EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Agreement”) is entered into by and between Eternal
Energy Corp., a Nevada corporation (the “Company”), and Xxxxxxx X. Xxxxx
(“Executive”), effective as of November 7, 2005. The parties hereto agree as
follows:
1. Employment
and Duties. The Company shall employ Executive in the position of
President, Chief Executive Officer (“CEO”), Treasurer, Chief Financial Officer
(“CFO”) and Secretary of the Company (or such other senior executive position as
may be assigned to him by the Company’s Board of Directors). Executive shall
report directly to the board of directors (the “Board”) of the Company (or such
other persons designated by the Board) and shall perform all duties and
obligations of President, CEO, Treasurer, CFO and Secretary (or such other
senior executive duties assigned to Executive from time to time by the Board).
Executive shall devote at least fifty percent (50%), on average, of each
normal
forty hour work week exclusively to the business and interests of the Company
and to the performance of his duties and obligations under this Agreement,
unless otherwise provided by this Agreement. However, on or before May
7th, 2006, the parties agree to meet and by mutual agreement
determine if the time Executive is required to devote to the business interests
of the Company and to the performance of his duties and obligations under
this
Agreement is adequate to discharge his duties hereunder in an appropriate
manner
and, if not, to re-determine, by mutual agreement, the amount of time Executive
shall thereafter be required on average to devote exclusively to the performance
of services for and on behalf of the Company.
2. Term
of Agreement.
The
term of this Agreement shall commence on November 7, 2005 and shall continue
through and including November 6, 2007 (the “Term”), subject to the provisions
of Section 5. Notwithstanding the foregoing, the provisions of Sections 6
and 11
of the Agreement shall survive, and continue in full force and effect, after
any
termination or expiration of this Agreement, irrespective of the reason for
the
termination or any claim that the termination was wrongful or
illegal.
3. Compensation
and Other Benefits.
The
Company shall provide the following compensation and other benefits to Executive
during the Term in consideration of Executive’s performance of all of his
obligations under this Agreement:
3.1 Base
Salary.
Subject
to the provisions of Section 5, the Company shall pay to Executive an annual
base salary (the “Base Salary”) of $60,000.00, less applicable withholdings,
during the Term of this Agreement. Notwithstanding the foregoing, however,
if
the parties mutually agree to increase the amount of time Executive shall
be
required on average to devote exclusively to the performance of services
for and
on behalf of the Company pursuant to the terms of Section 1 above, the parties
agree to increase Executive’s Base Salary to a level appropriate to adequately
compensate him for the additional services to be rendered by him, as they
shall
mutually agree upon. The Base Salary shall be payable in accordance with
the
Company’s ordinary payroll practices in effect during the Term.
3.2 Signing
Bonus.
Upon
execution of this Agreement by both parties, Executive shall be paid, directly
or on his behalf, a signing bonus of $165,000, less applicable withholdings
(the
“Signing Bonus”).
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3.3 Stock
Options.
On the
first day of the Term, the Board of Directors or Compensation Committee will
grant to Executive an initial stock option grant (“Stock Options”) to purchase
1,443,800 shares of the Company’s common stock at a per share exercise price of
$1.00. The Stock Options will vest as set forth in a Stock Option Agreement,
which will provide that the options become exercisable in an equal amount
every
six (6) months over a period of three years, with the first one-sixth (1/6)
becoming exercisable six (6) months from the effective date of this Agreement.
If the Company terminates Executive’s employment without Cause, Executive’s
severance benefits (including vesting of options) will be governed by Section
5.1.2 of this Agreement. If the Company terminates Executive’s employment for
“Cause” as defined in Section 5.1.1, then all of Executive’s unvested options
shall expire and become unexercisable as of the date of such “for Cause”
termination.
3.4 Fringe
Benefits.
As
additional compensation under this Agreement, Executive shall be entitled
to
receive the following benefits (the “Fringe Benefits”):
3.4.1 Employee
Benefit Plans.
During
the Term, the Company shall allow Executive to participate in such group
medical, health, pension, welfare, and insurance plans (the “Employee Benefit
Plans”) maintained by the Company from time to time for the general benefit of
its executive employees, as such Employee Benefit Plans may be modified from
time to time in the Company’s sole and absolute discretion.
3.4.2 Other
Benefits.
The
Company shall provide Executive with all other benefits and perquisites as
are
made generally available to the Company’s executive employees under the
Company’s Employee Handbook, as such Employee Handbook may be modified from time
to time in the Company’s sole and absolute discretion.
3.4.3 Vacation;
Sick Leave and Holidays.
Executive shall be entitled to such vacation time, sick leave and paid holidays
as are generally made available to the Company’s executive employees under the
Company’s Employee Handbook, as such Employee Handbook may be modified from time
to time in the Company’s sole and absolute discretion.
3.4.4 Reimbursement
of Business Expenses.
The
Company shall reimburse Executive for all reasonable travel, entertainment
and
other expenses incurred by Executive in connection with the performance of
his
duties under this Agreement, upon submission by Executive to Company of
reasonable documentation pertaining to such expenses.
3.4.5 Rent.
The
Company shall pay Westport Petroleum, Inc. (“Westport”) the sum of one thousand
dollars ($1,000.00) per month as rent for using a portion of Westport’s leased
space for the conduct of Company Business (as defined in Section 6.1 below)
for
so long as the Company occupies Westport’s facilities.
3.5 Deferred
Compensation.
Any
deferred compensation (within the meaning of Section 409A of the Internal
Revenue Code) payable under this Agreement on account of Executive’s separation
from service shall not commence prior to six months following such separation
if
Executive is a key employee (within the meaning of Section 409A). Provided,
that
in determining whether Executive is a key employee, any compensation realized
on
account of the exercise of a stock option or a disqualifying disposition
of
stock acquired through exercise of an incentive stock option shall be
disregarded.
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4. Repurchase
Right of the Company;
Transfer Limitations.
4.1 Repurchase
Right.
In the
event Executive’s employment is terminated for any reason other than reasons
described in Sections 5.1.2 and 5.2 below or as a result of the expiration
of
the Term, the Company shall, upon the date of such termination, have an
irrevocable, exclusive right to repurchase (the “Repurchase Right”) any of the
3,250,000 shares of common stock (the “Restricted Shares”), including 2,500,000
shares held of record by Executive (the “Executive Shares”) and 750,000 shares
held of record by Executive’s immediate family and beneficially by Executive
(the “Family Shares”), which have not yet been released from the Repurchase
Right, at a price per share equal to the lesser of (x) the fair market value
of
the shares at the time the Repurchase Right is exercised, as determined by
the
Company’s board of directors, and (y) the original purchase price of the
Restricted Shares, which original purchase price was $75,000. Twenty-five
percent of the Executive Shares shall be released from the Repurchase Right
on
the date that is six months from the effective date of this Agreement, and
an
additional twenty-five percent shall be released at the end of each successive
six months from the first release date, such that all 2,500,000 shares shall
be
released from the Repurchase Right on the two-year anniversary of this
Agreement. One hundred percent of the Family Shares shall be released from
the
Repurchase Right on the date that is the one-year anniversary of the effective
date of this Agreement. Once Executive Shares and Family Shares have been
released from the Repurchase Right as provided by this Subsection, such shares
shall not thereafter be subject to the Repurchase Right set forth herein
or be
subject to forfeiture under the terms of this Agreement.
4.2 Transfer
Limitations.
In
addition to any restrictions of transfer imposed on the Restricted Shares
by
applicable federal and state securities laws, the parties hereto hereby agree
to
the following limitations with respect to the sale and transfer of the
Restricted Shares: (i) Executive (and his beneficiaries or assigns, as
applicable) shall not sell any of the Executive Shares during the first year
of
this Agreement; and (ii) during each three-month period beginning on the
one-year anniversary of this Agreement, Executive (and his beneficiaries
or
assigns, as applicable) may sell only that number of shares that is equal
to
twenty-five percent of the total number of the Executive Shares if such number
has been released from the Repurchase Right at the beginning of each such
three-month period. For purposes of clause (ii) above, the twenty-five percent
limitation shall apply separately to the Family Shares, for which Executive
shall not sell or cause a sale except as in accordance with the limitation
described in clause (ii). At the two-year anniversary of the effective date
of
this Agreement, the foregoing limitation shall terminate.
5. Termination
or Expiration of Agreement.
5.1 Termination
at Company’s Election.
The
Company may terminate Executive’s employment at any time during the Term, for
any reason or no reason, with or without Cause (as hereinafter defined),
and
with or without notice, subject to provisions of Sections 5.1.1 and
5.1.2.
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5.1.1 Termination
for Cause.
If
Executive’s employment is terminated for Cause (as defined below), Executive
shall be entitled to receive only the following: (i) payment of Executive’s Base
Salary through and including the date of termination; (ii) payment for all
accrued and unused vacation time as of the date of termination; and (iii)
reimbursement of business expenses incurred prior to the date of termination.
Except as expressly set forth in this Section 5.1.1, Executive shall not
be
entitled to receive any Base Salary or Fringe Benefits in the event Executive’s
employment is terminated for Cause, except that Executive may continue to
participate in the Employee Benefit Plans to the extent permitted by and
in
accordance with the terms of those plans or as otherwise required by law.
As
used in this Agreement, Cause shall be defined as: (a) a material breach
by
Executive of any term of this Agreement; (b) an intentional refusal or failure
to follow the lawful and reasonable instructions of the Board of Directors
or an
individual to whom Executive reports (as appropriate); (c) a willful or habitual
neglect of duties; (d) misconduct on the part of Executive that is materially
injurious to the Company, including without limitation misappropriation of
trade
secrets, fraud, or embezzlement; or (e) Executive’s conviction for fraud, theft
or a felony involving moral turpitude; and, in the case of clauses (a) through
(c), Executive fails to cure such breach within thirty (30) days of Executive’s
receipt of written notice from the Company.
5.1.2 Termination
Without Cause.
If
Executive is terminated by the Company without Cause or if Executive’s
employment is terminated for “good reason” (as defined below) Executive shall
receive: (i) payment of Executive’s Base Salary through and including the date
of termination; (ii) payment for all accrued and unused vacation time existing
as of the date of termination; and (iii) reimbursement of business expenses
incurred prior to the date of termination. In addition, Executive shall be
eligible to receive the following additional benefits if Executive’s employment
is terminated under this Section 5.1.2 on the condition that Executive signs
a
general release of all claims in a form approved by the Company: (iv) a
severance payment in an amount equal to one (1) year of Executive’s Base Salary,
less applicable withholdings; (v) immediate vesting in full of any unvested
options issued to Executive; and (vi) the immediate termination of the
Repurchase Right.
For
purposes of this Agreement, “good reason” means without Executive’s prior
written consent and in the absence of any circumstance that constitutes Cause:
(a) the regular assignment to Executive of duties materially inconsistent
with
the position and status of Executive; (b) a material reduction in the nature,
status or prestige of Executive’s responsibilities or a materially detrimental
change in Executive’s title or reporting level, excluding for this purpose an
isolated, insubstantial or inadvertent action by the Company which is remedied
by the Company promptly after the Company’s receipt of written notice from
Executive; or (c) a reduction by the Company of Executive’s annual Base Salary
as of the date of this Agreement or as the same may be increased from time
to
time.
5.2 Termination
upon Death or Permanent Disability.
This
Agreement will terminate automatically on Executive’s death or if Executive
becomes Permanently Disabled (as defined below). In the event of such
termination, Executive, or his beneficiary or estate, shall be entitled to
receive such amounts of the Base Salary and Fringe Benefits as would have
been
payable to Executive under a termination without Cause under Section 5.1.2
as of
the date of death or on which the Company determines in its reasonable
discretion that Executive has become Permanently Disabled. In addition, as
of
the date of the termination of Executive’s employment pursuant to this Section
5.2, Executive shall be immediately vested in full as to any unvested options
issued to Executive. As used in this Agreement, “Permanently Disabled” shall
mean the incapacity of Executive due to illness, accident, or any other reason
to perform his duties for a period of 90 days, whether or not consecutive,
during any 12-month period of the Term, all as determined by the Company
in its
reasonable discretion. All determinations as to the date and extent of
incapacity of Executive shall be made by the Company’s Board of Directors, upon
the basis of such evidence, including independent medical reports and data,
as
the Board of Directors in its discretion deems necessary and desirable. All
such
determinations of the Board of Directors shall be final.
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5.3 Termination
at Executive’s Election.
Executive
may resign from employment with the Company prior to the expiration of the
Term
for any reason by providing written notice to the Company at least 30 days
prior
to the date selected for resignation. If Executive resigns from employment
before expiration of the Term under any circumstances, other than for “good
reason” as defined above, Executive shall be entitled to receive only the
following: (i) payment of Executive’s Base Salary through and including the date
of resignation; (ii) payment for all accrued and unused vacation time existing
as of the date of resignation, which will be paid at a rate calculated in
accordance with Executive’s Base Salary at the time of resignation; and (iii)
reimbursement of business expenses incurred prior to the date of resignation.
Except as expressly set forth in this Section 5.3, Executive shall not be
entitled to receive any Base Salary or Fringe Benefits in the event Executive
resigns from employment before expiration of the Term, except that Executive
may
continue to participate in the Employee Benefit Plans to the extent permitted
by
and in accordance with the terms thereof or as otherwise required by law
and
except as otherwise provided by this Agreement.
5.5 Termination
on Expiration of Term. If
this
Agreement is terminated on the expiration of the Term in accordance with
Section
2 above, Executive shall receive: (i) payment of Executive’s Base Salary through
and including the date of termination; (ii) payment for all accrued and unused
vacation time existing as of the date of termination; and (iii) reimbursement
of
business expenses and payment to Westport of rent pursuant to Section 3.4.5
incurred prior to the date of termination. Executive shall be entitled to
exercise all vested options held by Executive as of the date of termination
pursuant to the terms of the Executive’s agreement(s) with the
Company.
6. Non-competition;
Secrecy.
6.1 Assistance
to Competitors.
During
the Term, Executive shall not, except as provided below, own a material interest
in (other than up to two percent of the voting securities of a publicly traded
corporation), render financial assistance to, or offer personal services
to
(whether for payment or otherwise), any entity or individual that competes
with
the Company in the Company Business or any entity or individual that the
Company
has reviewed as a business or investment opportunity in any given three-month
period. “Company
Business”shall
mean the Company’s oil and gas business as it is conducted or proposed to be
conducted on the effective date of this Agreement. Notwithstanding anything
to
the contrary set forth in this Agreement, Executive shall have the right
to own
a material interest in, render financial assistance to and/or offer personal
services to any entity or individual in connection with a project or opportunity
in which: (i) such entity or individual produces, or proposes to produce,
hydrocarbons through surface or subsurface gas/water separation and disposal;
or
(ii) the Company has failed or declined to exercise its right of first refusal
described below. Executive agrees that he will, in writing, offer the Company
a
right of first refusal to pursue all opportunities which he desires to pursue
involving the exploration, development and production of hydrocarbons which
do
not involve, or are proposed to involve, surface or subsurface gas/water
separation and disposal. The parties acknowledge and agree that Executive
has no
obligation to offer opportunities to the Company which involve, or which
are
proposed to involve, surface or subsurface gas/water separation and disposal.
This right of first refusal shall include such information in Executive’s
possession as shall be reasonably necessary to evaluate the economic viability
and risks of pursuing each such opportunity. Company shall exercise its right
of
first refusal to pursue such an opportunity by giving Executive written notice
of its exercise within ten business days of its receipt of Executive’s written
offer.
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6.2 Confidential
Information.
Executive acknowledges and agrees that the Company is engaged in business
activities in which it is or may be crucial to develop and retain proprietary,
trade secret, or confidential information for the benefit of the Company
(collectively, “Confidential Information”). Accordingly, Executive shall not at
any time during or after the Term, either directly or indirectly, (i) divulge
or
convey any Confidential Information to any entity or individual, except as
may
be expressly authorized in writing by the Company or as required in the course
of Executive’s performance of his duties hereunder, or (ii) use any Confidential
Information for Executive’s own benefit or the benefit of any entity or
individual except the Company. The Confidential Information to which Executive
may have access may include, but is not limited to, matters of a technical
or
intellectual nature such as inventions, designs, improvements, processes
of
discovery, techniques, methods, ideas, discoveries, developments, know-how,
formulae, compounds, compositions, specifications, trade secrets, specialized
knowledge, or matters of a business nature such as information about costs
and
profits, records, customer lists, customer data or sales data.
6.3 Ownership
of Ideas.
The
Company shall own, and Executive hereby transfers and assigns to the Company,
all rights, of every kind and character throughout the world, in perpetuity,
in
and to any material or ideas, and all results and proceeds of the performance
of
Executive’s services hereunder, conceived of or produced during the Term by
Executive in the performance of his services hereunder. The parties acknowledge
and agree, however, that such transfer and assignment shall not apply to,
or
attach in and to, any material or ideas which were not conceived or produced
in
the performance of Executive’s services hereunder. Executive shall execute and
deliver to the Company such assignments, certificates of authorship, or other
instruments as the Company may require from time to time to evidence ownership
of such material, ideas, the results and proceeds of the performance of
Executive’s services under this Agreement. Executive’s agreement to assign to
the Company any of his rights as set forth in this Section 6.3 shall not
apply
to any invention for which no equipment, supplies, facility or trade secret
information of the Company was used and that was developed entirely upon
Executive’s own time, and (i) that does not result from any work performed by
Executive for the Company or (ii) that relates to the exploitation of commercial
oil and gas opportunities which Executive is permitted to pursue pursuant
to
Section 6.1 above.
6.4 Company
Property.
All
records, papers, documents, materials, and electronically stored data kept,
made, or received by Executive in the performance of his duties while employed
by the Company, or generated for, in the course of, or in connection with
the
business of the Company (other than opportunities which Executive is permitted
to pursue pursuant to Section 6.1 above), whether or not containing Confidential
Information, shall be and remain the exclusive property of the Company
(collectively referred to as “Company Property”) at all times during and after
Executive’s employment with the Company, without regard to how Executive came
into possession of any Company Property or whether Executive played any role
in
creating any Company Property. Executive shall not destroy any Company Property
or remove any Company Property from the Company’s premises, whether during or
after employment at the Company, except as expressly directed for the purpose
of
performing services on behalf of the Company. Upon the termination of
Executive’s employment with the Company at any time and for any reason, or upon
the Company’s request at any time and for any reason, Executive shall promptly
return all Company Property to the Company, without keeping a copy of any
such
Company Property for himself or any other entity or individual.
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6.5 Interference
with Employees and Clients.
6.5.1 Not
Hire Away.
For so
long as Executive is employed by the Company in an executive role, and for
a
one-year period thereafter, Executive shall not, directly or indirectly,
whether
for his own benefit or for the benefit of any other entity or individual,
(i)
solicit, encourage, or in any way influence any person employed by, or engaged
to render services on behalf of, the Company, to cease performing services
for
the Company, or to engage in any activity contrary to or conflicting with
the
interests of the Company; (ii) hire away any person employed by, or engaged
to
render services on behalf of, the Company; or (iii) otherwise interfere to
the
Company’s detriment in any way in the Company’s relationship with any person who
is employed by, or engaged to render services on behalf of, the
Company.
6.5.2 Non-Solicitation
of Clients.
For so
long as Executive is employed by the Company in an executive role, and for
a
one-year period thereafter, Executive shall not, whether for his own benefit
or
for the benefit of any other entity or individual, take any action which
would
cause any customer or client of the Company (i) who became known to Executive
by
virtue of Executive’s employment with the Company during the Term, or (ii) whose
status as a client or customer of the Company during the Term can be determined
by reference to records maintained by the Company to curtail or terminate
its
business relationship with the Company.
6.6 Injunctive
Relief.
Executive and the Company acknowledge and agree that (i) Executive’s breach of
his obligations under this Section 6 would cause the Company irreparable
harm
and that monetary damages alone would not be an adequate remedy for any such
breach; and, therefore, (ii) if Executive breaches this Section 6, the Company
shall be entitled to obtain injunctive relief (and any other form of equitable
relief), as well as any other remedies (including monetary damages) to which
the
Company is entitled as a consequence of such breach or otherwise.
7. Representation
and Warranties.
Executive represents and warrants to the Company that Executive is under
no
contractual or other restriction or obligation that is materially inconsistent
with the execution of this Agreement, the performance of his duties hereunder,
or the rights of the Company hereunder, including, without limitation, any
development agreement, non-competition agreement or confidentiality agreement
previously entered into by Executive.
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8. Severability.
In the
event that any provision of this Agreement should be held to be void, voidable,
unlawful or for any reason unenforceable, the remaining provisions or portions
of this Agreement shall remain in full force and effect.
9. Amendment
and Waiver.
No
provision of this Agreement can be modified, amended, supplemented or waived
in
any manner except by an instrument in writing signed by both Executive
and the
Board
of Directors of the Company. The waiver by either party of compliance with
any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of any provision of this Agreement.
10. Applicable
Law.
This
Agreement, Executive’s employment relationship with the Company, and any and all
matters or claims arising out of or related to this Agreement or Executive’s
employment relationship with the Company, shall be governed by, and construed
in
accordance with, the laws of the State of Colorado, regardless of the choice
of
law provisions of any other jurisdiction.
11. Arbitration.
11.1 Exclusive
Remedy.
Except
as set forth in Section 11.3, arbitration shall be the sole and exclusive
remedy
for any dispute, claim, or controversy of any kind or nature (a “Claim”) arising
out of, related to, or connected with this Agreement, Executive’s employment
relationship with the Company, or the termination of Executive’s employment
relationship with the Company, including any Claim against any parent,
subsidiary, or affiliated entity of the Company, or any director, officer,
employee, or agent of the Company or of any such parent, subsidiary, or
affiliated entity. It also includes any claim against the Executive by the
Company, or any parent, subsidiary or affiliated entity of the
Company.
11.2 Claims
Subject to Arbitration.
Excepting only claims excluded in Section 11.3 below, this Agreement
specifically includes (without limitation) all claims under or relating to
any
federal, state or local law or regulation prohibiting discrimination, harassment
or retaliation based on race, color, religion, national origin, sex, age,
disability or any other condition or characteristic protected by law; demotion,
discipline, termination or other adverse action in violation of any contract,
law or public policy; entitlement to wages or other economic compensation;
any
Claim for personal, emotional, physical, economic or other injury; and any
Claim
for business torts or misappropriation of confidential information or trade
secrets.
11.3 Claims
Not Subject to Arbitration.
This
Section 11 does not preclude either party from making an application to a
court
of competent jurisdiction for provisional remedies (e.g., temporary restraining
order or preliminary injunction), subject to Colorado Revised Statutes. This
Agreement also does not apply to any claims by Executive: (i) for workers’
compensation benefits; (ii) for unemployment insurance benefits; (iii) under
a
benefit plan where the plan specifies a separate arbitration procedure; (iv)
filed with an administrative agency which are not legally subject to arbitration
under this Agreement; or (v) which are otherwise expressly prohibited by
law
from being subject to arbitration under this Agreement.
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11.4 Procedure.
The
arbitration shall be conducted in the City and County of Denver. Any Claim
submitted to arbitration shall be decided by a single, neutral arbitrator
(the
“Arbitrator”). The parties to the arbitration shall mutually select the
Arbitrator not later than 45 days after service of the demand for arbitration.
If the parties for any reason do not mutually select the Arbitrator within
the
45 day period, then any party may apply to any court of competent jurisdiction
to appoint a retired judge as the Arbitrator. The arbitration shall be conducted
in accordance with the Colorado Revised Statutes, except as modified by this
Agreement. The Arbitrator shall apply the substantive federal, state, or
local
law and statute of limitations governing any Claim submitted to arbitration.
In
ruling on any Claim submitted to arbitration, the Arbitrator shall have the
authority to award only such remedies or forms of relief as are provided
for
under the substantive law governing such Claim. The Arbitrator shall issue
a
written decision revealing the essential findings and conclusions on which
the
decision is based. Judgment on the Arbitrator’s decision may be entered in any
court of competent jurisdiction.
11.5 Costs.
The
parties shall be responsible for their own attorneys’ fees and costs, except
that the Arbitrator shall have the authority to award attorneys’ fees and costs
to the prevailing party in accordance with the applicable law governing the
dispute.
11.6 Interpretation
of Arbitrability.
The
Arbitrator, and not any federal or state court, shall have the exclusive
authority to resolve any issue relating to the interpretation, formation
or
enforceability of this Section 11, or any issue relating to whether a Claim
is
subject to arbitration under this Section 11, except that any party may bring
an
action in any court of competent jurisdiction to compel arbitration in
accordance with the terms of this Section 11.
12. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties relating to
the
subject matter of this Agreement and supersedes all prior and contemporaneous
negotiations, understandings, or agreements between the parties, whether
oral or
written, expressed or implied.
13. Counterparts.
This
Agreement may be executed by the parties in counterparts, each of which shall
be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
14. Headings.
The
headings of sections and subsections of this Agreement are included solely
for
convenience of reference and shall not control the meaning or interpretation
of
any of the provisions of this Agreement.
15. Notices.
Any
notice required or permitted to be given under this Agreement shall be
sufficient if in writing, and if sent by certified or registered mail or
personally delivered to Executive at 00 Xxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000
or
to the Company at 0000 Xxxx Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxxxx
00000.
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XXXXXXX
X. XXXXX
|
|
|
/s/
Xxxxxxx X.
Xxxxx
|
By:
/s/
Xxxx Xxxxxxxx
Its:
Director
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