EXHIBIT 10.29
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made effective the 1st day of January, 1998,
by and between Sharps Compliance, Inc., a Texas corporation, with principal
offices located at 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 (hereinafter
referred to as "Employer"), and Xx. Xxxx Xxxxx, a resident of Xxxxxx County,
Texas (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, the Company desires to employ Employee as its Chairman of the
Board, President and Chief Executive Officer, and Employee is desirous of
undertaking such responsibilities;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
DUTIES
1.1 DUTIES. During the term of this Agreement, the Company agrees to
employ Employee as the Company's Chairman of the Board, President and Chief
Executive Officer, and Employee agrees to serve the Company in such
capacities or in such other capacities (subject to Employee's termination
rights under section 4.2) as the Board of Directors of the Company may
direct, all upon the terms and subject to the conditions set forth in this
Agreement.
1.2 EXTENT OF DUTIES. Employee shall devote substantially all of his
business time, energy and skill to the affairs of The Company as the Company,
acting through its Board of directors, shall reasonably deem necessary to
discharge Employee's duties in such capacities. Employee shall not engage in
any other business activity during the term of this Agreement without prior
written consent of the Company, other than the passive management of
Employee's personal investment or activities which would not materially
detract from Employee's ability to perform his duties under this Agreement
(such as Employee's current positions with other companies and other future
positions of a similar nature.)
ARTICLE II
TERM OF EMPLOYMENT
The term of this AGREEMENT shall commence on the effective date and
continue for a period of three (3) years and for additional five year
extensions thereafter, except if terminated as provided herein. This
Agreement is subject to earlier termination as hereinafter provided.
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ARTICLE III
COMPENSATION
3.1 ANNUAL BASE COMPENSATION. As compensation for services rendered
under this Agreement, Employee shall be entitled to receive from Company an
annual base salary (before standard deductions) of $180,000 during the term
of this Agreement. Employees' annual base salary shall be subject to review
and adjustment by the Compensation Committee of the Company at the time of
this Agreement (the "Compensation Committee") and on an annual basis,
provided that any downward adjustment shall be to an amount no less than
$180,000 during the term of this Agreement. Employees' annual base salary
shall be payable at regular intervals in accordance with the prevailing
practice and policy of the Company. Any unpaid base salary shall accrue
3.2 INCENTIVE BONUS. As additional compensation for services rendered
under this Agreement, the Compensation Committee may, in its sole discretion
and without any obligation to do so, declare that Employee shall be entitled
to an annual incentive bonus (whether payable in cash, stock, stock rights or
other property) as the Compensation Committee shall determine. If any such
bonus is declared, the bonus shall be payable in accordance with the terms
prescribed by the Compensation Committee. Should the Company change control,
the Compensation Committee may consider a bonus to the Employee as part of a
severance package
3.3 EMPLOYEE LOAN REPAYMENT. In connection with that certain loan in the
principal amount of $400,000 owed by Employee to the Company, the Company
shall be obligated to pay to Employee, each year, during the term of this
Agreement an annual cash bonus equal to (i) one-fifth (1/5) of the total
outstanding principal and interest owed by Employee to the Company for years
one and two and (ii) three-fifths (3/5) of the total outstanding principal
and all accrued interest owed by Employee to the Company in year three. The
bonus required under this Section 3.3 shall be paid no later than December
31, of each year beginning in 1998 with the last year's bonus issued no later
than December 31, 2000. Additionally, the Company agrees that in the event
the Company shall increase its gross sales in any year by at least thirty
percent (30%) over the gross sales in the prior year, or if the Company's
EBIDTA shall be at least __________ in any year, the Company shall cause
Employee to receive a cash bonus necessary to cover all tax liability, at the
maximum tax rate applicable, attributable to the Employee Loan Repayment, and
the bonus provided hereby (the "Gross-up"). Any Gross-Up Amount owed
hereunder shall also be paid prior to December 31 of each year, where
applicable.
3.4 OTHER BENEFITS. Employee shall, in addition to the compensation
provided for in Sections 3.1 and 3.2 above, be entitled to the following
additional benefits:
a) MEDICAL, HEALTH AND DISABILITY BENEFITS. Employee shall be
entitled to receive all of the medical, health and disability
benefits that may, from time to time, be provided by the Company.
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b) OTHER BENEFITS. Employee shall be entitled to receive payment
by the Company a retirement benefit into his Individual Retirement
(SEP) account beginning in calendar year 1998 to the maximum
allowed by law.
c) VACATION PAY. Employee shall be entitled to an annual vacation
as determined in accordance with the prevailing practice and
policy of the Company but in no event less than two (2) weeks
per calendar year.
d) HOLIDAYS. Employee shall be entitled to holidays in accordance
with the prevailing practice and policy of the Company.
e) REIMBURSEMENT OF EXPENSES. The Company shall reimburse Employee
for all expenses reasonably incurred by Employee on behalf of the
Company in accordance with the prevailing practice and policy of
the Company.
f) CLUB MEMBERSHIP. Payment in full of monthly dues at the
Doctor's Club in Houston, Texas with payment of reimbursement of
all charges incurred at such club relating to entertainment of
business guest. Upon termination of the Agreement under
Section 4.1, 4.2 or 4.6 hereof, such club membership shall again
transfer to Employee without further consideration.
g) CAR ALLOWANCE. The Company shall be requested to provide to
Employee, during the term of this Agreement, at the sole cost of
the Company, a automotive vehicle for Employees use, that is
acceptable to Employee and reasonable to the Company along with
insurance to cover such vehicle at limits and deductions mutually
acceptable to Employee and the Company.
ARTICLE IV
TERMINATION
4.1 TERMINATION BY THE COMPANY WITHOUT CAUSE. Subject to the provisions
of this Section 4. 1, this Agreement may be terminated by the Company without
cause upon 30 days prior written notice thereof given to Employee. In the
event of termination pursuant to this Section 4.1, (a) the Company shall at
the election of Employee either (x) continue to pay Employee his then
effective base salary under Section 3.1 hereof and all benefits under
Sections 3.3 and 3.4 hereof through the expiration of the three-year term
then in effect (without giving effect to any further extensions thereof under
Article II hereof) or (y) pay Employee, within 15 days of such termination, a
lump sum payment equal to (without discounting present value) his then
aggregate effective base salary owed under Section 3.1 hereof through the
expiration of the three-year term then in effect (without giving effect to
any further extensions thereof under Article II hereof), and (b) any
outstanding stock options held by Employee shall become fully vested and
exercisable pursuant to an Agreement Regarding Vesting of Stock Options the
form which is attached hereto as Exhibit A. Employee must make election under
clause (a) above by giving the Company written notice thereof within 90 days
after notice of termination is given pursuant to this section 4.1. If
Employee does not make such an election within the 90-day period, he will be
deemed to have elected to receive the
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lump sum payment described in clause (a)(y) above. Payment or performance by
the Company in accordance with this Section shall constitute Employee's full
severance pay and the Company shall have no further obligation to Employee
arising out of such termination.
4.2 VOLUNTARY TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may at
any time voluntarily terminate his employment for "good reason" (as defined
below) upon 30 days prior written notice thereof to the Company. In the event
of such voluntary termination for "good reason", (a) the Company shall at the
election of Employee either (x) continue to pay Employee his then effective
base salary under Section 3.1 hereof and all benefits under Section 3.3 and
3.4 hereof through the expiration of the three-year term then in effect
(without giving effect to any further extensions thereof under Article II
hereof) or pay Employee, within 15 days of such termination, a lump sum
payment equal to (without discounting to present value) his then effective
base salary under Section 3.1 hereof through the expiration of the three-year
term then in effect (without giving effect to any further extensions thereof
under Article II hereof), and (b) any outstanding stock options held by
Employee shall become fully vested and exercisable pursuant to the Agreement
Regarding Vesting of Stock Options, the form of which is attached hereto as
Exhibit A. Regardless of which election is made by Employee, the Company
shall also pay the Employee the aggregate of all remaining Employee Loan
Repayment, if any, previously paid to Employee.
Employee must make his election under clause (a) above by giving the
Company written notice thereof with 30 days after notice of termination is
given pursuant to this Section 4.1. If Employee does not make such an
election within the 30-day period, he will be deemed to have elected to
receive the lump sum payment described in clause (a)(y) above.
For purposes of this Agreement, "good reason" shall mean the occurrence of
any of the following events:
a) Removal from the offices Employee holds on the date of this
Agreement or a material reduction in Employee's authority or
responsibility, including, without limitation, involuntary
removal from the Board of Directors, but not including
termination of Employee for "cause", as defined below; or
b) Relocation of the Company's headquarters from its current
location without the approval of Employee; or
c) An involuntary reduction in the Employee's compensation; or
d) The Company otherwise commits a material breach of this Agreement.
4.3 TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate this
Agreement at any time if such termination is for "cause" (as defined below),
by delivering to Employee written notice describing the cause of termination
30 days before the effective date of such termination and by granting
Employee at least 30 days to cure the cause. In the event the employment of
Employee is terminated for "cause", Employee shall be entitled only to the
base salary earned pro rata to the date of such termination with no
entitlement to any base salary
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continuation payments or benefits continuation (except as specifically
provided by the terms of an employee benefit plan of the Company) and all
amounts still owing under Section 3.3 above in regards to the Employee Loan
Repayment. Except as otherwise provided is this Agreement, the determination
of whether Employee shall be terminated for "cause" shall be made by the
Board of Directors of the Company, in reasonable exercise of its business
judgment, and shall be limited to the occurrence of the following events:
a) Conviction of or a plea of nolo contendere to the charge of a
felony (which, through lapse of time or otherwise, is not
subject to appeal);
b) Willful refusal without proper legal cause to perform, or gross
negligence in performing, Employee's duties and responsibilities;
c) Material breach of fiduciary duty to the Company through the
misappropriation of Company funds or property; or
d) The unauthorized absence of Employee from work (other than for
sick leave or disability) for a period of 30 working days or more
during any period of 45 working days during the term of this
Agreement.
4.4 TERMINATION UPON DEATH OR PERMANENT DISABILITY. In the event that
Employee dies, this Agreement shall terminate upon the Employee's death.
Likewise, if the Employee becomes unable to perform the essential functions
of the position, with or without reasonable accommodation, on account of
illness, disability, or other reason whatsoever for a period of more than six
consecutive or nonconsecutive months in any twelve month period, this
Agreement shall terminate effective upon such incapacity, and Employee (or
his legal representatives/trust) shall be entitled only to the base salary
earned pro rata to the date of such termination with no entitlement to any
base salary continuation payments or benefits continuation (except as
specifically provided by the terms of (i) an employee benefit plan of the
Company, (ii) Section 3.3 regarding the Employee Loan Repayment, or (iii) in
connection with any stock options which may be exercised by Employee for 90
days.)
4.5 VOLUNTARY TERMINATION BY EMPLOYEE. Employee may terminate this
Agreement at any time upon delivering 30 days written notice of resignation
to the Company. In the event of such voluntary termination other than for
"good reason" (as defined above), Employee shall be entitled to his base
salary earned pro rata to the date of his resignation, but no base salary
continuation payments or benefits continuation (except as specifically
provided by the terms of (i) an employee benefit plan of the Company, (ii)
Section 3.3 regarding the Employee Loan Repayment, or (iii) in connection
with any stock options which may be exercised by Employee for 90 days
thereafter.) On or after the date the Company receives notice of Employee's
resignation, the Company may, at its option, pay Employee his base salary
through the effective date of his resignation and terminate his employment
immediately.
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4.6 TERMINATION FOLLOWING CHANGE OF CONTROL.
a) Notwithstanding anything to the contrary herein, should Employee
at any time within 12 months of the occurrence of a "change of
control" (as defined below) cease to be an employee of the
Company (or its successor), by reason of (i) termination by
the Company (or its successor) other than for "cause'
(following a change of control, "cause shall be limited to the
conviction of or a plea of nolo contendere to the charge of a
felony (which, through lapse of time or otherwise, is not
subject to appeal), or a material breach of fiduciary duty to
the Company through the misappropriation of Company funds or
property, or (ii) voluntary termination by Employee for "good
reason upon change of control" (as defined below), then in any
such event,
(1) If the Company is merged or acquires a company in a field
outside of the current product alignment, the Company and
Employee could consider the assignment of existing
product lines and technology to Employee or Employee's
assignee as part of or in lieu of the value of the
settlement severance pay highlighted above.
(2) The Company shall at the election of Employee either continue
to pay Employee his then effective base salary under
Section 3.1 hereof and all benefits under Sections 3.3
and 3.4 hereof through the expiration of the term
described then in effect (without giving effect to any
further extensions thereof under Article II hereof) or
(y) pay Employee, within 45 days of the severance of
employment described in this Section 4.6, a lump sum
payment equal to (without discounting present value) his
then effective base salary under Section 3.1 and 3.3
hereof and all benefits under Section 3.4 hereof through
the expiration of the three-year term then in effect
(without giving effect to any further extensions thereof
under Article II hereof).
(3) the Company shall provide the continued benefit coverage
described in Section 4.1 in the event of the Employee's
termination by the Company without cause, and
(4) Certain outstanding stock options held by Employee, if any,
shall become fully vested and exercisable pursuant to the
Agreement Regarding Vesting of Stock Options, the form of
which is attached hereto as Exhibit A.
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b) If, an election is made by Employee under paragraph (a) above,
Employee shall be entitled to an additional payment, to the
extent all payments to Employee (whether pursuant to the
Agreement or any other agreement whatsoever) in connection
with a change of control as defined in the Section 4.6 exceed
in the aggregate, the maximum amount that could be paid to
Employee, triggering an excess parachute payment under Section
280(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), to cover Employee owing any excise tax under Section
4999 of the Code, (referred to herein as the "maximum payment
amount") equal to an amount to cover all excise tax liability
which may accrue to Employee, including any tax liability
which may accrue to Employee in connection with the Company's
payment of the excise tax. If such a payment is required
under this paragraph (b) in addition to the amounts set forth
in paragraph (a) above, it shall be paid at the time and in
the manner elected by the Employee under paragraph (a)(1).
Employee must make his election under paragraph (a)(1) by
giving the Company written notice thereof within 30 days after
the severance of employment described in this Section 4.6. If
Employee does not make such an election within the 30-day
period, he will be deemed to have elected to receive the lump
sum payment described in paragraph (a)(l)(y) above.
c) In determining the amount to be paid to Employee under this
Section 4.6, as well as the limitation determined under
Section 280G of the Code (i) no portion of the total payments
which Employee has waived in writing prior to the date of the
payment of benefits under this Agreement will be taken into
account, (ii) no portion of the total payments which
nationally recognized tax counsel (whether through
consultation or retention of any actuary consultant or other
expert), selected by the Company's independent auditors and
acceptable to Employee, (referred to herein as "Tax Counsel")
determines not to constitute a "parachute payment", (iii) no
portion of the total payments which Tax Counsel determines to
be reasonable compensation for services rendered within the
meaning of Section 280G(b)(4) of the Code will be taken into
account, and (iv) the value of any non-cash benefit or any
deferred payment or benefit included in the total payments
will be determined by the Company's independent auditors in
accordance with Sections 280G(d)(3) and (iv) of the Code.
d) As used in this Section, voluntary termination by Employee
"for good reason upon change of control" shall mean (i)
removal of Employee from the offices Employee holds on the
date of this Agreement, (ii) a material reduction in
Employee's authority or responsibility, including, without
limitation, involuntary removal from the Board of Directors,
(iii) relocation of the Company's headquarters from its then
current location, (iv) a involuntary reduction in Employee
compensation without the approval of Employee, or (v) the
Company otherwise commits a breach of this Agreement.
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e) As used in this Agreement, a "change of control" shall be
deemed to have occurred if (i) any "Person" (as such term is
used in Sections 12(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), is or becomes a
"beneficial owner" (as defined in Rule 12d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing more than 30% of the combined voting
power of the Company's then outstanding securities, or (ii) at
any time during the 24 month period after a tender offer,
merger, consolidation, sale of assets or contested election,
or any combination of such transactions, at least a majority
of the Company's Board of Directors shall cease to consist of
"continuing directors" (meaning directors of the Company who
either were directors prior to such transaction or who
subsequently became directors and whose election, or
nomination for election by the Company's stockholders, was
approved by a vote of a least two-thirds of the directors then
still in office who were directors prior to such transaction),
or (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation that would result in. the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) at least 60% of the total voting power
represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (iv) the stockholders of the Company approve
a plan for complete liquidation of the Company or an agreement
of sale or disposition by the Company of all or substantially
all of the Company's assets.
4.7 EXCLUSIVITY OF TERMINATION PROVISIONS. The termination provisions of
this Agreement regarding the parties' respective obligations in the event
Employee's employment is terminated, are intended to be exclusive and in lieu
of any other rights or remedies to which Employee or the Company may
otherwise be entitle by law, in equity or otherwise. It is also agreed that,
although the personnel policies and fringe benefit programs of the Company
may be unilaterally modified from time to time, the termination provisions of
the Agreement are not subject to modification, whether orally, implied or in
writing, unless any such modification is mutually agreed upon and signed by
the parties.
ARTICLE V
CONFIDENTIAL INFORMATION AND NONCOMPETITION
5.1 NONDISCLOSURE. During the term of Agreement and thereafter, Employee
shall not, without the prior written consent of the Board of Directors,
disclose or use for any purpose (except in the course of his employment under
this Agreement and in furtherance of the business of the Company)
confidential information or proprietary data of the Company (or any of its
subsidiaries), except as required by applicable law or legal process,
provided, however, that confidential information shall not include any
information known generally to the public or ascertainable from public or
published information (other than as a result of unauthorized disclosure by
Employee) or any information of a type not otherwise considered confidential
by persons engaged in the same business or a business similar to that
conducted by the Company (or any of its subsidiaries).
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5.2 NONCOMPETITION. The Company and Employee agree that the services
rendered by Employee hereunder are unique and irreplaceable. Employee hereby
agrees that, during the term of this Agreement and for a period of six months
thereafter, he shall not (except in the course of his employment under this
Agreement and in furtherance of the business of the Company or any of its
subsidiaries), (I) engage in as principal, consultant or employee in any
segment of a business of a company, partnership or firm ("Business Segment")
that is directly competitive with any significant business of the Company in
one of its major commercial or geographic markets or (ii) hold an interest
(except as a holder of less than 5% interest in a publicly traded firm or
mutual funds, or as a minority stockholder or unitholder in a form not
publicly traded) in a company, partnership or firm with a Business Segment
that is directly competitive, without the prior written consent of the
Company.
5.3 VALIDITY OF NONCOMPETITION. The foregoing provisions of Section 5.2
shall not be held invalid because of the scope of the territory covered, the
actions restricted thereby, or the period of time such covenant is operative.
Any judgment of a court of competent jurisdiction may define the maximum
territory, the actions subject to and restricted by Section 5.2 and the
period of time during which such agreement is enforceable.
5.4 NONCOMPETITION COVENANTS INDEPENDENT. The covenants of the Employee
contained in Section 5.2 will be construed as independent of any other
provision in this Agreement; and the existence of any claim or cause of
action by the Employee against the Company will not constitute a defense to
the enforcement by the Company of said covenants. The Employee understands
that the covenants contained in Section 5.2 are essential elements of the
transaction contemplated by this Agreement and, but for the agreement for the
Employee to Section 5.2, the Company would not have agreed to enter into such
transaction. The Employee has been advised to consult with counsel in order
to be informed in all respects concerning the reasonableness and propriety of
Section 5.2 and its provisions with specific regard to the nature of the
business conducted by the Company and the Employee acknowledges that Section
5.2 and its provisions are reasonable in all respects.
5.5 CONFIDENTIAL AND PROPRIETARY INFORMATION. This shall include,
without limitation, matters of a technical nature, such a know-how, formula,
computer programs, software and documentation, secret processes or machines,
inventions. Research projects, plans for further development and matters of a
business nature, such as information about costs, profits, markets, sales
lists of customers, and business data regarding customers, salaries, and
other personnel data, and any other information of a similar nature to the
extent not available to the public.
The Employee shall promptly disclose to the Employer or its designee any
and all ideas, inventions, improvements, discoveries, developments,
innovations, or works of authorship (hereinafter referred to as the
"Inventions"), whether patentable or unpatentable, copyrightable or
uncopyrightable, made, created, developed, discovered, worked on or conceived
by the Employee, either solely or jointly with others, whether or not reduced
to drawings, written description, documentation, models or other intangible
form, during the Employment Period and for a period of six (6) months
thereafter that relate to, or arise out of, any developments, services
research or products of, or pertain to the business of, the Employer.
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5.6 REMEDIES. In the event of a breach or threatened breach by the
Employee of Section 5.2 or its provisions, the Company shall be entitled to a
temporary restraining order and an injunction restraining the Employee from
the commission of such breach. Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies available to it for
such breach or threatened breach, including the recovery of money damages.
ARTICLE VI
ARBITRATION
Any controversy of any nature whatsoever, including but not limited to
tort claims or contract disputes, between the parties to this Agreement or
between the Employee, his heirs, executors, administrators, legal
representatives, successors, and assigns and the Company and its affiliates,
arising out of or related to the Employee's employment with the Company; any
resignation from or termination of such employment and/or the terms and
conditions of this Agreement, including the implementation, applicability and
interpretation thereof, shall, upon the written request of one party served
upon the other, be submitted to and settled by arbitration in accordance with
the provision of the Federal Arbitration Act, 9 U.S.C. Sections 1-15, as
amended. Each of the parties to this Agreement shall appoint one person as an
arbitrator to hear and determine such disputes, and if they should be unable
to agree, then the two arbitrators shall chose a third arbitrator from a
panel made up of experienced arbitrators selected pursuant to the procedures
of the American Arbitration Association (the "AAA") and, once chosen, the
third arbitrator's decision shall be final, binding and conclusive upon the
parties to this Agreement. Each party shall be responsible for the fees and
expenses of its arbitrator and the fees and expenses of the third arbitrator
shall be shared equally by the parties. The terms or the Commercial
arbitration rules of AAA shall apply except to the extent they conflict with
the provisions of this paragraph. It is further agreed than any of the
parties hereto may petition the United States District Court for the Southern
District of Texas, Houston Division, for a judgment to be entered upon any
award entered through such arbitration proceedings.
ARTICLE VII
MISCELLANEOUS
7.1 COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and cancels and supersedes all other agreements between
the parties, which may have related to the subject matter contained in this
Agreement.
7.2 MODIFICATION; AMENDMENT; WAIVER. No modification, amendment or
waiver of any provisions of this Agreement shall be effective unless approved
in writing by booth parties. The failure at any time to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of either party thereafter to
enforce each and every provision hereof in accordance with its terms.
7.3 GOVERNING LAW; JURISDICTION. This Agreement and performance under
it, and all proceedings that may ensue from its breach, shall be construed in
accordance with and under the laws of the State of Texas.
7.4 EMPLOYEE'S REPRESENTATION. Employee represents and warrants that he is
free to enter into this Agreement and to perform each of the terms and covenants
of it. Employee represents
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and warrants that he is not restricted or prohibited, contractually or
otherwise, from entering into and performing this Agreement, and that his
execution and performance of this Agreement is not a violation or breach on
any other agreement between Employee and any other person or entity.
7.5 COMPANY'S REPRESENTATION. Company represents and warrants that it is
free to enter into this Agreement and to perform each of the terms and
covenants of it. Company represents and warrants that it is not restricted or
prohibited, contractually or otherwise, from entering into and performing
this Agreement, and that its execution and performance of this Agreement is
not a violation or breach on any other agreement between Employee and any
other person or entity. The Company represents and warrants that this
Agreement is a legal, valid and binding agreement of the Company, enforceable
in accordance with its terms.
7.6 SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
7.7 ASSIGNMENT. The rights and obligations of the parties under this
Agreement shall be binding upon and inure to the benefit of their respective
successors, assigns, executors, administrators and heirs, provided, however,
that neither the Company nor Employee assign any duties under this Agreement
without the prior written consent of the other.
7.8 LIMITATION. This Agreement shall not confer any right or impose any
obligation on the Company to continue the employment of Employee in any
capacity, or limit the right of the Company or Employee to terminate
Employee's employment as provided herein.
7.9 ATTORNEY'S FEE AND COSTS. If any action at law or in equity is
brought to enforce or interpret the terms of this Agreement or any obligation
owing thereunder, venue will be in Xxxxxx County, Texas and the prevailing
party shall be entitled to reasonable attorney's fees and all costs and
expenses of the suit, including, without limitation, expert and accountant
fees, and such other relief which a court of competent jurisdiction may deem
appropriate.
7.10 NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be given in person or by either personal
delivery, overnight delivery, or first class mail. certified or registered
with return receipt requested, with postal or delivery charges prepaid, and
shall be deemed to have been duly given when delivery personally, or three
days after mailing first class, certified or registered with return receipt
requested, to the respective persons named below:
If to the Company: Corporate Secretary
Sharps Compliance, Inc.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
If to the Employee: Xx. Xxxx Xxxxx
0000 X. Xxxxxxxxx, Xx. 00
Xxxxxxx, Xxxxx 00000
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year indicated above.
APPROVED:
COMPANY: SHARPS COMPLIANCE, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Printed Name: Xxxx X. Xxxxxx
--------------------
Title: Director
---------------------------
EMPLOYEE:
/s/ Xxxx Xxxxx
---------------------------------------
Xx. Xxxx Xxxxx
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