EXHIBIT 10.12
CERBCO, Inc.
INSITUFORM EAST, INCORPORATED
SEVERANCE AGREEMENT
AGREEMENT dated as of the 13th day of April, 2001 by and between
Insituform East, Incorporated, a Delaware corporation (the "Company"), and
Xxxxxx X. Xxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company shall have the continued dedication of the Executive
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below);
NOW, THEREFORE, it is hereby agreed as follows:
ARTICLE I
CERTAIN DEFINITIONS
As used in this Agreement, the following capitalized terms shall have
the meanings set forth below:
(a) The term "Accrued Obligations" shall mean the sum of the amounts
described in clauses (1), (2), and (3) of Paragraph (b)(i)(x) of Article II
hereof.
(b) The term "Affiliate" shall mean any person controlling, controlled
by or under common control with the subject referenced.
(c) The term "Annual Base Salary" shall mean an amount equal to twelve
times the highest monthly base salary paid or payable, including any base salary
which has been earned but deferred, to the Executive by the Company or its
Affiliates in respect of the twelve-month period immediately preceding the month
in which the Effective Date occurs, or, if higher, the twelve-month period
immediately preceding the month in which the Date of Termination occurs.
(d) The term "Annual Bonus" shall mean the annual bonus paid or
payable, including any bonus or portion thereof which has been earned but
deferred (and annualized for any fiscal year consisting of less than twelve full
months or during which the Executive was employed for less than twelve full
months), for the most recently completed fiscal year prior to the Effective
Date, or, if higher, for the most recently completed fiscal year prior to the
Date of Termination.
(e) The term "Business Combination" shall have the meaning as set forth
in Section 203 of the Delaware General Corporation Law as of the date hereof.
(f) The term "Cause" shall mean:
(i) the willful and continued failure of the Executive to perform
substantially the Executive's duties with the Company or any of its
Affiliates (other than any such failure resulting from incapacity due
to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board or the chief
executive officer of the Company which specifically identifies the
manner in which the Board or chief executive officer believes that the
Executive has not substantially performed the Executive's duties, or
(ii) the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the
Company; or
(iii) conviction of a crime (other than misdemeanor traffic
offenses).
For purposes hereof, no act or failure to act, on the part of the Executive,
shall be considered "willful" unless it is done, or omitted to be done, by the
Executive intentionally, or recklessly, in bad faith or without a reasonable
belief that the Executive's action or omission was in the best interests of the
Company. The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the Board, finding that, in the good faith
opinion of the Board, the Executive is guilty of the conduct described in
subparagraph (i) or (ii) immediately preceding.
(g) The term "Change of Control" shall apply to circumstances affecting
either the Company or its parent corporation, CERBCO, Inc., or both, and in
either or both cases shall mean:
(i) The acquisition by any Person of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) or
either (x) 50% or more of the combined voting power of all Outstanding
Voting Securities, or (y) 50% or more of the voting power of the
Outstanding Class B Common Stock; or
(ii) consummation of a Business Combination, in each case,
unless, following such Business Combination: (x) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly,
more than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of
directors of the entity resulting from such Business Combination
(including, without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets, either directly or through one or more
subsidiaries); or (y) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of 50% or more
of the voting power of the Outstanding Class B Common Stock
immediately prior to such Business Combination would be entitled to
elect a majority of directors of the entity resulting from such
Business Combination (including without limitation, an entity which as
a result of such transaction owns the Company or all or substantially
all of the Company's assets, either directly or through one or more
subsidiaries); or
(iii) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
(h) The term "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the third anniversary of the date
hereof.
(i) The term "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(j) The term "Date of Termination" shall mean: (i) if the Executive's
employment is terminated during the Protected Period by the Company for Cause,
or by the Executive for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be, (ii) if the
Executive's employment is terminated during the Protected Period by the Company
other than for Cause or Disability or by the Executive without Good Reason, the
Date of Termination shall be the date on which the Company or the Executive
notifies the other of such termination, and (iii) if the Executive's employment
is terminated during the Protected Period by reason of death or Disability, the
Date of Termination shall be the date of death of the Executive or the
Disability Effective Date, as the case may be.
(k) The term "Disability" shall mean the absence of the Executive from
the Executive's duties with the Company on a full-time basis for 180 consecutive
business days 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
and reasonably acceptable to the Executive or the Executive's legal
representative. In such event during the Protected Period, the Executive's
employment with the Company shall terminate effective on the Disability
Effective Date.
(1) The term "Disability Effective Date" shall mean the 30th day after
receipt by the Executive of Notice of Termination in the event of Disability.
(m) The term "Effective Date" shall mean the first date during the
Change of Control Period on which a Change of Control occurs. Anything in this
Agreement to the contrary notwithstanding, if a Change of Control occurs and if
the Executive's employment with the Company is terminated prior to the date on
which the Change of Control occurs, and if it is reasonably demonstrated by the
Executive that such termination of employment (i) was at the request of a third
party who has taken steps reasonably calculated to effect a Change of Control or
(ii) otherwise arose in connection with or anticipation of a Change of Control,
then for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment.
(n) The term "Exchange Act" shall mean the Securities Exchange Act of
1934.
(o) The term "Excise Tax" shall mean the excise tax imposed by Section
4999 of the Code and any interest or penalties incurred by the Executive with
respect to such excise tax.
(p) The term "Good Reason" shall mean:
(i) the assignment to the Executive during the Protected Period
of any duties inconsistent in any respect with the Executive's
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities at least
commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the 120-day
period immediately preceding the Effective Date, or any other action
by the Company during the Protected Period which results in a
diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive; or
(ii) the Company's requiring the Executive during the Protected
Period to be based at any office or location other than the Company's
corporate head office or the Company's requiring the Executive during
the Protected Period to travel on Company business to a substantially
greater extent than required immediately prior to the Effective Date;
or
(iii) any purported termination during the Protected Period by
the Company of the Executive's employment otherwise than for Cause.
For purposes hereof, any good faith determination of "Good Reason" made by the
Executive shall be conclusive. Anything in this Agreement to the contrary
notwithstanding, a termination by the Executive for any reason during the
earlier of the 30-day period immediately following the first anniversary of the
Effective Date, or (if the Effective Date has occurred) the 30-day period
immediately preceding the expiration of the Protected Period, shall be deemed to
be a termination for Good Reason for all purposes of this Agreement.
(q) The term "Gross-Up Payment" shall mean the additional payment
described under Paragraph (c) of Article III hereof.
(r) The term "Incumbent Board" shall mean the individuals who, as of
the date hereof, constitute the Board.
(s) The term "Noncompete Period" shall mean a period ending two years
after the Executive ceases to be employed by the Company in the event the
Executive voluntarily terminates employment during the Protected Period, except
for Good Reason (in which case the period shall be one year); or, a period
ending one year after the Executive ceases to be employed by the Company during
the Protected Period in the event the Executive's employment is terminated by
the Company, except for Cause (in which case the period shall be two years).
(t) The term "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving of such notice).
(t) The term "Other Benefits" shall mean the other amounts and benefits
described under clause (iv) of paragraph (b) of Article II hereof.
(u) The term "Outstanding Voting Securities" shall mean the then
outstanding voting securities of the Company including both the Company's shares
of Common Stock and the Company's shares of Class B Common Stock.
(v) The term "Payment" shall mean any payment or distribution by the
Company to or for the benefit of the Executive pursuant to the terms of this
Agreement (but determined without regard to any additional payments required
under Paragraph (c) of Article III).
(w) The term "Protected Period" shall mean the period from and after
any Change in Control through and including the expiration of the Change in
Control Period.
(x) The term "Person" shall mean any individual, entity or group
(within the meaning of Section 13 (d) (3) or 14 (d) (2) of the Exchange Act).
(y) The term "Welfare Benefit Plans" shall mean all welfare benefit
plans, practices, policies and programs provided by the Company and its
Affiliates (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company and its Affiliates, but in no event shall such plans,
practices, policies and programs provide the Executive with benefits which are
less favorable, in the aggregate, than the most favorable of such plans,
practices, policies and programs in effect for the Executive at any time during
the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its Affiliates.
ARTICLE II
OBLIGATIONS OF THE COMPANY UPON
TERMINATION DURING PROTECTED PERIOD
(a) Notice of Termination. Any termination during the Protected Period
by the Company for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto given in
accordance with Paragraph (a) of Article IV of this Agreement.
(b) Good Reason; Other Than for Cause, Death or Disability. If the
Company shall, during the Protected Period, terminate the Executive's employment
other than for Cause or Disability or the Executive shall, during the Protected
Period, terminate employment for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the
following amounts:
(x) The sum of (1) the Executive's actual base salary
through the Date of Termination to the extent not theretofore
paid, (2) the product of (x) the Annual Bonus as annualized from
the most recently closed quarter and (y) a fraction, the
numerator of which is the number of days in the current fiscal
year through the Date of Termination, and the denominator of
which is 365 and (3) any compensation previously deferred by the
Executive (together with any accrued interest or earnings
thereon) and any accrued vacation pay, in each case to the extent
not theretofore paid; and
(y) An amount equal to the sum of (x) the Annual Base Salary
and (y) the Annual Bonus as annualized from the most recently
closed period;
(ii) for one year after the Executive's Date of Termination, or
such longer period as may be provided by the terms of the appropriate
plan, program, practice or policy, the Company shall continue benefits
to the Executive and/or the Executive's family at least equal to those
which would have been provided to them under the Welfare Benefit Plans
if the Executive's employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and
its Affiliates and their families, provided, however, that if the
Executive becomes reemployed with another employer and is eligible to
receive medical or other welfare benefits under another employer
provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility;
(iii) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is
eligible to receive under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies.
(c) Death. If the Executive's employment is terminated during the
Protected Period by reason of the Executive's death, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for payment of Accrued Obligations and the
timely payment or provision of other Benefits. Accrued Obligations shall be paid
to the Executive's estate or beneficiary, as applicable, in a lump sum in cash
within 30 days of the Date of Termination. Other Benefits, as utilized in this
Paragraph (c), shall include, without limitation, and the Executive's estate
and/or beneficiaries shall be entitled to receive, benefits at least equal to
the most favorable benefits provided by the Company and its Affiliates to the
estates and beneficiaries of peer executives of the Company and such Affiliates
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and its Affiliates and
their beneficiaries.
(d) Disability. If the Executive's employment is terminated during the
Protected Period by reason of the Executive's Disability, this Agreement shall
terminate without further obligations to the Executive, other than for payment
of Accrued Obligations and the timely payment or provision of Other Benefits.
Accrued Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination. Other Benefits, as utilized in this
Paragraph (d), shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by the Company and its
Affiliates to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other peer executives and their families at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive and/or the Executive's family, as in effect at
any time thereafter generally with respect to other peer executives of the
Company and its Affiliates and their families.
(e) Cause; Other than for Good Reason. If the Executive's employment
shall be terminated during the Protected Period for Cause, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the Executive (x) his actual base salary through the Date of
Termination, (y) the amount of any compensation previously deferred by the
Executive, and (z) Other Benefits, in each case to the extent theretofore
unpaid. If the Executive voluntarily terminates employment during the Protected
Period, excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.
ARTICLE III
CERTAIN COVENANTS
(a) Non-Exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its Affiliates and
for which the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any contract or
agreement with the Company or any of its Affiliates, except that any and all
severance arrangements extended by the Company to the Executive and otherwise
applicable in the circumstances covered by this Agreement shall no longer
operate and shall be superseded by the provisions hereof.
(b) Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive or
others of the validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement).
(c) Certain Additional Payments by the Company.
(i) Except as set forth below, in the event it shall be
determined that any Payment would be subject to any Excise Tax, then
the Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes, including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto),
and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. Notwithstanding the foregoing provisions of
this Paragraph (c), if it shall be determined that the Executive is
entitled to a Gross-Up Payment, but that the Payments do not exceed
110% of the greatest amount that could be paid to the Executive such
that the receipt of Payments would not give rise to any Excise Tax,
then no Gross-Up Payment shall be made to the Executive and the
Payments, in the aggregate, shall be reduced to such greatest amount.
(ii) All determinations required to be made under this Paragraph
(c) shall be made by the Company's independent auditors, who shall
provide detailed supporting calculations both to the Company and the
Executive within 15 business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time as is
requested by the Company. All fees and expenses of the accounting firm
acting hereunder shall be borne solely by the Company. Any Gross-Up
Payment, as determined pursuant to this Paragraph (c), shall be paid
by the Company to the Executive within five days of the receipt of the
accounting firm's determination.
(iii) The Executive shall promptly notify the Company in writing
of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up Payment. If
the Company notifies the Executive in writing prior to the expiration
of 30 days after receipt of such notice that it desires to contest
such claim, the Executive shall: (A) give the Company any information
reasonably requested by the Company relating to such claim, and (B)
take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the
Company, provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest. Without
limitation on the foregoing provisions of this Paragraph (c), the
Company shall control all proceedings taken in connection with such
contest.
(d) Covenant Not to Compete During the Protected Period.
(i) In the event the Executive voluntarily terminates employment
except for Good Reason during the Protected Period, the Executive
agrees that, for a period (the "Noncompete Period") ending two years
after the Executive ceases to be employed by the Company, he will not,
excerpt with the express written consent of the Company, either
directly or indirectly, for himself or on behalf or in conjunction
with any other person, partnership, corporation or other entity, own,
maintain, engage in, render any services for, manage, have any
financial interest in, or permit his name to be used in connection
with (a) any pipeline rehabilitation business in any market in the
United States in which the Company or its subsidiaries are engaged or
have firm plans to enter within six months after the date that the
Executive's employment hereunder is terminated, or (b) any company
operating in the United States in which the Company or its
subsidiaries are process, subject matter, specialized equipment
operators or licensees of such company; provided, however, that
notwithstanding the foregoing such covenant shall not apply to the
Executive's ownership of up to 5% of the outstanding voting securities
of any publicly-held company which may be engaged in the pipeline
rehabilitation business. If the Executive voluntarily terminates for
Good Reason during the Protected Period, the Noncompete Period shall
end one year after the Executive ceases to be employed by the Company.
(ii) In the event the Executive's employment is terminated by the
Company for other than Cause during the Protected Period, the
Executive agrees that, for a period (the Noncompete Period") ending
one year after the Executive ceases to be employed, the Executive
shall be restricted as set forth in Article III, paragraphs (d)(i)(a)
and (d)(i)(b) above. If the Executive is terminated by the Company for
Cause during the Protected Period, the Noncompete Period shall end two
years after the Executive ceases to be employed by the Company.
(iii) If, at the time of enforcement of any provision of Article
III, paragraphs (d)(i) and (d)(ii) above, a court holds that the
restrictions stated therein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area.
(iv) In the even of a breach by the Executive of the provisions
of Article III, paragraphs (d)(i) and (d)(ii) above, the Company or
its successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violations of the provisions
thereof.
(v) The provisions of Article III, paragraphs (d)(i) and (d)(ii)
above are independent of any other noncompete restrictions applicable
to the Executive and shall be cumulative with any other such
noncompete restrictions.
(e) Notice of Voluntary Termination or Forfeiture of Stock Options. In
the event the Executive should at any time determine to voluntarily terminate
from the employ of the Company, Executive agrees to give the Company not less
than ninety days' written notice prior to the date of voluntary termination. In
the event that the Executive fails to give the Company at least ninety days'
written notice prior to the date of voluntary termination, Executive agrees to
forfeit the benefit of all Company stock options not previously vested and
exercised and, for any options exercised during the period of ninety days
preceding termination, Executive agrees to repay the Company within thirty days
of termination the economic benefits received from such exercise. The above
notice provision shall not be applicable under circumstances of voluntary
termination by the Executive for Good Reason during the Protected Period.
ARTICLE IV
MISCELLANEOUS
(a) Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
If to the Company:
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Attention: Corporate Secretary
With a copy to:
The Bayard Firm
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Esq.
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(b) Entire Agreement. This Agreement shall contain the entire agreement
of the parties with respect to the transactions contemplated hereby.
(c) Successors.
(i) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.
(ii) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
(iii) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to
assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or
otherwise.
(d) Governing Law; Captions; Amendments. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.
(e) Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(f) Withholding. The Company may withhold from any amounts payable
under this Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
(g) Term. This Agreement expires three years from the date hereof but
shall automatically extend for an additional, one-year, successive period on
each anniversary of the date hereof absent notice of termination of automatic
extension by either the Company or the Executive at least six months prior to
any anniversary. Each such extension, if affected, shall concomitantly extend by
one year the then-applicable three-year "Change of Control Period."
(h) No Waiver. Neither the Executive's nor the Company's failure to
insist upon strict compliance with any provision of this Agreement the failure
to assert any right the Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to terminate employment for Good
Reason, shall be deemed to be a waiver of such provision or right or any other
provision or right of or under this Agreement.
(i) Counterparts. This Agreement may be executed in counterparts, each
or which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
Executive:
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------------------------
Xxxxxx X. Xxxxxxx
CERBCO, Inc.
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------------------------
Xxxxxx X. Xxxxxxx, President
