of Xxxx otherwise determines.
Employee shall do and perform services and duties typically performed by a
president and vice president of sales and marketing of a company, and such other
services, consistent with his primary responsibilities, and duties as may be
prescribed by the Board of Directors of Xxxx and/or the President and Chief
Executive Officer of the Company's decorative accessories division from time to
time.
3.2 Extent of Services. Except as may otherwise be agreed in
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writing between the Company and Employee, during the term of this Agreement,
Employee shall: (a) devote his entire business time, attention, skills and
energies to the business of the Company and Xxxx (unless relieved of his
responsibilities therefor pursuant to Section 3.1 above); (b) faithfully and to
the best of his ability serve the Company and Xxxx (unless relieved of his
responsibilities therefor pursuant to Section 3.1 above); and (c) not perform
any act or take any action inconsistent with his duties to the Company or Xxxx
(unless relieved of his responsibilities therefor pursuant to Section 3.1
above).
3.3 Location. Except for business trips necessary or appropriate
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for the proper performance of his services and duties hereunder, Employee shall
perform the services contemplated herein in the County of Los Angeles,
California. Employee shall travel outside of Los Angeles County to the extent
he, or the Chairman of the Board of Xxxx or the President and Chief Executive
Officer of the Company's decorative accessories division, respectively, deem
appropriate for his position, in their reasonable judgment, in light of
industry-wide norms.
4. Compensation.
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4.1 Salary. In consideration of the services to be rendered by
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Employee hereunder, the Company shall pay or cause to be paid to Employee during
the term of this Agreement an annual salary (the "Annual Base Salary") of One
Hundred Fifty Thousand Dollars ($150,000), payable in accordance with the
Company's normal payroll practices for employees generally. Employee shall also
be entitled to additional compensation (the "Additional Compensation") in the
amount of Fifty Thousand Dollars ($50,000) per year, payable in accordance with
the Company's normal payroll practices, for Employee's facilitation of the
transition of ownership of Xxxx from the Shareholders to the Company. The
foregoing salary and the bonuses and benefits provided for in this Section 4
shall be Employee's sole compensation for all services provided by Employee
hereunder.
4.2 Signing Bonus. The Company shall pay or deliver or cause to be
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paid or delivered to Employee (a) the amount of Fifty Thousand Dollars ($50,000)
on the date of this Agreement, (b) the amount of Three Thousand Seven Hundred
Fifty Dollars ($3,750), to be applied to attorney fees incurred by Employee in
connection with this Agreement, on the date of this Agreement, and (c) shares of
Buyer Common Stock with a fair market value on the date of this Agreement of
Fifty Thousand Dollars ($50,000) within fourteen (14) days after the date of
this Agreement. For purposes of this Section 4.2(c), fair market value per
share of Buyer Common Stock on the date of this Agreement shall be the average
closing bid price of Buyer Common Stock for the five trading days following the
date of this Agreement.
4.3 Annual Bonuses.
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(a) Fixed Bonus. Within sixty (60) days after the end of the
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fiscal year of the Company or on the first regular payroll period of the Company
following such date, the Board of Directors of the Company shall pay or cause to
be paid to Employee an annual bonus, of Twenty-Five Thousand Dollars ($25,000),
or a prorated portion of such amount for the fiscal years ending 1999 and 2004
(the "Fixed Bonus").
(b) Net Sales Bonus. No Net Sales bonus shall be payable to
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Employee before Annual Net Sales reach one hundred and five percent (105%) of
Base Annual Net Sales. Thereafter, for every full percentage point by which
Annual Net Sales for a given fiscal year exceed 105% of Base Annual Net Sales
for such year, Employee shall be entitled to receive a bonus on Net Sales (the
"Net Sales Bonus") equal to $1,667 (or a prorated portion of
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such amount for the fiscal years ending June 30, 1999 and June 30, 2004). The
Net Sales Bonus shall be paid to Employee by the Company within thirty (30) days
of finalization of corporate results pursuant to an audit by the Company's
certified accountants during each year of the term hereof.
As used herein, the following terms shall have the meanings, or shall be
calculated as, set forth below:
"Annual Net Sales" shall mean the Net Sales of Qualifying Products made
by the Group in a given fiscal year during the term of this Agreement.
"Base Annual Net Sales" shall mean the aggregate Base Quarterly Net Sales
for all fiscal quarters falling within a given fiscal year during the term of
this Agreement.
"Base Quarterly Net Sales" shall be calculated quarterly by the Company,
commencing on July 1, 1998, as follows:
(1) The Company shall determine the aggregate Net Sales of the Group for the
four fiscal quarters immediately preceding the then current quarter,
including the Group's Net Sales of all product lines acquired by the
Group during the quarter immediately preceding the then current quarter
(the "Newly Acquired Products");
(2) In order to reflect full four quarters of Net Sales of the
Newly Acquired Products, the Company shall add all Net Sales
of the products comprising the Newly Acquired Products made
(by the parties which sold the Newly Acquired Products to
the Group), during the three full fiscal quarters and the
portion of the fourth fiscal quarter immediately preceding
the Group's acquisition of the Newly Acquired Products;
(3) In order to eliminate Net Sales of products which have been
discontinued prior to the then current quarter, the Company
shall deduct all Net Sales of Discounted Products made
during the prior four fiscal quarters, by the Company or the
parties which sold the Newly Acquired Products to the Group.
(4) The Company shall divide the amount resulting from steps
(i), (ii) and (iii) above by the number of fiscal quarters
occurring in the given fiscal year during the term of this
Agreement, to reflect, for example, that there are only two
(2) fiscal quarters remaining in fiscal 1998.
"Discontinued Products" shall mean all products which are not being
marketed by the Group as of the first day of the then current quarter.
"Group" shall mean Xxxx and those companies within the Company's
decorative accessories division for which Employee has sales and
marketing responsibilities.
"Net Sales" shall mean the actual sales of Qualifying Products made by
the Group, less (a) discounts and returns credited during a given
quarter, (b) a reasonable reserve for bad debts based on the actual
percentage of bad debts in the prior fiscal year, and (c) any increases
in the wholesale prices of Qualifying Products which came in effect
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after July 1, 1998, to the extent such increases thereafter remain in
effect in any given fiscal quarter. As used herein, sales are deemed made
when Qualifying Products are shipped.
"Qualifying Products" shall mean all products sold by the Group for which
Employee has provided any marketing or generated any sales during a given
quarter.
"Quarterly Net Sales" shall mean the Net Sales made in a given quarter
during the term of this Agreement.
(c) Bonuses. The Fixed Bonus and the Net Sales Bonus are
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hereafter collectively referred to as the "Bonuses."
4.4 Deductions; Withholdings. The salary and bonuses payable to
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Employee hereunder is the gross amount. The Company shall have the right to
deduct or withhold therefrom all taxes and other amounts which may be required
to be deducted or withheld under any provision of applicable law (including,
without limitation, social security payments, income tax withholdings and other
deductions required by law) now in effect or which may become effective any time
during the term of this Agreement.
5. Employee Benefits. During the term of this Agreement, Employee
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shall be entitled to the following benefits:
5.1 General. Employee shall be entitled to coverage and benefits
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under any life insurance, disability insurance, medical, dental, pension,
401(k)/profit-sharing or other benefit plans generally provided by the Company
to its other corporate officers.
5.2 Vacation and Sick Time. Employee shall be entitled to (a) three
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(3) weeks of paid vacation, which shall be taken in accordance with the
Company's written vacation policy, and (b) seven (7) days of paid sick leave for
personal illness, which shall be used in accordance with the Company's written
sick leave policy and which may not be converted to vacation days or cash,
during each year of employment with the Company.
5.3 Holidays. Employee shall be entitled to such paid holidays as
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are designated by the Company.
5.4 Automobile; Automobile Insurance. Employee shall be entitled to
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a maximum reimbursement of Seven Hundred Fifty Dollars ($750) per month for all
automobile leasing, automobile insurance and all other automobile related
expenses. Employee shall not be entitled to additional reimbursement for
mileage. Such reimbursement shall apply to only one (1) automobile during any
period of time, and Employee shall identify in writing to the Company within
three (3) days after the execution of this Agreement the initial automobile and
any changes to such initial designation shall be made in writing to the Company.
In addition, all reimbursements hereunder shall be made within twenty-one (21)
days following the Company's receipt of an expense statement, including, where
appropriate, all original statements of charges.
5.5 Stock Option. Employee shall be granted an option (the
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"Option") to purchase an aggregate of One Hundred Thousand (100,000) shares of
Buyer Common Stock, at the average closing market price of such shares for the
five (5) trading days following the effective date of this Agreement, under
Interiors existing stock option program. Employee shall
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be entitled to exercise the Option for up to Twenty Thousand (20,000) shares on
the first anniversary of the date of this Agreement and an additional Twenty
Thousand (20,000) shares on or after each subsequent anniversary, at which time
the Options shall have vested; provided, however, that if Employee is terminated
without "cause," Employee shall be entitled to exercise any or all unexercised
Options which (a) have vested on or before the date of termination and (b) whose
exercise rights have not expired within thirty (30) days after the date of his
termination. All Options must be exercised within one (1) year after the date on
which the Options have vested.
6. Term. The term of this Agreement and Employee's employment with the
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Company shall commence on the Closing Date and shall continue for a period of
five (5) years, unless sooner terminated pursuant to Section 7 below.
7. Termination.
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7.1 Termination For Cause. Employee understands and agrees that this
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Agreement and the employment relationship may be terminated immediately by the
Company for "cause," upon written notice to Employee in the manner set forth in
Section 10.3 below. "Cause" shall mean (a) habitual inattention to, neglect of
or unwillingness to perform Employee's duties, if not cured within seven (7)
business days after the Company first gives written notice to Employee of any
such inattention, neglect or unwillingness, (b) failure or refusal to follow any
reasonable directive of the Board of Directors of Xxxx or the President and
Chief Executive Officer of the Company, if such failure or refusal is not cured
within seven (7) business days after the Company's written notice to Employee of
such failure or refusal, (c) commission of any act punishable by criminal
penalty, except for routine driving or other traffic offenses or other
misdemeanor offenses which (i) do not materially or significantly impact
Employee's ability or capability to perform his primary responsibilities or
duties hereunder and (ii) do not violate Clauses (d) or (e) of this Section 7.1,
or any act involving gross negligence by Employee, (d) commission of any other
act reasonably likely to significantly or materially adversely affect the
business or reputation of the Company, if such conduct is not corrected within
seven (7) business days after the Company's written notice to Employee of such
conduct, (e) breach of any material term or condition of this Agreement, if such
breach is not cured within seven (7) business days after the Company's written
notice to Employee of such breach, and/or (f) two (2) or more violations of
Clauses (b), (d) or (e) during any twelve (12) month period, if such breaches
are reasonably likely to (i) significantly or materially adversely affect the
business or reputation of the Company or (ii) significantly or materially impact
Employee's ability or capability to perform his primary responsibilities or
duties hereunder. Upon termination of Employee for "cause," the Company shall
promptly pay to Employee all accrued Annual Base Salary and Additional
Compensation, together with a prorated portion of all accrued Bonuses, which
have not been paid as of the date such termination occurs.
7.2 Termination Without Cause. Employee understands and agrees that,
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should the Company deem it necessary or advisable, at any time after the first
twelve (12) months after the date of this Agreement, this Agreement and the
employment relationship may be terminated immediately by the Company without
"cause" (as defined above), upon thirty (30) days' prior written notice to
Employee in the manner set forth in Section 10.3; provided that Employee shall
remain entitled to receive (a) the Annual Base Salary, Additional Compensation
and fifty percent (50%) of the Bonuses from the prior fiscal year, and (b)
benefits under medical and disability plans in effect immediately prior to such
termination, according to the payment periods in effect at the time of such
termination for the remainder of time, if any, in the period which consists of
the lesser of (a) twelve months (12) from the date of termination or (b) the
remainder of the term of this Agreement; provided further that (i) Employee
shall not continue
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to accrue paid time off for vacation, sick days or holidays, (ii) to the extent
that Employee is afforded comparable medical and disability benefits from his
new employer, he shall not be entitled to continued medical or disability
benefits from the Company, and (iii) to the extent that Employee is afforded
medical and disability benefits which are less than that provided by the
Company, the Company shall only be obligated to compensate Employee for the
difference. With respect to medical and disability benefits continued after
termination pursuant to this Section 7.2, the Company shall have the option to
either continue the benefits or pay to Employee the amount of the insurance
premiums or other benefits in effect at the time of termination.
7.3 Death. In the event of the death of Employee during the Term,
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the Company shall pay, or cause to be paid, to any one or more beneficiaries
designated by Employee pursuant to notice to the Company or, failing such
designation, to Employee's estate, the unpaid portion of the Annual Base Salary
and Additional Compensation, together with a prorated portion of the Bonuses,
accrued through the date on which Employee's death occurs.
7.4 Disability. In the event that Employee shall become, by reason
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of physical or mental disability, incapable of performing his duties and
services in accordance with the provisions of Section 3 hereof, and such
incapacity(ies) shall continue for a period of ninety (90) days, the Company
shall have the right to terminate Employee's employment hereunder by giving him
written notice of such termination and, thereafter, Employee's employment
hereunder shall immediately terminate. In the event of such termination, the
Company shall pay, or cause to be paid, to Employee the unpaid portion of the
Annual Base Salary and Additional Compensation, together with a prorated portion
of the Bonuses, accrued through the date on which Employee's death occurs.
7.5 Termination by Employee. This Agreement may be terminated
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immediately by Employee upon written notice to the Company in the manner set
forth in Section 10.3 below in the event of: (a) the appointment of an
assignee, referee, receiver or trustee for the Company or upon the adjudication
and bankruptcy or the liquidation of the Company or (b) breach of any material
term or condition of this Agreement by the Company, if such breach is not cured
within seven (7) business days after Employee's written notice to the Company of
such breach.
7.6 No Additional Compensation. Except as expressly provided in this
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Section 7 and for any damages which Employee may be entitled to as a result of a
breach of this Agreement by the Company, Employee acknowledges and agrees that
he will not be entitled to any additional compensation or payment as a result of
the termination of this Agreement or his services hereunder, irrespective of the
reasons therefor.
7.7 Effect of Termination. Upon termination or expiration of this
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Agreement, Employee shall immediately surrender to the Company all lists, books,
records, materials and documents, together with all copies thereof, and all
other property in his/her possession or under his control, relating to or used
in connection with the past or present business of the Company, or any affiliate
or subsidiary of the Company.
8. Nondisclosure; Ownership and Protection of Proprietary Rights.
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8.1 Nondisclosure. Except as otherwise expressly required by law,
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Employee shall not at any time during the term of this Agreement, either
directly or indirectly, disclose or divulge to any other person, firm or
corporation the names, addresses, preferences, prices being charged or any other
confidential information concerning or relating to any of the
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former or existing suppliers, contractors, employees or customers of the
Company, or any affiliate or subsidiary of the Company (collectively, the
"Customers") with respect to the past, present or future business of the
Company, or any affiliate or subsidiary of the Company or any secret,
proprietary or confidential information concerning or relating to the past,
present or future business of the Company, or any affiliate or subsidiary of the
Company (collectively, "Confidential Information"), and he will not
intentionally divert or attempt to divert any of the Customers or intentionally
do any act to impair, prejudice or destroy the goodwill of the Company with the
Customers.
8.2 Ownership of Intellectual Property. Employee acknowledges and
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agrees that all intellectual property (including without limitation all ideas,
concepts, inventions, plans, developments, software, data, configurations,
materials (whether written or machine-readable), designs, drawings,
illustrations and photographs, which are protectable, in whole or in part, under
any patent, copyright, trademark, trade secret or other intellectual property
law), developed, created, conceived, made or reduced to practice during his
employment with the Company which (a) relate to the current, future or potential
business of the Company, (b) result from the duties or work performed by
Employee hereunder, or (c) are developed during working time or using the
Company's equipment, supplies, facilities, resources, materials or information,
shall be the sole and exclusive property of the Company and Employee shall and
hereby does assign all right, title and interest in and to such intellectual
property to the Company.
8.3 Nonsolicitation. Because Employee's solicitation of the
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Customers of the Company, or any affiliate of the Company, under certain
circumstances could involve the use or disclosure of Confidential Information,
Employee shall not, either directly or indirectly, at any time during the term
of this Agreement (a) call on, solicit or take away, or attempt to call on,
solicit or take away, any past or present Customers of the Company, or any
affiliate of the Company, (b) employ, hire or solicit the employment of any
person employed by the Company, or any affiliate of the Company, (c)
intentionally do any act to impair, prejudice or destroy the goodwill of the
Company, or any affiliate of the Company, or to intentionally prejudice or
impair the relationship or dealing between the Company, or any affiliate of the
Company, and the Customers or (d) assist any other person, firm or corporation
in any such acts.
8.4 Noncompetition. Employee shall not, at any time during the term
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of this Agreement, be or become (a) interested or engaged in any manner,
directly or indirectly, in any county and/or city in the United States of
America or any county or political subdivision in any state or country in the
world, either alone or with any person, firm or corporation now existing or
hereafter created, in any business, trade or other enterprise substantially
similar to or which is directly or indirectly competitive with the past, present
or future business of the Company or Interiors (the "Business") or (b) directly
or indirectly, a stockholder, bondholder or officer, director or employee of, or
in any manner associated with, or aid or abet or give information or financial
assistance to any business which is competitive with the Business; provided that
nothing contained in this Section 8.4 shall prevent Employee from acquiring or
holding, as a passive investment, not more than five percent (5%) of the
outstanding capital shares of any publicly held corporation engaged in such
business. Employee represents and warrants that as of the date hereof, Employee
does not own more than five percent (5%) of the outstanding capital shares of
any publicly held corporation engaged in a business which is or may be
competitive with the Business.
8.5 Survival. The provisions of this Section 8 shall survive the
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termination of this Agreement, irrespective of the reason therefor.
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9. Relief. Employee acknowledges that (a) the services to be rendered
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by him are of a special, unique and extraordinary character and it would be very
difficult or impossible to replace such services, (b) the provisions of Section
8 are reasonable and necessary to protect the legitimate interests of the
Company, (c) the restrictions contained in Section 8 will not prevent Employee
from earning or seeking a livelihood, (d) the restrictions contained in Section
8 shall apply in all areas where such application is permitted by law and (e)
any violation of Section 8 of this Agreement by Employee would result in
irreparable harm to the Company. Accordingly, Employee consents and agrees
that, if he violates any of the provisions of Section 8 of this Agreement, the
Company shall be entitled to, in addition to other remedies available to it, an
injunction to be issued by any court of competent jurisdiction restraining him
from committing or continuing any violation of this Agreement, without the need
to post any bond or for any other undertaking, including without limitation
proving the inadequacy of money damages.
In the event that the whole or any part of the provisions of Section 8
hereof shall be determined to be invalid by reason of the extent, duration,
scope or other provision set forth therein, the extent, duration, scope or other
provision of that section shall be reduced so as to cure such invalidity and in
its reduced form the provisions of Section 8 shall be enforceable in the manner
contemplated hereby. The provisions of this Section 9 shall survive the
termination of this Agreement, irrespective of the reason therefor.
10. Miscellaneous.
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10.1 Waiver of Breach. Neither party's failure to enforce any
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provision or provisions of this Agreement shall be deemed or in any way
construed as a waiver of any such provision or provisions, nor prevent that
party thereafter from enforcing each and every provision of this Agreement. The
rights granted the parties herein are cumulative and shall not constitute a
waiver of any party's right to assert all other legal remedies available to it
under the circumstances.
10.2 Successors; Assigns. The Company shall be entitled to assign
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its rights and obligations hereunder only in connection with the sale of
substantially all of the assets or stock of the Company to a buyer (a) willing
and able to perform all of its obligations hereunder and (b) having at least
comparable financial and other resources as the Company. Employee shall not
assign any of his rights or obligations under this Agreement without the prior
written consent of the Board of Directors of the Company. Subject to the
foregoing, the provisions of this Agreement shall be binding upon and inure to
the benefit of the heirs, legal representatives, executors, successors and
assigns of Employee and the Company.
10.3 Notices. All notices and other communications which are
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required or permitted to be given under this Agreement shall be in writing and
shall be deemed to be sufficiently given (a) if delivered personally, upon
delivery and (b) if delivered by registered or certified mail (return receipt
requested), postage prepaid, upon the earlier of actual delivery or upon three
(3) days after being mailed, in each case to Employee or the Company at the
address set forth at the beginning of this Agreement. Either party may, by
notice given hereunder, designate any further or different address to which
subsequent notices or other communications shall be sent.
10.4 Severability. If any term or provision of this Agreement is
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held to be void or unenforceable by any court of competent jurisdiction, only
that objectionable term or provision shall be deleted herefrom while the
remainder of the term, provision and agreement shall be enforceable.
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10.5 Governing Law. This Agreement shall be governed by and
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construed in accordance with the internal, substantive laws of the State of
California. Venue of any "Proceeding" (as defined below) shall be exclusively
in the County of Los Angeles in the foregoing state, and both parties hereby
consent and agree to such exclusive venue.
10.6 Attorneys' Fees. In the event any litigation, arbitration,
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mediation or other proceeding ("Proceeding") is initiated by any party against
any other party to enforce, interpret or otherwise obtain judicial or quasi-
judicial relief in connection with this Agreement, the prevailing party or
parties in such proceeding shall be entitled to recover from the unsuccessful
party or parties all costs, expenses and reasonable attorneys' fees relating to
or arising out of such Proceeding (whether or not the Proceeding results in a
judgment), including any post-judgment or post-award Proceeding, including,
without limitation, one to enforce any judgment or award resulting from any such
Proceeding. Any such judgment or award shall contain a specific provision for
the recovery of all such subsequently incurred costs, expenses and reasonable
attorneys' fees.
10.7 Arbitration of Disputes. All disputes between Employee and the
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Company or any related person or party are to be resolved by final and binding
arbitration in accordance with the Mutual Agreement to Arbitrate Claims attached
as Exhibit A to this Agreement, except as provided in such Arbitration
Agreement.
10.8 Counterparts. This Agreement may be executed simultaneously in
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two (2) or more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one (1) and the same instrument.
Furthermore, facsimiles of signatures may be taken as the actual signatures, and
each party agrees to furnish the other with documents bearing the original
signatures within ten (10) days of the facsimile transmission.
10.9 Complete Agreement; Amendments. This Agreement, including the
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exhibit, contains the entire understanding between the parties hereto with
respect to the subject matter hereof and supersedes any prior agreements and
understandings relating thereto. This Agreement may not be waived, changed,
modified, extended or discharged orally, but only by a written instrument signed
by the party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
The "Company"
INTERIORS, INC.
By:__________________________________________
Xxxxxx X. X'Xxxxx
Executive Vice President
"Employee"
_____________________________________________
Xxxx X. Xxxxxxx
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EXHIBIT A
"Mutual Agreement to Arbitrate Claims"
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See Attached
