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EXHIBIT 10.18
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into as of
the day of 21st of August, 1996, by and between NOVATEL WIRELESS, INC., a
Delaware corporation, NOVATEL WIRELESS TECHNOLOGIES LTD. ("NWT"), an Alberta
corporation (NWI and NWT are collectively referred to in this Agreement as the
"Companies"), and XXXXXXX XXX: (the "Executive").
RECITALS
As of the date of this Agreement:
A. The Companies desire to employ Executive as their President and Chief
Operating Officer, and
B. Executive desires to accept employment with the Companies, on the
terms and conditions set forth in this Agreement.
AGREEMENT
1. ENGAGEMENT AND TERM
1.1 Commencing upon the effective date of this Agreement, the Companies
hereby employ Executive, and Executive hereby accepts such employment, to serve
in the capacity of President and Chief Operating Officer of NWI and NWT,
pursuant to the terms and conditions of this Agreement. Executive shall assume
the responsibilities, perform the duties; and exercise the powers as Chief
Operating Officer and President of the Companies, as set forth in the Companies'
respective bylaws, and such other duties as may be reasonably delegated to
Executive from time to time by the Companies' respective Boards of Directors or
Chief Executive Officers.
1.2 Executive shall report to the Chief Executive Officer ("CEO") of
each respective Company regarding the day to day operations of each Company, and
shall take direction from the Board of Directors of NWI with respect to
long-term and/or policy-related matters, such as operating policies and
strategic plans of the Companies.
1.3 The term of this Agreement shall continue from the effective date
hereof for a period of five (5) years (the "Term"), unless sooner terminated by
the Board of Directors of NWI or Executive as herein provided.
2. RELOCATION
2.1 The Companies shall not require Executive to relocate from Calgary,
Alberta without Executive's written consent.
2.2 NWI may request Executive to relocate from Calgary, Alberta, upon at
least 150 days' written notice of such request. If Executive consents to
relocate, the Companies shall reimburse him for all customary and reasonable
relocation expenses as mutually agreed upon between Executive and the Companies.
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2.3 Executive shall advise NWI's Board of Directors of his decision
regarding its relocation request no later than ninety (90) days prior to the
date by which Executive would be expected to relocate. If Executive does not
consent to relocate, NWI, at its option, may relieve Executive of his employment
with NWI without further liability or expense to NWI. However, Executive's
refusal to consent to relocate shall not constitute grounds by either party to
terminate Executive's employment as President and Chief Operating Officer of
NWT, and Executive shall continue in such position, without any reduction in
remuneration and benefits under this Agreement.
3. REMUNERATION
3.1 Commencing upon the effective date of this Agreement, the Companies
jointly agree to pay Executive, as basic remuneration for his services
hereunder, a fixed annual initial gross salary of no less than $187,440 (which
the Companies may increase from time to time) prorated for any period of less
than a full calendar year according to the number of days in such period. Such
compensation, including any increases, is referred to herein as Executive's
"Base Salary."
3.2 The Base Salary under section 3.1 shall be payable in arrears by two
(2) equal monthly installments (less all applicable deductions for all taxes,
including federal, provincial, state, and local taxes; insurance; pension; and
such further and other voluntary or required withholdings or deductions) on the
middle and last business day of every month of the Term or at other times as are
normal payroll disbursement periods for the Companies.
3.3 In addition to the Base Salary, Executive shall be entitled to an
annual performance incentive (the "Incentive") targeted to be thirty-three (33)
percent of the Base Salary, based on Executive's achievement of meeting
performance objectives for himself and the Companies as mutually established
annually by NWI's Board of Directors and Executive. In the event such
performance objectives are exceeded in any given year, the Incentive will be
adjusted upwards; in the event such performance objectives are not met in any
given year, the Incentive will be adjusted downwards. The Incentive shall be
payable within 30 days after completion of the Companies' annual financial
audit.
3.4 In addition to the Base Salary and the Incentive, Executive shall be
entitled to an additional amount equal to five percent of Executive's Base
Salary and Incentive (or any substitute for the Incentive pursuant to paragraph
3.5), payable in normal course along with other employees into a Registered
Retirement Savings Plan established by the Companies, such contribution not to
exceed Executive's annual contribution limit.
3.5 Upon adoption of an executive level employee performance incentive
plan by the Companies, the parties shall exercise their best efforts to
substitute such plan for the Incentive described in paragraph 33.
4. MEMBERSHIPS
4.1 The Companies shall reimburse Executive during the term of this
Agreement for the costs associated with joining and maintaining a membership
with the Winter Club for
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purposes of conducting business of the Companies, not to exceed $5,500 for
initiation fees and $350 for monthly membership dues.
4.2 At Executive's option, Executive may request that the Companies
reimburse him for the costs associated with joining and maintaining other club
memberships for purposes of conducting the Companies' business. After receipt of
such a request from Executive, the Board of Directors of NWI shall consider, in
good faith, reimbursing Executive for such costs.
4.3 The Companies shall pay for Executive's membership in the Institute
of Electrical & Electronic Engineers (IEEE) and the American institute of
Aeronautics & Astronautics (AIAA), in the aggregate not to exceed an annual cost
of $500, and such further and other professional memberships during the term of
this Agreement as the Companies deem necessary or desirable from time to time.
5. PROFESSIONAL DEVELOPMENT
5.1 The Companies shall reimburse Executive for the cost of tuition and
other reasonable course expenses associated with an Executive MBA program in
which Executive is currently enrolled in the University of Calgary, not to
exceed $20,000. The Companies shall also reimburse Executive for other
reasonable tuition or course-related expenses approved in advance in writing by
NWI's Board of Directors.
5.2 The Companies shall reimburse Executive for all reasonable expenses
associated with other courses or training approved in advance in writing by
NWI's Board of Directors.
6. TRAVEL AND EXPENSES
6.1 The Companies shall, within 15 business days of Executive's
submission of reasonably sufficient supporting documentation (to include
receipts, bills, and sales slips) in accordance with the Companies' relevant
policies and procedures, reimburse: Executive for Executive's reasonable
business expenses (including reasonable travel expenses) actually and properly
incurred by him in the course of performing his duties for the Companies.
7. BENEFITS
7.1 During the Term, Executive shall be entitled to participate in all
fringe benefits and plans in or to which management employees of the Companies
may, from time to time, be entitled to participate, including, without
limitation, the following:
(a) NWT shall make available to Executive group dental, medical,
pension (registered and unregistered), disability, and other plans from time to
time offered to other comparable executive employees.
(b) NWT shall provide Executive with an automobile commensurate with
the office and position of Executive for his use during the Term, and shall
reimburse Executive for all reasonable expenses incurred in the maintenance of
such vehicle.
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(c) Executive shall be entitled to an annual paid vacation in
accordance with the Companies' policy for executive level employees, including
carry forward of 14 vacation days from Executive's immediately preceding
employer.
(d) NWT shall provide Executive with life insurance coverage in an
amount comparable to any provided from time to time by NWT to other comparable
executive employees of the Companies, but not less than twice Executive's annual
Base Salary, provided that Executive demonstrates insurability as may be
required by the Companies' insurer. Such life insurance shall be payable to
beneficiaries designated by Executive, and shall be in addition to any key
person life insurance as the Companies may require. In the event the Companies
require key person life insurance, such insurance shall be funded by the
Companies, which shall designate the beneficiaries under such policies.
Executive shall reasonably cooperate with any efforts by the Companies to obtain
such key person life insurance.
(e) Such other benefits, if any, as the Companies may make available
to other similarly situated employees.
7.2 For purposes of application of benefits under this section,
Executive shall be credited with his time of service with NovAtel Communications
Ltd.
8. TERMINATION WITHOUT CAUSE
In the event Executive's employment under this Agreement is terminated
without cause (as defined in paragraph 9.1), Executive shall be entitled to
$250,000, payable in two equal lump sum installments (less applicable taxes and
withholdings) on the effective date of termination and six (6) months
thereafter, plus the continuance of all benefits identified in paragraph 7 of
this Agreement for a period of 12 months.
9. TERMINATION FOR CAUSE
9.1 NWI's Board of Directors may terminate immediately Executive's
employment for any of the following:
(a) Embezzlement or misappropriation of the Companies' funds by
Executive;
(b) Executive's conviction of or plea to any criminal offense
involving fraud or dishonesty, or which is likely to injure the Companies'
business or reputation;
(c) Intentionally or through gross negligence by Executive,
furnishing any information, reports, documents, or certificates which were false
or misleading; or
(d) Executive's commission of a material and non-trivial breach of
the terms of this Agreement, including, without limitation, Executive's material
neglect or failure to perform his duties hereunder.
9.2 NWI may terminate Executive's employment if Executive's mental or
physical condition, including alcohol and/or substance abuse, renders Executive
incapable of performing his duties under this Agreement in a manner reasonably
satisfactory to NWI's Board of Directors
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(provided such decision is not arbitrary and capricious) for a period of more
than ninety (90) days; however, the Companies shall continue to employ
Executive, without pay or other remuneration, if such employment is necessary
for the continuance of Executive's disability benefits.
9.3 In the event Executive's employment is terminated pursuant to
section 9.1 or 9.2, Executive shall receive only his Base Salary, accrued and
unpaid Incentive or other bonus (if any), and other benefits identified in
paragraph 7 of this Agreement prorated through Executive's last day of
employment.
9.4 NWI shall have the right to suspend Executive with full pay and
benefits for any period of time that NWI's Board of Directors deems, in the
exercise of its reasonable discretion, necessary and appropriate to investigate
Executive's conduct referred to in this section.
10. TERMINATION BY EXECUTIVE
10.1 Executive shall have the right to terminate his employment pursuant
to this Agreement without further liability hereunder (except that Executive
shall continue to abide by the restrictions in paragraphs 14 and 16 herein) upon
the occurrence of any one or more of the following events:
(a) If either of the Companies commit a material and non-trivial
breach of the terms of this Agreement; or
(b) If Executive gives sixty (60) days prior written notice to the
Companies.
10.2 In the event Executive terminates his employment pursuant to
paragraph 10.1(a), he shall be entitled to: (i) $250,000, payable in two equal
lump sum installments (less applicable taxes and withholdings) on the effective
date of termination and six (6) months thereafter; (ii) the Incentive prorated
for any period of: less than a full year; and (iii) continuance of all benefits
identified in paragraph 7 of this Agreement for a period of 12 months.
10.3 In the event Executive terminates his employment pursuant to
paragraph 10.1(b), Executive shall be entitled to receive only those payments
and benefits set forth in paragraph 9.3 of this Agreement.
11. TERMINATION UPON DEATH
In the event of death of Executive during the term of this Agreement
(`Including any renewal thereof), Executive's employment hereunder shall
terminate as of the date of Executive's death, and his estate or personal
representative shall be entitled to receive only those payments and benefits set
forth in paragraph 9.3 of this Agreement, prorated through the date of
Executive's death.
12. CHANGE OF CONTROL
12.1 For purposes of this section, a "Change of Control" means either of
the following events:
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(a) Any transaction or series of transactions as a result of which
any person, firm, corporation, or combination of persons, firms, or corporations
not dealing at arm's length within the meaning of the Income Tax Act [Canada]
(referred to herein as the "Successor"), acquires 50 percent or more of the
outstanding voting securities' of NWI or NWT; or
(b) The sale of 50 percent or more of NWI's assets to any purchaser
(also, referred to herein as the "Successor") under circumstances in which the
purchaser intends to carry on all or part of the business of NWT.
12.2 In the event of a Change of Control, the Companies shall pay
Executive a single lump sum of $125,000 (less applicable taxes and withholdings)
if Executive resigns from employment with the Companies, or the Successor within
30 days of the date of the Change of Control.
12.3 For purposes of this section, references to NWI or NWT includes
Successors.
13. DEFERRED PLAN
Any payments received pursuant to paragraphs 8, 10.2, 10.3, 12.2, or
17.1 of this Agreement may, at Executive's option, be deferred as a general
indebtedness of the Companies.
14. SECRECY AND NON-COMPETITION
14.1 All reports, manuals, memoranda, computer disks and tapes, and
other materials created by Executive or made available to Executive by the
Companies during the performance of his duties are the sole property of the
Companies. Executive agrees to use all such property exclusively for the
Companies' benefit and to return it, including any and all copies of such
materials, to the Companies in the event of the termination of his employment.
14.2 Executive will protect the Confidential Information of the
Companies, as defined below, from disclosure and will not divulge it, either
during or after his employment, to any person or entity not associated with the
Companies and entitled to receive such information. For purposes of this
Agreement; the term "Confidential Information" includes, but is not limited to,
non-public information, whether in tangible form or otherwise, concerning
technology owned by the Companies, whether a "trade secret," or patented, or
not; business and marketing plans; past; present, and prospective customer
identities, lists, credit information, and purchasing patterns; pricing and
marketing policies and practices; financial information; acquisition and
strategic plans; and other operating policies and practices.
14.3 Executive shall not, during the term of this Agreement (including
any renewal thereof) and for a period of 12 months thereafter, directly,
indirectly, or through any other person, firm, corporation, or entity:
(a) be employed by, carry on, consult with, or provide any
information to, any other business in competition with the Companies or any of
its subsidiaries anywhere in Canada or the United Status; or
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(b) call upon any client or prospective client of the Companies for
the purpose of soliciting, servicing, or selling to such client or prospective
client any products, systems, or services provided by the Companies; or
(c) solicit, divert, or take away any client of the Companies; or
(d) solicit any employee or consultant of the Companies to
terminate his or her relationship with the Companies, or hire or attempt to hire
any such employee or consultant to work with any entity engaged in competition
with the Companies.
Such restrictions survive this Agreement regardless (of whether
Executive's employment hereunder is terminated by the Companies with or without
cause, or by Executive for any reason.
14.4 Executive represents and agrees that he has read and understands
this Secrecy and Non-Competition part of the Agreement and that he is entering
into this Agreement voluntarily.
14.5 If any portion of this "Secrecy and Non-Competition" section shall
be determined to be invalid or unenforceable to any extent, the parties to this
Agreement authorize the court to modify it to the maximum extent necessary to
make this section enforceable; however, if the court for any reason declines to
modify this section, the parties agree to select and authorize a mutually
agreeable arbitrator to modify it to the extent necessary to make the provision
enforceable, and authorize a court of competent jurisdiction to enforce this
section, as so modified.
14.6 Executive understands that if he violates this Secrecy and
Non-Competition agreement, the Companies will suffer irreparable harm for which
there is no adequate remedy at law; therefore, in addition to any other remedies
available to the Companies, the Companies shall be entitled to seek and obtain
injunctive relief, including orders prohibiting violations of this Secrecy and
Non-Competition agreement. The failure by the Companies to insist on Executive's
compliance with this provision or enforce in any particular circumstance will
not constitute a waiver by the Companies of the right to seek relief for any
other or subsequent breach of this provision.
15. DUTIES
15.1 Executive shall, during the term of this Agreement, devote
substantially all of his time and attention to the businesses of the Companies,
and shall fully and faithfully perform, to the best of his abilities, all duties
reasonably assigned to him by the Companies' respective CEOs and Boards of
Directors.
15.2 Subject to section 15.1, Executive shall be entitled to (i) invest
in any business, enterprise, or undertaking, directly or indirectly, for his own
account or on behalf of or in conjunction with any person, firm, or corporation
(or, with the written consent of NWI's Board of Directors, serve as an officer,
director, or partner in the same, provided that such service does not involve
participating in the ongoing operations of the business, enterprise, or
undertaking, and appropriate liability coverage is maintained), or (ii) engage
in, endorse, or associate himself with any political, religious, or charitable
activities, organizations, or associations. With regard to any of the foregoing
activities, Executive shall refrain from any activity which might interfere
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with the performance of his obligations and duties under this Agreement or give
rise to a conflict of interest.
15.3 The Companies agree to indemnify and hold a harmless against all
costs, charges, expenses, suits, actions, causes of action, loss add damages,
including any amount paid to settle any action or satisfy any Judgment,
reasonably mired by Executive as a result of any civil, criminal, or
administrative action or proceeding to which he is made a party by reason of any
act or failure to act in the course and scope of his employment with the
Companies, provided:
(a) The act or omission was in good faith, non-negligent, and for
the sole benefit of the Companies; and
(b) In the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds for
believing his conduct was lawful.
The indemnity contained in this section shall extend final the effective
date of this Agreement to a date which is ten (l0) years following the date and
which Executive ceases to be employed by the Companies. The Companies shall
acquire reasonable and proper insurance to enable them to satisfy their
obligations herein.
16. ASSIGNMENT OF INVENTIONS
16.1 Any and all inventions, discoveries, developments, designs, and/or
improvements, whether or not patentable (collectively, "Inventions"), and any
and all works of authorship, whether or not copyrightable (collectively,
"Works"), and air and all trademarks, servicemarks, trade names, and service
names (collectively, "Marks"), conceived, developed, or reduced to practice,
alone or with others, or `caused to be conceived, developed, or reduced to
practice, during Executive's term of employment with the Companies and either.
(a) resulting from any work performed by Executive for the
Companies; or
(b) relating to the actual, contemplated, or foreseeable business
of the Companies; or
(c) during Executive's working hours for the Companies or utilizing
the Companies' facilities, materials, or proprietary information, .
will be and remain the sole and exclusive intellectual property of the
Companies. Executive agrees to and hereby assigns all tight, title, and interest
in and to each Invention, Work (including copyrights therein), and Xxxx to the
Companies, free of any compensation to Executive beyond the compensation paid to
Executive as an employee of the Companies.
16.2 It will be presumed, absent presentation of sufficient evidence to
the Companies to satisfactorily rebut the presumption, that all Inventions,
Works, and Marks conceived, made, or reduced to practice, or prepared or
developed (as the case may be) by Executive, alone or with others, in the six
month period immediately following Executive's term of employment with the
Companies, which relate to the actual, contemplated, or foreseeable business of
the Companies, were made ding the term of employment of Executive with the
Companies.
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16.3 Executive will promptly make full written disclosure to the
Companies and to hold in trust for the sole right, benefit, and use of the
Companies, all inventions, Works, and Marks. Upon the Companies' request,
whether dazing or after the term of Executive's employment with the Companies,
Executive will cooperate with the Companies' intellectual property counsel to
prepare, review, execute, acknowledge, and deliver such applications) for the
protection of the Invention, Work, or Xxxx, as the case may be, as the Companies
may deem necessary or desirable to secure such protection, will assist the
Companies or its counsel in the prosecution of each such application, and will
execute such documents as the Companies or its counsel may deem necessary or
desirable to perfect the assignment of all right, title, and interest in and to
the respective Invention, Work, or Xxxx throughout the world to the Companies,
including the tight to file application(s) for protection in all countries in
the world, and to file for continuations, renewals, extensions, reissues,
registrations, and foreign counterparts, and maintenance thereof, and will
reasonably cooperate with the Companies in defending the validity or
enforceability of such protection. All of these acts will be performed on the
undemanding that the Companies will bear the reasonable and necessary expenses
actually incurred for performance of these acts, and, if performed after the
period of employment, that the Companies will pay Executive pro-rata at the per
diem rate of pay Executive last received in their employ, for the time actually
and necessarily spent for or in connection with the acts.
16.4 Executive agrees that any copyrights in work produced by him during
his term of employment with the Companies which relate to past, present, or
foreseeable business products, developments, technology, or activities of the
Companies shall be the sole property of the Companies and Executive hereby
waives any and all of his "moral rights" pertaining to any of the Works
constituting the sole property of the Companies.
17. RENEWAL of TlLE AGREEMENT
No later than ninety (90) days before the expiration of the term of this
Agreement, the parties agree to exercise their reasonable best efforts to
conclude a new employment agreement. If the parries are unable to reach such an
agreement and Executive resigns, then Executive is entitled to, and the
Companies shall provide to Executive: (i) $ 250,000, payable in two equal
installments (less applicable taxes and withholdings) on the effective date of
termination and six (6) months thereafter, and (ii) all benefits identified in
paragraph 7 for a period of twelve (12) months following the expiration of this
Agreement.
18. REPRESENTATIONS AND WARRANTIES
The Companies represent and warrant to Executive that they:
(a) Are corporations duly incorporated, organized, validly existing, and
in good standing under the laws of Delaware (NWI) and Alberta (NWT)-
(b) Have full corporate power and authority to execute and deliver this
Agreement which constitutes its legal, valid, and binding obligations
enforceable in accordance with its terms and
(c) Are licensed to do business in all Jurisdictions in which they
presently carry on their business.
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19. INITIAL CAPITALIZATION AND THE COMPANIES' OPTION TO REPURCHASE STOCK
19.1 The parties understand and agree that Executive is eligible to
purchase 40,930 common stock shares in NWI at $1/share (U.S. Dollars) for
$40,930 (U.S. Dollars) and that Executive will not be eligible to purchase
shares pursuant to the offering of the $2,500,000 (U.S. Dollars) of "Follow-on
Shares" to the "Initial Investors," as those terms are defined in the Series A
Convertible Stock Purchase Agreement, notwithstanding that such subsequent
equity infusion will dilute Executive's interest in the: Companies.
19.2 Subject to the rights granted in various agreements between the
Companies and their preferred and common stock shareholders, Executive hereby
grants to NWI the exclusive right and option to purchase all shares of stock in
the Companies held by Executive in the event Executive's employment with the
Companies ceases pursuant to paragraphs 9.1 or 10.1(b) of this Agreement, upon
the terms and conditions set forth in paragraph 193. The Companies may elect to
exercise this option at any time within sixty (60) days after Executive's
employment with the Companies ceases by giving Executive written notice of such
election.
19.3 The price per share for Executive's stock in the Companies shall be
as follows:
(a) If Executive's employment ceases pursuant to paragraph 9.1:
$1(U.S. Dollars) per share.
(b) If Executive's employment ceases pursuant to paragraph 10.1(b),
the appraised value as determined by a mutually acceptable business appraiser.
20. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced in
accordance with the laws of the province of Alberta, Canada without regard to
the conflicts of laws principles of such province.
21. PARAGRAPH HEADINGS
The paragraph headings in this Agreement are for convenience only they
form no part of this Agreement and shall not affect its interpretation.
22. INVALIDITY
The provisions of this Agreement are independent of and severable from
each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or others of
them may be invalid or unenforceable in whole or in part.
23. EFFECTIVE DATE
This Agreement shall be effective as of the closing of the purchase
agreement for the PCP assets presently owned by NovAtel Communications Ltd: and
execution of related shareholder agreements.
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24. INCLUDED WORDS
Words importing the singular number include the plural and vice versa.
Where a term of expression is defined, derivations shall have corresponding
meanings.
25. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
26. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the employment of Executive by the Company, and
supersedes all prior and contemporaneous agreements and understandings,
inducements and conditions, express or implied, oral or written, with respect to
said employment. This Agreement may not be modified or amended other than by an
agreement in writing.
27. CONSTRUCTION
The parties hereto acknowledge; and agree that each part y bas
participated in the drafting of this Agreement and has had the opportunity to
have this document reviewed by the respective legal counsel for the parties
hereto and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be applied
to the interpretation of this Agreement No inference is favor of, or against,
any party shall be draws from the fact that one party bas drafted any portion
hereof.
28. CURRENCY
Except as otherwise specifically stated herein, all references in this
Agreement to dollars shall be to Canadian dollars.
29. NOTICES
All notices required or permitted to be given under this Agreement shall
be in writing and shall be deemed given when delivered in person, or foe (5)
business days after being mailed postage prepaid, registered with return receipt
requested, addressed as follows:
a. If to the Companies:
NWI
0000 0 Xxxxxx X.X.
Xxxxxxx, Xxxxxxx _
Xxxxxx X0X 0X0
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b. If to Executive:
Mr: Xxxxxxx Xxx
000 Xxxxxxxx Xxxxx X .X.
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Either party xxxx xxxxx the address to which communications or copies
are to be sent by goring notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.
30. NO WAIVER OF RIGHTS
Neither any failure nor any delay on the part of either party to
exercise any right, remedy, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege preclude any other or further exercise of the
same or of any other right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power or privilege with respect any occurrence be construed
as a waiver of such right, remedy, power or privilege with respect two any other
occurrence.
31. EXECUTION IN COUNTERPARTS
This Agreement map be executed in any amber of counterparts, each of
which shall be deemed to be as original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument: This Agreement shall become binding when one or mere counterparts
hereof, individually or taken together, shall bear the signatures of the parries
reflected hereon as the signatories.
32. ARBITRATION
Any dispute or disagreement awing out of this Agreement or claimed
breach, except that which involves a right to injunctive relief, shall be
resolved by arbitration is accordance with the Arbitration Act [Alberta], unless
the parties mutually agree otherwise. The award of the arbitrator shall be final
and binding, and judgment may be catered upon the Arbitrator's decision in any
court of competent jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the ______ day of ___________, 1996.
SIGNED, SEALER & DELIVERED in the presence of:
_____________________________________ /s/ XXXXXXX XXX
Witness ---------------------------------
XXXXXXX XXX
_____________________________________
Name
_____________________________________
Place of Residence
NOVATEL WIRELESS, INC. NOVATEL WIRELESS TECHNOLOGIES LTD
Per:/s/ Per:/s/
-------------------------------- -----------------------------
Per:________________________________ Per:_____________________________
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