EMPLOYMENT AGREEMENT
Exhibit 10.1
This Employment Agreement (“Agreement”), effective June 8, 2010, is entered into by and between Augme Technologies, Inc. (“the Company”), a Delaware corporation, (the ‘Employer”), and Xxxx X. Arena, 0000 Xxxxxx Xxxxx, Xxxx Xxxxxx, XX 00000 (the “Employee”).
WITNESSETH:
WHEREAS, Employer is engaged in the interactive media technology and related businesses, including but not limited to Internet and mobile communications advertising services, hardware and software development and sales, and information technology (the “Technologies”); and conducts research, experimentation, development, and exploitation of related technologies and engages in other businesses; and
WHEREAS, Employer desires to employ Employee to serve as Chief Executive Officer and Principal Financial Officer of the Company, and Employee desires to be employed by Employer in such capacities pursuant to the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:
1. EMPLOYMENT: DUTIES AND RESPONSIBILITIES
Employer hereby employs Employee as Chief Executive Officer and Principal Financial Officer of the Company. Subject at all times to the direction of the Board of Directors of the Employer, Employee shall have direct responsibility over operations, sales marketing, financial accounting and SEC reporting, operational budgeting, sales costing analysis, billing, and auditor interfacing. Employee will also perform other services and duties as the Board of Directors shall determine. Employee’s permanent job sites shall be in the New York, NY and Los Angeles, CA areas. Employee shall serve, by mutual consent, in such other positions and offices of the Employer and its affiliates, if selected, without any additional compensation. Employer agrees that as long as Employee is employed by the Employer, Employer will use its best efforts to cause Employee to be elected as a Director of the Employer.
Employee shall confer with the Directors, and other Officers of the Company, regarding ideas and proposals with respect to the overall technological direction of the Company.
2. FULL TIME EMPLOYMENT
Employee hereby accepts employment by Employer, upon the terms and conditions contained herein, and agrees that during the term of this Agreement the Employee shall devote substantially all of his business time, attention, and energies to the business of the Employer. Employee, during the term of this Agreement, will not perform any services for any other business entity, whether such entity conducts a business which is competitive with the business of Employer or is engaged in any other business activity; provided, however, that nothing herein contained shall be construed as (a) preventing Employee from investing his personal assets in any business or businesses which do not compete directly or indirectly with the Employer, provided such investment or investments do not require any services on his part in the operation of the affairs of the entity in which such investment is made and in which his participation is solely that of an investor, (b) preventing Employee from purchasing securities in any corporation whose securities are regularly traded, if such purchases shall not result in his owning beneficially, at any time, more than 5% of the equity securities of any corporation engaged in a business which is competitive, directly or indirectly, to that of Employer, (c) preventing Employee from engaging in any other activities, if he receives the prior written approval of the Board of Directors of Company with respect to his engaging in such activities. With exception to his role as Director and President of AIM Group, Inc. and United Minerals Corporation.
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3. RECORDS
In connection with his engagement hereunder, Employee shall accurately maintain and preserve all notes and records generated by Employer which relate to Employer and its business and shall make all such reports, written if required, as Employer may reasonably require.
4. TERM
Employee’s employment hereunder shall be for three twelve month periods (the “Initial Term”), to commence on June 8, 2010 and end thirty-six months from the date of this Agreement. Thereafter, the Company may elect to extend employment to Employee for one or more additional twelve-month periods (the “Subsequent Term”), commencing thirty-six months from the date hereof. A twelve-month period shall be deemed a Contract Year. For all compensation and benefit purposes, other than those specifically addressed herein, the Employee shall be deemed to have been continually employed with the Employer from June 8, 2010.
5. SALARY
As full compensation (“Base Salary”) for the performance of his duties on behalf of Employer, Employee shall be compensated as follows:
(i) Base Salary. Employer, (x) during the first-year of the term hereof, shall pay Employee a base salary at the rate of Two-Hundred Seventy Five Thousand Dollars ($275,000) per annum, payable semi-monthly; (y) during the subsequent second-year of the term, Employer agrees to pay Employee a base salary at the rate of Three-Hundred Fifty Thousand Dollars ($350,000) per annum, payable semi-monthly; and (z) during the subsequent third-year of the term, Employer agrees to pay Employee a base salary at the rate of Four-Hundred Twenty Five Thousand Dollars ($425,000) per annum, payable semi-monthly. If this Agreement is renewed for a subsequent term or terms, base salary shall be increased pursuant to; a) a minimum of Ten-Percent (10%) per year (the “Minimum Increase”); or b) as the Board of Directors shall determine if in excess to the Minimum Increase. Future salary increases will be subject to mutual agreement in accordance with job performance. Notwithstanding the foregoing, in the event the Employer has not reached positive cash flow breakeven from operations or has not become profitable through extraordinary gains, (the “Trigger Event”) the base salary shall remain at the rate of Two-Hundred Seventy Five Thousand Dollars ($275,000) per annum, payable semi-monthly until such time as the Trigger Event transpires.
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(ii) Annual Bonus. In addition to the Base Salary, Employee will be eligible for an annual performance bonus, to be payable upon achievement of performance goals and objectives to be mutually agreed upon by the Employee and the Company’s Board of Directors in advance of the relevant performance period.
(iii) Other Meritorious Adjustments. Directors may, in their sole discretion, consider other meritorious adjustments in compensation, or a bonus, under appropriate circumstances, including the conception of valuable or unique inventions, processes, discoveries or improvements capable of profitable exploitation.
(iv) Participation Bonus. Employer shall compensate Employee in the event of a Transaction that closes while you are a member of the Board or employee or during the twelve-month period following your removal from the Board or termination as an employee:
(a) you will receive a flat fee equal to one percent (1%) of the Aggregate Consideration of the net receivable by the Company or the Company's shareholders exclusive of any associated costs or related expenses in connection with such Transaction (the “Transaction Fee”). For purposes of the previous sentence, (i) "Transaction" shall mean any transaction or related series or combination of transactions whereby, directly or indirectly, control of the Company or all or substantially all of the Company's business or assets is acquired in a sale or exchange of stock, merger, consolidation or other business combination, sale or exclusive license of assets or similar transaction(s); and (ii) "Aggregate Consideration" shall mean (a) the amount of all consideration (whether in the form of cash, securities, or other property) directly or indirectly received or receivable by the Company or its shareholders in any Transaction, including any amounts committed by any party to a Transaction to be paid to the Company after any closing date (provided that the Transaction Fee shall not be payable unless and until such time as such committed, conditioned or contingent consideration is actually received by the Company) plus (b) options, warrants or other securities conferring the option to invest additional capital by any party to a Transaction (provided that the Transaction Fee shall not be payable unless and until such time as such options, warrants or other securities result in consideration actually being received by the Company), plus (c) without duplication, the total amount of indebtedness assumed by, repaid, refinanced or otherwise transferred (or any commitment to do so) in connection with a Transaction; and
(b) you will receive one-percent (1%) Transaction Fee for Employee’s participation in the realization of the monetization of the Company’s intellectual property either through: a) a settlement agreement; b) license agreement (except for licenses entered into in the ordinary course of the Company’s business). or c) asset sale during the period of employment and extending twelve months thereafter; provided that such twelve-month period will be shortened to zero months if Employee’s employment is terminated for Cause.
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6.
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EQUITY
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(i) Incentive Stock Options. Employee shall receive options during the Term of this Agreement as determined by the Employer’s Board of Directors from time to time, subject to subsections 6(ii) and (iii) below.
(ii) Initial Stock Option Grant. Upon execution of this Agreement, Employee shall be granted an aggregate of 2,000,000 stock options at an exercise price of one dollar ($1.00) per share (which exercise price is not less than the closing price on the date of Board approval) for a five-year period pursuant to the Company’s standard Stock Option Agreement, and further provided that:
a. 500,000 of these stock options shall vest immediately.
b. 500,000 of these stock options shall vest over a one-year period starting at the date of this Agreement.
c. 500,000 of these stock options shall vest over a two-year period starting at the date of this Agreement.
d. The remaining 500,000 of these stock options shall vest over a three-year period starting at the date of this Agreement.
(iii) Change of Control. In the event of a merger, acquisition or sale transaction by the Employer which causes a Change of Control of the Employer (the “Control Change”), any stock options or similar securities held beneficially by the Employee shall automatically become fully vested. For purposes of this Section 6, Control Change shall mean the occurrence of any of the following events: (i) a majority of the outstanding voting stock of Employer shall have been acquired or beneficially owned by any person (other than Employer or a subsidiary of Employer) or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity or association acting in concert for the purpose of voting, acquiring, holding, or disposing of voting stock of Employer; or (ii) a merger or a consolidation of Employer with or into another corporation, other than (A) a merger or consolidation with a subsidiary of Employer, or (B) a merger or consolidation in which the holders of voting stock of Employer immediately prior to the merger as a class hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of one or more classes or series of outstanding voting stock of Employer for cash, securities, or other property, other than an exchange in which the holders of voting stock of Employer immediately prior to the exchange as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity with which Employer stock is being exchanged; or (iv) the sale or other disposition of all or substantially all of the assets of Employer, in one transaction or a series of transactions, other than a sale or disposition in which the holders of voting stock of Employer immediately prior to the sale or disposition as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity to which the assets of Employer are being sold.
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(iv) Stock Compensation. The Company agrees to cause the issuance of Two-Hundred Twenty-Five Thousand (225,000) shares of the Company’s restricted common stock and deliver to the Employee in the amount of Six-Thousand Two-Hundred Fifty (6,250) shares at the end of each thirty (30) day period for the thirty-six (36) month term of this Agreement.
(v) Stock Acceleration Bonus. Employer shall compensate Employee for Employee’s participation in; (a) securing either cumulative revenues in any fiscal year of the Company; or (b) an intellectual property related settlement agreement; or (c) intellectual property related license agreement (except for licenses entered into in the ordinary course of the Company’s business); or (d) an asset sale during the period of employment of Seventy-Five (75,000) shares of restricted common stock of the Company to be deducted from the balance of undelivered shares as described in Section 6 (iv) above for every Ten-Million Dollars ($10,000,000) the Company receives as a result of (a), (b), (c), or (d) of this Section 6 (v).
(vi) Employee Stock Purchase. Employee will be allowed to participate in the purchase of Twenty-Five Thousand dollars, ($25,000) of the Company’s restricted common stock in exchange for twenty-five thousand (25,000) shares at a price of $1.00 each, the (“Purchase Price”) and receive 12,500 purchase warrants exercisable at 125% of the Purchase Price for a period of three (3) years.
7. BUSINESS EXPENSES
The Employer also shall reimburse the Employee for all business expenses incurred by Employee in the performance of his duties hereunder including, but not limited to, travel on business, attending technical and business meetings, professional activities, and customer entertainment, such reimbursement to be made in accordance with regular Company policy and within a reasonable period following Employee’s presentation of the details of, and proof of, such expenses.
8. FRINGE BENEFITS
(i) During the term of this Agreement, Employer shall provide to Employee, at its sole expense, hospitalization, major medical, life insurance and other fringe benefits on the same terms and conditions as it shall afford other senior management employees. In addition, Employer will seek to provide key-man term life insurance on Employee in the amount of Two-Million Dollars ($2,000,000) to inure Fifty-Percent (50%) to the benefit of Employer and Fifty-Percent (50%) to the benefit of the Employee’s estate. Nothing herein shall require Employee to obtain or maintain such coverage.
(ii) During the term of this Agreement, Employer shall provide paid vacation, to Employee, which accrues from the date of execution of this Agreement. The annual paid vacation earned for each Contract Year is: (i) three (3) weeks per Contract Year for the first three (3) Contract Years of full-time employment; (ii) four (4) weeks per Contract Year for more than three (3) and up to seven (7) Contract Years of full-time employment; and (iii) five (5) weeks per Contract Year for more than seven (7) Contact Years of full-time employment.
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9. SUBSIDIARIES
For the purposes of this Agreement all references to business products, services and sales of Employer shall include those of Employer’s affiliates.
10. INVENTORIES: SHOP RIGHTS
All systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Employee during Employee’s employment by Employer, whenever or wherever made, developed or conceived, and whether or not during business hours, which constitute an improvement, on those heretofore, now or at any during Employee’s employment, developed, manufactured or used by Employer in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Employer, or any services to be performed by Employer or of any product which shall or could reasonably be manufactured or developed or marketed in the reasonable expansion of Employer’s business, shall be and continue to remain Employer’s exclusive property, without any added compensation or any reimbursement for expenses to Employee, and upon the conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee promises and agrees that Employee will immediately disclose it to Employer and to no one else and thenceforth will treat it as the property and secret of Employer.
Employee will also execute any instruments requested from time to time by Employer to vest in it complete title and ownership to such invention, discovery or improvement and will, at the request of Employer, do such acts and execute such instrument as Employer may require, but at Employer’s expense to obtain Letters of Patent, trademarks or copyrights in the United States and foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto in Employer, all without any reimbursement for expenses (except as provided in Section 5 or otherwise) and without any additional compensation of any kind to Employee.
11. CONFIDENTIAL INFORMATION and TRADE SECRETS
(i) All Confidential Information shall be the sole property of Employer. Employee will not, during the period of his employment and for a period ending two years after termination of his employment for any reason, disclose to any person or entity or use or otherwise exploit for Employee’s own benefit or for the benefit of any other person or entity any Confidential Information which is disclosed to Employee or which becomes known to Employee in the course of his employment with Employer without the prior written consent of an officer of Employer except as may be necessary and appropriate in the ordinary course of performing his duties to Employer during the period of his employment with Employer. For purposes of this Section 11(a), “Confidential Information” shall mean any data or information belonging to Employer, other than Trade Secrets, that is of value to Employer and is not generally known to competitors of Employer or to the public, and is maintained confidential by Employer, including but not limited to non-public information about Employer’s clients, executives, key contractors and other contractors and information with respect to its products, designs, services, strategies, pricing, processes, procedures, research, development, inventions, improvements, purchasing, accounting, engineering and marketing (including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will be deemed to be Confidential Information unless such information is treated by Employer as confidential and shall not include any data or information of Employer that has been voluntarily disclosed to the public by Employer (except where such public disclosure has been made without the authorization of Employer), or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.
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(ii) All Trade Secrets shall be the sole property of Employer. Employee agrees that during his employment with Employer and after its termination, Employee will keep in confidence and trust and will not use or disclose any Trade Secret or anything relating to any Trade Secret, or deliver any Trade Secret, to any person or entity outside Employer without the prior written consent of an officer of Employer. For purposes of this Section 11(b), “Trade Secrets” shall mean any scientific, technical and non-technical data, information, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan or list of actual or potential customers or vendors and suppliers of Employer or any portion or part thereof, whether or not copyrightable or patentable, that is of value to Employer and is not generally known to competitors of Employer or to the public, and whose confidentiality is maintained, including unpatented and un-copyrighted information relating to Employer’s products, information concerning proposed new products or services, market feasibility studies, proposed or existing marketing techniques or plans and customer consumption data, usage or load data, and any other information that constitutes a trade secret, as such term as defined in § 10-1-761 of the Official Code of Georgia Annotated, in each case to the extent that Employer, as the context requires, derives economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can obtain economic value from its disclosure or use.
12. NON-SOLICITATION OF EMPLOYEES
During the term of Employee’s employment and for one year thereafter, Employee will not cause or attempt to cause any employee of Employer to cease working for Employer to retain employment with another employer that is a competitor of Employer’s. However, this obligation shall not affect any responsibility Employee may have as an employee of Employer with respect to the bona fide hiring and firing of Employer’s personnel.
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13.
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NON-SOLICITATION OF CUSTOMERS AND PROSPECTIVE CUSTOMERS
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Employee will not, during the period of his employment and for a period ending two years after the termination of his employment for any reason, directly or indirectly, solicit the business of any customer for the purpose of, or with the intention of, selling or providing to such customer any product or service in competition with any product or service sold or provided by Employer during the 12 months immediately preceding the termination of Employee’s employment with Employer.
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14. NON-COMPETITION
Employee agrees that during his employment with Employer, Employee will not engage in any employment, business, or activity that is in any way competitive with the business or proposed business of Employer, and Employee will not assist any other person or organization in competing with Employer or in preparing to engage in competition with the business or proposed business of Employer. The provisions of this paragraph shall apply both during normal working hours and at all other times including, without limitation, nights, weekends and vacation time, while Employee is employed with Employer.
15. TERMINATION
Employee’s employment with Employer may be terminated as follows:
(a) Termination Without Just Cause.
(i) Employer, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below), at any time, by giving written notice to Employee of such intent at least 30 days in advance of the effective date of termination; provided, during all that 30 day notice period, Employer, in its sole discretion, may modify, reduce or eliminate Employee’s duties hereunder.
(ii) If Employer terminates Employee’s employment hereunder without Just Cause Employer shall continue to pay to Employee his then-current base salary, plus accrued but unpaid vacation time, accrued but unpaid benefits and reimbursement of all unpaid business expenses (in each case, as of the date of termination) (collectively the “Continued Benefits”) for a period of the greater of (a) six months; or (b) the remainder of the Initial Term or Subsequent Term, whichever the case may be (the “Continuation Period”). Employee shall be entitled to continued participation in all medical and disability plans, to the extent such plans are provided by Employer, at the same benefit level at which he was participating on the date of termination of the Employee’s employment until the expiration of the Continuation Period.
(b) Termination With Just Cause.
(i) Employer may immediately terminate Employee’s employment hereunder for Just Cause (as defined below) at any time upon delivery of written notice to Employee.
(ii) For purposes of this Agreement, the phrase “Just Cause” means: (A) Employee’s material fraud, gross malfeasance, gross negligence, or willful misconduct done in bad faith, with respect to Employer’s business affairs; (B) Employee’s refusal or repeated failure to follow Employer’s established reasonable and lawful policies of Employer; (C) Employee’s material breach of this Agreement; or (D) Employee’s conviction of a felony or crime involving moral turpitude. A termination of Employee for Just Cause based on clause (A), (B) or (C) of the preceding sentence will take effect 30 days after Employee receives from Employer written notice of its intent to terminate Employee’s employment and Employer’s description of the alleged cause, unless Employee, in the good-faith opinion of Employer, during such 30-day period, remedies the events or circumstances constituting Just Cause.
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(iii) If Employee’s employment hereunder is terminated by Employer for Just Cause, Employer will be required to pay to Employee only that portion of his Base Salary, accrued vacation, and to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan, all as earned through the date of termination.
(c) For Good Reason.
(i) Employee may terminate employment hereunder For Good Reason (as defined below), at any time, by giving written notice to Employer of such intent at least 30 days in advance of the effective date of termination.
(ii) For purposes of this Agreement, the phrase “For Good Reason” means (A) any reduction in duties, responsibility, position or compensation; (B) relocation of the Employee from the Atlanta, Georgia area or the Dallas, Texas area; (C) Employer’s material breach of this Agreement; or (D) Employer’s refusal or failure to establish and follow lawful policies and practices.
(iii) If Employee terminates employment hereunder For Good Reason, Employer shall continue to pay to Employee the Continued Benefits for the Continuation Period. Employee shall be entitled to continued participation in all medical and disability plans, to the extent such plans are provided by Employer, at the same benefit level at which he was participating on the date of termination of the Employee’s employment until the expiration of the Continuation Period.
(d) Disability and Death.
Employee’s employment hereunder will be terminated immediately upon his disability (as determined for purposes of Employer’s long-term disability plan) or his death. If Employee’s employment is terminated due to such disability or death, Employer will be required to pay to Employee or Employee’s estate, as the case may be, in addition to the amounts payable under Employer’s short-term and long-term disability plans or life insurance plans (as applicable), only his base salary and accrued vacation, earned through the date of termination, and to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan. Employee or Employee’s estate, as the case may be, will not by operation of this provision forfeit any rights in which Employee is vested at the time of Employee’s disability or death.
16. INJUNCTION
(i) Should Employee at any time reveal, or threaten to reveal, any such secret knowledge or information, or during any restricted period engage, or threaten to engage, in any business in competition with that of Employer, or perform, or threaten to perform, any services for anyone engaged in such competitive business, or in any way violate, or threaten to violate, any of the provisions of this Agreement, Employer shall be entitled to an injunction restraining Employee from doing, or continuing to do, or performing any such acts; and Employee hereby consents to the issuance of such an injunction.
(ii) In the event that a proceeding is brought in equity to enforce the provisions of this Paragraph, Employee shall not argue as a defense that there is an adequate remedy at law, nor shall Employer be prevented from seeking any other remedies which may be available.
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(iii) The existence of any claim or cause of action by Employer against Employee, or by Employee against Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the foregoing restrictive covenants but shall be litigated separately.
17. ARBITRATION
(i) In the event that there shall be a dispute (a “Dispute”) among the parties arising out of or relating to this Agreement, or the breach thereof, the parties agree that such dispute shall be resolved by final and binding arbitration before a single arbitrator in Atlanta, Georgia, administered by the American Arbitration Association (the “AAA”), in accordance with AAA’s Employment ADR Rules. The arbitrator’s decision shall be final and binding upon the parties, and may be entered and enforced in any court of competent jurisdiction by either of the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance.
(ii) The Company will pay the direct costs and expenses of the arbitration, including arbitration and arbitrator fees. Except as otherwise provided by statute, Executive and the Company are responsible for their respective attorneys’ fees incurred in connection with enforcing this Agreement. Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party.
18. MISCELLANEOUS
If any provision of this Agreement shall be declared, by a court of competent jurisdiction, to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any covenant or provision so expressed herein.
The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. The provisions of this Agreement may not be amended, supplemented, waived, or changed orally, but only in writing and signed by the party as to whom enforcement of any such amendment, supplement, waiver, or modification is sought and making specific reference to this Agreement.
The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Employer, its successors and assigns, and upon the Employee and his legal representatives, heirs and legatees. This Agreement constitutes a personal service agreement, and the performance of the Employee’s obligations hereunder may not be transferred or assigned by the Employee.
The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement, on the part of either party, shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.
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This Agreement shall be construed and governed by the laws of the State of Georgia.
IN WITNESS WHEREOF, this employment agreement is dated as of the 8 day of June 2010.
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On Behalf of Employer:
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By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx,
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Chairwoman of the Board of Directors
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By: /s/ Xxxx X. Arena
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Xxxx X. Arena, Employee
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