THE TIREX CORPORATION
EXECUTIVE AGREEMENT
THIS EXECUTIVE AGREEMENT (the "Agreement") is made and entered into as
of this 26th day of February 1999 by and among:
The Tirex Corporation
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
(the "Corporation")
Xxxxxxx Xxx
000 Xxxxxx Xxxxxxxx
Xx. Xxxxx XX
X0X 0X0
(the "Executive")
WHEREAS, The Tirex Corporation (the "Corporation"), is a publicly-held
Delaware corporation, the common stock of which is traded in the
over-the-counter market in the United States and quoted on the electronic
bulletin board of the National Association of Securities Dealers (the "OTC
Bulletin Board").
WHEREAS, The Corporation desires to employ the Executive as a Vice
President of the Corporation and the Executive is willing to accept such
employment by the Corporation, on the terms and subject to the conditions set
forth in this Agreement.
WHEREAS, The Corporation is in very early stages of development, with
very limited assets, income, operations, and financial resources on hand to
finance the development of their technology and the commencement of their
commercial operations. Their future financial prospects and positions are
therefore highly contingent and, as at the date hereof, impossible to predict.
Based upon the foregoing, the Corporation's Board of Directors believe that
unregistered shares of the Corporation's common stock, which cannot be sold into
the public market for an extended period of time, may reasonably be deemed to
have a value which reflects the Corporation's poor financial position and
uncertain future, and can reasonably be expected to be saleable by the
Corporation, in arm's length transactions, for approximately fifty percent (50%)
of the current market value of the publicly traded stock of the Corporation, or
for substantially less.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. DEFINITIONS
For the purposes of this Agreement the following terms shall have the
following meanings:
1.0 THE "CORPORATION" shall mean the Corporation and all other
corporations, partnerships, or other entities, now or in the future controlled
by the Corporation, jointly and severally.
1.1 "CHANGE IN CONTROL" shall mean (i) the time that the Corporation
first determines that any person and all other persons who constitute a group
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934
("Exchange Act") have acquired direct or indirect beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or
more of the Corporation's outstanding securities, unless a majority of the
"Continuing Directors", as that term is defined in Paragraph 1.3, approves the
acquisition not later than ten (10) business days after the Corporation makes
that determination, or (ii) the first day on which a majority of the members of
the Corporation's Board of Directors are not "Continuing Directors."
1.2 "CONTINUING DIRECTORS" shall mean, as of any date of determination,
any member of the Board of Directors of the Corporation who (i) was a member of
that Board of Directors on January 19, 1995, (ii) has been a member of that
Board of Directors for the two years immediately preceding such date of
determination, or (iii) was nominated for election or elected to the Board of
Directors with the affirmative vote of the greater of (x) a majority of the
Continuing Directors who were members of the Board at the time of such
nomination or election or (y) at least four Continuing Directors.
1.3 "EFFECTIVE DATE" shall mean January 4, 1999.
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.4 "TERMINATION FOR CAUSE" shall mean termination by the Corporation of
the Executive's employment by reason of the Executive's willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, the
Corporation or by reason of the Executive's willful material breach of this
Agreement which has resulted in material injury to the Corporation.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Cause without (i) Written notice to the Executive setting forth
the reasons for the Corporation's intention to terminate for Cause, (ii) an
opportunity on not less than 20 days written notice from the Corporation to the
Executive for the Executive, together with his counsel, to be heard before the
full Board of Directors of the Corporation, and (iii) delivery to the Executive
of a Notice of Termination as defined in Paragraph 6.9 hereof from the Board of
Directors finding that, following such hearing before the Board, in the good
faith opinion of such Board, the Executive was guilty of conduct set forth above
and specifying the particulars thereof in detail.
1.5 "TERMINATION FOR 'GOOD REASON'" shall mean termination by the
Executive of the Executive's employment by the Corporation because of: (i) a
"Change in Control", as defined in Paragraph 1.1, above, (ii) a failure by the
Corporation to comply with any material provision of this Agreement which has
not been cured within ten (10) days after notice of such noncompliance has been
given by the Executive to the Corporation, (iii) the determination by the
Executive that because of changes in the composition or policies of the Board of
Directors of the Corporation, or of other events or occurrences of material
effect, that the Executive can no longer properly and effectively discharge his
responsibilities as a Vice President of the Corporation after giving the
Corporation not less than thirty (30) days prior written notice of the effective
date of such termination, or (iv) any purported termination of the Executive's
employment which is not effected pursuant to a Notice of Termination satisfying
the requirements of Paragraph 6.9 hereof (and for purposes of this agreement no
such purported termination shall be effective).
1.6 "TERMINATION OTHER THAN FOR CAUSE" shall mean termination by the
Corporation of the Executive's employment by the Corporation (other than in a
Termination for Cause).
1.7 "TERMINATION UPON A CHANGE IN CONTROL" shall mean a termination by
the Corporation of the Executive's employment with the Corporation within 120
days following a "Change in Control", as that term is defined in Paragraph 1.1.
1.8 "VOLUNTARY TERMINATION" shall mean termination by the Executive of
the Executive's employment by the Corporation other than (i) Termination Upon a
Change in Control or (ii) Termination for Good Reason, and (iv) termination by
reason of the Executive's death or disability as described in Paragraphs 6.4 and
6.5.
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2. EMPLOYMENT
During the term of this Agreement, the Executive agrees to be employed
by the Corporation and to serve as Secretary, Treasurer and Chief Financial and
Accounting Officer of the Corporation or in such other positions as the
Corporation shall require, and the Corporation agrees to employ and retain the
Executive in such capacities.
3. DUTIES AND RESPONSIBILITIES
3.1 TIME AND REPORTING OBLIGATIONS. The Executive shall devote his full
time, energy, and skills to the affairs of the Corporation, reporting solely and
exclusively to Xxxxxxx X. Xxxxx, the President and Chief Executive Officer
thereof, or such other person as Xx. Xxxxx shall designate.
3.2 DUTIES. The Executive's duties and responsibilities shall include,
but may not be limited to the normal duties and responsibilities of the office
or offices set forth in Section 2, above.
3.3 OTHER ACTIVITIES. The Executive hereby acknowledges that the
Corporation reserves the right to review with the Executive his present
directorships and any other positions held by him in business organizations, and
the Executive agrees to terminate his participation in such positions if the
Corporation shall determine, in a particular case, that there is a potential
material conflict with the Corporation's best interests. Any future proposed
directorships and/or positions in or with other business organizations shall be
subject to review by the board of directors of the Corporation, providing
however, that such board shall not prohibit any such activities unless such
potential material conflicts with the Executive's duties as a Vice President of
the Corporation shall exist.
4. TERM OF EMPLOYMENT
4.1 TERM. The term of employment of the Executive by the Corporation
shall be for a period of three years beginning with the Effective Date (the
"Initial Term"), unless terminated earlier pursuant to Section 6. At any time
prior to the expiration of the Initial Term, the Corporation and the Executive
may by mutual written agreement extend the Executive's employment under the
terms of this Agreement for such additional periods as they shall mutually
agree.
5. SALARY, BENEFITS AND BONUS COMPENSATION
5.1 SIGNING BONUS. In consideration of the Executive's agreeing to
discontinue, as expeditiously as practicable in a reasonable and orderly manner,
his other business activities in order to enter into this agreement, the
Corporation will issue to the Executive, upon execution of this Agreement, one
million (1,000,000) shares of the common stock of the Corporation.
5.2 ANNUAL SALARY. As payment for the services to be rendered by the
Executive as provided in Section 3, the Corporation agrees to pay to the
Executive an annual salary ("Salary"), beginning as of the Effective Date, at
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the rate of one hundred twenty-five thousand United States dollars (US $125,000)
per annum payable in 26 equal bi-weekly installments subject to annual review
and increase, as the board of directors shall determine.
5.3 COMPENSATION SHARES IN LIEU OF CASH PAYMENTS. Notwithstanding the
requirements of Paragraph 5.2, above, the Executive and the Corporation agree
and acknowledge that:
5.3.1 From time to time, during the foreseeable future, the Corporation
may not have available the financial resources to pay to the Executive, in cash,
the full amount of the Salary; In such event, with the consent of the Executive,
the obligations of the Corporation with respect to any unpaid amount of Salary
will be satisfied by the issuance to the Executive of shares of the common stock
of the Corporation ("Compensation Shares"), which Compensation Shares shall
constitute compensation pursuant to the terms of this Executive Agreement.
5.3.2 All Compensation Shares will be issued to and held by the
Executive pursuant to the terms of a stock restriction agreement, on terms
mutually agreeable to the parties.
5.3.3 All Compensation Shares will be issued to the Executive at a
value equal to fifty percent (50%) of the average of the high and low bid prices
of the Corporation's common stock, during the period when such Compensation
Shares were earned, as traded in the over-the-counter market and quoted in the
OTC Electronic Bulletin Board or such other public market in the United States
in which the common stock of the Corporation shall then be traded.
5.3.4 From time to time, all or part of the Compensation Shares may be
registered by the Corporation under a Registration Statement on Form S-8,
including a Re-offer Prospectus, as and at such time as the board of directors
of the Corporation or the executive committee thereof shall determine.
5.4 BONUSES. the Executive shall be eligible to receive a discretionary
bonus for each year (or portion thereof) during the term of this Agreement and
any extensions thereof, with the actual amount of any such bonus to be
determined in the sole discretion of the Board of Directors based upon its
evaluation of the Executive's performance during such year. All such bonuses
shall be reviewed annually by the Compensation Committee, if any shall be in
existence.
5.5 ADDITIONAL BENEFITS. During the term of this Agreement, the
Executive shall be entitled to the following fringe benefits:
(a) EXECUTIVE BENEFITS. The Executive shall be eligible
to participate in such of the Corporation's benefits
and deferred compensation plans as are now generally
available or later made generally available to
executive officers of, including, without limitation,
the Corporation's Stock Option Plan, profit sharing
plans, annual physical examinations, dental and
medical plans, personal catastrophe and disability
insurance, financial planning, retirement plans and
supplementary executive retirement plans, if any. For
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purposes of establishing the length of service under
any benefit plans or programs of the Corporation, the
Executive's employment with will be deemed to have
commenced on the Effective Date.
(b) VACATION. The Executive shall be entitled to
reasonable vacation time during each year during the
term of this Agreement and any extensions thereof, in
an amount to be determined by the mutual agreement of
the Executive and the board of director of the
Corporation, provided however that such amount shall
be a minimum of three weeks per year.
(c) CAR ALLOWANCE. The Executive shall receive a monthly
car allowance of two hundred fifty Canadian dollars
(Cdn $500).
5.6 REIMBURSEMENT FOR EXPENSES. During the term of this Agreement, the
Corporation shall reimburse the Executive for reasonable and properly documented
out-of-pocket business and/or entertainment expenses incurred by the Executive
in connection with his duties under this Agreement.
6. TERMINATION
6.1 TERMINATION FOR CAUSE. Termination For Cause may be effected by the
Corporation in accordance with the procedures set forth in Paragraph 1.5 at any
time during the term of this Agreement and shall be effected by written
notification to the Executive in accordance with Paragraph 6.9, below. Upon the
effectiveness of a Termination For Cause, the Executive shall promptly be paid
all accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the Corporation in which the Executive is a participant to the full extent of
the Executive's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, but the Executive shall not be
paid any other compensation or reimbursement of any kind.
6.2 TERMINATION OTHER THAN FOR CAUSE. Notwithstanding anything else in
this Agreement, the Corporation may effect a Termination Other Than For Cause at
any time upon giving written notice to the Executive of such termination. Upon
the effectiveness of any Termination Other Than For Cause, the Executive shall
promptly be paid all accrued salary, bonus compensation to the extent earned,
vested deferred compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans (including accelerated
vesting, if any, of awards granted to the Executive under the Corporation's
stock option plan), accrued vacation pay and any appropriate business expenses
incurred by the Executive in connection with his duties hereunder, all to the
date of termination, and all severance compensation as provided in Paragraph
6.1.
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6.3 TERMINATION FOR GOOD REASON. Notwithstanding anything else in this
Agreement, the Executive may effect a Termination for Good Reason at any time
upon giving written notice to the Corporation of such termination in accordance
with the provisions of Paragraph 6.9 hereof. Upon the effectiveness of any
Termination for Good Reason the Executive shall promptly be paid all accrued
salary, bonus compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of in which
the Executive is a participant to the full extent of the Executive's rights
under such plans (including accelerated vesting, if any, of awards granted to
the Executive under's stock option plan), accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, and all severance compensation
as provided in Paragraph 6.1.
6.4 TERMINATION BY REASON OF DISABILITY. If, during the term of this
Agreement, the Executive fails to perform his duties under this Agreement on
account of illness or physical or mental incapacity, and such illness or
incapacity continues for a period of more than twelve (12) consecutive months,
the Corporation shall have the right to terminate the Executive's employment
hereunder by written notification to the Executive and payment to the Executive
of all accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
in which the Executive is a participant to the full extent of the Executive's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by the Executive in connection with his duties hereunder, all
to the date of termination, with the exception of medical and dental benefits
which shall continue through the expiration of this Agreement, but the Executive
shall not be paid any other compensation or reimbursement of any kind.
6.5 DEATH. In the event of the Executive's death during the term of
this Agreement, the Executive's employment shall be deemed to have terminated as
of the last day of the month during which his death occurs and the Corporation
shall promptly pay to his estate or such beneficiaries as the Executive may from
time to time designate all accrued salary, bonus compensation to the extent
earned, vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, but the Executive's estate
shall not be paid any other compensation or reimbursement of any kind.
6.6 VOLUNTARY TERMINATION. In the event of a Voluntary Termination, the
Corporation shall promptly pay all accrued salary, bonus compensation to the
extent earned, vested deferred compensation (other than pension plan or profit
sharing plan benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of in which the Executive is a participant
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to the full extent of the Executive's rights under such plans, accrued vacation
pay and any appropriate business expenses incurred by the Executive in
connection with his duties hereunder, all to the date of termination, but no
other compensation or reimbursement of any kind.
6.7 TERMINATION UPON A CHANGE IN CONTROL. In the event of a Termination
Upon the effectiveness of a Change in Control, the Executive shall immediately
be paid all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of in which the Executive is a participant to the full extent of the
Executive's rights under such plans (including accelerated vesting, if any, of
any awards granted to the Executive under the Corporation's Stock Option Plan),
accrued vacation pay and any appropriate business expenses incurred by the
Executive in connection with his duties hereunder, all to the date of
termination, and all severance compensation as provided in Paragraph 6.1.
6.8 NOTICE OF TERMINATION. The Corporation may effect a termination of
this Agreement pursuant to the provisions of this Section upon giving thirty
(30) days' written notice to the Executive of such termination. The Executive
may effect a termination of this Agreement pursuant to the provisions of this
Section upon giving thirty (30) days' written notice to the Corporation of such
termination.
7. SEVERANCE COMPENSATION
7.1 SEVERANCE COMPENSATION IN THE EVENT OF: TERMINATION OTHER THAN FOR
CAUSE PURSUANT TO PARAGRAPH 6.2; TERMINATION FOR GOOD REASON PURSUANT TO
PARAGRAPH 6.3; OR TERMINATION UPON A CHANGE IN CONTROL PURSUANT TO PARAGRAPH
6.7. In the event that, after the expiration of one-year from the Effective date
of this Agreement, the Executive's employment is terminated in a termination:
Other Than for Cause pursuant to Paragraph 6.2; for Good Reason pursuant to
Paragraph 6.3; or a Change in Control pursuant to Paragraph 6.7, the Executive
shall be paid the following as severance compensation:
7.1.1 For terminations which occur during the second year of the term
of this Agreement: fifty percent (50%) of the amount of the annual Salary (at
the rate payable at the time of such termination), for a period of twelve (12)
months from the date of such termination. The Executive shall also be entitled
to accelerated vesting of any awards granted to the Executive under any Stock
Option Plan, stock option agreement, or any other employee benefit plan or any
agreement entered into in connection therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the extent of fifty percent (50%) of the Executive's pre-termination rights
under such plans, including any perquisites provided under this Agreement,
though the twelve months following such termination, provided, however, that the
benefits under any such plans of in which the Executive is a participant,
including any such perquisites, shall cease upon re-employment by a new
employer. By way of additional severance compensation, the Corporation shall
issue to the Executive within five (5) business days of the date of termination,
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a number of shares of the common stock of the Corporation equal to the number of
shares of such common stock, if any, which the Executive shall have forfeited
under the terms of any Stock Restriction Agreement.
7.1.2 For terminations which occur during the third year of the term of
this Agreement: one hundred percent (100%) of the amount of the annual Salary
(at the rate payable at the time of such termination), for a period of twelve
(12) months from the date of such termination. The Executive shall also be
entitled to accelerated vesting of any awards granted to the Executive under any
Stock Option Plan, stock option agreement, or any other employee benefit plan or
any agreement entered into in connection therewith at the time of grant or
award. The Executive shall continue to accrue retirement benefits and shall
continue to enjoy any benefits under any plans of in which the Executive is a
participant to the full extent of the Executive's pre-termination rights under
such plans, including any perquisites provided under this Agreement, though the
twelve months following such termination, provided, however, that the benefits
under any such plans of in which the Executive is a participant, including any
such perquisites, shall cease upon re-employment by a new employer. By way of
additional severance compensation, the Corporation shall issue to the Executive
within five (5) business days of the date of termination, a number of shares of
the common stock of the Corporation equal to the number of shares of such common
stock, if any, which the Executive shall have forfeited under the terms of any
Stock Restriction Agreement.
7.1.3 For terminations which occur after the expiration of the first
three years of the initial term of this Agreement, including any extensions of
such term: two hundred percent (200%) of the amount of the annual Salary (at the
rate payable at the time of such termination), for a period of twelve (12)
months from the date of such termination. The Executive shall also be entitled
to accelerated vesting of any awards granted to the Executive under any Stock
Option Plan, stock option agreement, or any other employee benefit plan or any
agreement entered into in connection therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the full extent of the Executive's pre-termination rights under such plans,
including any perquisites provided under this Agreement, though the twelve
months following such termination, provided, however, that the benefits under
any such plans of in which the Executive is a participant, including any such
perquisites, shall cease upon re-employment by a new employer. By way of
additional severance compensation, the Corporation shall issue to the Executive
within five (5) business days of the date of termination, a number of shares of
the common stock of the Corporation equal to the number of shares of such common
stock, if any, which the Executive shall have forfeited under the terms of any
Stock Restriction Agreement.
7.1.4 Notwithstanding the provisions of Subparagraphs 7.1.1 and 7.1.2,
above, or Paragraph 7.2, below, if the basic cause of termination shall be a
Change in Control, as that term is defined in Paragraph 1.1, above: (i) the
Executive shall be paid, as severance compensation, two hundred percent (200%)
of the amount of the annual Salary (at the rate payable at the time of such
termination), for a period of twelve (12) months from the date of such
termination; and (ii) the Executive may in the Executive's sole discretion, by
delivery of a notice to the Corporation within thirty (30) days following a
Termination Upon a Change in Control, elect to receive from Compensation a lump
sum severance payment by bank cashier's check equal to the present value of the
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flow of cash payments that would otherwise be paid to the Executive pursuant to
this Paragraph. In addition, the Corporation shall, on request of the Executive,
immediately take steps to register any or all Compensation Shares or other
unregistered shares of the common stock of the Corporation then held by the
Executive, of issuable to him in accordance with the provisions of this Section
7, with the Securities and Exchange Commission under a Form S-8 registration
statement filed with the United States Securities and Exchange Commission and
effective under the United States Securities Act of 1933, as Amended, or such
other Form of registration statement as shall then be available to the
Corporation including without limitation Forms S-1 and SB-2.
7.1.5 In the event that the Executive shall be entitled to any cash
payments pursuant to this Section 7 and the Corporation shall not have
sufficient cash resources available therefor, the Executive shall be issued
shares of the Common Stock of the Corporation in lieu of such cash payments, in
whole or in part, as the parties hereto shall mutually agree.
7.2 NO SEVERANCE COMPENSATION UPON OTHER TERMINATION. In the event of
Termination: (i) for any reason during the first year following the Effective
Date of this Agreement; (ii) For Cause pursuant to Paragraph 6.1; (iii)
termination by reason of the Executive's Disability or Death pursuant to
Paragraphs 6.4 or 6.5; or (iv) Voluntary Termination pursuant to Paragraph 6.6
hereof, neither the Executive nor his estate shall not be paid any severance
compensation.
8. PAYMENT OBLIGATIONS
the Corporation's obligation to pay the Executive the compensation and
to make the arrangements provided herein shall be unconditional, and the
Executive shall have no obligation whatsoever to mitigate damages hereunder. If
litigation after a Change in Control shall be brought to enforce or interpret
any provision contained herein, the Corporation, to the extent permitted by
applicable law and the Corporation's Articles of Incorporation and Bylaws,
hereby indemnifies the Executive for the Executive's reasonable attorneys' fees
and disbursements incurred in such litigation.
9. CONFIDENTIALITY
The Executive agrees that all confidential and proprietary information
relating to the business of the Corporation shall be kept and treated as
confidential both during and after the term of this Agreement, except as may be
permitted in writing by the Corporation's Board of Directors or as such
information is within the public domain or comes within the public domain
without any breach of this Agreement.
10. WITHHOLDINGS
All compensation and benefits to the Executive hereunder shall be
reduced by all federal, state, local and other withholdings and similar taxes
and payments required by applicable law.
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11. INDEMNIFICATION
In addition to any rights to indemnification to which the Executive is
entitled to under the Corporation's Articles of Incorporation and Bylaws, the
Corporation shall indemnify the Executive at all times during and after the term
of this Agreement to the maximum extent permitted under Delaware Business
Corporation Law or any successor provision thereof and any other applicable
state law, and shall pay the Executive's expenses in defending any civil or
criminal action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
12. NOTICES
Any notices permitted or required under this Agreement shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt to the Corporation at:
The Tirex Corporation
000 Xx. Xxxxxxx Xxxxx, 000
Xxxxxxxx, Xxxxxx X0X 0X0
addressed to the Executive at:
Xxxxxxx Xxx
000 Xxxxxx Xxxxxxxx
Xx. Xxxxx XX
X0X 0X0
or at any other address as any party may, from time to time, designate by notice
given in compliance with this Paragraph.
13. LAW GOVERNING
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
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14. GENERAL
14.1 TITLES AND CAPTIONS. All section titles or captions contained in
this Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.
14.2 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
14.3 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
14.4 ATTORNEY FEES. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
14.5 COMPUTATION OF TIME. In computing any period of time pursuant to
this Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday,
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday, or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday, or legal holiday.
14.6 PRONOUNS AND PLURALS. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular, or plural
as the identity of the person or persons may require.
14.7 PRESUMPTION. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
14.8 FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
14.9 PARTIES IN INTEREST. Nothing herein shall be construed to be to
the benefit of any third party, nor is it intended that any provision shall be
for the benefit of any third party.
14.10 SAVINGS CLAUSE. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
THE TIREX CORPORATION
By /s/ XXXXXXX X. XXXXX
-------------------------------------
Xxxxxxx X. Xxxxx, Chairman and CEO
/s/ XXXXXXX XXX
-------------------------------------
Xxxxxxx Xxx
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