Exhibit 10.46
ASSIGNMENT AGREEMENT
This Assignment Agreement is entered into as of November 24, 1998 by
and between Xxxxxx X. Xxxxxxxx ("Xxxxxxxx") and Oryx Technology Corp., a
Delaware corporation (the "Company").
RECITALS
X. Xxxxxxxx has agreed to assign to the Company all his rights to
compensation in connection with consulting services provided by Xxxxxxxx to DAS
Devices, Inc., a Delaware corporation ("DAS Devices").
X. Xxxxxxxx has entered into that certain Non-Competition Agreement
dated as of November 24, 1998 (the "Non-Competition Agreement") with DAS Devices
which provides that, effective on February 11, 1999, the closing date of the
merger of AMC Merger Subsidiary, Inc., a Delaware corporation, with and into DAS
Devices, Xxxxxxxx is entitled to receive 54,455 shares of Applied Magnetics
Corporation Common Stock (the "Shares").
AGREEMENT
NOW, THEREFORE, for good and valuable consideration paid and received,
the parties agree as follows:
1. ASSIGNMENT. Xxxxxxxx does hereby convey, grant, bargain, sell,
transfer, assign, gift and deliver unto the Company, its successors and assigns,
and the Company does hereby accept all right, title and interest of Xxxxxxxx in
and to all rights and benefits under the Non-Competition Agreement, including,
but not limited to, all rights to the Shares, to have and to hold all of the
properties, assets and rights granted and transferred hereby, with the
appurtenances thereof, unto the Company, its successors and assigns forever.
2. FURTHER ASSURANCES. Xxxxxxxx for himself and his successors and
assigns, does hereby covenant with the Company, its successor and assigns, that
Xxxxxxxx and his successors and assigns will do, execute, acknowledge and
deliver, or will cause to be done, executed, acknowledged and delivered all such
further acts, deeds, bills of sale, transfers, assignments and conveyances,
powers of attorney, conveying and confirming unto the Company, its successors
and assigns, all and singular, the properties hereby granted, sold, assigned,
gifted, transferred, conveyed and delivered as the Company, its successors or
assigns, shall reasonably require, provided, however, that the Company, its
successors and assigns shall prepare all necessary documentation.
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3. MISCELLANEOUS.
(a) GOVERNING LAW. This Assignment Agreement shall be governed by the
laws of the State of California without reference to rules of conflicts of law.
(b) SEVERABILITY. If any portion of this Assignment Agreement is held by
a court of competent jurisdiction to conflict with any federal, state or local
law, or to be otherwise invalid or unenforceable, such portion of this
Assignment Agreement shall be of no force or effect and this Assignment
Agreement shall otherwise remain in full force and effect and be construed as if
such portion had not been included in this Assignment Agreement.
(c) ENTIRE AGREEMENT. This Assignment Agreement contains the entire
agreement and understanding of the parties and supersedes all prior discussions,
agreements and understandings relating to the subject matter hereof. This
Assignment Agreement may not be changed or modified, except by an agreement in
writing executed by the Company and Xxxxxxxx.
(d) HEADINGS. All captions and section headings used in this Assignment
Agreement are for convenience only and do not form a part of this Assignment
Agreement.
(e) COUNTERPARTS. This Assignment Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of
each of the undersigned.
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IN WITNESS WHEREOF, the parties have executed this Assignment
Agreement as of the date first set forth above.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
ORYX TECHNOLOGY CORP.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
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