Exhibit 10.13
EMPLOYMENT AGREEMENT
BETWEEN
AMRC HOLDINGS, INC.,
AMERICAN MOBILE RADIO CORPORATION
AND
XXXX XXXXXX
THIS AGREEMENT is entered into as of June 1, 1998 (the "Effective Date"),
by and between AMRC Holdings, Inc., a Delaware corporation, and its subsidiary
American Mobile Radio Corporation, a Delaware corporation, both having a place
of business at 00000 Xxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx 00000 (hereinafter
collectively referred to as "AMRC") and Xxxx Xxxxxx ("EMPLOYEE") a resident of
the State of Colorado.
WHEREAS, AMRC is engaged in the development, implementation and operation
of a digital audio satellite service to portable receivers (the "AMRC System");
and
WHEREAS, AMRC is interested in employing EMPLOYEE as its Chief Executive
Officer and EMPLOYEE is interested in being employed in that position subject to
the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements of the parties contained herein, the parties hereby
agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the terms defined in this Article 1 shall
have the respective meanings set forth below:
1.1 "Affiliate" shall mean any corporation, partnership or other entity
controlling, controlled by, or under common control with AMRC, by virtue of
direct or indirect beneficial ownership of voting securities of or voting
interest in the controlled entity (or ownership of over 10% of the then
outstanding voting shares of AMRC).
1.2 "Confidential Information" shall mean all information known to AMRC or
learned by EMPLOYEE during the term of employment and not generally known,
including any and all general and specific knowledge, experience, information
and data, technical or non-technical, and whether or not patentable, including,
without limitation processes, skills, information, knowhow, trade secrets, data,
designs, formulae, algorithms, specifications, samples, methods, techniques,
compilations, computer programs, devices, concepts, inventions, developments,
discoveries, improvements, and commercial or financial information, in any form,
including without limitation, oral, written, graphic, demonstrative, machine
recognizable, specimen or sample form.
1.3 "Conflicting Product or Service" shall mean any product or service of
any person or organization other than AMRC, in existence or under development,
which resembles or competes with a product or service of AMRC.
1.4 "Conflicting Organization" shall mean any person or organization
engaged in, or about to become engaged in, research on or development,
production, marketing, or selling of a "Conflicting Product or Service."
1.5 "Inventions" shall mean inventions, designs, discoveries,
developments, creations, and improvements created, discovered, developed,
conceived or reduced to practice.
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1.6 "Works of Authorship" shall mean all computer software programs or
other writings, including, without limitation, verbal works, designs, models,
drawings, or audio, visual or audiovisual recordings.
ARTICLE 2
TERM OF AGREEMENT; EMPLOYMENT
2.1 Term. Subject to the provisions of Article 4 hereof, this Agreement
shall be in effect for a term of three (3) years commencing as of the Effective
Date. For the term of this Agreement, each twelve (12) month period beginning on
the Effective Date or an anniversary thereof shall be considered a "Contract
Year."
2.2 Employment. AMRC agrees to employ EMPLOYEE as Chief Executive Officer
and EMPLOYEE agrees to accept such employment by AMRC, on the terms and
conditions set forth herein. EMPLOYEE represents and warrants that neither the
execution and delivery nor performance by him of this Agreement will violate any
agreement, order, judgment or decree to which he is a party or by which he is
bound.
2.3 Duties. As Chief Executive Officer of AMRC, EMPLOYEE shall have the
duties and responsibilities related to building the organization and business,
including but not limited to, achieving agreed revenue, cost, profit and
cash-flow targets, and shall report to the Board of Directors and the Board
Chairman. While acting as CEO, EMPLOYEE shall also serve as a director of AMRC.
(a) EMPLOYEE's employment with AMRC shall be full-time and exclusive.
During the term of employment, EMPLOYEE shall devote the whole of EMPLOYEE's
time, attention, skill and ability to the faithful and diligent fulfillment of
EMPLOYEE's duties hereunder. EMPLOYEE acknowledges and agrees that EMPLOYEE may
be required, without additional compensation, to
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perform services for any Affiliates, and to accept such office or position with
any Affiliate as the Board may require, including, but not limited to, service
as an officer or director of AMRC or any Affiliate. EMPLOYEE shall comply with
all applicable policies of AMRC and Affiliates.
(b) During the term of employment, it shall not be a violation of this
Agreement for EMPLOYEE to serve as an officer or director of a cooperative
housing, or civic or charitable organization or committee, or to manage personal
passive investments, so long as such activities (individually or collectively)
do not conflict or materially interfere with the performance of EMPLOYEE's
duties hereunder.
(c) During the term of this Agreement, AMRC shall provide EMPLOYEE with
directors and officers insurance and indemnification for any and all claims
arising out of or related to his activities as an officer or director of AMRC or
any of its Affiliates on the same basis as that provided to other officers and
directors of AMRC and its Affiliates.
ARTICLE 3
COMPENSATION
3.1 Base Salary. For services rendered by EMPLOYEE pursuant to this
Agreement, AMRC agrees to pay EMPLOYEE a base salary ("Base Salary") commencing
as of the Effective Date at the rate of Two Hundred Eighty Thousand Dollars
($280,000) per year, payable in accordance with AMRC's then-prevailing executive
payroll practices. Such Base Salary shall be subject to review and increase at
least annually by the Board in the Board's sole discretion. In determining any
such increase, the Board shall consider any increases in the cost of living and
may provide for any performance or merit increases, on the same basis as may
apply from time to time to other AMRC executive employees generally. The
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term "Base Salary" as used herein shall include any adjustments thereto made
from time to time as permitted by this Section 3.1.
3.2 Bonuses. During the term of this Agreement, EMPLOYEE shall be entitled
to such bonuses as may be authorized and declared by the Board, and on the same
basis as may apply from time to time to other AMRC executive employees
generally. As an annual bonus guideline, EMPLOYEE's objective bonus with respect
to any calendar year shall be forty percent (40%) of EMPLOYEE's annual Base
Salary. Such bonus shall be awarded on a pro-rata basis for the portion of the
calendar year for which EMPLOYEE is employed by AMRC. Half of the annual bonus
shall be determined with reference to EMPLOYEE's personal job performance and
half shall be determined with reference to mutually agreed-upon corporate goals
and objectives.
3.3 Participation in Benefit Plans. Subject to applicable eligibility
requirements, during the term of this Agreement, EMPLOYEE shall be eligible to
participate in any stock option, employee stock ownership, pension, thrift,
profit sharing, group life or disability insurance, medical or dental coverage,
education, or other retirement or employee benefit plan or program that AMRC has
adopted or may adopt for the benefit of its employees, on the same basis as
other executive employees. Such participation shall be subject to the terms and
conditions of such plans or programs, including, but not limited to, such
generally applicable eligibility provisions as may be in effect from time to
time. EMPLOYEE shall be entitled to paid vacation, paid sick leave, and holidays
on the same basis as may from time to time apply to other AMRC executive
employees generally. For each month of waiting period, if any, prior to
eligibility under the AMRC medical benefit plan (or applicable Affiliate plan),
EMPLOYEE will receive a monthly payment of Two Thousand Dollars to cover
expenses to extend EMPLOYEE's current plan.
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3.4 Expenses. AMRC shall reimburse EMPLOYEE in connection with performance
of the services and duties hereunder for all reasonable, ordinary and necessary
business expenses actually incurred by EMPLOYEE in connection with such
performance, including ordinary and necessary expenses incurred by EMPLOYEE in
connection with travel on AMRC business, provided all such expenses have been
approved in advance by AMRC in accordance with and subject to the terms and
conditions of AMRC's then-prevailing expense policy. As a condition precedent to
obtaining such reimbursement, EMPLOYEE shall provide to AMRC any and all
statements, bills, or receipts evidencing the expenses for which EMPLOYEE seeks
reimbursement, and such other related information or materials as AMRC may from
time to time reasonably require. EMPLOYEE shall account to AMRC for any expenses
that are eligible for reimbursement under this Section 3.4 in accordance with
AMRC policy.
3.5 Employment and Supplies. AMRC shall provide EMPLOYEE with
administrative support relating to the performance of EMPLOYEE's duties of the
same type and extent as is provided to other executive employees. AMRC shall
acquire and/or provide to EMPLOYEE for his business use: multimedia portable
computer and subscriptions to various trade publications and various trade
books. Such items shall remain the exclusive property of AMRC, are to be used
solely for AMRC's benefit, and shall be returned promptly to AMRC upon the
termination of EMPLOYEE's employment for whatever reason.
3.6 Withholding. Anything in this Agreement to the contrary
notwithstanding, all payments required to be made by AMRC hereunder to EMPLOYEE
or EMPLOYEE's estate or beneficiaries in connection with EMPLOYEE's employment
hereunder shall be subject to the withholding of such amounts relating to taxes
as AMRC may reasonably determine it should withhold pursuant to any applicable
law or regulation.
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3.7 Stock Option Grant. EMPLOYEE shall receive a stock option grant on the
following terms:
(a) The Option will be non-qualified, ten year stock option with respect
to five (5) shares of AMRC common stock, with an exercise price and based on a
valuation of $875,000 per share, and with a date of grant as of the first date
of beginning employment with AMRC.
(b) Vesting of the five (shares) shall be as follows: Two (2) shares shall
be exercisable in three (3) equal annual installments, with the first
installment beginning on the first anniversary of the date of grant. The three
(3) remaining shares shall be exercisable in three (3) equal annual
installments, with the first installment beginning on the first anniversary of
the date of grant, provided that additional performance objectives are met, as
shall be mutually agreed upon between the EMPLOYEE and the Board.
(c) In the event that there is not an initial public offering on or prior
to the first anniversary following the in-orbit acceptance of the second AMRC
satellite, and the EMPLOYEE desires to exercise the stock option, AMRC will
provide the EMPLOYEE the difference between the exercise price and the fair
market value of the stock as of the date of exercise as mutually agreed upon by
the Board of Directors of AMRC and failing mutual agreement an independent
appraiser will be appointed to determine fair market value.
(d) Post-termination Exercise. Vested stock options will be exercisable
following termination of employment for the following periods: 0 months in the
case of termination for Cause (as defined in Article 4); 3 months following a
voluntary termination; 6 months following an involuntary termination; or 1 year
following death, disability, retirement, or termination (voluntary or
involuntary) within one year following a change of control.
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(e) If and when Form S-8 is available, AMRC will register EMPLOYEE's
stock.
(f) Exercising/Vesting. In the event of death, or involuntary termination
(which shall include termination by employee following default by AMRC) within
one year of a change of control, vesting of all options would occur. In all
other cases, non-vested options would be unexercisable and forfeited upon
termination of employment. A "change of control" will occur where (1) any person
or group becomes beneficial owner of securities of AMRC representing more than
40% of the then voting power of AMRC; (2) board members (together with new
members appointed by at least 2/3 of those members) at the beginning of a
two-year period no longer constitute 2/3 of the Board during such two-year
period; (3) a merger/consolidation of AMRC occurs wherein the AMRC voting
securities immediately prior thereto do not constitute at least 60% of the
combined voting securities after the merger/consolidation; or (4) the
stockholders approve a plan of complete liquidation or winding-up or an
agreement for sale/disposition of all or substantially all of company's assets,
provided, that no change of control will be deemed to occur as a result of the
following (a) an initial public offering of AMRC; (b) any change in percentage
ownership of WorldSpace International Network or its affiliates or American
Mobile Satellite Corporation or its affiliates, and/or (c) a private placement
by AMRC of up to $150,000,000 of AMRC securities.
(g) Cashless exercise/tax withholding provisions would also be included,
as well as other standard stock option plan/agreement provisions.
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ARTICLE 4
TERMINATION
4.1 General. EMPLOYEE's service hereunder shall terminate upon EMPLOYEE's
death or "Disability" and may be terminated by AMRC with or without "Cause"
(each term as defined in this Article 4) effective as of the date written notice
of termination is given to EMPLOYEE by or on behalf of the Board, or may be
terminated by EMPLOYEE on the giving of notice of not less than 30 days.
4.2 Termination for "Cause" or Voluntarily by Employee. In the event
EMPLOYEE's employment is terminated by AMRC for Cause (as defined in this
Article 4) or in the event EMPLOYEE voluntarily terminates employment, AMRC
shall thereafter pay to EMPLOYEE (or EMPLOYEE's legal representatives, estate,
beneficiaries or heirs), in accordance with AMRC's then-prevailing executive
payroll practices, all compensation, benefits and other payments to which
EMPLOYEE was entitled hereunder only through the effective date of termination
of employment, and AMRC shall thereafter have no further obligation to EMPLOYEE
(or EMPLOYEE's legal representatives, estate, beneficiaries or heirs) for any
compensation, benefits or other payments hereunder.
4.3 Death, Disability or Termination Without "Cause".
(a) In the event of EMPLOYEE's death, AMRC shall continue to pay
EMPLOYEE's then current Base Salary and pro-rated non-discretionary bonus
compensation to EMPLOYEE's legal representatives, estate, beneficiaries or
heirs, in accordance with AMRC's then-prevailing executive payroll practices,
through the end of the calendar month following EMPLOYEE's death, but shall have
no further obligation to EMPLOYEE or EMPLOYEE's legal representatives, estate,
beneficiaries or heirs for any compensation, benefits or other payments
hereunder.
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(b) Upon EMPLOYEE's "Disability", the payment of benefits under AMRC's
short-term and long-term disability insurance programs, if any, shall offset
AMRC's obligations under the foregoing Article 3.1 to the extent such benefits
are received. For purposes of this Agreement, EMPLOYEE shall be deemed to be
under a Disability if EMPLOYEE shall be unable, by virtue of illness or physical
or mental incapacity or disability (from any cause or causes whatsoever), to
perform EMPLOYEE's essential job functions hereunder, whether with or without
reasonable accommodation, in substantially the manner and to the extent required
hereunder prior to the commencement of such disability, for a period exceeding
90 consecutive days. Subject to any applicable legal requirements, in the event
EMPLOYEE shall remain under a Disability for a period exceeding 120 days in any
12 month period, AMRC shall have the right to terminate EMPLOYEE's employment
hereunder at the end of any calendar month during the continuance of such
disability upon at least thirty (30) days prior written notice to EMPLOYEE.
(c) In the event AMRC terminates EMPLOYEE's employment without Cause, as
defined in this Article 4, and provided further that EMPLOYEE has released AMRC
from any other claims or actions related to EMPLOYEE's employment with AMRC,
AMRC shall continue to pay EMPLOYEE (or EMPLOYEE's legal representatives,
estate, beneficiaries or heirs) EMPLOYEE's then current Base Salary and accrued
benefits up to the date of termination (as defined in Section 3.1), in
accordance with AMRC's then-prevailing executive payroll practices, for one (1)
year.
(d) Definition of "Cause". For purposes of this Agreement, Cause shall
mean: (i) EMPLOYEE's willful or gross misconduct or willful or gross negligence
in the performance of his duties for AMRC (ii) EMPLOYEE's intentional or
habitual
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neglect of his duties for AMRC, or (iii) EMPLOYEE's theft or misappropriation of
funds of AMRC or commission of a felony.
ARTICLE 5
RESTRICTIVE COVENANTS
5.1 Confidentiality. Except as authorized or directed by AMRC, EMPLOYEE
shall not, at any time during or subsequent to the term of this Agreement,
directly or indirectly publish or disclose any Confidential Information of AMRC
or of any of its Affiliates, or Confidential Information of others that has come
into the possession of AMRC or of any of its Affiliates, or into the EMPLOYEE's
possession in the course of his employment with AMRC or of his services and
duties hereunder, to any other person or entity, and EMPLOYEE shall not use any
such Confidential Information for EMPLOYEE's own personal use or advantage or
make it available to others for use. All Confidential Information, whether oral
or written, regarding the business or affairs of AMRC or any of its Affiliates,
including, without limitation, information as to their products, services,
systems, designs, inventions, software, finances (including prices, costs and
revenues), marketing plans, programs, methods of operation, prospective and
existing contracts, customers and other business arrangements or business plans,
procedures, and strategies, shall all be deemed Confidential Information, except
to the extent the same shall have been lawfully and without breach of the
EMPLOYEE's confidential obligation made available to the general public without
restriction, or that EMPLOYEE can prove, by documentary evidence, was previously
known to EMPLOYEE prior to the term of EMPLOYEE's employment. The Company shall
be under no obligation to identify specifically any information as to which the
protection of this Section 5.1 extends by any notice or other action. Upon
expiration or termination of this Agreement for any reason, EMPLOYEE shall
promptly return to AMRC all Confidential Information, including all copies
thereof in EMPLOYEE's possession, whether prepared by him or others.
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5.2 Unfair Competition. During the term of this agreement and for a period
of one (1) year after the termination thereof, EMPLOYEE shall not, within the
United States, directly or indirectly, and whether or not for compensation, as a
stockholder owning beneficially or of record more than five percent (5%) of the
outstanding shares of any class of stock of an issuer, or as an officer,
director, employee, consultant, partner, joint venturer, proprietor, or
otherwise, engage in or become interested in any Conflicting Organization in
connection with research, development, consulting, manufacturing, purchasing,
accounting, engineering, marketing, merchandising or selling of any Conflicting
Product or Service, directly or indirectly, in competition with AMRC or any of
its Affiliates (or any of their successors) as conducted from time to time
during such period. During the period in which EMPLOYEE is receiving any
payments under this Agreement and for a period of one (1) year thereafter,
EMPLOYEE shall not, without the prior written consent of AMRC, solicit or hire
or induce the termination of employment of any employees or other personnel
providing services to AMRC, or any of its Affiliates, for any business activity,
other than a business activity owned or controlled, directly or indirectly, by
AMRC or any of its Affiliates.
5.3 Injunctive Relief.
(a) EMPLOYEE acknowledges and warrants that he will be fully able to earn
an adequate livelihood for himself and his dependents if Section 5.2 should be
specifically enforced against him, and that Section 5.2 merely prevents unfair
competition against AMRC for a limited period of time. EMPLOYEE agrees and
acknowledges that, by virtue of EMPLOYEE's employment with AMRC, EMPLOYEE shall
have access to and maintain an intimate knowledge of AMRC's activities and
affairs, including trade secrets, Confidential Information, and other
confidential matters. As a result of such access and knowledge, and because of
the special, unique, and extraordinary services that EMPLOYEE is capable of
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performing for AMRC or one of its competitors, EMPLOYEE acknowledges that the
services to be rendered by EMPLOYEE pursuant to this Agreement are of a
character giving them a peculiar value, the loss of which cannot adequately or
reasonably be compensated by money damages. Consequently, EMPLOYEE agrees that
any breach or threatened breach by EMPLOYEE of EMPLOYEE's obligations under this
Article 5 would cause irreparable injury to AMRC, and that AMRC shall be
entitled to (i) preliminary and permanent injunctions enjoining EMPLOYEE from
violating such provisions, and (ii) actual money damages suffered by AMRC as a
result of such breach, in the amount of any fees, compensation, benefits,
profits, or other remuneration earned by EMPLOYEE or any competitor or AMRC as a
result of such breach, together with interest, and costs and attorneys' fees
expended to collect such damages or secure such injunctions. Nothing in this
Agreement, however, shall be construed to prohibit AMRC from pursuing any other
remedy, AMRC and EMPLOYEE having agreed that all such remedies shall be
cumulative.
(b) The restrictions set forth in this Article 5 and the following Article
6 shall be construed as independent covenants, and shall survive the termination
or expiration of this Agreement, and the existence of any claim or cause of
action against AMRC, whether predicated upon this Agreement or otherwise, shall
not constitute a defense to the enforcement by AMRC of the restrictions
contained in this Article 5 or the following Article 6. EMPLOYEE hereby consents
and waives any objection to the jurisdiction over his person or the venue of any
courts within the State of Virginia with respect to any proceedings in law or in
equity arising out of this Article 5 or the following Article 6. If any court of
competent jurisdiction shall hold that any of the restrictions contained in
Section 5.2 are unreasonable as to time, geographical area, or otherwise, said
restrictions shall be deemed to be reduced to the extent necessary in the
opinion of such court to make their application reasonable.
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ARTICLE 6
INVENTIONS, WORKS OF AUTHORSHIP,
PATENTS AND COPYRIGHTS
6.1 Ownership of Inventions and Works of Authorship. EMPLOYEE agrees that
all Inventions made, conceived, discovered, developed or reduced to practice by
EMPLOYEE and all software and other works of authorship created by EMPLOYEE,
either alone or with others, at any time, within or without normal working
hours, during the term of this Agreement, arising out of such employment or
based upon Confidential Information, or pertinent to any field of business or
research in which, during such employment, AMRC is engaged or (if such is known
or ascertainable by EMPLOYEE) is considering engaging, whether or not patented
or patentable, shall be and remain the sole property of AMRC with respect to all
rights of EMPLOYEE arising from any discovery, conception, development,
reduction to practice, or creation by EMPLOYEE. AMRC shall have the full right
to assign, license, or transfer all rights thereto.
6.2 Disclosure of Inventions and Works of Authorship. EMPLOYEE shall
promptly make full disclosure to AMRC or to an authorized representative thereof
of all information relating to the making, conception, discovery, development,
creation or reduction to practice of Inventions, or of software and other works
of authorship owned by AMRC pursuant to Section 6.1 above.
6.3 Patent and Copyright Applications. At the request of AMRC and at
AMRC's expense, EMPLOYEE shall execute such documents and perform such acts as
AMRC deems necessary to obtain patents or the like on such Inventions or
copyright registrations for such software and other works of authorship in any
jurisdiction or jurisdictions. Such obligation shall continue beyond the term of
this Agreement. In the event that AMRC is unable because of EMPLOYEE's mental or
physical capacity or for any other reason to secure EMPLOYEE's signature to
apply
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for or to pursue any applications for patent or copyright covering Inventions,
software and other works of authorship owned by AMRC pursuant to Section 6.1,
then EMPLOYEE hereby irrevocably designates and appoints AMRC as EMPLOYEE's
agent and attorney in fact, upon prior notice, to act for and in his behalf and
stead to execute and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of patents and copyright
registrations thereon with the same legal force and effect as if executed by
EMPLOYEE. EMPLOYEE further agrees not to file any patent applications relating
to or describing or otherwise disclosing any Confidential Information or any
such Inventions, or to claim any copyright or file and applications to register
any copyright in such software or other works of authorship, except with the
prior written consent of AMRC.
6.4 Assignment of Inventions and Works of Authorship. EMPLOYEE agrees to
assign to AMRC or its Affiliates all of EMPLOYEE's right, title and interest in
and to any and all such Inventions and the patent applications and patents
relating thereto and to the copyright in any and all such software and other
works of authorship and any copyright applications and registrations relating
thereto conceived, reduced to practice, discovered, created or otherwise
developed by EMPLOYEE and owned by AMRC pursuant to Section 6.1 above.
ARTICLE 7
MISCELLANEOUS
7.1 Assignment. The rights and obligations of AMRC under this Agreement
shall be binding upon its successors and assigns and may be assigned by AMRC to
the successors in interest of AMRC. The rights and obligations of EMPLOYEE under
this Agreement shall be binding upon EMPLOYEE's heirs, legatees, personal
representatives, executors or administrators. This Agreement may not be assigned
by EMPLOYEE, but any amount owed EMPLOYEE upon
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EMPLOYEE's death shall inure to the benefit of EMPLOYEE's heirs, legatees,
personal representatives, executors, or administrators.
7.2 Notice. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when hand delivered, sent by overnight courier,
or mailed by first-class, registered, or certified mail, return receipt
requested, postage prepaid, or transmitted by telegram, telecopy, or telex,
addressed as follows:
If to EMPLOYEE: (Copy to AMRC Executive Office)
Xxxx Xxxxxx
0000 Xxxxx Xxxxx Xxx
Xxxxxx, Xxxxxxxx 00000
If to AMRC:
American Mobile Radio Corporation
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Telecopy: 000-000-0000
Attn: General Counsel
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
7.3 Entire Agreement. From and after the Effective Date, this Agreement
constitutes the entire agreement between the parties hereto, and expressly
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein.
7.4 Headings. Article and Section headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be a part of
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this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
7.4 Severability. In the event any provision of this Agreement, or any
portion thereof, is determined by any arbitrator or court of competent
jurisdiction to be unenforceable as written, such provision or portion thereof
shall be interpreted so as to be enforceable. In the event any provision of this
Agreement, or any portion thereof is determined by any arbitrator or court of
competent jurisdiction to be void, the remaining portions of this Agreement
shall nevertheless be binding upon AMRC and EMPLOYEE with the same effect as
though the void provision or portion thereof had been severed and deleted.
7.6 Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the substantive laws of the State of
Virginia (excluding the choice of law rules thereof).
7.7 Amendment; Modification; Waiver. No amendment, modification or waiver
of the terms of this Agreement shall be valid unless made in writing and duly
executed by EMPLOYEE and AMRC. No delay or failure at any time on the part of
AMRC in exercising any right, power or privilege under this Agreement, or in
enforcing any provision of this Agreement, shall impair any such right, power,
or privilege, or be construed as a waiver of any default or as any acquiescence
therein, or shall affect the right of AMRC thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
7.8 Additional Obligations. Both during and after the term of employment,
EMPLOYEE shall, upon reasonable notice, furnish AMRC with such information as
may be in EMPLOYEE's possession or control, and cooperate with AMRC, as may
reasonably be requested by AMRC (and, after the term of
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employment, with due consideration for EMPLOYEE's obligations with respect to
any new employment or business activity) in connection with any litigation or
other adversarial proceeding in which AMRC or any Affiliate is or may become a
party. AMRC shall reimburse EMPLOYEE for all reasonable expenses incurred by
EMPLOYEE in fulfilling EMPLOYEE's obligations under this Article 7.8.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date.
AMRC Holdings, Inc.
/s/ Xxxx Xxxxxx American Mobile Radio Corporation
---------------------------
Xxxx Xxxxxx By: /s/ Xxxx Xxxxxxx
Title: Chief Executive Officer
Date: May 26, 1998 Date: May 22, 1998
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