Exhibit 10.7
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made in New York, New York
as of the 10th day of April, 2000, between Atlantic Technology Ventures, Inc. a
Delaware corporation having its executive offices and principal place of
business at 000 Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx (the "Company"), and
Xx. Xxxxxx Xxxxxx, an individual currently residing at 000, Xxxxxxxxx Xxxxxx,
Xxx Xxxx ("Executive").
WHEREAS, the Company desires to employ Executive, and
Executive desires to accept such employment on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree as follows:
1. Term.
The term of this Agreement shall be the three-year period
commencing on April 3, 2000 and ending on April 2, 2003 (the "Term").
2. Employment.
(a) Employment by the Company. Executive agrees to be
employed by the Company during the Term upon the terms and subject to the
conditions set forth in this Agreement. Executive shall serve as an executive of
the Company and shall have such duties as may be prescribed by the Board of
Directors and shall serve in such other and/or additional position(s) as the
Board of Directors may determine from time to time.
(b) Performance of Duties. Throughout the Term, Executive
shall faithfully and diligently perform Executive's duties in conformity with
the directions of the Board of Directors and serve the Company to the best of
Executive's ability. Until otherwise determined by the Board of Directors,
Executive shall have the title of Chief Executive Officer of the Company, and in
such capacity shall be principally responsible for the management of the Company
and shall report to the Board of Directors of the Company.
(c) Place of Performance. Executive shall be based
initially at the Company's offices in New York, New York or such other
location(s) in the greater New York area as the Company may determine.
Throughout the Term, Executive shall maintain Executive's personal residence
within reasonable access to Executive's place of employment.
3. Compensation and Benefits.
(a) Base Salary. The Company agrees to pay to Executive a
base salary ("Base Salary") at the annual rate of $125,000, payable in equal
installments consistent with the Company's payroll practices.
(b) Initial Bonus. Within thirty days after the execution
of this Agreement, the Company shall pay to Executive a bonus in the amount of
$25,000 in lieu of other compensation otherwise due Executive from the Company.
(c) Bonus. The Company shall pay to Executive an annual
bonus (the "Bonus") in an amount to be determined by Compensation Committee of
the Board of Directors in its discretion but in no event less than $25,000. In
addition, Executive shall be entitled to participate in any bonus or other
incentive programs as may be established by the Company.
(d) Other Bonuses. The Company shall continue to pay to
Executive the bonus referenced the October 31, 1999 minutes of the meeting of
the Compensation Committee of the Board of Directors in accordance with the
terms set by the Compensation Committee.
(e) Grant of Options and Terms Thereof.
(i) The Board of Directors has approved, and the
Company has granted to Executive, an option (the "Plan Option"), pursuant to the
Company's 1995 Stock Incentive Plan, to purchase one hundred thousand (100,000)
shares of the Company's common stock (the "Plan Option Shares"), subject to
vesting as set forth below. The exercise price for each Plan Option Share shall
be equal to the market value of a share of the Company's common stock on the
date of the grant of the Plan Option. The Plan Option Shares shall vest in four
equal installments, the first such installment to vest on the first day of the
Term and each subsequent installment to vest, respectively, on the first,
second, and third anniversary of the grant of the Plan Option, provided that
Executive is employed by the Company on each such vesting date. All other terms
(including exercisability) of the Plan Option shall be governed by the Company's
Stock Incentive Plan, as well as the applicable option agreement to be entered
into pursuant to the terms of such plan.
(ii) In order to induce Executive to enter into this
Agreement, the Board of Directors has approved, and the Company has granted to
Executive, an option (the "Non-Plan Option") to purchase twenty-five thousand
(25,000) shares of the Company's common stock (the "Non-Plan Option Shares"),
subject to vesting as set forth below. The exercise price for each Non-Plan
Option Share shall be equal to the market value of a share of the Company's
common stock on the date of the grant of the Non-Plan Option. The Non-Plan
Option Shares shall vest in four equal installments, the first such installment
to vest on the first day of the Term and each subsequent installment to vest,
respectively, on the first, second, and third anniversary of the grant of the
Non-Plan Option, provided that Executive is employed by the Company on each such
vesting date. All other terms (including exercisability) of the Non-Plan Option
shall be governed by the applicable option agreement to be entered into by the
Company and Executive and shall otherwise be subject to the terms set forth in
the Company's 1995 Stock Incentive Plan, it being recognized that the Non-Plan
Option has not been granted under such plan.
(f) Benefits and Perquisites. Executive shall be entitled
to participate in, to the extent Executive is otherwise eligible under the terms
thereof, the benefit plans and programs, and receive the benefits and
perquisites, generally provided to executives of the same
2
level and responsibility as Executive, including without limitation family
medical insurance and life insurance (subject to applicable employee
contributions). Executive shall be entitled to four weeks of vacation per year.
(g) Travel and Business Expenses. Upon submission of
itemized expense statements in the manner specified by the Company, Executive
shall be entitled to reimbursement for reasonable travel and other reasonable
business expenses duly incurred by Executive in the performance of Executive's
duties under this Agreement in accordance with the policies and procedures
established by the Company from time to time for executives of the same level
and responsibility as Executive.
(h) Waiver of Compensation for Board Service. Executive
waives any right to receive additional compensation in respect of service as a
director of the Company or a member of any committees of the Board of Directors,
and agrees that the consideration set forth in this Agreement shall constitute
compensation for such services as may be requested of Executive by the Company.
(i) No Other Compensation or Benefits; Payment. The
compensation and benefits specified in this Section 3 and in Section 4 of this
Agreement shall be in lieu of any and all other compensation and benefits.
Payment of all compensation and benefits to Executive hereunder shall be made in
accordance with the relevant Company policies in effect from time to time to the
extent the same are consistently applied, including normal payroll practices,
and shall be subject to all applicable employment and withholding taxes and
other withholdings.
(j) Cessation of Employment. In the event Executive shall
cease to be employed by the Company for any reason, then Executive's
compensation and benefits shall cease on the date of such event, except as
otherwise provided herein or in any applicable employee benefit plan or program.
4. Termination of Employment.
(a) Termination. The Company may terminate Executive's
employment for Cause (as defined below) or for any breach of this Agreement, in
which case the provisions of Section 4(b) of this Agreement shall apply. The
Company may also terminate Executive's employment in the event of Executive's
Disability (as defined below), in which case the provisions of Section 4(c) of
this Agreement shall apply. The Company may also terminate the Executive's
employment for any other reason by written notice to Executive, in which case
the provisions of Section 4(d) of this Agreement shall apply. If Executive's
employment is terminated by reason of Executive's death, retirement or voluntary
resignation, the provisions of Section 4(b) of this Agreement shall apply.
(b) Termination for Cause; Termination by Reason of Death
or Retirement or Voluntary Resignation. In the event that Executive's employment
hereunder is terminated during the Term (x) by the Company for Cause (as defined
below), (y) by reason of Executive's death or retirement or (z) by reason of
Executive's voluntary resignation, then the Company shall pay to Executive only
the Base Salary through such date of termination. For purposes of this
Agreement, "Cause" shall mean (i) conviction of any crime (whether or not
3
involving the Company) constituting a felony in the jurisdiction involved; (ii)
engaging in any substantiated act involving moral turpitude; (iii) engaging in
any act which, in each case, subjects, or if generally known would subject, the
Company to public ridicule or embarrassment; (iv) gross neglect or misconduct in
the performance of Executive's duties hereunder; (v) willful failure or refusal
to perform such duties as may reasonably be delegated to Executive; or (vi)
material breach of any provision of this Agreement by Executive; provided,
however, that with respect to clauses (iv), (v) or (vi), Executive shall have
received written notice from the Company setting forth the alleged act or
failure to act constituting "Cause" hereunder, and Executive shall not have
cured such act or refusal to act within 10 business days of his actual receipt
of notice.
(c) Disability. If, as a result of Executive's incapacity
due to physical or mental illness, Executive shall have been absent from
Executive's duties hereunder on a full time basis for either (i) one hundred
twenty (120) days within any three hundred sixty-five (365) day period, or (ii)
ninety (90) consecutive days, the Company may terminate Executive's employment
hereunder for "Disability". In that event, the Company shall pay to Executive
only the Base Salary through such date of termination. During any period that
Executive fails to perform Executive's duties hereunder as a result of
incapacity due to physical or mental illness (a "Disability Period"), Executive
shall continue to receive the compensation and benefits provided by Section 3 of
this Agreement until Executive's employment hereunder is terminated; provided,
however, that the amount of compensation and benefits received by Executive
during the Disability Period shall be reduced by the aggregate amounts, if any,
payable to Executive under disability benefit plans and programs of the Company
or under the Social Security disability insurance program.
(d) Termination By Company For Any Other Reason. In the
event that Executive's employment hereunder is terminated by the Company during
the Term for any reason other than as provided in Section 4(b) or 4(c) of this
Agreement, then the Company shall pay to Executive the Base Salary through such
date of termination and, in lieu of any further compensation and benefits for
the balance of the Term, severance pay equal to the Base Salary that Executive
would have otherwise received during the period beginning on such date of
termination and ending on the earlier of (i) six (6) months from the effective
date of such termination and (ii) the last day of the Term, which severance pay
shall be paid commencing with such date of termination at the times and in the
amounts such Base Salary would have been paid. Notwithstanding anything to the
contrary contained herein, in the event that Executive shall breach Section 5 or
6 of this Agreement, in addition to any other remedies the Company may have in
the event Executive breaches this Agreement, the Company's obligation pursuant
to this Section 4(d) to continue such salary shall cease and Executive's rights
thereto shall terminate and shall be forfeited.
(e) No Further Liability; Release. Payment made and
performance by the Company in accordance with this Section 4 shall operate to
fully discharge and release the Company and its directors, officers, employees,
subsidiaries, affiliates, stockholders, successors, assigns, agents and
representatives from any further obligation or liability with respect to
Executive's employment and termination of employment. Other than paying
Executive's Base Salary through the date of termination of Executive's
employment and making any severance payment pursuant to and in accordance with
this Section 4 (as applicable), the Company and its
4
directors, officers, employees, subsidiaries, affiliates, stockholders,
successors, assigns, agents and representatives shall have no further obligation
or liability to Executive or any other person under this Agreement. The Company
shall have the right to condition the payment of any severance pursuant to this
Section 4 upon the delivery by Executive to the Company of a release in form and
substance satisfactory to the Company of any and all claims Executive may have
against the Company and its directors, officers, employees, subsidiaries,
affiliates, stockholders, successors, assigns, agents and representatives
arising out of or related to Executive's employment by the Company and the
termination of such employment.
5. Noncompetition.
(a) No Conflict; No Other Employment. During the period of
Executive's employment with the Company, Executive shall not engage in any
activity which conflicts or interferes with or derogates from the performance of
Executive's duties hereunder.
(b) No Competition. Executive recognizes the highly
competitive nature of the Company's business and that Executive's position with
the Company and access to and use of the Company's confidential records and
proprietary information renders Executive special and unique. Without limiting
the generality of the provisions of Section 2(b) or 5(a) of this Agreement,
during the Term and for a period of one year after the termination of
Executive's employment with the Company for any reason, Executive shall not,
directly or indirectly, own, manage, operate, join, control, participate in,
invest in or otherwise be connected or associated with, in any manner, including
as an officer, director, employee, independent contractor, stockholder, member,
partner, consultant, advisor, agent, proprietor, trustee or investor, any
Competing Business located in the United States; provided, however, that
ownership of 2% or less of the stock or other securities of a corporation, the
stock of which is listed on a national securities exchange or is quoted on The
Nasdaq Stock Market, shall not constitute a breach of this Section 4, so long as
Executive does not in fact have the power to control, or direct the management
of, or is not otherwise associated with, such corporation.
For purposes hereof, the term "Competing Business" shall mean
any business or venture which, directly or indirectly, engages in a business
that competes with the business of any Related Entity. The term Related Entity
shall include all operating subsidiaries of the Company and all other business
entities in which the Company has an ownership interest, together with all
affiliates thereof.
(c) No Solicitation of Employment. During the Term and for
a period of two years thereafter, Executive shall not solicit or encourage any
employee of the Company or any Related Entity to leave the Company or such
Related Entity for any reason, nor assist any business in doing so, nor employ
such an employee in a Competing Business or any other business.
(d) Company Customers. Executive shall not, during the Term
and for a period of one year thereafter, except as required by the Company in
the performance by Executive of his duties under this Agreement, directly or
indirectly, on behalf of a Competing Business, contact, solicit or do business
with any "customers" (as defined below) of any Related Entity for the purpose of
selling or licensing any product, service, or technology then sold or
5
licensed by such Related Entity the Company or proposed to be sold or licensed
by such Related Entity. For the purposes of the provisions of this Section 5(d),
"customer" shall include any entity that, within two years prior to the
termination of Executive's employment hereunder, purchased or licensed any
product, service, or technology from such Related Entity. The term "customer"
also includes any former customer or potential customer of a Related Entity
which the Related Entity has solicited within two years prior to the termination
of Executive's employment hereunder for the purpose of selling or licensing any
product, service, or technology then sold or licensed by the Company or proposed
to be sold or licensed.
(e) Executive understands that the provisions of this Section 5
may limit his ability to earn a livelihood in a business that competes with the
business of the Related Entities but nevertheless agrees and hereby acknowledges
that the consideration provided under this Agreement is sufficient to justify
the restrictions contained in such provisions. In consideration thereof and in
light of Executive's education, skills and abilities, Executive agrees that he
will not assert in any forum that such provisions prevent him from earning a
living or otherwise are void or unenforceable or should be held void or
unenforceable.
6. Confidential Information.
(a) Existence of Confidential Information. The Company and each
Related Entity owns and has developed and compiled, and will develop and
compile, certain proprietary techniques and confidential information which have
great value to its business (referred to in this Agreement, collectively, as
"Confidential Information"). Confidential Information includes not only
information disclosed by the Company or any Related Entity to Executive, but
also information developed or learned by Executive during the course or as a
result of employment with the Company, which information shall be the property
of the Company or the applicable Related Entity. Confidential Information
includes all information that has or could have commercial value or other
utility in the businesses in which the Company or any Related Entity is engaged
or contemplates engaging, and all information of which the unauthorized
disclosure could be detrimental to the interests of the Company or any Related
Entity, whether or not such information is specifically labeled as Confidential
Information by such entity. By way of example and without limitation,
Confidential Information includes any and all information developed, obtained,
licensed by or to or owned by the Company or any Related Entity concerning trade
secrets, techniques, know-how (including designs, plans, procedures,
merchandising, marketing, distribution and warehousing know-how, processes, and
research records), software, computer programs and designs, development tools,
all proprietary property, and any other intellectual property created, used or
sold (through a license or otherwise) by the Company or a Related Entity,
electronic data information know-how and processes, innovations, discoveries,
improvements, research, development, test results, reports, specifications,
data, formats, marketing data and plans, business plans, strategies, forecasts,
unpublished financial information, orders, agreements and other forms of
documents, price and cost information, merchandising opportunities, expansion
plans, budgets, projections, customer, supplier, licensee, licensor and
subcontractor identities, characteristics, agreements and operating procedures,
and salary, staffing and employment information.
(b) Protection of Confidential Information. Executive
acknowledges and agrees that in the performance of Executive's duties hereunder
the Company and the Related
6
Entities may disclose to and entrust Executive with Confidential Information
which is the exclusive property of such entities and which Executive may possess
or use only in the performance of Executive's duties to the Company. Executive
also acknowledges that Executive is aware that the unauthorized disclosure of
Confidential Information, among other things, may be prejudicial to the
Company's interests or those of a Related Entity, an invasion of privacy and an
improper disclosure of trade secrets. Executive shall not, directly or
indirectly, use, make available, sell, disclose or otherwise communicate to any
corporation, partnership or other entity, individual or other third party, other
than in the course of Executive's assigned duties and for the benefit of the
Company, any Confidential Information, either during the Term or thereafter. In
the event Executive desires to publish the results of Executive's work for or
experiences with the Company or any Related Entity through literature,
interviews or speeches, Executive will submit requests for such interviews or
such literature or speeches to the Chief Executive Officer of the Company at
least fourteen (14) days before any anticipated dissemination of such
information for a determination of whether such disclosure is in the best
interests of the Company, including whether such disclosure may impair trade
secret status or constitute an invasion of privacy. Executive agrees not to
publish, disclose or otherwise disseminate such information without the prior
written approval of the Chief Executive Officer of the Company.
(c) Delivery of Records, Etc. In the event Executive's
employment with the Company ceases for any reason, Executive will not remove
from the Company's premises without its prior written consent any records
(written or electronic), files, drawings, documents, equipment, materials and
writings received from, created for or belonging to the Company or any Related
Entity, including those which relate to or contain Confidential Information, or
any copies thereof. Upon request or when employment with the Company terminates,
Executive will immediately deliver the same to the Company.
7. Assignment and Transfer.
(a) Company. This Agreement shall inure to the benefit of and
be enforceable by, and may be assigned by the Company to, any purchaser of all
or substantially all of the Company's business or assets, any successor to the
Company or any assignee thereof (whether direct or indirect, by purchase,
merger, consolidation or otherwise).
(b) Executive. Executive's rights and obligations under this
Agreement shall not be transferable by Executive by assignment or otherwise, and
any purported assignment, transfer or delegation thereof shall be void;
provided, however, that if Executive shall die, all amounts then payable to
Executive hereunder shall be paid in accordance with the terms of this Agreement
to Executive's devisee, legatee or other designee or, if there be no such
designee, to Executive's estate.
8. Miscellaneous.
(a) Other Obligations. Executive represents and warrants that
neither Executive's employment with the Company nor Executive's performance of
Executive's obligations hereunder will conflict with or violate or otherwise are
inconsistent with any other obligations, legal or otherwise, which Executive may
have. Executive covenants that he shall
7
perform his duties hereunder in a professional manner and not in conflict or
violation, or otherwise inconsistent with other obligations legal or otherwise,
which Executive may have.
(b) Nondisclosure; Other Employers. Executive will not disclose
to the Company, or use, or induce the Company to use, any proprietary
information, trade secrets or confidential business information of others.
Executive represents and warrants that Executive does not possess any property,
proprietary information, trade secrets and confidential business information
belonging to all prior employers.
(c) Cooperation. Following termination of employment with the
Company for any reason, Executive shall cooperate with the Company, as requested
by the Company, to affect a transition of Executive's responsibilities and to
ensure that the Company is aware of all matters being handled by Executive.
(d) No Duty to Mitigate. Executive shall be under no duty to
mitigate any losses or damage to the Company with respect to any severance or
other amounts payable pursuant to Section 4 of this Agreement.
(e) Protection of Reputation. During the Term and thereafter,
Executive agrees that he will take not action which is intended, or would
reasonably be expected, to harm the Company or its reputation or which would
reasonably be expected to lead to unwanted or unfavorable publicity to the
Company.
(f) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to principles of the conflict of laws thereof.
(g) Jurisdiction; Forum. Each party hereto consents and submits to the
jurisdiction of any state or federal court sitting in the State, City, and
County of New York in connection with any dispute arising out of or relating to
this Agreement. Each party hereto waives any objection to the laying of venue in
such courts and any claim that any such action has been brought in an
inconvenient forum. To the extent permitted by law, any judgment in respect of a
dispute arising out of or relating to this Agreement may be enforced in any
other jurisdiction within or outside the United States by suit on the judgment,
a certified copy of such judgment being conclusive evidence of the fact and
amount of such judgment.
(h) Waiver of Jury Trial. Each of the parties hereto
irrevocably waives any and all right to trial by jury with respect to any
action, claim or other proceeding arising out of or relating to this Agreement.
(i) Entire Agreement. This Agreement (including all exhibits
and schedules hereto) contains the entire agreement and understanding between
the parties hereto in respect of Executive's employment and supersedes, cancels
and annuls any prior or contemporaneous written or oral agreements,
understandings, commitments and practices between them respecting Executive's
employment, including all prior employment agreements, if any, between the
Company and Executive, which agreement(s) hereby are terminated and shall be of
no further force or effect.
8
(j) Amendment. This Agreement may be amended only by a writing
which makes express reference to this Agreement as the subject of such amendment
and which is signed by Executive and, on behalf of the Company, by its duly
authorized officer.
(k) Severability. If any term, provision, covenant or condition
of this Agreement or part thereof, or the application thereof to any person,
place or circumstance, shall be held to be invalid, unenforceable or void by a
court of competent jurisdiction, the remainder of this Agreement and such term,
provision, covenant or condition shall remain in full force and effect, and any
such invalid, unenforceable or void term, provision, covenant or condition shall
be deemed, without further action on the part of the parties hereto, modified,
amended and limited, and the court shall have the power to modify, to the extent
necessary to render the same and the remainder of this Agreement valid,
enforceable and lawful. In this regard, Executive acknowledges that the
provisions of Sections 5 and 6 of this Agreement are reasonable and necessary
for the protection of the Company.
(l) Construction. The headings and captions of this Agreement
are provided for convenience only and are intended to have no effect in
construing or interpreting this Agreement. The language in all parts of this
Agreement shall be in all cases construed according to its fair meaning and not
strictly for or against the Company or Executive. The use herein of the word
"including," when following any general provision, sentence, clause, statement,
term or matter, shall be deemed to mean "including, without limitation." As used
herein, "Company" shall mean the Company and its subsidiaries and any purchaser
of, successor to or assignee (whether direct or indirect, by purchase, merger,
consolidation or otherwise) of all or substantially all of the Company's
business or assets which is obligated to perform this Agreement by operation of
law, agreement pursuant to Section 7 of this Agreement or otherwise. As used
herein, the words "day" or "days" shall mean a calendar day or days.
(m) Nonwaiver. Neither any course of dealing nor any failure or
neglect of either party hereto in any instance to exercise any right, power or
privilege hereunder or under law shall constitute a waiver of any other right,
power or privilege or of the same right, power or privilege in any other
instance. All waivers by either party hereto must be contained in a written
instrument signed by the party to be charged and, in the case of the Company, by
its duly authorized officer.
(n) Remedies for Breach. The parties hereto agree that
Executive is obligated under this Agreement to render personal services during
the Term of a special, unique, unusual, extraordinary and intellectual
character, thereby giving this Agreement special value, and, in the event of a
breach or threatened breach of any covenant of Executive herein, the injury or
imminent injury to the value and the goodwill of the Company's business could
not be reasonably or adequately compensated in damages in an action at law.
Accordingly, Executive expressly acknowledges that the Company shall be entitled
to specific performance, injunctive relief or any other equitable remedy against
Executive, without the posting of a bond, in the event of any breach or
threatened breach of any provision of this Agreement by Executive (including,
without limitation, Sections 5 and 6). Without limiting the generality of the
foregoing, if Executive breaches or threatens to breach Section 5 or 6 of this
Agreement, such breach or threatened breach will entitle the Company, without
posting of bond, to an injunction prohibiting (i) Executive from disclosing any
Confidential Information to any Competing
9
Business; (ii) such Competing Business from receiving from Executive or using
any such Confidential Information; and (iii) Executive from, indirectly or
directly, owning, managing, operating, joining, controlling, participating in,
investing in or otherwise being connected or associated with, in any manner, any
such Competing Business. The rights and remedies of the parties hereto are
cumulative and shall not be exclusive, and each such party shall be entitled to
pursue all legal and equitable rights and remedies and to secure performance of
the obligations and duties of the other under this Agreement, and the
enforcement of one or more of such rights and remedies by a party shall in no
way preclude such party from pursuing, at the same time or subsequently, any and
all other rights and remedies available to it.
(o) Notices. Any notice, request, consent or approval required
or permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and if and when sent by certified or registered mail,
return receipt requested, with postage prepaid, to Executive's residence (as
reflected in the Company's records or as otherwise designated by Executive on
thirty (30) days' prior written notice to the Company) or to the Company's
principal executive office, attention: President, as the case may be. All such
notices, requests, consents and approvals shall be effective upon being
deposited in the United States mail. However, the time period in which a
response thereto must be given shall commence to run from the date of receipt on
the return receipt of the notice, request, consent or approval by the addressee
thereof. Rejection or other refusal to accept, or the inability to deliver
because of changed address of which no notice was given as provided herein,
shall be deemed to be receipt of the notice, request, consent or approval sent.
(p) Assistance in Proceedings, Etc. Executive shall, without
additional compensation, during and after expiration of the Term, upon
reasonable notice, furnish such information and proper assistance to the Company
as may reasonably be required by the Company in connection with any legal or
quasi-legal proceeding, including any external or internal investigation,
involving the Company or any of its affiliates or in which any of them is, or
may become, a party.
(q) Survival. Cessation or termination of Executive's
employment with the Company shall not result in termination of this Agreement.
The respective obligations of Executive and rights and benefits afforded to the
Company as provided in this Agreement shall survive cessation or termination of
Executive's employment hereunder.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed on its behalf by an officer thereunto duly authorized and
Executive has duly executed this Agreement, all as of the date and year first
written above.
ATLANTIC TECHNOLOGY VENTURES, INC. EXECUTIVE:
By: /s/ Xxxxxxxx X. Xxxxx /s/ Xx. Xxxxxx Xxxxxx
---------------------------- ------------------------
Name: Xxxxxxxx X. Xxxxx Xx. Xxxxxx Xxxxxx
Title: President
10
