Exhibit 10(a)
FARMSTEAD TELEPHONE GROUP, INC.
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XXXX-XXXX XXXXXXXXXXX
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EMPLOYMENT AGREEMENT
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This Agreement is made as of the 1st day of October 2004 between Farmstead
Telephone Group, Inc., a Delaware corporation (the "Company"), and Xxxx-
Xxxx Xxxxxxxxxxx (the "Executive").
RECITALS
The Company is engaged in the sale of new and refurbished business
communications products (the "Business").
The Company desires to employ the Executive and to ensure the continued
availability to the Company of the Executive's services, and the Executive
is willing to accept such employment and render such services, all upon and
subject to the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual and dependent promises
hereinafter set forth, the parties intending to be legally bound do hereby
agree as follows:
ARTICLE I
Employment
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Section 1.1 Employment. The Company agrees to employ Executive
during the Employment Period (as referred to in Section 2.1 (a) below) as
the President and Chief Executive Officer of the Company. Executive shall
begin his employment with the Company (the "Commencement Date) on October
1, 2004.
Section 1.2 The Executive shall serve as President and Chief
Executive Officer of the Company, or in such other equal or superior
capacity as may be designated by the Company's Board of Directors (the
"Board"). The Executive also shall be elected to the Board in accordance
with the Company's By-Laws, provided that the Executive's continued service
as a director of the Company is subject to his continued election to the
Board by the Shareholders of the Company. As President and Chief Executive
Officer, Executive shall be employed in an executive capacity and Executive
shall report only to the Board. Executive shall perform such duties and
services consistent with such a position as may be assigned to him from
time to time by the Board. Executive agrees, subject to his election as
such, to serve as a member of any committees of the Board. During the
Employment Period, Executive shall devote substantially all of his working
time, attention and skill during the normal business week to the business
and affairs of the Company and shall perform faithfully and diligently his
duties as President and Chief Executive Officer. Notwithstanding the above,
during the Term, Executive may serve on the boards of directors of other
corporations so long as the business of such corporations is not
competitive with the business of the Company.
Section 1.3 Compensation.
(a) Base Salary. The Company shall pay to Executive during each
calendar year during the Employment Period (as referred to in Section
2.1(a) below) an annual base salary (the "Base Salary"). The initial rate
of Base Salary effective as of October 1, 2004 is $300,000 and Executive
shall continue to be paid at that annual rate unless and until such rate is
increased by
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the Board in its discretion, provided that the Board shall not be entitled
to decrease Executive's Base Salary except in the case of a "Permissible
Base Salary Reduction" that is implemented on or after July 1, 2005. For
purposes of this Agreement a "Permissible Base Salary Reduction" shall
occur when the Board in its discretion reduces Executive's Base Salary in
response to unsatisfactory Company performance; provided that the reduction
is accompanied by (i) a reduction of at least equal proportion to the
annual base salary of the Chairman of the Board (if that position is held
by an individual other than the Executive) and (ii) the authorization of
the Board for the Executive to implement reductions to the annual base
salaries of other senior executives of the Company.
(b) Annual Bonus. For each calendar year during the Term of this
Agreement commencing 2005, Executive shall be eligible for an annual bonus
of up to one hundred percent of Executive's Base Salary for that year,
which shall be determined and paid in accordance with subsections (i) (ii)
and (iii) below.
(i) At the outset of each subject year, Executive shall
present for approval by the Board of Directors an annual
pro-forma operating plan that includes the target
earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the Company for that subject
year.
(ii) A bonus for the subject year shall be paid to Executive
in the event the Company attains at least eighty five
percent (85%) of the target EBIDTA that is approved by
the Board of Directors for that year. The bonus shall be
equal to a prorated amount of from eighty five percent
(85%) to one hundred percent (100%) of Executive's Base
Salary for the subject year, and that percentage shall be
determined by and correspond to the percentage of the
target EBIDTA that is attained by the Company.
(iii) If earned, the Company shall pay Executive the annual
bonus for the subject year within fifteen days (15) days
following the closing by the Company of its books for
that year.
(c) Special Bonus. Executive shall be paid a one time special bonus
of $37,500.00. The Company shall pay the special bonus to Executive in two
installments as follows: $25,000.00 prior to the commencement of
Executive's employment with the Company and $12,500.00 on the first Company
payroll date in January of 2005.
(d) Acquisition Incentive Bonus. The Company and Executive
acknowledge that a key component of Executive's services and duties will be
the successful conclusion of strategic acquisitions as and when
contemplated by each annual operating plan that is approved by the Board of
Directors (each an "Acquisition"). The Company and Executive further
acknowledge that the costs of each Acquisition would be significantly
reduced if the Executive (supported by other internal Company resources)
can generate suitable Acquisition prospects, evaluate those prospects and
negotiate the business terms of the Acquisition; thus eliminating the need
for the Company to engage and compensate brokers, investment bankers or
other third parties, as the case may be, to perform those functions. As an
incentive for Executive to reduce the Company's Acquisition costs in this
manner, the Company shall pay Executive a bonus equal to one percent (1%)
of the "Purchase Price" (as defined below) for each Acquisition that is
concluded during the Term of this Agreement without any obligation by the
Company to pay any fees, commissions, or any other cash or equity-based
compensation to any third party(ies) for or in connection with (i) the
identification of the entity that is the subject of the Acquisition; (ii)
the valuation of the
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Acquisition or (iii) the negotiation of the purchase price and other key
business terms of the Acquisition with the selling party or its
representatives. The term "Purchase Price" as used in this section shall
mean the cash (including the principal amount of any deferred payments)
and/or value of securities paid by the Company for the Acquisition, and
shall also include all other manner of consideration, such as but not
limited to, the assumption by the Company of any liabilities. The Company
shall pay Executive each Acquisition Incentive Bonus that is earned in
accordance with this section within fifteen (15) days following the closing
of the Acquisition to which that bonus applies.
Section 1.4 Equity Compensation.
(a) Stock Options. Executive has been granted, effective as of the
date hereof, an Incentive Stock Option under the 2002 Stock Option Plan
(the "Plan") for 600,000 shares at the fair market value as provided in the
Stock Option agreement being executed simultaneously herewith (the "Option
Agreement"). On the first anniversary of the grant, 300,000 options shall
be vested, and the balance of the grant shall be vested at the end of two
years from the date of the grant. Vesting may be accelerated upon the
occurrence of certain events as provided in the Option Agreement.
(b) Warrant. Executive simultaneously with the execution of this
Agreement has been issued a Warrant entitling Executive to purchase 400,000
shares at the fair market value of the Stock. The Executive's rights under
the Warrant are fully vested and non-forfeitable. The Warrant is
exercisable, in whole or in part, at any time and from time to time on or
before the Expiration Date set forth in the Warrant. The Warrant shall be
freely transferable in accordance with Article 4 of the Warrant. The
Warrant is not subject to the Plan. Executive acknowledges that neither the
Warrant or the underlying Shares will be registered under the federal
Securities Act of 1933 and any applicable state securities laws as of the
date of this Employment Agreement.
(c) General. Executive is an experienced businessperson very
familiar with the business in which the Company is engaged. Executive has
been provided with all information regarding the business and financial
circumstances of the Company which he has requested. Further, the Executive
has been advised by his independent professional advisors in connection
with this Agreement.
Section 1.5 Benefits.
(a) Standard Benefits. The Executive shall be entitled during the
Term of this Agreement to participate in any Company benefits for executive
officers, including but not limited to four (4) weeks paid annual vacation
(which shall be administered in accordance with the Company's standard
vacation policy), health insurance and other benefits generally provided to
such executive officers.
(b) Other Benefits. In addition, Executive also shall be entitled
to the following other benefits during the Term of this Agreement:
(i) The Company shall make available to Executive for
business use a car of Executive's choice and the Company
shall be responsible for maintenance and insurance for
the vehicle.
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(ii) Beginning January 1, 2005, Executive shall be entitled to
be reimbursed (up to $10,000 in the aggregate) for the
initiation fees for membership in a country club and
health club of Executive's choice, and ongoing dues and
costs associated with the use of such clubs for business
purposes, provided that Executive relocates and purchases
a primary residence within sixty (60) highway miles of
the Company's corporate offices in East Hartford, CT.
(iii) Intentionally Left Blank.
(iv) The Company shall maintain long-term disability insurance
covering Executive which shall provide to Executive a
benefit equal to sixty (60%) percent of total annual cash
compensation, defined as the Base Salary then in effect
plus the average amount of the annual bonuses paid to
Executive under Section 1.3 (b) for the three most recent
calendar years, including the Assumed Bonus as defined
below for the calendar year in which Executive becomes
disabled. The "Assumed Bonus" shall mean the bonus that
Executive would have received under Section 1.3 (b)
assuming that the average monthly EBITDA run rate for the
Company during that calendar year through end of the
month immediately prior to the month in which the long
term disability insurance benefits take effect was to
remain constant for the balance of that calendar year. It
is understood and agreed that the computation of the
bonus component of annual cash compensation shall involve
the maximum available number of calendar years if the
duration of Executive's employment is less than three
calendar years including the calendar year in which the
long term disability insurance benefits take effect.
(v) The Company shall during the Term of this Agreement and
for two years after the end of the Term, continue to
maintain, to the extent reasonably available in the
judgment of the Board, directors and officers liability
insurance to cover any acts or omissions by Executive as
an officer or director during the Term of this Agreement.
(vi) The Company shall provide Executive with a mutually
agreed upon secondary residence within the Greater
Hartford Area that shall be leased by the Company for use
by Executive and his family for a period of one year (the
"Rental Period"). During the Rental Period, the Company
shall pay the rent for such secondary residence, which
shall not exceed $5000.00 per month, and Executive shall
be responsible for the payment of all telephone, utility
and other charges that are not included in the rent.
Pending the provision of the secondary residence,
Executive shall be entitled to be reimbursed for the
reasonable costs incurred by Executive for temporary
living expenses within the Greater Hartford Area. The
Company's obligations under this Section 1.5 (b) (vi)
shall cease in the event Executive purchases a primary
place of residence within sixty (60) highway miles of the
Company's corporate offices in East Hartford, CT.
(c) Upon submission of appropriate invoices and vouchers, the
Company shall pay or reimburse Executive for all reasonable expenses that
he incurs in the performance of his duties
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during the Term of this Agreement in furthering the business and, in
keeping with the policies, of the Company.
ARTICLE II
Term and Termination
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Section 2.1 Employment Period. Subject to the terms of Section 2.2
below, the Company agrees to employ the Executive from the Commencement
Date until December 31, 2009 (the "Term").
Section 2.2 Expiration or Termination of Employment. Employment
under this Agreement will be terminated upon the earlier to occur of:
(a) expiration of the Term;
(b) upon Executive's death;
(c) upon Executive's permanent disability; or
(d) upon the date the Employment Period is terminated by the
Company or Executive as provided in Sections 2.3 or 2.4.
Section 2.3 Termination by the Company. The Term of this Agreement
shall end if the Company determines to terminate Executive either "for
cause" or "without cause" at any time during the Term of this Agreement.
Except in the case of termination "for cause," termination by the Company
will not be effective until thirty (30) days after the Company has given
written notice to the Executive of such termination.
Section 2.4 Termination by Executive. The Term of this Agreement
shall end if, at any time during the Term, the Executive determines to
terminate his employment either "voluntarily" or "with good reason." The
Executive may terminate his employment voluntarily upon ninety (90) days
written notice to the Company, provided that the Company may require
Executive to vacate the Company's premises prior to the expiration of such
ninety (90) day period so long as the Company continues to provide the
applicable then-current compensation and benefits to Executive for the
duration of such ninety (90) day period. The Executive may terminate his
employment upon written notice to the Company, effective immediately, upon
the occurrence of "good reason" as defined below, provided that such notice
must be given by Executive within thirty (30) days after the event
constituting good reason.
Section 2.5 Defined Terms. The following terms shall have the
meanings prescribed:
(a) "For cause" shall mean (i) a conviction of Executive for the
willful commission of a felony or the willful perpetration by Executive of
a material dishonest act against the Company, or (ii) the willful failure
of Executive to act in accordance with any reasonable instruction of the
Board relating to the performance of Executive's employment duties in
accordance with this Agreement, if such failure is not corrected within
seven business days after Executive's receipt of written notice of the
Board (acting by a majority) of such failure; provided however, that the
that the provisions of this Section 2.5 (a) (ii) shall not constitute "for
cause" if an event constituting "good reason" (as defined below) has
occurred within 60 days prior to such notice.
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(b) "Good reason" shall mean a reduction in Base Salary other than
a Permissible Base Salary Reduction, a material adverse change in the
method of determining Executive's bonus, a material reduction in
Executive's responsibilities or benefits, any other material breach of this
Agreement by the Company, a relocation of the Company's corporate offices
in excess of fifty (50) highway miles from the current location of such
offices, or the failure to reelect Executive as President and Chief
Executive Officer or the other removal of Executive from that position
(other than for cause by the Company or voluntarily by Executive).
Section 2.6 Severance Pay.
(a) If the Company terminates this Agreement without cause as
referred to in Section 2.3, the Executive shall be entitled to severance
equal to three times the Executive Compensation Amount (as defined below).
For purposes of this Agreement, the "Executive Compensation Amount" at any
time shall mean the total of the Executive's then current Base Salary plus
the average amount of the annual bonuses paid to Executive under Section
1.3 (b) for the three most recent calendar years, including the Assumed
Bonus, as defined below, for the calendar year in which the termination
without cause becomes effective. In the event the termination without cause
is effective on or before December 31, 2005, such severance shall be paid
in equal weekly installments over the twelve (12) months following the
effective date of the termination. In the event the termination without
cause is effective any time from January 1 though December 31, 2006, such
severance shall be paid as follows: one half (1/2) within fifteen (15) days
following the effective date of termination and the balance in equal weekly
installments over the twelve (12) months following the effective date of
the termination. In the event the termination without cause is effective on
or after January 1, 2007, such severance shall be paid in full within
fifteen (15) days following the effective date of termination. The
Executive also shall be entitled to receive all standard health benefits
referred to in section 1.5 (a) and 1.5 (b) (iv) until the earlier of (x)
the date Executive commences receiving benefits from another employer or
(y) twenty four (24) months from the effective date of termination. The
"Assumed Bonus" shall mean the bonus that Executive would have received
under Section 1.3 (b) assuming that the average monthly EBITDA run rate for
the Company during that calendar year through end of the month immediately
prior to the month in which the termination without cause becomes effective
was to remain constant for the balance of that calendar year. It is
understood and agreed that the computation of the bonus component of the
Executive Compensation Amount shall involve the maximum available number of
calendar years if the duration of Executive's employment is less than three
calendar years including the calendar year in which the termination without
cause becomes effective.
(b) If the Executive terminates this Agreement with good reason as
referred to in Sections 2.4 and 2.5 (b), the Executive shall be entitled to
severance pay equal to three times the Executive Compensation Amount to be
paid as provided in Section 2.6 (a). Executive shall also be entitled to
continue to receive all benefits as referred to in Section 2.6 (a) during
the period referred to in Section 2.6 (a).
(c) Executive shall not be entitled to severance pay or other
compensation from the Company if the Term of the Agreement expires as
provided in Section 2.2 (a), is terminated for cause by the Company as
referred to in Sections 2.3 and 2.5 (a), or if the Executive leaves the
Company voluntarily as provided in Section 2.4.
Section 2.7 Obligations Upon Death. If the Executive dies during the
Term of this Agreement, the Company's obligations under this Agreement
shall terminate immediately and the
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Executive's estate shall be entitled to all arrearage of salary and
expenses but shall not be entitled to further compensation. In addition,
Executive's estate shall be entitled to receive such benefits under the
terms of any plans and programs of the Company applicable to Executive.
Section 2.8 Termination Upon Permanent Disability. If the Executive
is permanently disabled, as determined by the insurance carrier
underwriting the benefit in Section 1.5 (b) (iv), the Executive's
employment with the Company shall terminate, and the Executive shall be
entitled to benefits under the insurance maintained by the Company as
provided in that section and under any other Company plan or program.
Section 2.9 Intentionally Left Blank
Section 2.10 Survival of Provisions. Notwithstanding anything else
in this Agreement, the provisions of Articles III, IV and V shall survive
the termination of Executive's employment with the Company.
ARTICLE III
Covenants, Representations and Warranties
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Section 3.1 Covenant Not to Disclose. The Executive agrees that, in
performance of his normal duties with the Company and by virtue of the
relationship of trust and confidence between the Executive and the Company,
he possesses and will possess certain knowledge of operations and other
confidential information of the Company which are of a special and unique
nature and value to the Company. The Executive covenants and agrees that he
will not, at any time, whether during the Term of this Agreement, or for
twenty four (24) months after the expiration or termination of this
Agreement, otherwise, reveal divulge or make known to any person or entity
(other than the Company) or use for his own account, any Company
confidential record, data, plan, trade secret, policy, strategy, method or
practice of obtaining or doing business, computer program, know-how or
knowledge relating to customers, sales, suppliers, market developments,
equipment, processes, products or any other confidential information
whatever (the "Confidential Information"), whether or not obtained with the
knowledge and permission of the Company and whether or not developed,
devised or otherwise created in whole or part through the efforts of the
Executive. The Executive further covenants and agrees that he shall retain
all Confidential Information which he acquires or develops in trust for the
sole benefit of the Company and its successors and assigns. Confidential
Information shall not include any information which has entered the public
domain other than by reason of a disclosure by the Executive or which is
made available by a third party to Executive right to disclose. The
Executive agrees to deliver to the Company at the termination of his
employment or at any other time the Company may request, all Company
property, including, but not limited to, Confidential Information which he
may then possess or have under control.
Section 3.2 Inventions and Patents. The Executive agrees that all
inventions, innovations or improvements in the Company's methods of
conducting its business (including new contributions, improvements, ideas
and discoveries, whether patentable or not) conceived or made by him during
the Employment Period belong to the Company. The Executive agrees to
promptly disclose such inventions, innovations or improvements to the
Company and take all actions reasonably requested by the Company to
establish and confirm such ownership.
ARTICLE IV
Covenant Not To Compete
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Section 4.1 Restrictive Covenant. The Executive covenants and agrees
with the Company so long as he is employed by the Company, and for twenty
four (24) months following the effective date of termination of Executive's
employment with the Company for which he receives a severance benefit
pursuant to Sections 2.6 (a) or (b), Executive shall not, anywhere in the
Restricted Area, either directly or indirectly, compete with, own, have an
interest in, manage, engage in or be employed by, connected with or work
for, any person, corporation, partnership or other entity that competes
with the Business of the Company or its successors or assigns, or which is
owned by, affiliated with, or the owner of any such competitor of the
Company, without the written consent of the Company.
Section 4.2 Definitions. The following terms shall have the meanings
prescribed:
(a) "Business" shall refer to the Business described in the
Recitals to this Agreement. The Business shall include any of the foregoing
activities as conducted by the Company (i) as of the date of execution of
this Agreement, (ii) during the Term of this Agreement, (iii) as of the
termination or expiration date, or (iv) as reasonably proposed by the
Company as of the termination or expiration date.
(b) "Compete" shall mean engaging, participating, or being involved
in any respect or in any capacity in the business of furnishing any aid,
assistance or service of any kind to any person or entity in connection
with the trading, leasing, buying, selling, exchanging, lending to,
borrowing from, marketing, merchandising, importing, exporting,
distributing or producing of any product or service similar in either
design or function, or both, to any product or service of the Business.
(c) "Restricted Area" shall mean any geographic area in which the
Company is doing Business at any time during this Agreement.
Section 4.3 Non-Compete Election. In the event that the Executive
leaves the employment of the Company in circumstances that would not
otherwise require the Company to make a severance payment, the Company may,
at its election, decide to make a severance payment to Executive for up to
six (6) months and the non-compete provisions of this Article IV shall
apply during such designated period. Such severance pay shall be equal to
1/12 of the Executive Compensation Amount multiplied by the number of
months designated by the Company (up to six months) as the severance
period. Such severance shall be paid in a lump sum within fifteen (15) days
after the effective date of termination and Executive also shall be
entitled to continue to receive all benefits as provided in Section 1.5 (a)
until the earlier of (x) the date Executive commences receiving benefits
from another employer, or (y) the completion of such designated severance
period.
Section 4.4 "Blue-Pencil" Rule. The Executive and the Company desire
that the provisions of Article IV be enforced to the fullest extent
permissible under the laws and public policies in each jurisdiction in
which enforcement is sought. If a court of competent jurisdiction, however,
determines that any restrictions imposed on the Executive in this Article
IV are unreasonable or unenforceable because of the duration, area of
restriction, or otherwise, the Executive and the Company agree and intend
that the court shall enforce this Article IV to whatever extent the court
deems reasonable. The parties intend that the court shall have the right to
strike or change any provision of Article IV and substitute therefor
different provisions to effect the intent of this Section 4.4.
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Section 4.5 Legitimate Purpose. The Executive has read carefully all
of the terms and conditions of this Article IV and agrees that the
restraints set forth herein: (a) are reasonable and necessary to support
the legitimate business interests and goodwill of the Company, and (b) will
not preclude the Executive from earning a livelihood during the life of
this Article IV.
ARTICLE V
Change in Control
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Section 5.1 Change in Control Definition. A "change in control" of
the Company shall be deemed to have occurred if (a) any "person" (as such
term is used in Sections 13 (d) and 14 (d) of the Securities Exchange Act
of 1934 (the "Exchange Act") as amended is or becomes the "beneficial
owner" (as defined in Section 13d-3 under the Exchange Act), directly or
indirectly, of securities representing more than thirty (30%) percent of
the combined voting power of the Company's then outstanding securities, or
if (b) over any twelve (12) month period ("Period") during the Term of this
Agreement, individuals who at the beginning of such Period constitute the
Board of the Company do not constitute at least fifty (50%) percent of the
number of Directors elected during such twelve (12) month Period, or if (c)
the Board adopts a resolution, in its sole discretion, to the effect that a
material change of control has occurred for the purposes of this Agreement,
or if (d) there is a sale by the Company of substantially all of the assets
of the Company to any person (as such term is used in Sections 13 (d) and
14 (d) of the Exchange Act) that is not otherwise owned or controlled
directly or indirectly by the Company. For purposes of clause (b) above, a
person who was not a Director at the beginning of such Period but who has
(i) filled the place of a Director who has died or has retired in the
ordinary course in accordance with any Company policies then in effect, and
(ii) has been approved in advance by Directors who constitute at least two
thirds (2/3rds) of the Directors who were, or are deemed to be, Directors
at the beginning of the Period shall for the purposes of this provision be
deemed to be a Director since the beginning of the Period. Upon the
occurrence of a change of control described above, the Executive shall have
the right to elect to terminate his employment under this Agreement by
resignation at any time during the thirty (30) day period immediately
following the expiration of six (6) calendar months from the event giving
rise to said change in control, and such resignation shall be effective
fourteen (14) days after delivery of such resignation in written form to
the Company. Nothing herein shall prevent Executive from terminating his
employment for good reason, pursuant to section 2.4, at any time.
Section 5.2 Impact of Change in Control. Upon resignation by
Executive after a change in control as provided in Section 5.1 above, the
Company shall pay the termination benefit described in Section 2.6 (a) and
all then unvested stock options shall immediately become vested.
Section 5.3 Change in Control Payments. Severance payments, any
other payments, and amounts resulting from acceleration of unvested stock
options related to a change of control shall be payable in full, except to
the extent that if such payments and resultant additional parachute tax
penalties result in a reduction of the net amount received by the
Executive, payment above the limits of Section 280 G of the Internal
Revenue Code of 1986 will not be made.
ARTICLE VI
Miscellaneous
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Section 6.1 Notices. All notices required by this Agreement shall be
in writing and shall be sufficiently given if hand delivered, delivered by
overnight delivery service, or mailed by registered or certified mail.
Return receipt requested, to the following addresses:
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If to the Company: Farmstead Telephone Group, Inc.
00 Xxxxxxxx Xxxx Xxxxxx
Xxxx Xxxxxxxx, XX 00000
If to Executive: At the most recent address available to the
Company's employment records.
Any party may change its address by written notice to the other party. All
notices shall be deemed to be given as of the date so delivered or mailed.
Section 6.2 Waiver. The waiver by any party of any breach or default
of any provision of this Agreement shall not operate as a waiver of any
subsequent breach.
Section 6.3 Insurance. The Company may, at its election and for its
benefit, insure the Executive against accidental loss or death, and the
Executive shall submit to a physical examination and supply such
information as may be required in connection therewith.
Section 6.4 Complete Agreement. This Agreement embodies the complete
agreement and understanding between the parties and supersedes and preempts
any prior understandings, agreements or representations by or between the
parties, whether written or oral, which relate to the subject matter hereof
in any way.
Section 6.5 Construction and Interpretation. Whenever possible, each
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity
illegality or unenforceability will not affect any other provision or any
other jurisdiction, but this Agreement will be reformed and reconstructed
and enforced to the maximum extent possible, in such jurisdiction as if
such invalid, illegal or unenforceable provision never had been contained
herein.
Section 6.6 Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original an all of which
taken together constitute one and the same agreement.
Section 6.7 Amendments. Any provisions of this Agreement may be
amended only with the prior written consent of the Company and the
Executive.
Section 6.8 Governing Law. This Agreement shall be interpreted under
the laws of the State of Connecticut.
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Section 6.9 Assignment. This Agreement may not be assigned by any
party hereto, provided that the Company may assign this Agreement in
connection with a merger or consolidation or the sale of substantially all
of its assets, to the surviving corporation or purchaser as the case may
be, so long as such assignee assumes the Company's obligations hereunder.
FARMSTEAD TELEPHONE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxx, Xx. October 1, 2004
Chairman
XXXX-XXXX XXXXXXXXXXX
By: /s/ Xxxx-Xxxx Xxxxxxxxxxx
------------------------- October 1,
2004
Address: 000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
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