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EXHIBIT 10.34
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of _____________, 199__ by and between Xxxxx Instruments Corp., a Delaware
corporation (the "Company") and ________________ ("Employee").
WITNESSETH:
WHEREAS, the Company and Employee desire to enter into this
Agreement to assure the Company of the continuing and exclusive service of
Employee and to set forth the terms and conditions of Employee's employment with
the Company.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth herein, the parties agree as follows:
1. TERM. The Company agrees to employ Employee and Employee
hereby accepts such employment, in accordance with the terms of this Agreement,
commencing March 1, 199__; provided, however, that unless the Company or
Employee gives written notice to the other party to the contrary at least 90
days prior to any anniversary of the date hereof, the term of this Agreement
shall automatically be extended for an additional term of one year on such
anniversary date. The term of this Agreement shall include any automatic
extensions pursuant to the preceding sentence.
2. SERVICES AND EXCLUSIVITY OF SERVICES. So long as this
Agreement shall continue in effect, Employee shall devote Employee's full
business time, energy and ability exclusively to the business, affairs and
interests of the Company and matters related thereto, shall use Employee's best
efforts and abilities to promote the Company's interests and shall perform the
services contemplated by this Agreement in accordance with policies established
by and under the direction of [the Board of Directors of the Company (the
"Board")] [or] [the chief executive officer or president of the Company
(collectively, the "Senior Officers")].
Without the prior express written authorization of the [Board of
Directors (the "Board")], Employee shall not, directly or indirectly, during the
term of this Agreement render services to any other person or firm for
compensation or engage in any activity competitive with or adverse to the
Company's business. Employee may serve as a director or in any other capacity of
any business enterprise or any nonprofit or governmental entity or trade
association, provided in each case that such service is approved by the Board or
the Senior Officers. Notwithstanding the foregoing, Employee may make and manage
personal business investments of Employee's choice and serve in any capacity
with any civic, educational or charitable organization without seeking the
approval of the Board, provided that such activities and services do not
substantially interfere or conflict with the performance of the duties hereunder
or create any conflict of interest with such duties.
3. DUTIES AND RESPONSIBILITIES. Employee shall serve as
__________________________________________ of the Company for the duration of
this Agreement. In the performance of Employee's duties, Employee shall report
directly to the [Board] [Senior Officers] of the Company and shall be subject to
the direction of the [Board] [Senior Officers] and to such limits on Employee's
authority as the [Board] [Senior Officers] may from time to time impose. During
the term of this Agreement, Employee shall be based at the Company's principal
executive offices in Orange County, California.
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Employee agrees to observe and comply with the rules and
regulations of the Company and agrees to carry out and perform orders,
directions and policies of the Company and its Board as they may be, from time
to time, stated either orally or in writing. The Company agrees that the duties
which may be assigned to Employee shall be usual and customary duties of the
office(s) or position(s) to which Employee may from time to time be appointed or
elected and shall not be inconsistent with the provisions of the charter
documents of the Company or applicable law. Employee shall have such corporate
power and authority as shall reasonably be required to enable Employee to
perform the duties required in any office that may be held.
4. COMPENSATION.
(a) Base Compensation. During the term of this Agreement, the
Company agrees to pay Employee a base salary at the rate of $__________ per
year, payable in accordance with the Company practices in effect from time to
time (the "Base Salary").
(b) Additional Benefits. Employee shall also be entitled to all
rights and benefits for which Employee is otherwise eligible under any bonus
plan (including any Performance Share Award under the Company's 1997 Stock
Incentive Plan), incentive agreement, participation or extra compensation plan,
pension plan, profit-sharing plan, life, medical, dental, disability, or
insurance plan (including, except as otherwise prohibited therein, the Company's
Employee Stock Ownership Plan) or policy or other plan or benefit that the
Company may provide for Employee or (provided Employee is eligible to
participate therein) for peer employees or for employees of the Company
generally, as from time to time in effect, during the term of this Agreement
(collectively, all of the above shall be referred to as the "Additional
Benefits").
(c) Periodic Review. The [Board] [Senior Officers] shall review
Employee's Base Salary and Additional Benefits then being paid to Employee not
less frequently than every twelve months. Following such review, the Company may
in its discretion increase (but shall not be required to increase) the Base
Salary or any other benefits, but may not decrease the Base Salary during the
time Employee serves as _______________________.
(d) Perquisites. Employee shall be entitled to three weeks paid
vacation each twelve-month period, which shall accrue on a pro rata basis from
the date employment commences under this Agreement. Vacation time will continue
to accrue so long as Employee's total accrued vacation does not exceed six
weeks. Should Employee's accrued vacation time reach six weeks, Employee will
cease to accrue additional vacation until Employee's accrued vacation time falls
below this level. All vacation time shall be subject to the plans, policies,
programs and practices as in effect generally with respect to other peer
employees of the Company.
5. TERMINATION. This Agreement and all obligations hereunder
(except the obligations contained in Sections 8, 9, 10, 11, 12 and 13
(Confidential Information, Inventions and Patents, Non-Competition, No
Solicitation of Customers, Noninterference with Employees and Assistance in
Patent Applications) which shall survive any termination hereunder) shall
terminate upon the earliest to occur of any of the following:
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(a) Voluntary Termination. Subject to Section 5(e) below, the
voluntary termination by Employee or retirement from the Company in accordance
with the normal retirement policies of the Company.
(b) Death or Disability of Employee. Employee's employment shall
be terminated upon the death or Disability (as defined below) of Employee. In
such instance, except as set forth below, all obligations hereunder to Employee
(or Employee's heirs or legal representatives), other than for (i) payment of
the sum of (A) Employee's annual Base Salary through the date of termination to
the extent not theretofore paid, (B) any bonus or other cash compensation
agreement for the pro rata amount earned through the date of termination, (C)
compensation previously deferred by Employee (together with any accrued interest
or earnings thereon), and (D) any accrued vacation pay, in each case to the
extent not theretofore paid (the sum of the amounts described in clauses (A),
(B), (C) and (D) shall be hereinafter referred to as the "Accrued Obligations"),
which shall be paid to Employee or Employee's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days after the date of termination
or any earlier time required by applicable law; and (ii) payment to Employee or
Employee's estate or beneficiary, as applicable, of any amount due pursuant to
the terms of any applicable benefit plan. Notwithstanding the above, if Employee
is terminated for disability, the Company shall continue, until Employee dies,
Employee recovers from such disability and returns to full-time service, or 24
months after the date of such notice, whichever first occurs, to pay Employee
100% of the Base Salary payable to Employee immediately prior to the
termination, minus the amount of any cash payments to Employee under the terms
of the Company's disability insurance or other disability benefits provided by
the Company. If Employee's death occurs while receiving payments under this
Section 5(b), such payments shall cease upon the death of Employee. For the
purposes of this Agreement, disability shall mean the absence of Employee
performing Employee's duties with the Company on a full-time basis for a period
of six months, as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to Employee or Employee's legal representative
(such agreement as to acceptability not to be withheld unreasonably).
(c) Cause. The Company may terminate Employee's employment and
all of Employee's rights to receive Base Salary and any Additional Benefits
hereunder for Cause. For purposes of this Agreement, the term "Cause" shall be
defined as any of the following; provided, however, that the Company must
determine the presence of such Cause in good faith:
(i) Willful misconduct by Employee which materially and
demonstrably injures the Company, including (1) Employee's
material breach of any material duties and responsibilities under
this Agreement (other than as a result of incapacity due to
Employee's disability), (2) Employee's commission of a material
act of fraud upon the Company or (3) Employee's immoderate use of
alcoholic beverages or narcotics or other substance abuse. For
purposes of this paragraph, no act or failure to act on the part
of Employee shall be considered "willful" unless done, or omitted
to be done, by Employee in bad faith and without reasonable
belief that Employee's action or omission was in the best
interest of the Company;
(ii) Employee's conviction by, or entry of a plea of
guilty or nolo contendere in, a court of competent and final
jurisdiction for a felony or any crime which materially adversely
affects the Company and/or its reputation in the
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community and which involves moral turpitude or is punishable by
imprisonment in the jurisdiction involved.
Notwithstanding the foregoing, Employee shall not be terminated
for Cause pursuant to clauses (i) and (ii) of this Section 5(c) unless
and until Employee has received notice of a proposed termination for
cause and Employee has had an opportunity to be heard before at least a
majority of members of the Board.
(d) Without Cause. Notwithstanding any other provision of this
Section 5, the Company shall have the right to terminate Employee's employment
with the Company without cause at any time, but in the event of such termination
without cause, Employee shall be entitled to receive a lump sum payment equal to
the value of Employee's Base Salary and all Additional Benefits (including the
value of any bonus, benefit or other cash incentive which would have been paid
to or received by Employee had Employee not been terminated during the term of
this Agreement) provided under this Agreement for a one year period from the
date of such termination. Such lump sum payment to Employee representing the
value of all such Base Salary and Additional Benefits shall be paid to Employee
within 30 days of the date of such termination; provided, however, that if the
Company is unable (in good faith) to determine the full value of any Additional
Benefits until the end of the fiscal year in which the termination takes place
(or any other future time period), then the Company shall pay to Employee that
amount of the Additional Benefits that the Company and Employee are able to
reasonably determine is due to Employee and any additional amount to be paid to
Employee pursuant to the final determination of such Additional Benefits shall
be paid to Employee with 10 days after the determination of the amount thereof.
Notwithstanding the above, the Company shall determine and pay to Employee the
final amount due to Employee under any Additional Benefit not later than 90 days
after the term of this Agreement.
(e) Good Reason. Employee's employment may be terminated at any
time by Employee for Good Reason. Regardless of whether a resignation occurs
prior to, coincident with or after a "Change in Control," Good Reason" shall
mean:
(i) The material failure by the Company to fulfil its
obligations under this Agreement, to the extent not remedied in a
reasonable period of time after the receipt of written notice by
the Employee specifying the material failure by the Company. Any
reduction or attempted reduction by the Company (to the extent
such reduction is not made equally to all employees of a
substantially equal level or position) in Employee's Base Salary
as in effect on the date hereof or as the same may be increased
from time-to-time or the taking of any action by the Company that
would substantially diminish the aggregate value of Employee's
compensation, including any bonus, incentive or other
compensation awards, retirement benefits and other fringe
benefits from the levels in effect prior to the date hereof is
deemed material.
(ii) The Company's requiring Employee to be based at any
office or location which increases the distance from Employee's
home to the office or location by more than 30 miles from the
distance in effect at the beginning of the term of this
Agreement.
If Employee terminates his or her employment with the
Company for Good Reason, then Employee shall be entitled to
receive a lump sum payment equal to that paid to Employee under
Section 5(d) hereof.
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6. BUSINESS EXPENSES.
During the term of this Agreement, to the extent that such
expenditures satisfy the criteria under the Internal Revenue Code for
deductibility by the Company (whether or not fully deductible by the Company)
for federal income tax purposes as ordinary and necessary business expenses, the
Company shall reimburse Employee promptly for reasonable business expenditures,
including travel, entertainment, parking, business meetings, and professional
dues, made and substantiated in accordance with the reasonable policies,
practices and procedures established from time to time by the Company generally
with respect to other peer employees and incurred in the pursuit and furtherance
of the Company's business and good will.
7. CHANGE IN CONTROL.
If there should occur a "Change in Control" of the Company (or
any successor), as defined below, then Employee, without limitation on any other
rights hereunder, may, within 12 months after first receiving notice (which may
be oral) of such event, elect to retire from full-time service to the Company
and to render, on a non-exclusive basis, only such consulting and advisory
services to the Company as Employee may in his or her sole discretion accept.
Any such consulting and advisory services and the conditions under which they
shall be performed shall be fully in keeping with the position or positions
Employee held under this Agreement. In the event of such election by Employee,
Employee shall receive a lump sum payment in the amount of 2.99 times Employee's
highest annual amount of compensation (including Base Salary and Additional
Benefits) during the preceding three fiscal years or 2.99 times the Employee's
Base Salary and Additional Benefits, including the full targeted amount of any
bonus or incentive agreement for the year in which the Employee's resignation or
discharge occurs, whichever is greater.
Notwithstanding anything to the contrary in this Agreement, the
amount of any such payments which constitute "parachute payments" as defined in
Section 280G of the Internal Revenue Code (the "Code") shall be limited, if
necessary, so that the maximum amount of such payments to the Employee shall be
one dollar ($1.00) less than the amount which would cause the payments to the
Employee to be subject to the excise tax imposed by Section 4999 of the Code.
For purposes of the foregoing provisions, a "Change in Control"
means, and shall be deemed to have taken place, if (1) any person or entity or
group of affiliated persons or entities, including a group which is deemed a
"person" by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities; or (2) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board cease for any reason to constitute at least a majority thereof, unless
the election, or the nomination for election by the Company's stockholders, of
each new Board member was approved by a vote of at least three-fourths (3/4) of
the Board members then still in office who were Board members at the beginning
of such period.
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8. CONFIDENTIAL INFORMATION.
Employee acknowledges that the nature of Employee's engagement by
the Company is such that Employee shall have access to information of a
confidential and/or trade secret nature which has great value to the Company and
which constitutes a substantial basis and foundation upon which the business of
the Company is based. Such information includes financial, manufacturing and
marketing data, techniques, processes, formulas, developmental or experimental
work, work in process, methods, trade secrets (including, without limitation,
customer lists and lists of customer sources), or any other secret or
confidential information relating to the products, services, customers, sales or
business affairs of the Company (the "Confidential Information"). Employee shall
keep all such Confidential Information in confidence during the term of this
Agreement and at any time thereafter and shall not disclose any of such
Confidential Information to any other person, except to the extent such
disclosure is (i) necessary to the performance of this Agreement and in
furtherance of the Company's best interests, (ii) required by applicable law,
(iii) lawfully obtainable from other sources, or (iv) authorized by the Company.
Upon termination of Employee's employment with the Company, Employee shall
deliver to the Company, or certify to the Company of the destruction of ,all
documents, records, notebooks, work papers, and all similar material containing
any of the foregoing information, whether prepared by Employee, the Company or
anyone else.
9. INVENTIONS AND PATENTS.
Except as may be limited by Section 2870 of the California Labor
Code, all inventions, designs, improvements, patents, copyrights and discoveries
conceived by Employee during the term of this Agreement which are useful in or
directly or indirectly related to the business of the Company or to any
experimental work carried on by the Company, shall be the property of the
Company. Employee will promptly and fully disclose to the Company all such
inventions, designs, improvements, patents, copyrights and discoveries (whether
developed individually or with other persons) and shall take all steps necessary
and reasonably required to assure the Company's ownership thereof and to assist
the Company in protecting or defending the Company's proprietary rights therein.
Employee acknowledges hereby receipt of written notice from the
Company pursuant to California Labor Code Section 2872 that this Agreement (to
the extent it requires an assignment or offer to assign rights to any invention
of Employee) does not apply fully to an invention which qualifies fully under
California Labor Code Section 2870.
10. NON-COMPETITION.
In order to protect the Confidential Information, Employee agrees
that during the term of Employee's employment, and for a period of one year
thereafter, Employee shall not, directly or indirectly, whether as an owner,
partner, shareholder, agent, employee, creditor, or otherwise, promote,
participate or engage in any activity or other business competitive with the
Company's business in any jurisdiction in which the Company operates at the time
of such termination if such activity or other business involves any use by the
Employee of any of the Confidential Information.
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11. NON-SOLICITATION OF CUSTOMERS.
Employee agrees that for a period of one year after the
termination of employment with the Company, Employee will not, on behalf of
Employee or on behalf of any other individual, association or entity, call on
any of the customers of the Company for the purpose of soliciting or inducing
any of such customers to acquire (or providing to any of such customers) any
product or service provided by the Company, nor will Employee in any way,
directly or indirectly, as agent or otherwise, in any other manner solicit,
influence or encourage such customers to take away or to divert or direct their
business to Employee or any other person or entity by or with which Employee is
employed, associated, affiliated or otherwise related.
12. NONINTERFERENCE WITH EMPLOYEES.
In order to protect the Confidential Information, Employee agrees
that during the term hereof and for a period of one year thereafter, Employee
will not, directly or indirectly, solicit any employee of the Company to leave
such employment.
13. ASSISTANCE IN PATENT APPLICATIONS.
Employee agrees to assist the Company in obtaining United States
or foreign letters patent and copyright registrations covering inventions
assigned hereunder to the Company and that Employee's obligation to assist the
Company shall continue beyond the termination of Employee's employment but the
Company shall compensate Employee at a reasonable rate for time actually spent
by Employee at the Company's request with respect to such assistance. If the
Company is unable because of Employee's mental or physical incapacity or for any
other reason to secure Employee's signature to apply for or to pursue any
application for any United States or foreign letters patent or copyright
registrations covering inventions assigned to the Company, then Employee hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as Employee's agent and attorney-in-fact to act for and in Employee's
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 letters
patent or copyright registrations thereon with the same legal force and effect
as if executed by Employee. Employee hereby waives and quitclaims to the Company
any and all claims, of any nature whatsoever, which Employee now or hereafter
may have for infringement of any patent or copyright resulting from any such
application for letters patent or copyright registrations assigned hereunder to
the Company. Employee will further assist the Company in every way to enforce
any copyrights or patents obtained including, without limitation, testifying in
any suit or proceeding involving any of the copyrights or patents or executing
any documents deemed necessary by the Company, all without further consideration
but at the expense of the Company. If Employee is called upon to render such
assistance after the termination of Employee's employment, then Employee shall
be entitled to a fair and reasonable per diem fee in addition to reimbursement
of any expenses incurred at the request of the Company.
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14. INDEMNITY.
In addition to any other separate agreement with the Company
concerning indemnification, to the fullest extent permitted by applicable law
and the bylaws of the Company, as from time to time in effect, the Company shall
indemnify Employee and hold Employee harmless for any acts or decisions made in
good faith while performing services for the Company, and the Company shall use
its best efforts to obtain coverage for Employee (provided the same may be
obtained at reasonable cost) under any liability insurance policy or policies
now in force or hereafter obtained during the term of this Agreement that cover
other officers of the Company having comparable or lesser status and
responsibility. To the same extent, the Company will pay and, subject to any
legal limitations, advance all expenses, including reasonable attorneys' fees
and costs of court approved settlements, actually and necessarily incurred by
Employee in connection with the defense of any action, suit or proceeding and in
connection with any appeal thereon, which has been brought against Employee by
reason of Employee's service as an officer or agent of the Company.
15. REMEDIES.
The parties hereto agree that the services to be rendered by
Employee pursuant to this Agreement, and the rights and privileges granted to
the Company pursuant to this Agreement, are of a special, unique, extraordinary
and intellectual character, which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and that a breach by Employee of any of the terms of this Agreement will cause
the Company great and irreparable injury and damage. Employee hereby expressly
agrees that the Company shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach of this
Agreement by Employee. This Section 15 shall not be construed as a waiver of any
other rights or remedies which the Company may have for damages or otherwise.
16. SEVERABILITY.
If any provision of this Agreement is held to be unenforceable
for any reason, it shall be adjusted rather than voided, if possible, to achieve
the intent of the parties to the extent possible. In any event, all other
provisions of this Agreement shall be deemed valid and enforceable to the extent
possible.
17. SUCCESSION.
This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns and any such successor or assignee
shall be deemed substituted for the Company under the terms of this Agreement
for all purposes. As used herein, "successor" and "assignee" shall include any
person, firm, corporation or other business entity which at any time, whether by
purchase, merger or otherwise, directly or indirectly acquires the stock of the
Company or to which the Company assigns this Agreement by operation of law or
otherwise. The obligations and duties of Employee hereunder are personal and
otherwise not assignable. Employee's obligations and representations under this
Agreement will survive the termination of Employee's employment, regardless of
the manner of such termination.
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18. NOTICES.
Any notice or other communication provided for in this Agreement
shall be in writing and sent if to the Company to its principal executive office
at:
Xxxxx Instruments Corp.
0000 Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Phone: (000) 000-0000; Facsimile: (000) 000-0000
Attention: General Counsel
or at such other address as the Company may from time to time in writing
designate, and if to Employee at such address as Employee may from time to time
in writing designate. Each such notice or other communication shall be effective
(i) if given by telecommunication, when transmitted to the applicable number so
specified in (or pursuant to) this Section 18 and a verification of receipt is
received, (ii) if given by mail, three days after such communication is
deposited in the mails with first class postage prepaid, addressed as aforesaid
or (iii) if given by any other means, when actually delivered at such address.
19. ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties
relating to the subject matter hereof and supersedes any prior agreements,
undertakings, commitments and practices relating to Employee's employment by the
Company.
20. AMENDMENTS.
No amendment or modification of the terms of this Agreement shall
be valid unless made in writing and duly executed by both parties.
21. WAIVER.
No failure on the part of any party to exercise or delay in
exercising any right hereunder shall be deemed a waiver thereof or of any other
right, nor shall any single or partial exercise preclude any further or other
exercise of such right or any other right.
22. GOVERNING LAW.
This Agreement, and the legal relations between the parties,
shall be governed by and construed in accordance with the laws of the State of
California without regard to conflicts of law doctrines and any court action
arising out of this Agreement shall be brought in any court of competent
jurisdiction within the State of California, County of Orange.
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23. WAIVER OF JURY TRIAL.
THE COMPANY AND EMPLOYEE HEREBY AGREE TO WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT, THE EMPLOYMENT RELATIONSHIP BETWEEN THEM OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR SUCH
RELATIONSHIP. The scope of this waiver is intended to be all-encompassing of any
and all disputes that may be filed in any court or that relate to the subject
matter of this Agreement, including without limitation, contract claims, tort
claims, breach of duty claims, wrongful termination claims, claims for discharge
in violation of public policy, claims of discrimination and all other common law
and statutory claims, to the maximum extent permitted by law. The Company and
Employee each acknowledge that this waiver is a material inducement to enter
into this Agreement, that each has already relied on the waiver in entering into
this Agreement, and that each will continue to rely on the waiver in their
related future dealings. THE COMPANY AND EMPLOYEE FURTHER WARRANT AND REPRESENT
THAT EACH HAS HAD AN OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
SUCH OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT MODIFICATIONS TO OR EXTENSIONS OF THIS AGREEMENT.
In the event of arbitration or litigation, this Agreement may be filed as a
written consent to arbitration or to a trial by the court.
24. ARBITRATION.
Any dispute, controversy or claim arising out of or in respect to
this Agreement (or its validity, interpretation or enforcement), the employment
relationship or the subject matter hereof shall at the request of either party
be submitted to and settled by arbitration conducted before a single arbitrator
in Orange County, California in accordance with the Arbitration Rules of the
American Arbitration Association. The arbitration of such issues, including the
determination of any amount of damages suffered, shall be final and binding upon
the parties to the maximum extent permitted by law. The arbitrator in such
action shall not be authorized to change or modify any provision of this
Agreement. Judgement upon the award rendered by the arbitrator may be entered by
any court having jurisdiction thereof. The arbitrator shall award reasonable
expenses (including reimbursement of the assigned arbitration costs) to the
prevailing party upon application therefor.
25. WITHHOLDING.
All compensation payable hereunder, including salary and other
benefits, shall be subject to applicable taxes, withholding and other required,
normal or elected employee deductions.
26. COUNTERPARTS.
This Agreement and any amendment hereto may be executed in one or
more counterparts. All of such counterparts shall constitute one and the same
agreement and shall become effective when a copy signed by each party has been
delivered to the other party.
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27. HEADINGS.
Section and other headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
XXXXX INSTRUMENTS CORP.
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By
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Its
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EMPLOYEE
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[name]
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[address]
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