EMPLOYMENT AGREEMENT
Exhibit 10.3
This
EMPLOYMENT AGREEMENT (this “Agreement”) is dated as
of the 25th day of August,
2017, by and between Novume Solutions, Inc. (the
“Company”),
a Delaware corporation, and Xxxx Xxxxx (the “Executive”).
WITNESSETH:
The
Company desires to employ the Executive, and the Executive wishes
to accept such employment with the Company, upon the terms and
conditions set forth in this Agreement.
In
consideration of the mutual promises and agreements set forth
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1.
Employment and Effective
Date.
a) The
Effective Date of this Agreement (the “Effective Date”) is
August 28, 2017, the date of the closing on the merger between the
Company, Keystone Solutions, Inc., Keystone Merger Sub, LLC,
Brekford Merger Sub, Inc., and Brekford Traffic Safety, Inc. The
Effective Date is the date on which this Agreement first becomes
binding on the Company and the Executive
b) The
Executive’s title shall be Chief Financial Officer of the
Company. The Executive shall report to the chief executive officer
of the Company. The Executive hereby accepts such employment by the
Company upon the terms and conditions hereinafter set
forth.
c)
The Executive’s employment
hereunder shall be effective as of the Effective Date of this
Agreement and shall continue until the third anniversary thereof
unless terminated earlier pursuant to Section 8 of this Agreement;
provided that, on such third anniversary of the Effective Date and
each annual anniversary thereafter (such date and each annual
anniversary thereof, a “Renewal Date”), the Agreement
shall be deemed to be automatically extended, upon the same terms
and conditions, for successive periods of one year, unless either
party provides written notice of its intention not to extend the
term of the Agreement at least ninety (90) days prior to the
applicable Renewal Date. The period during which the Executive is
employed by the Company hereunder is hereinafter referred to as the
“Employment Term.”
2.
Compensation.
a) In salary compensation for the
Executive’s employment, the Company shall pay the Executive a
base salary at an annualized rate of $275,000 (the
“Base
Salary”) in installments payable in accordance with
the Company’s customary payroll practices and the law. The
Executive shall receive a performance review on an annual basis,
which will include a determination of potential increases of the
Executive’s Base Salary, along with consideration for a
discretionary performance bonus. Nothing herein should be
interpreted as a guarantee of any discretionary performance bonus
or salary increase.
b) The Executive shall be granted an option to
purchase 174,595 non-qualified shares of the
Company’s common stock (the “Option”) at a strike
price of $1.6753 per share. The Option shall be subject to the
terms of the Novume Solutions, Inc. 2017 Equity Award Plan (the
“Plan”), as it may be
amended from time to time, and applicable stock option agreement to
be provided by the Company and signed by the Executive and subject
to formal approval by the board of directors of the Company (the
“Board”). Pursuant to the terms of the applicable stock
option agreement and Plan, the Option shares shall vest in
successive equal monthly installments starting upon the Effective
Date and continuing over the 36-month period thereafter, provided
that the Executive continues in employment with the Company through
each vesting event.
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3.
Duties. (a) The
Executive shall have such duties as are assigned or delegated to
him consistent with his title as the full-time Chief Financial
Officer by the Company. Subject only to subparagraph (b) below, the
Executive shall devote substantially all his working time and
attention to the business of the Company, and shall cooperate fully
in the advancement of the best interests of the Company. Subject to
approval from the Company in writing in advance, the Executive,
during the term of this Agreement or any extensions or renewals
thereof agrees not to engage in any activities outside of the scope
of the Executive’s employment that would detract from, or
interfere with, the fulfillment of his responsibilities or duties
under this Agreement. Executive agrees that he will have wound down
his active involvement with Integral Financial Group, LLC
(“IFG”) by October 31, 2017, and that any further
involvement by Executive after October 31, 2017 with IFG shall be
solely non-consultative, non-marketing and shall be solely
administrative services (such as
filing tax returns, paying fees and making filings with State
Commissions, paying bills, collecting income for services provided,
and prosecuting or defending legal disputes).
(b)
Notwithstanding anything to the
contrary in this Agreement or in the Proprietary Rights Agreement,
the Executive, during the period from the Effective Date until the
termination of the Executive’s employment with the Company,
shall be able and be permitted: (1) to remain as the owner of and
have a financial interest IFG; and (2) to sell, assign, or
otherwise convey IFG or components thereof, assets of IFG, and his
interest or control of IFG.
4.
Expenses. Subject
to compliance by the Executive with such policies regarding
expenses and expense reimbursement as may be adopted from time to
time by the Company, the Executive is authorized to incur
reasonable expenses in the performance of his duties hereunder in
furtherance of the business and affairs of the Company, and the
Company will reimburse the Executive for all such reasonable
expenses, upon the presentation by the Executive of an itemized
account satisfactory to the Company in substantiation of such
expenses when claiming reimbursement.
5.
Employee Benefits;
Vacations. The Executive shall be eligible to participate in
such life insurance, medical and other employee benefit plans of
the Company that may be in effect or modified from time to time, to
the extent he is eligible under the terms of those plans, on the
same basis as other similarly situated executive officers of the
Company or, at the option of the Executive, he may instead elect to
receive monthly payments equal to the amount of the monthly medical
insurance premiums which the Company would otherwise pay on his
behalf in lieu of Executive receiving medical insurance.
Notwithstanding the foregoing, in the event that the Executive
chooses to receive monthly payments in lieu of receiving medical
insurance and any federal, state or local law, now or in the
future, (a) prohibits any employee from failing to accept medical
insurance offered by his employer, the Company shall not be
required to provide the Executive with monthly payments equal to
the amount of the medical insurance premiums which the Company
would otherwise pay on his behalf and the Executive shall either
accept the medical insurance provided by the Company or reject such
insurance without any reimbursement or payment in lieu thereof
and/or (b) financially penalizes the Company for not providing
medical insurance to an employee but permits the Company to pay to
the employee sums in lieu of providing medical insurance, the
Company shall deduct from the monthly payments to be made to the
Executive the amount of such financial penalty until such penalty
is reimbursed in full to the Company. The Executive shall be
entitled to a minimum of three (3) weeks paid vacation in
accordance with the policies of the Company in effect from time to
time, as determined by the Board.
6.
Indemnification.
a) The Executive shall be indemnified and held
harmless consistent with the provisions of the by-laws of the
Company in effect at that time but in no event shall the Executive
receive diminished rights or rights less than those rights provided
by applicable law or in Article VI of the Bylaws of Company in
effect immediately prior to the Effective Date, which reads as
follows:
6.1
Indemnification of
Directors and Officers.
Each
person who was or is made a party to or is threatened to be made a
party to, witness or other participant in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”), by reason of the fact
that he or she is or was a director or officer of the Company (an
“Indemnitee”), whether the basis of the Proceeding is
alleged action in an official capacity as a director or officer or
in any other capacity while serving as a director or officer, shall
be indemnified by the Company to the fullest extent authorized by
the DGCL or other applicable state law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide
broader indemnification rights than such law permitted the Company
to provide before such amendment), against all expense, liability
and loss (including attorneys’ fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by Indemnitee in connection
therewith; provided, however, the Company shall not indemnify any
such Indemnitee in connection with a Proceeding (or part thereof)
(i) initiated by such Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in
or consented to the initiation of such Proceeding or (ii) made
on account of Indemnitee’s conduct which constitutes a breach
of Indemnitee’s duty of loyalty to the Company or its
stockholders, or is an act or omission not in good faith or which
involves intentional misconduct or a knowing violation of the law.
For purposes of this Section 6.1, a “director” or
“officer” of the Company includes any person who
(i) is or was a director or officer of the Company,
(ii) is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) was a director or
officer of a corporation that was a predecessor corporation of the
Company or of another enterprise at the request of such predecessor
corporation.
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6.2
Indemnification of Others.
The
Company shall have the power, to the maximum extent and in the
manner permitted by the DGCL or other applicable state law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than such law
permitted the Company to provide before such amendment), to
indemnify each of its employees and agents against all expense,
liability and loss (including attorneys’ fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such employees and
agents in connection therewith; provided, however, the Company shall not
indemnify any such employee or agent in connection with a
Proceeding (or part thereof) (i) initiated by such employee or
agent against the Company or any director or officer of the Company
unless the Company has joined in or consented to the initiation of
such Proceeding or (ii) made on account of such
employee’s or agent’s conduct which constitutes a
breach of such employee’s or agent’s duty of loyalty to
the Company or its stockholders, or is an act or omission not in
good faith or which involves intentional misconduct or a knowing
violation of the law. For purposes of this Section 6.2, an
“employee” or “agent” of the Company
includes any person other than a director or officer who
(i) is or was an employee or agent of the Company,
(ii) is or was serving at the request of the Company as an
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) was an employee
or agent of a corporation that was a predecessor corporation of the
Company or of another enterprise at the request of such predecessor
corporation.
6.3
Payment of Expenses In
Advance.
Expenses incurred
in defending any Proceeding for which indemnification is required
pursuant to Section 6.1 shall be, or for which indemnification
is permitted pursuant to Section 6.2 following authorization
thereof by the Board may be, paid by the Company in advance of the
final disposition of such Proceeding upon receipt of an undertaking
by or on behalf of the indemnified party to repay such amount if it
shall ultimately be determined by final judicial decision from
which there is no further right to appeal that the indemnified
party is not entitled to be indemnified as authorized in this
Article VI.
6.4
Indemnity Not Exclusive.
The
indemnification provided by this Article VI shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in an official capacity and as to action in another capacity
while holding such office.
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6.5
Insurance.
The
Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of the
DGCL.”
For
purposes of such indemnification, the term “DGCL” shall
constitute a reference to the Delaware General Corporation
Law.
b) During the Employment Term
and for a period of six (6) years thereafter, the Company shall
purchase and maintain, at its own expense, directors’ and
officers’ liability insurance providing coverage to the
Executive on terms that are no less favorable than the coverage
provided to other directors and similarly situated executives of
the Company.
7.
Taxation of Payments and
Benefits. The Company shall make deductions, withholdings
and tax reports with respect to payments and benefits under this
Agreement to the extent that it reasonably and in good faith
believes that it is required to make such deductions, withholdings
and tax reports. Payments under this Agreement shall be in amounts
net of any such deductions or withholdings. Nothing in this
Agreement shall be construed to require the Company to make any
payments to compensate the Executive for any adverse tax effect
associated with any payments or benefits or for any deduction or
withholding from any payment or benefit.
8.
Termination. Either
the Executive or the Company may terminate the employment
relationship at any time, with or without Cause (as such term is
defined in Section 12) on advance
notice as provided herein or with immediate effect if the
termination is for Cause. The Executive agrees to give the Employer
at least fourteen (14) days prior written notice if he decides
to terminate his employment. Except in the case of a termination
for Cause, the Company agrees that it will provide identical
notice. Upon termination of the Executive’s employment for
any reason, the Executive will be entitled to any earned but unpaid
Base Salary, any bonus approved prior to termination, reimbursement for unreimbursed expenses properly
incurred by the Executive prior the termination, his stock and
vested stock options, any unused paid vacation time, and if
terminated for reasons other than Cause or if he resigns for
reasons other than Good Reason such employee benefits (including
equity compensation), if any, to which the Executive may be
entitled under the Company’s employee benefit plan(s) as of
the termination. Additionally:
a)
Subject to compliance with Section 8(d), in the event
that the Executive’s employment is terminated by the Company
for reasons other than Cause (as such term is defined in
Section 12),
which includes but is not limited to the de facto termination of the Executive
resulting from the Company electing to allow or cause this
Agreement to expire under Section 1(c), or in the event
the Executive resigns his employment for Good Reason (as defined in
Section 12),
the Executive will be provided a severance package equal to one (1)
year of the Base Salary, the “Separation Payment”). The
Separation Payment shall be paid in twelve (12) equal monthly
installments and shall begin within fifteen (15) business days of
the effective date of the release noted in Section 8(d).
b) In
the event that the Executive’s employment is terminated for
Cause or the Executive resigns without Good Reason, the Executive
will not be entitled to any Separation Payment or any other
severance remuneration except as otherwise specifically set forth
herein.
c)
Notwithstanding any termination of the Executive’s employment
for any reason (with or without Cause or Good Reason), the
Executive will continue to be bound by the provisions of the
Proprietary Rights Agreement (as defined below).
d) All
payments and benefits provided pursuant to Section 8(a) shall be
conditioned upon the Executive’s execution and non-revocation
of a general release of liabilities favoring the Company which is
prepared and provided by the Company. The Executive’s refusal
to execute such general release shall constitute a waiver by the
Executive of any and all benefits referenced in Section 8(a). The Company
will not be obligated to commence or continue any such payments to
the Executive under Section 8(a) in the event
the Executive materially breaches the terms of this Agreement or
the Proprietary Rights Agreement (as defined below) and fails to
cure such breach within thirty (30) days of written notice
thereof detailing such breach.
e) In
the event that the Executive’s employment is terminated by
the Company for reasons other than Cause or by the Executive for
Good Reason, half of all unvested Option shares shall vest
immediately, pursuant to the terms of the applicable stock option
agreement and Plan.
9.
Confidentiality,
Non–Solicitation and Invention Assignment Agreement.
The Company considers the protection of their confidential
information and proprietary materials to be very important.
Therefore, as a condition of the Executive’s employment, the
Executive will be required to execute a confidentiality,
non-solicitation and invention assignment agreement in the form
attached hereto as Exhibit
A (the “Proprietary Rights
Agreement”) on the date hereof.
10.
Documents, Records,
etc. Subject to the terms and provisions of the Proprietary
Rights Agreement: (a) all documents, records, data, apparatus,
equipment and other physical property, whether or not pertaining to
Confidential Information (as defined in the Proprietary Rights
Agreement), which are furnished to the Executive by the Company or
are produced by the Executive in connection with the
Executive’s employment will be and remain the sole property
of the Employer; (b) the Executive will return to the Company all
such materials and property as and when requested by the Employer;
and (c) the Executive will return all such materials and property
within ten (10)days upon termination of the Executive’s
employment for any reason.
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11.
No Conflict. Each
party hereby represents and warrants to the other that
(a) this Agreement constitutes that party’s legal and
binding obligation, enforceable against it or him in accordance
with its terms, (b) it or his execution and performance of
this Agreement does not and will not breach any other agreement,
arrangements, understanding, obligation of confidentiality or
employment relationship to which it or he is a party or by which it
he is bound, and (c) while the Executive is employed by the
Company, it or he will not enter into any agreement, either written
or oral, in conflict with this Agreement or it or his obligations
hereunder.
12.
Definitions.
a) The
term “Cause” shall mean
(i) discovery by the Company that any of the material
information provided to the Company concerning the
Executive’s qualifications, employment history and
experience, certifications or licenses was untrue or that the
Executive concealed a physical or mental condition that could
materially impair the Executive’s ability to perform his
responsibilities properly without reasonable accommodation as
required by applicable law, if any, (ii) the Executive’s
intentional, willful or knowing material failure or refusal to
follow or enforce the Company’s policies, as adopted by the
Board of Directors from time to time and that are provided to
Executive orally or in writing, or perform the Executive’s
duties (other than as a result of physical or mental illness,
accident or injury); (iii) dishonesty, willful or gross
misconduct, gross ineptitude, or illegal conduct by the Executive
in connection with the Executive’s employment with the
Company; (iv) the Executive’s conviction of, or plea of
guilty or nolo contendere to, a charge of commission of a felony
(exclusive of any felony relating to negligent operation of a motor
vehicle); and (v) a material breach by the Executive of this
Agreement or the Proprietary Rights Agreement; provided, however,
in the cases of clauses (ii) and (v) above, gross
ineptitude, and “Cause” under the final sentence of
this paragraph, the Company shall be required to give the Executive
thirty (30) calendar days prior written notice of its
intention to terminate the Executive for Cause and the grounds
thereof and the Executive shall have the opportunity during such
thirty (30) day period to meet with a Company representative
designated by the Board and cure such event if such event is
capable of being cured; provided, further, that in the event that
the Executive terminates his employment with the Company during
such thirty (30) day period for any reason, such termination
shall be considered a termination for Cause. For purposes of this
paragraph (a), no act or failure to act on the part of the
Executive shall be considered “willful” unless it is
intentionally done, or intentionally omitted to be done, by the
Executive in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of
the Company. For purposes of this paragraph (a) any willful or
grossly negligent conduct of the Executive that results in the
failure of the Company to comply with a significant financial
statutory or regulatory requirement shall be considered grounds for
termination for Cause.
b) The
term “Good
Reason” shall mean (i) any material reduction of
the Executive’s Base Salary, unless similar reductions are
imposed on all similarly situated executive officers of the Company
(ii) any material breach by the Company of its obligations
under this Agreement including, but
not limited to, its obligation for the Executive to be the Chief
Financial Offer and to assign him duties in accordance therewith
under Section 3 of this Agreement, and (iii) a change
without the Executive’s consent in the principal location of
the Company’s office to an office that is more than 35 miles
from the current location of 14420 Albemarle Point Place,
Chantilly, VA 2015 (if such move materially increases the
Executive’s commute) and (iv)
the Company’s failure to obtain an agreement from any
successor to the Company to assume and agree to perform this
Agreement in the same manner and to the same extent that the
Company would be required to perform if no succession had taken
place, except where such assumption occurs by operation of
law; provided that in any case the Executive provides the
Company with written notice of the Executive’s intention to
terminate the Executive’s employment for Good Reason and the
grounds thereof within thirty (30) days after the occurrence
of the event that the Executive believes constitutes Good Reason,
gives the Company an opportunity to cure for thirty (30) days
following receipt of such notice from the Executive, if the event
is capable of being cured or, if not capable of being cured, to
have the Company’s representatives meet with the Executive
and the Executive’s counsel to be heard regarding whether
Good Reason exists for the Executive to terminate the
Executive’s employment with the Company and the Executive
terminates employment within thirty days after the end of the cure
period if the Good Reason condition is not cured.
c) The
term “person” shall mean any
individual, corporation, firm, association, partnership, other
legal entity or other form of business organization.
13.
Section 409A of
Internal Revenue Code.
a)
Anything in this Agreement to the contrary notwithstanding, if at
the time of the Executive’s separation from service within
the meaning of Section 409A of the Internal Revenue Code
(“Code”), the Company determines that the Executive is
a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Code, then to the extent any
payment or benefit that the Executive becomes entitled to under
this Agreement on account of the Executive’s separation from
service would be considered deferred compensation subject to the 20
percent additional tax imposed pursuant to Section 409A(a) of
the Code as a result of the application of
Section 409A(a)(2)(B)(i) of the Code, such payment shall not
be payable and such benefit shall not be provided until the date
that is the earlier of (A) six months and one day after the
Executive’s separation from service, or (B) the
Executive’s death. If any such delayed cash payment is
otherwise payable on an installment basis, the first payment shall
include a catch-up payment covering amounts that would otherwise
have been paid during the six-month period but for the application
of this provision, and the balance of the installments shall be
payable in accordance with their original schedule.
b) The
parties intend that this Agreement will be administered in
accordance with Section 409A of the Code. To the extent that
any provision of this Agreement is ambiguous as to its compliance
with Section 409A of the Code, the provision shall be read in
such a manner so that all payments hereunder comply with
Section 409A of the Code. The parties agree that this
Agreement may be amended, as reasonably requested by either party,
and as may be necessary to fully comply with Section 409A of
the Code and all related rules and regulations in order to preserve
the payments and benefits provided hereunder without additional
cost to either party.
c) The
determination of whether and when a separation from service has
occurred shall be made by the Company in accordance with the
presumptions set forth in Treasury Regulation
Section 1.409A-1(h).
d) The
Company makes no representation or warranty and shall have no
liability to the Executive or any other person if any provisions of
this Agreement are determined to constitute deferred compensation
subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.
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14.
Successors and Assigns;
Entire Agreement; No Assignment. This Agreement shall
be binding upon, and shall inure to
the benefit of the parties and their respective successors, heirs,
distributes and personal representatives including, with respect to
the Company, the successor of
Company through merger, acquisition, corporate reorganization, or
any other business combination.
This Agreement and the Proprietary Rights Agreement contain the
entire agreement between the parties with respect to the subject
matter hereof and supersede other prior and/or contemporaneous
arrangements or understandings with respect
thereto. Neither
party may assign this Agreement without the prior
written consent of the other
party; however, the Company may assign this Agreement, without the
consent of the Executive, to any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all
or substantially all of the business or assets of the
Company.
15.
Notices. All
notices and other communications required or permitted hereunder or
necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when hand-delivered, mailed
by registered or certified mail (three days after deposited), or
sent by a nationally recognized courier service, to the following
address (provided that notice of change of address shall be deemed
given only when received):
If to
the
Company:
Novume Solutions, Inc.
00000
Xxxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Attn:
Xxxxxx Xxxxxx, CEO
xxxxxxx@xxxxxxxxxxxx.xxx
If to
Executive:
Xxxx Xxxxx
00000
Xxxxx Xxxx Xxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
xxxx.xxxxx@xxxxxxxxxxxxxxxxxxxxxx.xxx
or to
such other names and addresses as the Company or the Executive, as
the case may be, shall designate by notice to each other person
entitled to receive notices in the manner specified in this
Section 15.
A copy of any such notice or
communication under this Section 15 shall be transmitted via
electronic mail to the party’s corresponding email address on the same
day as the notice’s or communication’s hand-delivery,
mailing, or transmission by courier service.
16.
Changes; No Waiver;
Remedies Cumulative. The terms and provisions of this
Agreement may not be modified or amended, or any of the provisions
hereof waived, temporarily or permanently, without the prior
written consent of each of the parties hereto. Either party’s
waiver or failure to enforce the terms of this Agreement or any
similar agreement in one instance shall not constitute a waiver of
any rights hereunder with respect to other violations of this or
any other agreement. No remedy conferred upon the Company or the
Executive by this Agreement is intended to be exclusive of any
other remedy, and each and every such remedy shall be cumulative
and shall be in addition to any other remedy given hereunder or now
or hereafter existing at law or in equity.
17.
Governing Law. This
Agreement and (unless otherwise provided) all amendments hereof and
waivers and consents hereunder shall be governed by the law of the
Commonwealth of Virginia, without regard to the conflicts of law
principles.
18.
Severability. The
Executive and the Company agree that should any provision of this
Agreement be declared illegal, invalid or unenforceable by a Court
of competent jurisdiction, the
validity of the remaining parts, terms or provisions shall not
be affected thereby, and said illegal or invalid part, term or
provision shall be deemed not to be a part of this
Agreement.
19.
Headings;
Counterparts. All section headings are for convenience only.
This Agreement may be executed in several counterparts, each of
which is an original, and may be transmitted electronically, with
such electronic copy serving as an original.
20.
Entire Agreement.
This Agreement and the Proprietary Rights Agreement contain the
entire agreement between the parties with respect to the subject
matter hereof and supersede other prior and contemporaneous
arrangements, agreements, promises, warranties and understandings
with respect thereto. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this
Agreement or the Proprietary Rights Agreement will affect, or be
used to interpret, change or restrict, the express terms and
provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have
executed this Employment Agreement as of the date first above
written.
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EXECUTIVE:
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/s/
Xxxx
Xxxxx
Xxxx
Xxxxx
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