EMPLOYMENT AGREEMENT
Exhibit
10.8
THIS
EMPLOYMENT AGREEMENT (“Agreement”)
is made as of the day
of
June, 2006 by and between QSGI Inc., a Delaware corporation (“QSGI”) for itself
and its subsidiaries, QualTech International Corp. (“QTIC”) and QualTech
Services Group, Inc. (“QSG”), Delaware corporations (collectively QSGI inclusive
of its subsidiaries referred to as the "Company") with its principal office
located at 00 Xxxx Xxxxx, Xxxxxxxxxx, XX 00000, and Xxxx X. Xxxxx, a Minnesota
resident ("Employee").
WITNESSETH:WITNESSETH
WHEREAS,
QTIC
and QSG are engaged in the businesses of selling IBM manufactured processors,
providing reliable hardware and maintenance solutions for data center managers
around the world. QTIC sells IBM mainframe processors, IBM midrange & HP
equipment, IBM storage products, ESCON/FICON devices, controllers, and
networking equipment. QSG offers highly trained industry-leading technical
staff
to provide the reliability for the operation of computer operating systems
with
on-site backup equipment, site preparations and expert advice on systems
assurance;
WHEREAS,
as
part
and parcel to a series of interrelated transactions involving Employee and
QSGI,
QSGI previously paid Employee and his spouse Three Million, Two Hundred and
Fifty Thousand Dollars ($3,250,000.00) in cash and issued Employee restricted
shares of common stock in QSGI. QSGI then caused QSGI’s wholly owned subsidiary
entities to merge with the entities then owned by Employee and his spouse,
such
that the Company entities were the surviving entities; simultaneously therewith
Employee became an Employee of QTIC and QSGI pursuant to an Employment Agreement
dated May 1, 2004 (the “Employment Agreement”);
WHEREAS,
the
Employment Agreement, as superseded by that certain Employment Agreement dated
February 14, 2005 is scheduled to expire on February 13, 2007 and the parties
wish to again supersede and replace the same by this Agreement;
WHEREAS,
although
Employee will be employed by QTIC and QSG, QSGI is an intended third party
beneficiary of Employees’ employment;
WHEREAS,
Employee
warrants that from May 1, 2004 through the date of this Agreement, that Employee
has not directly or indirectly competed with the business of QSGI or the
Company; and
NOW,
THEREFORE,
in
consideration of the mutual covenants and promises herein contained, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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THE
AFORESTATED RECITALS ARE INCORPORATED HEREIN BY REFERENCE.
1.
Employment.
Employee
is employed by QTIC and QSG pursuant to this Agreement. Employee shall be
responsible for sales contracting and sales management functions at QTIC and
QSG, but may from time to time be requested to perform other services for the
Company. Employee will primarily render services hereunder from the principal
office of QSGI and QSG and may from time to time, on a reasonable basis, perform
his services, at other locations of his choice. Employee agrees that in the
rendition of such services and in all aspects of his employment, he will comply
with all reasonable policies, standards and regulations established by the
Company from time to time, inclusive of “404” compliance processes, procedures,
and compliance requirements.
2.
Term.
QTIC
and
QSG hereby employ Employee and Employee hereby accepts employment commencing
June 1, 2006 and expiring February 13, 2007. (the “Initial Period”). Following
the expiration of the Initial Period, the term of employment under this
Agreement shall automatically renew for one-half year time periods commencing
February 14 and August 14 unless terminated in accordance with the terms
contained in this Agreement. Any one-half year time period commencing on
February 14 of any year and ending on August 13 of such year and then commencing
August 14 and ending February 13 of the next year shall hereafter be defined
as
"Employment Period(s)". Only after the expiration of the Initial Period does
Employee have the right to cease his employment by providing at least six (6)
months advance written notice prior to the commencement of the next Employment
Period which notice shall state that he will cease his employment on the last
day of said next Employment Period.
3.
[Paragraph 3 intentionally left blank]
4. Duty
to Account.
Employee
shall account to and pay the Company all compensation earned from any source
during this Agreement and any Employment Period or which shall be earned during
the restrictive periods as set forth in Paragraph 13 below if such compensation
is found to result from a violation of such restriction(s) except income derived
from real estate activities and passive investments. Disability insurance
benefits and medical expense reimbursements received by Employee pursuant to
any
formal plan of the Company also shall not be considered compensation for
purposes of this Paragraph.
5. Disability.
(a) In
the
event Employee shall become disabled and be unable to perform his services
in
accordance with the terms of this Agreement, he shall be entitled to full salary
during the first two (2) month period of his disability.
(b) In
the
event the disability shall extend for a period beyond two (2) consecutive months
or the accumulation of sixty (60) days in any twelve (12) consecutive month
period of employment, Employee then shall be entitled to receive only such
compensation as may be provided by way of disability income insurance procured
by the Company on Employee for which Employee and not the Company is the named
beneficiary of said policies of insurance, if any, and the premiums which were
paid by the Company.
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(c) For
the
purposes of this Paragraph, the term "full salary" shall mean one-twelfth (1/12)
of the regular gross annual salary being paid to Employee immediately prior
to
the onset of his disability.
(d) In
the
event the Company pays premiums of disability income insurance for which
Employee is the insured, either as the owner of such insurance or on behalf
of
Employee, and by virtue of being disabled, Employee receives insurance benefits
from such policies, the insurance benefits received by Employee shall be
considered to have been paid by the Company towards fulfilling all of its
obligations to Employee under this Agreement.
(e) Insurance
benefits received by Employee with respect to policies which he owns
individually and on which he personally has paid premiums shall in no way affect
the terms of this Agreement.
(f) After
a
disability or a series of disabilities has continued for the periods set forth
in Subparagraphs (a) and (b) above, Employee's employment shall terminate,
whereupon he shall have no further rights pursuant to this Agreement, but shall
be bound by Paragraph 12 below.
(g)
The
Company shall have the right to obtain policies of insurance (of any nature
or
kind) which the Company deems necessary to ensure the benefit of its bargain
with respect to this Agreement.
(h) The
term
"disability" as used in this Paragraph is defined as the inability of Employee
to substantially perform the employment obligations as herein set forth due
to
mental or physical illness or accident.
6. Death.
In the
event Employee dies during the term of this Agreement, the Company immediately
shall pay to Employee's estate any salary accrued but unpaid as of the date
of
his death. Upon payment of the aforesaid sums, Employee shall have no further
rights pursuant to this Agreement. In the case of death, Employee’s widow shall
be bound by the provisions of Paragraph 13.
7.
Cessation
of Employment.
(a) Notwithstanding
anything to the contrary in this Agreement, the Company shall have the right
to
terminate employment “for cause” with or without prior notice, and in such
event, Employee’s rights to any sums, any compensation and all benefits shall
immediately cease, but Employee shall remain obligated to comply with all other
provisions of this Agreement. Termination of employment pursuant to this
Paragraph shall be subject to the Employee’s rights under COBRA and/or ERISA, if
any. Except in the event of insolvency, dissolution of the Company, bankruptcy
or assignment for the benefit of creditors by the
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Company,
foreclosure proceedings of a lien against the Company’s assets, Employee shall
be entitled to compensation under Paragraph 9.a. and 9.b and benefits under
9.e
through 9.f. earned through the date of filing of the petition of dissolution,
insolvency, bankruptcy, assignment for the benefit of creditors or foreclosure
proceedings. The Company shall also have the right to terminate Employees’
obligation to work “without cause”. If Employee’s is terminated “without cause”,
Employee shall remain obligated to comply with all other provisions of this
Agreement, he shall be entitled to payments of his Base Salary (as defined
in
Paragraph 9) for the balance of the then applicable Employment Period, and
any
additional compensation as set forth in Paragraph 9.b. If termination is “for
cause,” any Base Salary sum then due to Employee shall be payable in one
installment which is due fourteen (14) months from the last day Employee
provided services to the Company. Such payments shall be subject to and
conditioned upon Employee’s strict compliance with all terms and conditions of
this and any other agreement between Employee and the Company.
As
used
herein, the term “for cause” shall mean:
(i) Employee’s
indictment for any crime (whether or not involving the Company) of moral
turpitude or which is punishable by imprisonment of one year or more;
(ii) Any
act
or omission by Employee involving fraud, willful malfeasance or gross negligence
in the performance of his duties or responsibilities to the Company or an act
constituting a material breach of this Agreement or a breach of duty owed to
the
Company;
(iii) Employee’s
omission or act constituting fraud or misrepresentation by the Employee,
including, without limitation, any fraud, dishonesty or misrepresentation;
(iv)
Any
act by Employee in contravention of the Articles of Incorporation and/or By-laws
of the Company. Employee acknowledges and agrees that he will be required to
provide to the Company any and all written or oral information the Company
deems
relevant in connection with its review and termination of Employee’s discharge
for cause; or
(v)
Any
act,
omission, misrepresentation or conduct which constitutes a breach
of
any provision of any agreement between Employee and the Company.
An
act
above to qualify as a “for cause” termination must be material and the Company
must act in good faith.
(b)
If
Employee terminates his employment prior to expiration of Initial Period or
any
applicable Employment Period, then Employee shall receive his Base Salary as
set
forth in Paragraph 9.a. and additional compensation as set forth in Paragraph
9.b. earned through the last day of providing services to the Company.
8.
Employment
Title and Reporting.
(a)
Employee
shall be employed hereunder as “Executive Vice President”, but not a
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reporting
officer, of QTIC or QSG (including d/b/a entities). Employee shall report
directly to the QSGI chief operating officer and president
(b)
During
the Employment Period, Employee shall devote his full
business-related/non-personal time and attention to the Company businesses
and,
subject to reasonable restrictions, Employee shall have authority to perform
all
sales contracting and management, and transaction financing functions normally
performed by the head of business at a similarly situated company. Employee
must
receive advance approval from the Company to enter into a sales transaction
or
series of related transactions with an aggregate gross price exceeding
$500,000.00.
(c)
Employee
agrees to observe and comply with the rules and regulations of the Company,
as
adopted by the Company, with respect to the performance of the duties of
Employee.
9.
Compensation;
Benefits and Expenses.
During
the employment under this Agreement, for so long as Employee continues
performing services for the Company under this Agreement on a full time and
exclusive basis, as compensation for all of the services to be hereafter
rendered hereunder and Employee’s other covenants herein, QSGI shall cause
Employee to be paid through QTIC or QSG, or both, as the Company may from time
to time elect, as follows:
(a)
Until
February 13, 2008 annualized on a calendar year basis (Base Salary pro-rated
on
a monthly basis) subject to the usual payroll deductions provided by law (“Base
Salary”), Base Salary at a rate of Three Hundred Thousand Dollars ($300,000.00)
commencing on the first day of the Initial Period and during any Employment
Period during which Employee is employed pursuant to this Agreement. Provided
Employee remains employed pursuant to this Agreement, Commencing February 14,
2008 and during any Employment Period for so long Employee is employed pursuant
to this Agreement, Employee’s Base Salary shall be three hundred fifty thousand
dollars ($350,000.00). The Company, by its board of directors, may from time
to
time, at its sole discretion, increase the Base Salary or award a bonus to
Employee.
(b)
Commencing
on June 1, 2006 through February 13, 2008, provided Employee is employed by
the
Company pursuant to this Agreement, Employee shall receive twenty percent (20%)
of the net income after payment of all related income taxes of QSG, all as
determined in accordance with GAAP (using a combined tax rate for state and
federal tax of thirty-nine percent 39%). Amounts due under this Paragraph 9.b.
shall be determined on a monthly basis, and shall be payable all in Cash, US
Currency, to be paid concurrently with Employee’s next regular Base Salary
payment. For any Employment Period for which Employee is employed by Company
pursuant to this Agreement which commences on or after February 14, 2008 and
continuing for so long as Employees employment continues pursuant to this
Agreement, Employee shall receive twenty percent (20%) of the net income after
payment of all related income taxes of QTIC and QSG, all as determined in
accordance with GAAP (using a combined tax rate for state and federal tax of
thirty-nine percent 39%). Amounts due under this Paragraph 9.b. shall be
determined on a monthly basis, and shall be payable seventy-five percent (75%)
in cash, US Currency, in full , and twenty-five percent (25%) calculated
monthly, but “payable” within ten days of the last day of each calendar quarter
through issuance of unregistered shares of QSGI
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common
stock (the
price of said stock shall be calculated each month during each applicable period
of time by taking the average closing price of said stock on the last five
trading days of each applicable month). QSGI agrees that for so long as Employee
has not breached the Agreement, any unregistered shares granted to Employee
hereunder will be registered by QSGI on at least a semi-annual basis.
(c)
The
Company shall allow the Employee to use Company-provided vehicles, if any,
as
related to the businesses of the Company. If a Company-provided vehicle (owned
or leased) is not provided to Employee, then the Company shall render an
automobile allowance to Employee equal to One Thousand Dollars ($1,000) per
month.
(d)
Employee
shall be entitled to vacation in accordance with established Company policy.
(e)
Employee
shall be eligible to participate in pension, insurance or other supplemental
plans or arrangements offered to all employees of the Company.
(f)
QTIC
will
reimburse Employee for reasonable travel, entertainment or other out-of-pocket
expenses incurred or to be incurred by Employee in rendering the services
hereunder on behalf of the Company upon presentation of vouchers or other
documents reasonably necessary to verify the expenditures and sufficient, in
form and substance, to satisfy Internal Revenue Services requirements for
travel, entertainment or other expenses and proof of compliance with policies
and procedures as established by the Company relating to the same.
(g)
Employee
will be provided with a company credit card for use for direct Company
expenditures only.
10. Insurance.
QTIC
shall, during the term of this Agreement, maintain and pay for a medical
insurance policy for the benefit of Employee providing for a minimum of that
percentage of coverage as provided to the other employees of the Company.
Employee shall be responsible to pay any additional premiums for other insureds
under his policy.
11.
Transaction
Financing and Accounting.
Subject
to regulatory compliance obligations and/or the continued profitability of
the
Company, QSGI acknowledges its intent to allow the Company to operate as
independent subsidiaries; as such, it is the current intent of QSGI that sales
contract authorization, and certain subsidiary accounting functions with respect
to the businesses of QTIC and QSG may occur at or be performed at the
Minneapolis, MN area office of said entities while Employee is employed under
this Agreement as the parties from time to time agree.
12.
Records
And Reporting.
All
statements, receipts, invoices, checks, leases, contracts, worksheets, financial
statements, books and records, and all other instruments and documents relating
to or arising from sales-related activity at QTIC and QSG shall be properly
maintained by Employee at said entities place of business so that the same
may
be used by the Company and/or its auditors.
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13.
Restrictions.
(a)
Employee
acknowledges that the Company conducts its business on a worldwide basis through
the use of unique, proprietary and highly specialized technology, know-how,
processes, methods, systems or customer relationships. During his employment
and
during any applicable Restriction Period(s) (as defined and outlined below)
Employee shall not: (i) anywhere in the world, directly or indirectly, own,
manage, operate, control, be employed by, participate in, consult for, or be
connected in any manner, (including the acquisition of any inventory or
assisting any other party in acquiring inventory as the same relates to Company
businesses), with any other business engaged in the same or substantially
similar type of business which the Company is engaged or which the Company
or
QSGI plans to engage; (ii) directly or indirectly employ or solicit or induce
any current or prospective employee of the Company or of any subsidiary or
affiliate or parent of the Company including, without limitation, any current
or
prospective employee of the Company to accept employment with Employee or with
any business, operation, corporation, partnership, association, agency, or
other
person or entity which Employee may be associated; or (iii) directly or
indirectly, own, manage, operate, control, be employed by, participate in,
consult for, or be connected in any manner with any other business that does
business with a customer or a person or entity that is or was a customer of
the
Company; Restriction Period(s) for 13(a)(i) through 13(a) (iii) are as follows
:
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Initial
Period
Employee
Provides Notice he intends to cease employment or ceases to act in
accordance to paragraph 8(b) (i.e. Employee shall fail to devote
his full
business-related/non-personal time and attention to the Company
businesses).
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Restriction
Period
Restriction
Period is until 8/13/07*
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Terminated
Not For Cause by Company.
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Restriction
Period
Until
last day of the Initial Period *
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Terminated
For Cause
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Restriction
Period
12
months from date of termination
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Employment
Period(s)
Terminated
For Cause
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Restriction
Period
6
months* from date of termination
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Terminated
Not For Cause, or Employee provides notice he intends to cease employment
or ceases to act in accordance to paragraph 8(b) (i.e. Employee shall
fail
to devote his full business-related/non-personal time and attention
to the
Company businesses).
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Restriction
Period
6
months* from date of termination
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*
plus right of 6 month right of extension as set forth in paragraph
13
(c)
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(b)
Employee
agrees and acknowledges that any restrictions and/or covenants contained in
this
Agreement are reasonable in scope and duration and are necessary to protect
legitimate business interests and any and all confidential information of the
Company. If any provision of this or any other non-competition agreement and/or
covenant, as applied to any party or any circumstance, is adjudged by a court
to
be invalid or unenforceable, the same will in no way effect any other
circumstance or the validity of this Agreement. Furthermore, a court shall
interpret this provision in such a manner, reducing the scope and/or duration
of
such provision, so as to make any provision and/or this Agreement
enforceable.
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(c) Employee
also agrees that the Company may extend the Restriction Period and the
restrictions themselves for an additional six (6) months from the date the
same
would expire pursuant to - Paragraph 13.a. through payment to Employee of
non-employee compensation equal to One Hundred Seventy Five Thousand
($175,000.00). Said extension must be elected for the entire six-month period.
The extension shall be made at the discretion of the Company and shall be made
in writing in accordance with Paragraph 24 within ninety (90) days of the
employment cessation. Payment(s) shall be made to Employee on a monthly basis
during the period of extension at $29,166.66 per month payable on the
14th
day
following each month during the six-month extension. [For example, if a
Restriction Period ended on August 13 of a particular year and the Company
elected to extend the restriction of Paragraph 13, then non-employee payments
of
$29,166.66 would be payable to Employee commencing September 14 of said year
and
continuing on the 14th
day of
each month through February 14th
of the
following year.] By accepting said payments, Employee warrants to the Company
that he has not violated the previously imposed obligations of this Agreement.
14.
Property.
(a)
During
the Employment Period, Employee shall disclose immediately to the Company all
ideas, inventions and business plans that he makes, conceives, discovers or
develops during the course of employment with the Company, including but not
limited to any inventions, modifications, discoveries, developments,
improvements, computer programs, designs, copyrights, trademarks, patents,
processes, compositions, compounds, techniques, products or procedures that:
(i)
relates to the business of the Company, (ii) results from tasks assigned to
Employee by the Company, or (iii) results from the work of other employees
of
the Company. The same are the sole and exclusive property of the Company without
the payment of any royalty or other consideration.
(b)
All
memoranda, notes, lists, customer lists, product pricing, business plans,
records, technology, know-how, copyrights, patents, trademarks, trade secrets,
processes, techniques, compounds, work product and any other documents and
objects or any other confidential information now in existence or hereafter
made
or compiled by the Employee or the Company (and all copies thereof) and shall
be
delivered to the Company promptly upon the termination of the Employee's
employment or at any other time on request, and such information and/or
documentation, during and after the term hereof, shall not be disclosed,
divulged or communicated, directly or indirectly, to anyone other than the
other
members of the Company or other employees of the Company. Employee acquires
and
retains no right in any property of the Company except as may otherwise be
set
forth herein.
(c)
Upon
the termination of this employment or at such other time as Company may request,
Employee agrees to return to the Company all originals and copies, whether
generated by Employee or anyone else, of all documents, files, lists, forms,
contracts, computers, automobiles, notebooks, software, hardware, rolodexes,
keys, credit cards, and any other material which came into and continues to
be
in Employee’s possession and relates to the Company.
-8-
15.
Remedies.
(a)
If
Employee commits a breach, or threatens to commit a breach, of any of the
provisions of this Agreement, the Company shall have the following rights and
remedies:
(i)
The
right
and remedy to have the provisions of this Agreement relating to confidentiality
or non-competition specifically enforced (including but not limited to the
use
of temporary restraining order, preliminary and permanent injunction), without
bond, by any court having equity jurisdiction, it being acknowledged and agreed
that any such breach or threatened breach of those provisions will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company;
(ii)
The
right
and remedy to require Employee to account for and pay over to the Company all
compensation, profits, monies, accruals, increments or other benefits
(collectively “Benefits”) derived or received by Employee as the result of any
transactions constituting a breach of any of the provisions of this Agreement,
and Employee hereby agrees to account for and pay over such Benefits to the
Company;
(iii)
The
right
to xxx for monetary damages arising from the breach; and
(iv)
Any
other
remedy at law or equity.
(b)
Each
of
the rights and remedies indicated above shall be independent of the other,
and
shall be severally enforceable, and all such rights and remedies shall be in
addition to, and not in lieu of, any other rights and remedies available to
the
Company under law or in equity.
16.
Duty
to Cooperate.
During
and after Employee’s employment, Employee shall reasonably cooperate with the
Company: (i) in its business, (ii) if applicable, transitioning his duties
and
responsibilities, and (iii) in the defense and/or prosecution of any claims
or
actions now in existence or that may be brought in the future against or on
behalf of the Company. Employee’s cooperation in connection with such claims or
actions shall include and not be limited to, being available to meet with
counsel, to act as a witness on behalf of the Company, and to fully cooperate
with the Company in connection with any investigation or review by any federal,
state or local regulatory authority. The Company agrees to reimburse Employee
for all reasonable costs and expenses incurred in connection with his
performance under this Paragraph.
17.
[Paragraph 17 intentionally left blank]
18.
Attorney’s
Fees and Expenses.
In the
event that any action, suit or other proceeding in law or in equity is brought
to enforce the covenants terms and conditions of this Agreement, the prevailing
party shall be entitled to recover its reasonable attorney’s fees and costs at
pre-trial, trial and appellate levels from the non-prevailing
party.
19.
Indemnity.
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(a)
Except
for allegations of breach of duty owed to the Company, allegations of fraud,
violations of law, and conduct amounting to at least gross negligence, the
Company shall indemnify Employee against all liability incurred by him in
connection with any proceeding to which he is made a party by virtue of his
performing services for the Company; provided that the Employee furnishes the
Company with a written notice and demand for the same. The Company shall be
obligated to pay the expenses of any proceeding against Employee, only if proper
notice is received and only if the Company shall be allowed to assume the
defense of such proceeding, with counsel of the Company’s choice. Employee shall
have the right to engage counsel, of its choosing at his sole cost and
expense.
(b)
For
purposes of this Section:
(i)
The
term “expenses” shall include all direct and indirect costs (including without
limitation, counsel fees, retainers, court costs, transcripts, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all other disbursements
or
out-of-pocket expenses) actually incurred in connection with the investigation,
defense, settlement or appeal of a proceeding or establishing or enforcing
a
right to indemnification under this Paragraph, applicable law or
otherwise.
(ii)
The
term “liability” means the obligation to pay a judgment, settlement, penalty,
fine, excise tax or reasonable expenses incurred with respect to a
proceeding.
(iii)
The
term “proceeding” means any claim, action, suit or proceeding.
20.
Withholding.
The
Company shall be entitled to deduct and withhold from any payments made or
due
to the Employee hereunder such amounts as are necessary and required by law
or
government regulation for any income taxes, social security taxes or the like
with respect to the benefits and other compensation being provided hereunder
and
any sum due to, or incurred by, the Company.
21.
Prohibition
Against Assignment.
Employee
agrees on behalf of himself and his executors and administrators, heirs,
legatees, distributees, and any other person or persons claiming any benefits
under him by virtue of this Agreement, that this Agreement and the rights,
interests, and benefits hereunder shall not be assigned, transferred, pledged,
or hypothecated in any way by Employee or any executor, administrator, heir,
legatee, distributee, or other person claiming under Employee by virtue of
this
Agreement and shall not be subject to execution, attachment, or similar process.
Any attempted assignment, transfer, pledge or hypothecation, or other
disposition of this Agreement or of such rights, interests, and benefits
contrary to the foregoing provisions, or the levy of any attachment or similar
process thereupon, shall be null and void and without affect.
22. Governing
Law.
This
Agreement shall be governed by the internal laws of the State of Florida. Any
action to enforce any term hereof shall be brought in any courts or venues
chosen by the Company necessary to enforce the terms hereof.
23.
Binding
Effect.
Except
as otherwise herein expressly provided, this Agreement shall be binding upon,
and shall inure to the benefit of the parties hereto, their respective heirs,
legal representatives, successors and assigns.
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24.
Notices.
All
notices, designations, consents, offers, acceptances, waivers or any other
communication provided for herein, or required hereunder shall be in writing
and
shall be mailed by certified mail, return receipt requested, or delivered by
hand. All such notices shall be deemed to have been given or delivered three
days after the date mailed in any general or branch United States Post Office
enclosed in a registered postpaid envelope addressed to the address of the
respective parties state below, on the date of the by hand delivery if
delivered.
The
notices shall be addressed as follows:
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If
to Employee:
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Xxxx
X. Xxxxx
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0000
Xxxxxxx Xxxx Xxxxx
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Xxxxx
Xxxx, Xxxxxxxxx 00000
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with
a copy to:
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Xxxxx
X. Xxxxxxxx, P.A.
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Attn:
Xxxxx X. Xxxxxxxx
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00000
Xxxxxxx Xxxxxxxxx, Xxxxx 000
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Xxxxxxx,
Xxxxxxxxx 00000
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If
to the Company:
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QSGI,
Inc.
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00
Xxxx Xxxxx
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Xxxxxxxxxx,
Xxx Xxxxxx 00000
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with
a copy to:
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Xxxx
Xxxxxx
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Burger,
Xxxxxx & Xxxxx, X.X.
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0000
Xxxxx Xxxxx, Xxxxx 000
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Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
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or
to
such other address as a party hereto may notify the other parties pursuant
to
this Paragraph.
25.
Additional
Documents.
Each of
the parties hereto agrees to execute and deliver, without cost or expense to
any
other party, any and all such further instruments or documents and to take
any
and all such further actions reasonably requested by any other party hereto
as
may be necessary in order to effectuate this Agreement.
26.
Counterparts.
This
Agreement and any amendments hereto may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument, binding on the parties and the signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.
27.
Entire
Agreement.
There
are no rules of construction relating to this Agreement as each party is deemed
a drafter hereof. Further, each party hereto has had the opportunity to have
this Agreement reviewed by counsel of their choosing.
28.
Severability.
If
any
provision of this Agreement, or the application thereof to any person or
circumstances, shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby,
but
rather shall be enforced to the greatest extent permitted by law.
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29.
Modification.
This
Agreement cannot be changed, modified or discharged orally, but only if
consented to in writing by both parties.
30.
Contract
Headings.
All
headings of the paragraphs of this Agreement have been inserted for convenience
of reference only, are not to be considered a part of this Agreement, and shall
in no way affect the interpretation of any of the provisions of this
Agreement.
31.
Waiver.
Failure
to insist upon strict compliance with any of the Terms, covenants, or conditions
hereof shall not be deemed a waiver of such Term, covenant, or condition, nor
shall any waiver or relinquishment of any right or power hereunder at any one
time or more times be deemed a waiver or relinquishment of such right or power
at any other time or times.
[SIGNATURES
CONTAINED ON NEXT PAGE]
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IN
WITNESS WHEREOF,
the
parties hereto execute this Agreement effective as of the day and year first
written above.
|
QUALTECH
SERVICES GROUP, INC.,
A
DELAWARE CORPORATION, EMPLOYER:
_______________________________
Name:
_________________________
Title:
__________________________
QSGI
INC., A DELWARE CORPORATION
______________________________
Xxxx
Xxxxxxx
Title:
CEO
|
QUALTECH
INTERNATIONAL
CORPORATION,
A DELAWARE CORPORATION, EMPLOYER:
_______________________________
Name:
_________________________
Title:
__________________________
EMPLOYEE:
_______________________________
Xxxx
X. Xxxxx
_______________________________
Xxxxxx
Xxxxx, solely for the purpose of
agreeing
to be bound by the restrictions
of
Paragraph 13 as if a party to the
same.
|
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