EMPLOYMENT AGREEMENT
Exhibit
10.9
THIS
EMPLOYMENT AGREEMENT (“Agreement”)
is
made and entered into on September 19, 2006 (“Effective
Date”)
by and
between YP Corp., a Nevada corporation (the “Company”)
and
Xxxxxx X. Xxxxx, Xx. (“Executive”).
Background
The
Company has engaged Executive, since January 2006, in the dual capacity of
Interim Chairman of the Board, Chief Executive Officer and
President.
The
Company and Executive now desire to extinguish their dual capacity interim
arrangement, naming an independent director as Chairman of the board and making
Executive official Chief Executive Officer and President.
In
consideration of the mutual promises, covenants and agreements herein contained,
intending to be legally bound, the parties agree as follows:
1. Employment.
The
Company hereby agrees to employ Executive, and Executive hereby agrees to serve,
subject to the provisions of the Agreement, as an employee of the Company in
the
position of Chief Executive Officer and President. Executive will perform all
services and acts reasonably necessary to fulfill the duties and
responsibilities of his position and will render such services on the terms
set
forth herein and will report to the Company’s Board of Directors (the
“Board”).
In
addition, Executive will have such other executive and managerial powers and
duties with respect to the Company as may reasonably be assigned to him by
the
Board, to the extent consistent with his position and status as set forth above.
Executive agrees to devote his full business time, attention and energies to
the
extent reasonably necessary to perform the duties assigned hereunder, and to
perform such duties diligently, faithfully and to the best of his abilities.
Notwithstanding the foregoing, Company acknowledges and agrees that during
the
Term, Executive shall have the right to have a “financial interest” in or serve
as a consultant, officer or director of any non-competing business; provided
that Executive agrees that engaging in such outside activities shall not
interfere with the performance of Executive’s duties hereunder. Executive
acknowledges that any such outside activities that involve an entity other
than
the Company or its subsidiaries will involve an entity independent of the
Company and any actions or decisions Executive takes or makes on behalf of
such
entity will not be imputed to the Company or its subsidiaries.
2. Term.
This
Agreement is for the three-year period (the “Term”)
commencing on the Effective Date hereof and terminating on the third anniversary
thereof, or upon the date of termination of employment pursuant to Section
8
of this
Agreement; provided, however, that commencing on the third anniversary of the
Effective Date and each anniversary thereafter the Term will automatically
be
extended for additional one year periods, unless either party hereto will have
notified the other party hereto in writing within 90 days of such applicable
anniversary that such extension will not take effect, in which event the Term
shall end on the last day of the then current period.
3. Place
of Performance.
Executive may perform his duties and conduct his business on behalf of the
Company at either the Company’s offices in Mesa, Arizona or Las Vegas, Nevada or
at remote locations of his choosing by telecommuting; provided that such
practice shall not substantially interfere with the performance of Executive’s
duties hereunder.
4. Compensation.
(a) Salary.
Executive’s salary during the first year of this Agreement will remain at the
annual rate of $420,000 (the “Annual
Salary”),
payable in accordance with the Company’s regular payroll practices. For the
Company’s fiscal year ending September 30, 2008 and fiscal year ending September
30, 2009, Executive’s Annual Salary shall be increased by 10% of the preceding
year’s Annual Salary.
(b) Performance
Bonuses.
Executive will receive an annual bonus of $150,000 in the event the Company
reaches annual performance measures established by the Compensation Committee
of
the Company’s Board of Directors. To the extent such test is met, the bonus will
be paid to Executive no later than 10 days after the filing of the Company’s
annual Report on Form 10-K with the Securities and Exchange Commission. All
bonuses payable under this Section
4(b)
will be
subject to all applicable withholdings, including taxes. In the event
Executive’s employment ends for any reason other than for Cause or a voluntary
termination without Good Reason, Executive shall be eligible to receive the
bonus described hereunder for the year in which his employment ends, payable
at
such time as the bonus would otherwise be payable.
(c) Exchange
Bonus.
Upon
the Company’s common stock becoming listed on a national exchange, Executive
will receive a one-time bonus of $150,000 within 30 days after the listing
takes
effect. In the event Executive’s employment ends for any reason other than for
Cause or a voluntary termination without Good Reason, Executive shall be
eligible to receive the bonus described hereunder if the listing occurs during
the six-month period after his employment ends, payable at such time as the
bonus would otherwise be payable.
(d) Discretionary
Bonus.
During
each year of the Term, the Compensation Committee of the Board will review
Executive’s performance and may, in its sole discretion, cause to be paid to
Executive a discretionary bonus in addition to the Annual Salary and other
bonuses, subject to all applicable withholdings, including taxes.
(e) Restricted
Stock.
The
Company will grant to Executive upon execution of this Agreement 1,000,000
shares of restricted common stock of the Company (“Restricted
Stock”)
pursuant to the Company’s 2003 Stock Plan and the Company’s standard form of
Restricted Stock Agreement (“Restricted
Stock Agreement”).
All
shares of the Restricted Stock will immediately vest and no longer be subject
to
forfeiture upon the earlier to occur of (i) three years from the date of the
Restricted Stock Agreement and (ii) a “Change of Control,” as defined in the
Company’s 2003 Stock Plan. Additionally, upon termination of this Agreement and
Executive’s employment pursuant to Sections
8(a)(v) or (vi)
below,
any and all shares of restricted stock granted to Executive prior to the date
of
this Agreement and any shares of Restricted Stock granted pursuant to the
Restricted Stock Agreement, in each case that are unvested at the time and
for
which the risk of forfeiture has lapsed pursuant to either of clauses 4(f)(i)
through (iii) as a result of the Company achieving annual net income levels
established by the Compensation Committee of the Company’s Board of Directors,
will immediately vest and no longer be subject to forfeiture under the 2003
Stock Plan, the Restricted Stock Agreement or any agreement pursuant to which
such shares are granted. Notwithstanding the foregoing, any shares of the
Restricted Stock owned by Executive, which remain unvested under the terms
of
the Company’s 2003 Stock Plan, will be subject to forfeiture back to the Company
in accordance with the following:
(i)
333,334
shares of the Restricted Stock shall be immediately returned to the Company
and
will no longer be eligible for vesting in the event the Company fails to achieve
the annual net income measures for the Company’s fiscal year ended September 30,
2006 established by the Compensation Committee of the Company’s Board of
Directors.
(ii)
333,333
shares of the Restricted Stock shall be immediately returned to the Company
and
will no longer be eligible for vesting in the event the Company fails to achieve
the annual net income measures for the Company’s fiscal year ended September 30,
2007 established by the Compensation Committee of the Company’s Board of
Directors.
(iii)
333,333 shares of the Restricted Stock shall be immediately returned to
the Company and will no longer be eligible for vesting in the event the Company
fails to achieve the annual net income measures for the Company’s fiscal year
ended September 30, 2008 established by the Compensation Committee of the
Company’s Board of Directors.
By
way of
example, in the event that the Company achieves the requisite annual net income
measure for the fiscal year ended September 30, 2006 and also achieves the
requisite annual net income measure for the fiscal year ended September 30,
2007
but fails to achieve the requisite annual net income measure for the fiscal
year
ended September 30, 2008, Executive would only be required to forfeit and return
to the Company 333,333 shares of the Restricted Stock in accordance with
subsection 4(f)(iii) above. If the Company achieved the annual net income
measure set forth in subsection 4(f)(i) above, but fails to achieve the annual
net income measure set forth in subsection 4(f)(ii) above, Executive would
have
been required to return 333,333 shares of the Restricted Stock to the Company
pursuant to subsection 4(f)(ii) but would be permitted to retain the shares
identified in subsection 4(f)(i). Any such retained shares would continue to
be
subject to risk of forfeiture pursuant to the applicable vesting
schedule.
(f) Automobile.
Executive will be provided with an automobile for Executive’s use and Company
shall pay all reasonable related costs and expenses, including, but not limited
to, fuel, oil, maintenance, repairs, garage and insurance.
5. Business
Expenses.
During
the Term, the Company will reimburse Executive for all reasonable business
expenses incurred by him in connection with his employment and the performance
of his duties, upon submission by the Executive of receipts and other
documentation in conformance with the Company’s normal procedures for executives
of Executive’s position and status. If Executive decides to travel on Company
business using Executive’s plane or by chartering a plane, he shall be
reimbursed at reasonable commercial rates customary for an executive of his
position.
6. Vacation,
Holidays and Sick Leave.
During
the Term, Executive will be entitled to paid vacation paid holidays and paid
sick leave in accordance with the Company’s standard policies for its officers,
as may be amended from time to time.
7. Benefits.
During
the Term, Executive will be eligible to participate fully in all health,
disability and dental benefits, insurance programs, pension and retirement
plans
and other employee benefit and compensation arrangements (collectively, the
“Employee
Benefits”)
available to senior officers of the Company generally, as the same may be
amended from time to time by the Board. Company shall reimburse Executive for
any reasonable and medically necessary medical and dental costs and expenses
incurred by Executive and/or his family to the extent that such costs and
expenses are not covered by Company's insurance policies and in an amount not
in
excess of $10,000 per benefit year.
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8.
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Termination
of Employment.
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(a) Notwithstanding
any provision of this Agreement to the contrary, the employment of Executive
hereunder will terminate on the first to occur of the following
dates:
(i) the
date
of Executive’s death;
(ii) the
date
on which Executive has experienced a Disability (as defined below), and the
Company gives Executive notice of termination on account of Disability;
(iii) the
date
on which Executive has engaged in conduct that constitutes Cause (as defined
below), and the Company gives notice of termination for Cause;
(iv) expiration
of the Term upon delivery of proper and timely notice;
(v) the
date
on which the Company gives Executive notice of termination for any reason other
than the reasons set forth in (i) through (iv) above; or
(vi) the
date
on which Executive gives the Company notice of termination for Good Reason
(as
defined below).
(b) For
purposes of this Agreement, “Disability”
will
mean an illness, injury or other incapacitating condition as a result of which
Executive is unable to perform, with reasonable accommodation, the services
required to be performed under this Agreement for 180 consecutive days during
the Term. Executive agrees to submit to such medical examinations as may be
necessary to determine whether a Disability exists, pursuant to such reasonable
requests made by the Company from time to time. Any determination as to the
existence of a Disability will be made by a physician mutually selected by
the
Company and Executive.
(c) For
purposes of this Agreement, “Cause”
will
mean the occurrence of any of the following events, as reasonably determined
by
the Board:
(i) Executive’s
willful and continued refusal to substantially perform his duties
hereunder;
(ii) Executive’s
conviction of a felony, or his guilty plea to or entry of a nolo contendere
plea
to a felony charge; or
(iii)
Executive’s
breach of any material term of this Agreement or the Company’s written policies
and procedures, as in effect from time to time; provided, however, that with
respect to (i) or (iii) above, such termination for Cause will only be effective
if the conduct constituting Cause is not cured by Executive within 30 days
of
receipt by Executive of written notice specifying in reasonable detail the
nature of the alleged breach. For purposes of this subparagraph (c), no act
or
omission by Executive shall be considered “willful” unless done, or not done, by
Executive in bad faith or without reasonable belief that such act or omission
was in the best interests of Company, and any act or omission by Executive
based
upon or consistent with authority given to Executive under this Agreement or
by
the Board or upon advice of the Company’s counsel, shall be conclusively
presumed to be done in good faith and in the best interests of Company. There
shall be a presumption that Executive has not violated Sections
8(c)(i) or (iii)
above
until there is a finding by the fact finder (i.e., judge, jury, or arbitrator)
of wrongdoing sufficient to justify termination for Cause under these sections.
Until such a finding is made, Executive shall receive all the payments and
benefits that he would otherwise receive if his employment was terminated
pursuant to Sections
8(a)(v) or (vi)
above.
(d)
For
purposes of this Agreement, “Good
Reason”
will
mean the occurrence of any of the following events, as reasonably determined
by
Executive:
(i)
a
substantial reduction in Executive’s responsibilities and duties by the Board or
change in job title, but excluding for reasons of Cause;
(ii)
the
removal of Executive from the Board of Directors, but excluding reasons for
Cause;
(iii)
the
failure of the Company to pay Executive on a timely basis his total Annual
Salary and/or bonuses, fees or payments earned;
(iv)
the
Company’s breach of any material term of this Agreement; provided that in all
cases Executive will have provided the Company with notice and not less than
a
15 calendar day opportunity to cure the conduct that Executive claims
constitutes Good Reason; and/or
(v)
a
Change
of Control shall have occurred. For purposes of this Agreement, “Change of
Control” shall have the meaning ascribed to it in the Company’s 2003 Stock
Plan.
9.
Compensation
in Event of Termination.
Upon
termination of this Agreement and Executive’s employment, the Company will have
no further obligation to Executive except to pay the amounts set forth in this
Section
9.
(a) In
the
event Executive’s employment is terminated pursuant to Sections 8(a)(ii), (iii)
or (iv) on or before the expiration of the Term, Executive will be entitled
to
payment of any earned but unpaid Annual Salary for the year in which the
Executive’s employment is terminated through the date of termination, as well as
any accrued but unused vacation, reimbursement of expenses and vested benefits
to which Executive is entitled in accordance with the terms of each applicable
Employee Benefits plan. Any bonuses, fees or payments due to Executive under
Sections
4(b)-(e)
above
shall be paid to Executive as set forth therein.
(b) In
the
event Executive’s employment is terminated pursuant to Section 8(a)(i),
Executive’s estate, conservator or designated beneficiary, as the case may be,
will be entitled to receive, in addition to Executive’s accrued salary and
benefits through the date of death, a lump sum payment equivalent to six months’
of Executive’s Annual Salary in effect at the time of death;
(c) In
the
event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi)
on or before the expiration of the Term, and provided that Executive executes
a
valid release of any and all claims that Executive may have relating to his
employment against the Company and its agents, including but not limited to
its
officers, directors and employees, in a form provided by the Company, Executive
will be entitled to receive, as his sole and exclusive remedy, on the date
of
termination, in addition to his accrued salary and benefits through the date
of
termination, a lump sum amount equal to 12 months of payments that Executive
would receive under the Agreement if his employment with the Company had not
been terminated, including, but not limited to, the Annual Salary in effect
at
the time of termination, vacation, benefits and reimbursement of expenses.
Any
bonuses, fees or payments due to Executive under Sections
4(b)-(e)
above
shall be paid to Executive as set forth therein. Executive shall have no duty
to
mitigate in order to receive the benefits set forth herein and the benefits
shall not be reduced or offset by other income, payments or profits received
by
Executive from any source. Notwithstanding
the foregoing, if (i) Executive is a “specified employee” (as defined in Section
409A of the Internal Revenue Code of 1986, as amended), and (ii) the definition
of Good Reason above does not qualify as an “involuntary” separation from
service pursuant to guidance issued under Section 409A, the above payment will
be paid to Executive in one lump sum on the first day of the seventh month
following his separation from service. If Executive dies before he receives
the
above payment, the Company will distribute the benefits to Executive’s
beneficiary as soon as administratively feasible following the date of
Executive’s death.
(d) In
the
event that it shall be determined by the Company’s public accounting firm that
any payment or distribution by the Company or its affiliated companies to or
for
the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any adjustment required under this Section 9(c)
(a
“Payment”)),
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended or any amendment, replacement or similar
provision thereto, or any interest or penalties are incurred by Executive (other
than interest or penalties incurred as a result of Executive’s failure promptly
to file appropriate tax returns or amended tax returns after notification of
such determination by the Company’s public accounting firm) with respect to such
excise tax (such excise tax, together with any such interest and penalties,
are
hereinafter collectively referred to as the “Excise
Tax”),
then
Executive shall be entitled to receive within 30 days following such
determination or such occurrence, as the case may be, an additional payment
(a
“Gross
Up Payment”)
in an
amount such that after payment by Executive of the Excise Tax imposed upon
the
Gross-Up Payment, Executive will retain an amount equal to the amount he would
have retained had no Excise Tax been imposed.
10. Confidentiality.
Executive covenants and agrees that he will not at any time during or after
the
end of the Term, without written consent of the Company or as may be required
by
law or valid legal process, directly or indirectly, use for his own account,
or
disclose to any person, firm or corporation, other than authorized officers,
directors, attorneys, accountants and employees of the Company or its
subsidiaries, Confidential Information (as hereinafter defined) of the Company.
As used herein, “Confidential
Information”
of
the
Company means information about the Company of any kind, nature or description,
including but not limited to, any proprietary information, trade secrets, data,
formulae, supplier, client and customer lists or requirements, price lists
or
pricing structures, marketing and sales information, business plans or dealings
and financial information and plans as well as papers, resumes and records
(including computer records) that are disclosed to or otherwise known to
Executive as a direct or indirect consequence of Executive’s employment with the
Company, which information is not generally known to the public or in the
businesses in which the Company is engaged. Confidential Information also
includes any information furnished to the Company by a third party with
restrictions on its use or further disclosure.
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11.
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Nonsolicitation
and Noninterference.
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(a) Customers
and Suppliers.
While
employed by the Company and for a one-year period thereafter, Executive will
not, directly or indirectly, solicit or influence or attempt to solicit or
influence any current or prospective customer, client, vendor or supplier of
the
Company or any of its affiliates or subsidiaries to divert their business to
any
Competitor (as defined below) of the Company (whether or not exclusive) or
otherwise terminate his or its relationship with the Company.
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(b)
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Employees.
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(i) Executive
recognizes that, as a result of Executive’s association with the Company, he
will possess confidential information about other employees or consultants
of
the Company and its subsidiaries and affiliates relating to their education,
experience, skills, abilities, compensation and benefits, and their
interpersonal relationships with customers. Executive acknowledges and agrees
that the information he possesses or will possess about these other employees
or
consultants is not generally known, is of substantial value to the Company
and
its affiliates and subsidiaries in developing its business and in securing
and
retaining customers, and is, will be or may be known to Executive because of
his
employment with the Company.
(ii) Accordingly,
Executive agrees that, while employed by the Company and for a one-year period
thereafter, Executive will not, directly or indirectly, induce, solicit or
recruit any employee or consultant of the Company or its subsidiaries or
affiliates or any individual that served as an employee or a consultant of
the
Company or its subsidiaries or affiliates in the past 12 months for the purpose
of (A) being employed by or providing services to Executive or by any Competitor
of the Company or (B) causing such individual to terminate his or her employment
relationship with the Company for any purpose or no purpose.
(iii) For
purposes of this Agreement, a “Competitor”
will
mean any other entity or person that provides or proposes to provide yellow
pages listing services on the Internet.
(iv) the
provisions of Sections 11(a) and (b) above shall not apply in the event that
this Agreement is terminated pursuant to Sections
8(a)(v) or (vi)
above.
12. Rights
and Remedies upon Breach.
In the
event that Executive breaches, or threatens to breach, any of the material
agreements or material covenants set forth herein, the Company will have the
right and remedy to seek to obtain injunctive relief, it being agreed that
any
breach or threatened breach of any of the confidentiality, nonsolicitation
or
other restrictive covenants and agreements contained herein would cause
irreparable injury to the Company and that money damages would not provide
an
adequate remedy at law to the Company.
13. Dispute
Resolution.
Except
for an action exclusively seeking injunctive relief, any disagreement, claim
or
controversy arising under or in connection with this Agreement, including
Executive’s employment or termination of employment with the Company will be
resolved exclusively by arbitration before a single arbitrator in accordance
with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association (the “Rules”),
provided that, the arbitrator will allow for discovery sufficient to adequately
arbitrate any claims, including access to essential documents and witnesses;
provided further, that the Rules will be modified by the arbitrator to the
extent necessary to be consistent with applicable law. The arbitration will
take
place in Phoenix, Arizona. The award of the arbitrator with respect to such
disagreement, claim or controversy will be in writing with sufficient
explanation to allow for such meaningful judicial review as permitted by law,
and that such decision will be enforceable in any court of competent
jurisdiction and will be binding on the parties hereto. The remedies available
in arbitration will be identical to those allowed at law. The arbitrator will
be
entitled to award reasonable attorneys’ fees to the prevailing party in any
arbitration or judicial action under this Agreement, consistent with applicable
law. The Company and Executive each will pay its or his own attorneys’ fees and
costs in any such arbitration, provided that, the Company will pay for any
costs, including the arbitrator’s fee, that Executive would not have otherwise
incurred if the dispute were adjudicated in a court of law, rather than through
arbitration.
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14.
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Binding
Agreement.
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(a) This
Agreement is a personal contract and the rights and interests of Executive
hereunder may not be sold, transferred, assigned, pledged, encumbered or
hypothecated by him, provided that all rights of the Executive hereunder shall
inure to the benefit of, and be enforceable by Executive’s personal or legal
representatives, executors, heirs, administrators, successors, distributors,
devisees and legatees.
(b) In
addition to any obligations imposed by law, any successor to Company (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all
or
substantially all of the assets of the Company, is bound by this Agreement
in
the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.
15. Disclosure
Obligations.
During
the Term, Executive agrees to make prompt and full disclosure to the Company
of
any change of facts or circumstances that may affect Executive’s obligations
undertaken and acknowledged herein, and Executive agrees that the Company has
the right to notify any third party of the existence and content of Executive’s
obligations hereunder.
16. Return
of Company Property.
Executive agrees that following the termination of his employment for any
reason, he will promptly return all property of the Company, its subsidiaries,
affiliates and any divisions thereof he may have managed that is then in or
thereafter comes into his possession, including, but not limited to, documents,
contracts, agreements, plans, photographs, books, notes, electronically stored
data and all copies of the foregoing, as well as any materials or equipment
supplied by the Company to Executive.
17. Entire
Agreement.
This
Agreement contains all the understandings between the parties hereto pertaining
to the matters referred to herein, and supersedes all undertakings and
agreements, whether oral or written, previously entered into by them with
respect thereto. Executive represents that, in executing this Agreement, he
does
not rely, and has not relied, on any representation or statement not set forth
herein made by the Company with regard to the subject matter, bases or effect
of
this Agreement otherwise.
18. Amendment
or Modification, Waiver.
No
provision of this Agreement may be amended or waived unless such amendment
or
waiver is agreed to in writing, signed by Executive and by a duly authorized
officer of the Company. The failure of either party to this Agreement to enforce
any of its terms, provisions or covenants will not be construed as a waiver
of
the same or of the right of such party to enforce the same. Waiver by either
party hereto of any breach or default by the other party of any term or
provision of this Agreement will not operate as a waiver of any other breach
or
default.
19. Notices.
Any
notice to be given hereunder will be in writing and will be deemed given when
delivered personally, sent by courier or fax or registered or certified mail,
postage prepaid, return receipt requested, addressed to the party concerned
at
the address indicated below or to such other address as such party may
subsequently give notice of hereunder in writing:
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To
Executive at:
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Xxxxxx
X. Xxxxx, Xx.
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To
the Company at:
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Suite
105
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0000
X Xxxxxxx Xxxxxx
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Xxxx,
XX 00000-0000
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Phone:
(000) 000-0000
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Fax:
(000) 000-0000
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Attention:
Chief Financial Officer
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Any
notice delivered personally or by courier under this Section will be deemed
given on the date delivered. Any notice sent by fax or registered or certified
mail, postage prepaid, return receipt requested, will be deemed given on the
date faxed or mailed. Each party may change the address to which notices are
to
be sent by giving notice of such change in conformity with the provisions of
this Section.
20. Severability.
In the
event that any one or more of the provisions of this Agreement will be held
to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remainder of the Agreement will not in any way be affected or impaired
thereby. Moreover, if any one or more of the provisions contained in this
Agreement will be held to be excessively broad as to duration, activity or
subject, such provisions will be constructed by limiting and reducing them
so as
to be enforceable to the maximum extent allowed by applicable law.
21. Survivorship.
The
respective rights and obligations of the parties hereunder will survive any
termination of this Agreement to the extent necessary for the intended
preservation of such rights and obligations.
22. Each
Party the Drafter.
This
Agreement and the provisions contained in it will not be construed or
interpreted for or against any party to this Agreement because that party
drafted or caused that party’s legal representative to draft any of its
provisions.
23. Governing
Law.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of Arizona, without regard to its conflicts of laws
principles.
24. Headings.
All
descriptive headings of sections and paragraphs in this Agreement are intended
solely for convenience, and no provision of this Agreement is to be construed
by
reference to the heading of any section or paragraph.
25. Counterparts.
This
Agreement may be executed in counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.
26. Indemnification.
Company
shall indemnify, hold harmless and defend Executive for all acts or omissions
taken or not taken by Executive while performing services for Company upon
the
terms and conditions set forth in the Company’s bylaws. At all times during the
Term, Company shall maintain an insurance policy covering all Officers and
Directors of the Company against third party claims and lawsuits, and Company
shall ensure that Executive shall be covered by such policy upon terms and
conditions no less favorable to Executive than the terms and conditions
governing the coverage accorded to such other Officers and
Directors.
27. Interrelation
with 2003 Stock Plan. To
the
extent any term of this Agreement conflicts with any term of the 2003 Stock
Plan, the terms of this Agreement shall control.
28. Executive’s
Right to Audit Financial Records. Executive
shall have the right, both during and after his employment, to review and/or
receive copies of the financial and business records of the Company to the
extent necessary to ensure compliance with the terms of this
Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
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YP
CORP., a Nevada corporation
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EXECUTIVE
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/s/
Xxxx Xxxxxxxxxxxx
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/s/
Xxxxxx X. Xxxxx, Xx
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Xxxx
Xxxxxxxxxxxx
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Xxxxxx
X. Xxxxx, Xx.
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Chief
Financial Officer
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[XXXXXX
XXXXX EMPLOYMENT AGREEMENT]
