Exhibit 10.5
Employment Agreement for
Xxxxxxx X. Xxxxxxxxx
Xxxxxxx Lifesciences Corporation
March 2000
Contents
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Article 1. Definitions 1
Article 2. Term of Employment Agreement 3
Article 3. Employment Duties and Compensation 3
Article 4. Employment Termination 5
Article 5. Restrictive Covenants 8
Article 6. Indemnification 9
Article 7. Assignment 10
Article 8. Dispute Resolution and Notice 10
Article 9. Miscellaneous 11
Employment Agreement for Xxxxxxx X. Xxxxxxxxx
Xxxxxxx Lifesciences Corporation
This EMPLOYMENT AGREEMENT (the "Agreement") is made, entered into, and is
effective as of this ____ day of _________ 2000 (the "Effective Date"), by and
between Xxxxxxx Lifesciences Corporation, a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxxxxxx (the "Executive").
WHEREAS, the Executive possesses considerable experience and knowledge of the
business and affairs of the Company concerning its policies, methods, personnel,
and operations; and
WHEREAS, the Executive has demonstrated unique qualifications to act in an
executive capacity for the Company; and
WHEREAS, the Company is desirous of assuring the employment of the Executive
as Chief Executive Officer ("CEO"), and the Executive is desirous of having such
assurances.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements of the parties set forth in this Agreement, and of 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:
Article 1. Definitions
As used in this Agreement, unless the context expressly indicates otherwise,
the following terms have the following meanings:
1.1 "Base Salary" means, at any time, the then-regular annual rate of pay
which the Executive is receiving as annual salary, excluding amounts: (i)
designated by the Company as payment toward reimbursement of expenses or (ii)
received under short-term or long-term incentive or other bonus plans,
regardless of whether or not the amounts are deferred.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Cause" shall be determined solely by the Committee in the exercise of
good faith and reasonable judgement, and shall mean the occurrence of any one or
more of the following:
(i) The Executive's willful and continued failure to substantially
perform his duties with the Company (other than any such failure
resulting from the Executive's Disability) after a written demand
for substantial performance is delivered to the Executive that
specifically identifies the manner in which the Committee
believes that the Executive has not substantially performed his
duties, and the Executive has failed to remedy the situation
within fifteen (15) business days of such written notice from the
Company; or
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(ii) The Executive's willfully engaging in conduct that is
demonstrably and materially injurious to the Company,
monetarily or otherwise; or
(iii) The Executive's conviction of a felony.
However, no act or failure to act on the Executive's part shall be deemed
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the action or omission was in the best
interest of the Company.
1.4 "Change in Control" has the same meaning as in the Severance
Agreement.
1.5 "Committee" means the Compensation Committee of the Board of Directors
of the Company, or, if no Compensation Committee exists, then the full Board of
Directors of the Company, or a committee of Board members, as appointed by the
full Board to administer this Agreement.
1.6 "Disability" shall have the meaning ascribed to such term in the
Executive's governing long-term disability plan, or if no such plan exists, at
the discretion of the Board.
1.7 "Employment Term" means the original or extended term of employment of
this Agreement as provided in Article 2 herein.
1.8 "Retirement" means any voluntary termination of the Executive's
employment after age fifty-five (55), provided that the Executive has at least a
combined ten (10) years of service with the Company and Xxxxxx International,
Inc. The Executive's number of years of service with the Company and Xxxxxx
International, Inc. shall be determined by calculating the number of complete
twelve-month (12) periods of employment from the Executive's original date of
hire with Xxxxxx International, Inc. to the Executive's date of voluntary
employment termination.
1.9 "Severance Agreement" means the Chief Executive Officer Change in
Control Severance Agreement dated ____________________ between the Company and
the Executive, as amended, or any successor agreement thereto.
1.10 "Severance Payments" means the payments designated as such in Section
4.3 herein and that may be provided to the Executive pursuant to such section.
1.11 "Subsidiary" means a corporation, company, or other entity: (i) more
than fifty percent (50%) of whose outstanding shares or securities (representing
the right to vote for the election of directors or other managing authority)
are; or (ii) which does not have outstanding shares or securities (as may be the
case in a partnership, joint venture, or unincorporated association), but more
than fifty percent (50%) of whose ownership interest representing the right
generally to make decisions for such other entity is, now or hereafter, owned or
controlled, directly or indirectly, by the Company.
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Article 2. Term of Employment Agreement
This Agreement will commence on the Effective Date first written above, and
shall continue in effect for three (3) full calendar years. However, at the end
of the second year of such three-year period, this Agreement shall be extended
automatically for one (1) additional year, unless the Company notifies the
Executive in writing within 180 days prior to the occurrence of the automatic
extension, that the term of this Agreement will not be extended. Moreover, upon
the end of each subsequent year, this Agreement shall also be extended
automatically for one (1) additional year, unless the Company otherwise notifies
the Executive in writing 180 days prior to the occurrence of such automatic
extension. In the case where the Company properly notifies the Executive that
the Agreement will no longer be extended, the Agreement will terminate at the
end of the term, or extended term, then in progress.
However, in the event a Change in Control occurs during the original or any
extended term, this Agreement will remain in effect for twenty-four (24) months
beyond the month in which such Change in Control occurred.
Article 3. Employment Duties and Compensation
3.1 Employment Duties. During the Employment Term, the Executive shall
serve as CEO of the Company. In his capacity as CEO of the Company, the
Executive shall report directly to the Board and shall maintain the level of
duties and responsibilities as in effect on the Effective Date, or such higher
level of duties and responsibilities as he may be assigned during the Employment
Term. In his capacity as CEO, the Executive shall have the same status,
privileges, and responsibilities normally inherent in such capacity in
corporations of similar size and character to the Company.
In addition, during the Employment Term, the Executive shall be entitled to
the benefits listed in Sections 3.2 through 3.8 herein and have such duties as
outlined in Section 3.9.
3.2 Base Salary. The Company shall pay the Executive an annual Base Salary
of at least five hundred and twenty-five thousand dollars ($525,000) during the
Employment Term. The Executive's Base Salary shall be paid in substantially
equal installments throughout the year, consistent with the normal payroll
practices of the Company. Further, the Base Salary shall be reviewed at least
annually following the Effective Date of this Agreement to ascertain whether, in
the sole judgment of the Board or the Board's designee, such Base Salary should
be changed. If so changed, the Base Salary as stated above shall, likewise, be
increased for all purposes of this Agreement.
3.3 Annual Bonus. Subject to Section 3.10, the Company shall provide the
Executive with the opportunity to earn an annual cash bonus at a level which is
in line with the Company's current compensation philosophies and the
opportunities provided to other top executives at the Company, and commensurate
with the business opportunities and direction of the Company at the time, as
determined by the Board or the Board's designee.
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3.4 Long-Term Incentives Including Stock Options. Subject to section 3.10,
the Company shall provide the Executive the opportunity to earn a long-term
performance incentive award and/or stock options pursuant to the Company's Long-
Term Stock Incentive Compensation Program (as amended, or any successor plans
thereto) at a level which is in line with the Company's current compensation
philosophies and the opportunities provided to other top executives at the
Company, and commensurate with the business opportunities and direction of the
Company at the time, as determined by the Board or the Board's designee.
3.5 Retirement Benefits. Subject to Section 3.10, the Company shall
provide the Executive with participation in all existing tax qualified
retirement plans including, but not limited to, the Company's 401(k) Savings and
Investment Plan (as amended, or any successor plans thereto), subject to the
eligibility and participation requirements of each plan.
In addition, also subject to Section 3.10, the Company shall provide the
Executive with participation in all existing nonqualified retirement plans
including, but not limited to, the Xxxxxxx Lifesciences Nonqualfiied Deferred
Compensation Plan (as amended, or any successor plans thereto).
3.6 Employee Benefits. Subject to Section 3.10 and as otherwise provided
within the provisions of each of the respective plans, the Company shall provide
to the Executive all benefits to which other employees of the Company are
entitled to receive, in accordance with the terms and conditions of any policies
or plans applicable to such benefits. Such benefits shall include, but not be
limited to, group term life insurance, health insurance, short- and long-term
disability insurance and vacation.
The Executive shall be entitled to the number of weeks of paid vacation per
year provided to other top Company executives and in line with standard Company
policy.
The Executive shall likewise participate in any additional benefits as may be
established during the Employment Term, by standard written policy of the
Company
3.7 Perquisites. Subject to Section 3.10, the Company shall provide to the
Executive all perquisites that other executives of the Company generally are
entitled to receive, and such other perquisites, which are suitable to the
character of the Executive's position with the Company and adequate for the
performance of his duties hereunder.
3.8 Expenses. The Company shall pay, or reimburse the Executive, for all
ordinary and necessary expenses in a reasonable amount which the Executive
incurs in performing his duties under this Agreement including, but not limited
to, travel, entertainment, professional dues and subscriptions, and all dues,
fees, and expenses associated with membership in various professional, business,
and civic associations and societies of which the Executive's participation is
in the best interests of the Company. The expenses will be accounted for and
reimbursed through the Company's normal expense reporting and approval process.
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3.9 Standard of Care. During the Employment Term, the Executive agrees to
devote substantially all of his time, attention, and energies to the Company's
business and shall not be engaged in any other business activity, whether or not
such business activity is pursued for gain, profit, or other pecuniary
advantage. However, subject to Article 5 herein, and subject to prior approval
by the Board (except where the Executive was serving as a director of another
company as of the Effective Date), the Executive may serve as a director of
other companies so long as such service is not injurious to the Company. The
Executive covenants, warrants, and represents that, during the Employment Term,
he shall:
(a) Devote his full time and best efforts to the fulfillment of his
employment obligations;
(b) Exercise the highest degree of loyalty and the highest standards
of conduct in the performance of his duties; and
(c) Do nothing that xxxxx, in any way, the business or reputation of
the Company.
This Section 3.9 shall not be construed as preventing the Executive from
investing assets in such form or manner as will not require his services in the
daily operations of the affairs of the companies in which such investments are
made.
3.10 Right to Change Plans. The Company shall not be obligated by reason of
any of the provisions of this Article 3, to institute, maintain, or refrain from
changing, amending, or discontinuing any compensation or benefit plan, program,
or perquisite (including but not limited to, changes in the amount of target
annual bonus or target long-term performance incentives), provided that if any
changes are made they will apply to the Executive in substantially the same
manner as they apply to other top executives of the Company.
Article 4. Employment Termination
4.1 Termination Due to Retirement, Disability, or Death. In the event the
Executive's employment during the Employment Term is terminated by reason of
Retirement, Disability, or death, the Executive's benefits shall be determined
in accordance with the Company's retirement, survivor's benefits, annual bonus
and long-term incentive plans, insurance, and other applicable programs then in
effect.
In addition, upon the effective date of such termination, the Company shall
pay to the Executive or his beneficiary or estate, as the case may be, his base
salary as earned but unpaid through the effective date of termination. Further,
the Executive shall receive all other benefits to which the Executive has a
vested right to at that time.
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The Company shall also pay to the Executive (or the Executive's estate or
beneficiaries as the reason may be), within thirty (30) calendar days of the
Executive's termination, a lump-sum cash amount equal to the Executive's target
annual bonus under the Company's annual bonus plan in effect for the bonus plan
year in which the Executive's date of termination occurs, multiplied by a
fraction, the numerator of which is the number of full completed months in the
bonus plan year through the effective date of termination, and the denominator
of which is twelve (12). This payment will be in lieu of any other payment to be
made to the Executive under such annual bonus plan for such plan year.
The Company's obligation to pay and provide to the Executive base salary,
annual bonus, and long-term incentives (as provided in Sections 3.2, 3.3, and
3.4 herein, respectively) shall immediately thereafter expire and, with the
exception of the covenants contained in Article 5 herein (which shall survive
such termination), the Company and the Executive thereafter shall have no
further obligations under this Agreement.
The provisions of Section 4.3 shall supersede this Section 4.1 in the event
that the Company involuntarily terminates the Executive's employment without
Cause.
4.2 Voluntary Termination by the Executive Other Than Retirement or
Involuntary Termination for Cause. The Executive may terminate this Agreement at
any time by giving the Board written notice of intent to terminate, delivered at
least ninety (90) calendar days prior to the effective date of such termination.
The termination automatically shall become effective upon the expiration of the
ninety (90) day notice period.
Nothing in this Agreement shall be construed to prevent the Board from
terminating the Executive's employment under this Agreement for "Cause" at any
time.
In the event that the Executive voluntarily terminates employment (other than
by Retirement) or if he is involuntarily terminated by the Company for Cause,
upon the effective date of such a termination, the Company shall pay to the
Executive or his beneficiary or estate, as the case may be, his base salary as
earned but unpaid and any accrued vacation time through the effective date of
termination. The Executive also shall receive all other benefits to which he has
a vested right to at that time.
The Company's obligation to pay and provide the Executive base salary, annual
bonus, and long-term incentives (as provided in Sections 3.2, 3.3, and 3.4
herein, respectively) shall immediately expire. With the exception of the
covenants contained in Article 5 herein (which shall survive such termination),
the Company and the Executive thereafter shall have no further obligations under
this Agreement.
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4.3 Involuntary Termination by the Company Without Cause. The Company may
terminate the Executive's employment, as provided under this Agreement, at any
time, for any reason other than death, Disability, or for Cause, by notifying
the Executive in writing of the Company's intent to terminate, at least thirty
(30) calendar days prior to the effective date of such termination. Subject to
the payment of the Severance Payments provided below, the termination
automatically shall become effective upon the expiration of the thirty (30)
calendar day notice period. Thereafter, this Agreement, along with all
corresponding rights, duties, and covenants, shall automatically expire. A
nonrenewal or nonextension of this Agreement or any term of this Agreement, as
described in Article 2 herein, shall not be deemed an involuntary termination
under this Section 4.3 and, thereby, shall not trigger the payment of the
Severance Payments described below.
Subject to Section 4.4, upon the effective date of an involuntary termination
without Cause under this Section 4.3, the Company shall pay to the Executive and
provide the Executive with the following "Severance Payments":
(a) A lump-sum cash amount equal to the Executive's unpaid Base Salary,
accrued vacation pay, unreimbursed business expenses, and all other
items earned by and owed to the Executive through and including the
effective date of the termination (including, but not limited to,
annual bonus or performance-based long-term incentives that have been
earned, but not paid). Such payment shall constitute full satisfaction
for these amounts owed to the Executive.
(b) A lump-sum cash amount equal to the Executive's target annual bonus
under the Company's annual bonus plan in effect for the bonus plan
year in which the Executive's date of termination occurs, multiplied
by a fraction, the numerator of which is the number of full completed
months in the bonus plan year through the effective date of
termination, and the denominator of which is twelve (12). This payment
will be in lieu of any other payment to be made to the Executive under
such annual bonus plan for such plan year.
(c) A cash amount equal to two (2) times the sum of the Executive's Base
Salary and the greater of: (i) the Executive's target annual bonus
under the Company's annual bonus plan in effect for the bonus plan
year in which his employment with the Company terminates; or (ii) the
actual annual bonus earned by the Executive in the bonus plan year
prior to the year of employment termination under the annual bonus
plan in effect for such prior plan year. For the purposes of this
calculation, the Executive's highest Base Salary during the twelve
(12) months prior to his termination of employment shall be used.
(d) All long-term incentive awards shall be subject to the treatment
provided under the Company's Long-Term Stock Incentive Compensation
Program (as amended, or any successor plans thereto) and/or the
applicable award agreements thereunder.
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(e) A continuation for a twenty-four (24) month period of the Executive's
medical insurance and dental insurance coverage. These benefits shall
be provided by the Company to the Executive beginning immediately upon
the date of the Executive's termination. Such benefits shall be
provided to the Executive at the same coverage level (with all premium
costs borne by the Company) as in effect as of the date of the
Executive's termination for a period of twenty-four (24) months
following the Executive's date of termination.
Notwithstanding the above, these medical and dental insurance benefits
shall be discontinued prior to the end of the stated continuation
period in the event the Executive receives substantially similar
benefits from a subsequent employer, as determined solely by the
Committee in good faith. However, if the benefits received from the
subsequent employer do not cover the preexisting medical conditions of
the Executive or a covered member of the Executive's family, the
continuation period shall continue, but not beyond the twenty-fourth
(24th) month following the Executive's date of termination. For
purposes of enforcing this offset provision, the Executive shall be
deemed to have a duty to keep the Company informed as to the terms and
conditions of any subsequent employment and the corresponding benefits
earned from such employment and shall provide, or cause to provide, to
the Company in writing correct, complete, and timely information
concerning the same.
If triggered, the Severance Payments provided under this Section 4.3 shall be
in lieu of all other benefits provided to the Executive under the provisions of
this Agreement.
4.4 Coordination with Severance Agreement. In the event that the Executive
receives any severance benefits pursuant to the Severance Agreement, he shall
not be entitled to receive the Severance Payments provided for in Section 4.3
herein.
Article 5. Restrictive Covenants
5.1 Disclosure of Information. Without the prior written consent of the
Company, the Executive shall not, at any time, directly or indirectly, use,
attempt to use, disclose, or otherwise make known to any person or entity (other
than the Board):
(a) Any confidential or proprietary knowledge or information, including
without limitation, lists of customers or suppliers, trade secrets,
know-how, inventions, discoveries, processes, and systems, as well as
any data and records pertaining thereto, which the Executive may
acquire in the course of his employment.
(b) Any confidential or proprietary knowledge or information of a
confidential nature (including, but not limited to, all unpublished
matters) relating to, without limitation, the business, properties,
accounting, books and records, computer systems and programs, trade
secrets, or memoranda of the Company or a Subsidiary.
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5.2 Employment. Without the prior written consent of the Company, during
the Employment Term, and for a period of twenty-four (24) calendar months
following the Executive's employment termination for any reason, the Executive
shall not, directly or indirectly employ or retain or solicit for employment or
arrange to have any other person, firm, or other entity employ or retain or
solicit for employment or otherwise participate in the employment or retention
of any person who is an employee or consultant of the Company or any Subsidiary.
5.3 Nondisparagment. Without the prior written consent of the Company, the
Executive shall not, at any time, directly or indirectly, make statements or
representations, or otherwise communicate, in writing, orally, or otherwise, or
take any action that may disparage or be damaging to the Company or any
Subsidiary or their respective officers, directors, employees, advisors,
businesses or reputations. Notwithstanding the foregoing, nothing in this
Agreement shall preclude Executive from making truthful statements or
disclosures that are required by applicable law, regulation or legal process.
5.4 Acknowledgement of Covenants. The Company and the Executive
acknowledge that the Executive's services are of a special, extraordinary, and
intellectual character which gives him unique value, and that the business of
the Company and its Subsidiaries is highly competitive, and that violation of
any of the covenants provided in this Article 5 would cause immediate,
immeasurable, and irreparable harm, loss, and damage to the Company and/or a
Subsidiary not adequately compensable by a monetary award. The Executive
acknowledges that the time and scope of activity restrained by the provisions of
this Article 5 are reasonable and do not impose a greater restraint than is
necessary to protect the goodwill of the Company's business and/or that of any
Subsidiary. The Executive further acknowledges that he and the Company have
negotiated and bargained for the terms of this Agreement, and that the Executive
has received adequate consideration for entering into this Agreement. In the
event of any such breach or threatened breach by the Executive of any one or
more of such covenants, the Company shall be entitled to such equitable and
injunctive relief as may be available to restrain the Executive from violating
the provisions hereof. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available at law or in equity for such
breach or threatened breach, including the recovery of damages and the immediate
termination of the employment of the Executive hereunder.
5.5 Enforceability. If any court determines that the foregoing covenant,
or any part thereof, is unenforceable because of the duration or scope of such
provision, or for any other reason, the duration or scope of such provision, as
the case may be, shall be reduced so that such provision becomes enforceable
and, in its reduced form, such provision shall then be enforceable and shall be
enforced.
Article 6. Indemnification
The Company hereby covenants and agrees to indemnify and hold harmless the
Executive fully, completely, and absolutely against and in respect to any and
all actions, suits, proceedings, claims, demands, judgments, costs, expenses
(including attorneys' fees), losses, and damages resulting from the Executive's
good faith performance of his duties and obligations under the terms of this
Agreement.
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Article 7. Assignment
7.1 Assignment by the Company. This Agreement may and shall be assigned or
transferred to, and shall be binding upon and shall inure to the benefit of, any
successor of the Company, and any such successor shall be deemed substituted for
all purposes for the "Company" under the terms of this Agreement. As used in
this Agreement, the term "successor" shall mean any person, firm, corporation,
or business entity which at any time, whether by merger, purchase, or otherwise,
acquires greater than fifty percent (50%) of the business assets of the Company.
Notwithstanding such assignment, the Company shall remain, with such successor,
jointly and severally liable for all its obligations hereunder.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall immediately
entitle the Executive to the Severance Payments as provided in Section 4.3.
Except as herein provided, this Agreement may not otherwise be assigned by
the Company.
7.2 Assignment by Executive. This Agreement shall inure to the benefit of
and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Executive should die while any amounts payable to the Executive
hereunder remain outstanding, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Executive's beneficiary, devisee, legatee, or other designee or, in the absence
of such designee, to the Executive's estate.
The Executive shall not assign any obligations or responsibilities he has
under this Agreement.
Article 8. Dispute Resolution and Notice
8.1 Dispute Resolution. The Executive shall have the right and option to
elect (in lieu of litigation) to have any dispute or controversy arising under
or in connection with this Agreement settled by arbitration, conducted before a
panel of three (3) arbitrators sitting in a location selected by the Executive
within fifty (50) miles from the location of the Company's principal place of
business, in accordance with the rules of the American Arbitration Association
then in effect. The Executive's election to arbitrate, as herein provided, and
the decision of the arbitrators in that proceeding, shall be binding on the
Company and the Executive.
Judgment may be entered on the award of the arbitrator in any court having
jurisdiction. All expenses of such arbitration, including the fees and expenses
of the counsel for the Executive, shall be borne by the Company.
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8.2 Payment of Legal Fees. Unless a court shall find the Executive's claim
to be arbitrary and capricious, the Company shall pay all legal fees, costs of
litigation, prejudgment interest, and other expenses which are incurred in good
faith by the Executive (or the Executive's estate or beneficiaries as the case
may be) as a result of the Company's refusal to provide the benefits to which
the Executive becomes entitled under this Agreement, or as a result of the
Company's (or any third party's) contesting the validity, enforceability, or
interpretation of the Agreement, or as a result of any conflict between the
parties pertaining to this Agreement.
8.3 Notice. Any notices, requests, demands, or other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at the last address he has filed
in writing with the Company or, in the case of the Company, at its principal
offices.
Article 9. Miscellaneous
9.1 Entire Agreement. This Agreement supersedes any prior agreements or
understandings, oral or written, between the parties hereto and contains the
entire understanding of the Company and the Executive with respect to the
subject matter hereof.
9.2 Modification. This Agreement shall not be varied, altered, modified,
canceled, changed, or in any way amended except by mutual agreement of the
parties in a written instrument executed by the parties hereto or their legal
representatives.
9.3 Severability. If any provision of this Agreement or the application
thereof is held invalid, such invalidity shall not affect other provisions or
applications of the Agreement that can be given effect without the invalid
provision or application and, to such end, the provisions of this Agreement are
declared to be severable.
9.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
9.5 Tax Withholding. The Company may withhold from any benefits payable
under this Agreement all federal, state, city, or other taxes as may be required
pursuant to any law or governmental regulation or ruling.
9.6 Beneficiaries. The Executive may designate one or more persons or
entities as the primary and/or contingent beneficiaries of any amounts to be
received under this Agreement. Such designation must be in the form of a signed
writing acceptable to the Board or the Board's designee. The Executive may make
or change such designation at any time.
9.7 Waiver of Clauses. At its discretion, the Company may require the
Executive to sign a waiver of all legal claims against the Company or any
Subsidiary upon the Executive's employment termination.
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9.8 Governing Law. To the extent not preempted by federal law, the
provisions of this Agreement shall be construed and enforced in accordance with
the laws of the state of Delaware without giving effect to principles of
conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the Effective Date.
ATTEST Xxxxxxx Lifesciences Corporation
By:______________________________ By:__________________________________
Corporate Secretary Title:_______________________________
Executive:
_____________________________________
Xxxxxxx X. Xxxxxxxxx
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