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EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of October 1, 1999
(the "Effective Date"), is between STARNET FINANCIAL, INC., a Delaware
corporation (the "Company"), and XXXXXXXX XXXXXXXX ("Xxxxxxxx"). The Company and
Xxxxxxxx are collectively referred to in this Agreement as the "Parties."
Background
The Company wishes to employ Xxxxxxxx as its Executive Vice President--Secondary
Marketing, and the Parties desire to provide for the employment of Xxxxxxxx as
of the Effective Date in accordance with the terms of this Agreement.
Terms of Agreement
The Parties agree as follows:
1. EMPLOYMENT. The Company employs Xxxxxxxx to devote her personal services to
the business and affairs of the Company, and Xxxxxxxx accepts such employment,
on the terms and conditions stated in this Agreement.
1.1. Duties. Xxxxxxxx'x title and position shall be Executive Vice
President--Secondary Marketing of the Company. Xxxxxxxx'x duties will be
those customarily performed by persons acting in that capacity and those that
may be designated by the Board of Directors, the Chief Executive Officer and
the President of the Company consistent with the title and position of
Executive Vice President--Secondary Marketing. Xxxxxxxx shall report directly
to the Company's President. Xxxxxxxx shall also serve, upon request and
without additional compensation, as an officer or a director, or both, of any
subsidiary, division, or affiliate of the Company or any other entity in
which the Company holds an equity interest or which it sponsors.
1.2. Full-Time Employee. Xxxxxxxx shall devote her full time (except for
reasonable vacation time and absence for any disability), attention, and best
efforts to the performance of her duties described in Article 1.1.
2. TERM. The term of Xxxxxxxx'x employment under this Agreement (the "Term")
shall commence on the Effective Date and shall continue for five (5) years or
until terminated pursuant to Article 5.
3. COMPENSATION. As compensation for the services rendered by Xxxxxxxx under
this Agreement, the Company shall, during the Term, pay or provide Xxxxxxxx the
following:
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3.1. Base Salary. The Company shall pay Xxxxxxxx during the Term a base
salary equal to One Hundred Forty-Four Thousand Dollars ($144,000.00) per
fiscal year of the Company ("Base Salary"). Base Salary shall be paid in
equal installments every two weeks, in arrears, at the Company's regular and
routine payroll dates, or at such intervals as may otherwise be agreed upon
by the Parties, and in accordance with any other payroll procedures of the
Company. Base Salary shall be prorated in any fiscal year during which
Xxxxxxxx is employed under this Agreement for less than the entire fiscal
year, in accordance with the number of days in that fiscal year during which
Xxxxxxxx is so employed. Base Salary shall also be prorated (on a daily
basis) for any partial payroll period of employment under this Agreement.
3.2. Incentive Bonus. The Company shall also pay Xxxxxxxx a sum equal to 1.5
basis points of the net gain on the loans that are sold by StarNet Mortgage
each month. This sum will be determined on a monthly basis and the bonus
amount paid, in arrears, on the 15th of each month.
3.3. Option. Xxxxxxxx shall be eligible to participate in any stock option,
performance share, phantom stock, or similar long-term stock-based incentive
plan adopted by the Company for its employees in effect during the Term,
including the Option Plan. The extent to which Xxxxxxxx shall participate in
any such plan will be determined by the Company's Board of Directors (the
"Board") or the Compensation Committee of the Board.
3.4. Savings and Retirement Plans. Xxxxxxxx shall be eligible to participate
in any bonus, savings, deferred compensation, retirement or pension, or death
benefit plan adopted by the Company for its employees generally in effect
during the Term.
3.5. Welfare Benefit Plans. Xxxxxxxx shall be eligible to participate in any
life insurance, medical, dental, and hospitalization insurance, disability
insurance benefit, or other similar employee welfare benefit plan or program
adopted by the Company covering its employees generally in effect during the
Term.
3.6. Paid Time Off. Xxxxxxxx shall be entitled to fifteen (15) days of paid
vacation or time off ("PTO") per fiscal year of the Company, in accordance
with the Company's PTO policies, practices, and procedures in effect during
the Term. Such PTO shall, however, be prorated in any fiscal year during
which Xxxxxxxx is employed under this Agreement for less than the entire
fiscal year, in accordance with the number of days in that fiscal year during
which Xxxxxxxx is so employed.
3.7. Transportation Allowance. During the Term, the Company shall pay
Xxxxxxxx a transportation allowance equal to Five Hundred Dollars ($500.00)
per month
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("Transportation Allowance"). The Transportation Allowance shall be payable
in equal installments together with the payments of Base Salary.
3.8. Tax Withholding. The Company may deduct from any compensation or other
amount payable to Xxxxxxxx under this Agreement (including under Article 5)
social security (FICA) taxes and all federal, state, municipal, and other
taxes or governmental charges as may, in the Company's judgment, be required.
3.9. Participation in Compensation and Benefit Plans. Xxxxxxxx'x
participation during the Term in any or all of the plans or programs adopted
by the Company described in Articles 3.3 through 3.6 ("Compensation and
Benefit Plans") will be subject to the terms and conditions of those
Compensation and Benefit Plans as they now exist or may hereafter be adopted,
amended, restated, or discontinued by the Company, including the satisfaction
of all applicable eligibility requirements and vesting provisions of those
Compensation and Benefit Plans. The Company shall have no obligation under
this Agreement to continue any or all of the Compensation and Benefit Plans
that now exist or are hereafter adopted. To the extent that Xxxxxxxx is
eligible to participate in any Compensation and Benefit Plan existing on the
date of this Agreement for which a plan description or plan materials are
available, the Company has provided to Xxxxxxxx, and Xxxxxxxx hereby
acknowledges receipt of, a copy of the correct and complete written plan
description or plan materials distributed to participants or prospective
participants.
4. EXPENSE REIMBURSEMENT. During the Term, Xxxxxxxx may incur, and shall be
reimbursed by the Company for, reasonable, ordinary and necessary, and
documented business expenses to the extent that Xxxxxxxx complies with, and
reimbursement is permitted by, the Company's policies, practices, and
procedures.
5. EMPLOYMENT TERMINATION. Either Party may terminate Xxxxxxxx'x employment
under this Agreement by giving written notice of termination to the other Party.
If the Company is terminating, it shall include in that notice a statement
whether the termination is because of Disability or for Cause or without Cause.
The Parties' respective rights and obligations upon the termination of
Xxxxxxxx'x employment under this Agreement are as follows:
5.1. Termination Generally. Upon any termination of Xxxxxxxx'x employment
under this Agreement, the Company shall pay or provide Xxxxxxxx the
following:
5.1.a. Any amount of Base Salary and Transportation Allowance earned by,
but not yet paid to, Xxxxxxxx through the effective date of termination
of employment, as further described below (the "Termination Date");
5.1.b. All benefits that have been earned by or vested in, and are
payable to, Xxxxxxxx under, and subject to the terms (including all
eligibility requirements) of,
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the Compensation and Benefit Plans in which Xxxxxxxx participated
through the Termination Date;
5.1.c. All reimbursable expenses due, but not yet paid, to Xxxxxxxx as
of the Termination Date under Article 4; and
5.1.d. An amount equal to all accrued and unused PTO, calculated in
accordance with the Company's PTO policies, practices, and procedures
(including authorized deductions and the deductions required by law),
through the Termination Date.
The amount of Base Salary and Transportation Allowance due under Section
5.1.a shall be paid no later than thirty (30) business days after the
Termination Date; the amounts or benefits due under Section 5.1.b shall be
paid or provided in accordance with the terms of the Compensation and Benefit
Plans under which such amounts or benefits are due to Xxxxxxxx; and the
amounts due under Sections 5.1.c and 5.1.d shall be paid in accordance with
the terms of the Company's policies, practices, and procedures regarding
reimbursable expenses and PTO, respectively. Except as expressly provided
below in this Article 5, upon paying or providing Xxxxxxxx the preceding
amounts or benefits, the Company shall have no further obligation or
liability under this Agreement for base salary or any other cash compensation
or for any benefits under any of the Compensation and Benefit Plans. Upon
termination of Xxxxxxxx'x employment, Xxxxxxxx shall be deemed to have
resigned from any position as an officer or director, or both, of any
subsidiary, division, or affiliate of the Company or any other entity in
which the Company holds an equity interest or which it sponsors that Xxxxxxxx
then holds; no written resignation need be given or delivered to the Company.
In this Agreement, the Termination Date shall be (i) the date of Xxxxxxxx'x
death, (ii) the third business day after the date on which the Company gives
notice of termination because of Disability, or (iii) the date of termination
specified in any other notice of termination, or if not specified in the
notice of termination, the date that notice of termination is given.
In this Agreement, "Disability" means Xxxxxxxx'x permanent and total
disability, which shall be deemed to exist if she is unable reasonably to
perform her duties under this Agreement because of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for at least ninety (90)
consecutive days. Any Disability shall be determined by the Board or an
authorized committee or representative thereof ("Representative"), in its
sole and absolute discretion, upon receipt of competent medical advice from a
qualified physician selected by or acceptable to the Board or its
Representative. Xxxxxxxx shall, if there is any question about her
Disability, submit to a physical examination by a qualified physician
selected by the Board or its Representative.
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In this Agreement, "Cause" means any of the following: (i) Xxxxxxxx'x failure
to substantially perform her duties under this Agreement, other than any such
failure resulting from her incapacity due to physical or mental illness or
Disability; (ii) Xxxxxxxx'x engaging in any action which, or omitting to
engage in any action the omission of which, has been, is, or is reasonably
expected to be substantially injurious (monetarily or otherwise) to the
Company or its business or reputation; (iii) Xxxxxxxx'x performance of any
act or omission constituting dishonesty that results, directly or indirectly,
in significant gain or enrichment of Xxxxxxxx or her family or affiliates at
the expense of the Company; or (iv) any breach by Xxxxxxxx of any obligation
under any of Articles 6, 7, 8, and 9. Whether an event or circumstance
constituting Cause exists will be determined in good faith by the Board or
its Representative. If the Company believes that Cause for termination exists
under clause (i) above in this paragraph, the Company shall notify Xxxxxxxx
of that belief, and that notice shall describe the event or circumstance
believed to constitute Cause for termination. If that event or circumstance
may reasonably be remedied or corrected, Xxxxxxxx shall have thirty (30) days
to effect that correction or remedy. If not corrected or remedied within that
thirty (30) day period, Cause for termination shall immediately be deemed to
exist, and Xxxxxxxx'x employment shall be deemed terminated. If the Company
believes that Cause for termination exists under any of clauses (ii), (iii),
and (iv) above in this paragraph, the Company shall notify Xxxxxxxx of that
belief, and that notice shall constitute immediate termination of Xxxxxxxx'x
employment.
Xxxxxxxx may voluntarily terminate her employment under this Agreement only
by giving at least thirty (30) days' prior written notice to the Company.
Xxxxxxxx shall not be liable to the Company for breach of this Agreement
because of her termination of employment in accordance with the preceding
sentence.
5.2. Termination Without Cause or Upon Death or Disability. If Xxxxxxxx'x
employment is terminated by death or by the Company because of Disability or
without Cause, Xxxxxxxx (or her legal representative, estate, or heirs) shall
be entitled to receive from the Company, as liquidated damages:
5.2.a. The continued payment of Base Salary, at the rate in effect at
the Termination Date, for twelve (12) consecutive months following the
Termination Date (the "Severance Payments"); and
5.2.b. If Xxxxxxxx elects and maintains continued coverage under the
Consolidated Omnibus Benefits Reconciliation Act of 1985 and
corresponding regulations ("COBRA"), then for up to the twelve (12)
consecutive months immediately after the Termination Date, payments in
an amount equal to the difference between (i) the premiums paid or
payable by Xxxxxxxx for coverage under COBRA for herself and her
dependents (if any) and (ii) the premiums that
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she would have paid for comparable coverage under the Company's then
current group insurance plan or plans if her employment under this
Agreement had not ceased (the "Insurance Payments"); except that the
Insurance Payments shall expire or terminate immediately upon Xxxxxxxx'x
becoming eligible for coverage under another employer's plan or policy.
The Severance Payments shall be paid at the dates on which Xxxxxxxx'x Base
Salary would have been payable if her employment under this Agreement had not
been terminated. The Company will commence the Severance Payments and the
Insurance Payments within ten (10) business days after the first business day
on which the release executed and delivered in accordance with Section 5.3.a
becomes irrevocable by Xxxxxxxx (or her legal representative, estate, or
heirs). The Company's obligations for the Insurance Payments are not intended
to negate or impair any obligation of the Company or right of Xxxxxxxx under
COBRA. The Severance Payments and the Insurance Payments shall be in addition
to the amounts or benefits to which Xxxxxxxx is entitled under Article 5.1.
Any Severance Payments or Insurance Payments (or both) under this Article 5.2
shall not be deemed the continuation of Xxxxxxxx'x employment for any
purpose.
5.3. Conditions to Severance Payments. Except as provided in Section 5.2.b
and below in this Article 5.3, none of the Severance Payments and the
Insurance Payments under Article 5.2 will be subject to reduction as the
result of future compensation earned or received by Xxxxxxxx (including by
self-employment), and Xxxxxxxx shall have no duty to mitigate her damages.
The Severance Payments and the Insurance Payments shall, however, be
conditioned upon:
5.3.a. The Company's receipt of a Settlement Agreement, General Release,
and Covenant Not to Xxx executed and performed by Xxxxxxxx (or her legal
representative, estate, or heirs) in substantially the form of Exhibit
"A" to this Agreement (the "Release Agreement"); and
5.3.b. the compliance by Xxxxxxxx (or her legal representative, estate,
or heirs) with Articles 6, 7, 8, and 9 after the Termination Date as
specified in those Articles, as well as with the Release Agreement.
The Company may cease or reduce the Severance Payments or the Insurance
Payments (or both) if, and the Company shall be entitled to a return of the
Severance Payments and the Insurance Payments (or both) made to the extent
that, there is or has been any material violation by Xxxxxxxx (or her legal
representatives, estate, or heirs) of any of Articles 6, 7, 8, and 9 or of
the Release Agreement.
5.4. Termination for Cause or by Xxxxxxxx. If Xxxxxxxx'x employment is
terminated by the Company for Cause or is voluntarily terminated by Xxxxxxxx,
then Xxxxxxxx shall not
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be entitled to any payments under this Agreement other than the amounts or
benefits to which she is entitled under Article 5.1.
5.5. Post-Termination Survival. The provisions of this Article 5 shall
survive the termination of Xxxxxxxx'x employment by the Company and its
subsidiaries to the extent necessary to effect the post-termination payments
or benefits to which Xxxxxxxx is entitled under the terms of this Article 5.
6. CONFIDENTIAL INFORMATION. The Company shall provide to Xxxxxxxx, during the
Term, access to various trade secrets, confidential information, and proprietary
information of the Company (which, in this Article 6 as well as in Articles 7,
8, and 9, shall include the Company's subsidiaries and affiliates) which are
valuable and unique to the Company ("Confidential Information"). Confidential
Information includes the Company's plans, policies, and procedures as well as
the plans, policies and procedures of other persons having relationships that
are material to the Company's business and affairs. Xxxxxxxx shall not, either
while in the employ of the Company or at any time thereafter, (i) use any of the
Confidential Information, or (ii) disclose any of the Confidential Information
to any person not an employee of the Company or not engaged to render services
to the Company, except (in either case) to perform her duties under this
Agreement or otherwise with the Company's prior written consent. Nothing in this
Article 6 shall preclude Xxxxxxxx from the use or disclosure of information
generally known to the public or not considered confidential by the Company or
from any disclosure to the extent required by law or court order (though
Xxxxxxxx must give the Company prior notice of any such required disclosure and
must cooperate with any reasonable requests of the Company to obtain a
protective order regarding, or to narrow the scope of, the Confidential
Information required to be disclosed). All files, records, documents,
information, data, and similar items relating to the business or affairs of the
Company, whether prepared by Xxxxxxxx or otherwise coming into her possession,
shall remain the exclusive property of the Company and shall not be removed from
the premises from the Company, except in the ordinary course of business as part
of Xxxxxxxx'x performance of duties under this Agreement, and (in any event)
shall be promptly returned or delivered to the Company (without Xxxxxxxx'x
retaining any copies) upon the termination of employment under this Agreement.
7. NONCOMPETITION. Xxxxxxxx acknowledges that, in addition to her access to and
possession of Confidential Information, during the Term she will acquire
valuable experience and special training regarding the Company's business and
that the knowledge, experience, and training she will acquire would enable her
to injure the Company if she were to engage in any business that is competitive
with the business of the Company. Therefore, Xxxxxxxx shall not, at any time
during the Term and for the twenty-four (24) consecutive months immediately
after the Termination Date, directly or indirectly (as an employee, employer,
consultant, agent, principal, partner, shareholder, officer, director, or
manager or in any other individual or representative capacity), engage, invest,
or participate in any business in direct competition with the business of the
Company within a fifty (50)-mile radius of each location, or set or group of
locations, (i) at,
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from, or to which the Company conducts or has conducted business or renders,
provides, or delivers, or has rendered, provided, or delivered, services or
products during the Measurement Period (as defined below) or (ii) that is or has
been, during the Measurement Period, the subject of a Proposal (as defined
below) to conduct business or render, provide, or deliver services or products
thereat, therefrom, or thereto. "Measurement Period" means, with respect to
Xxxxxxxx'x activity (A) at any time during the Term, the Term, and (B) at any
time on or after the Termination Date, the six (6) consecutive months preceding,
and including, the Termination Date. "Proposal" means a written or formal
proposal, bid, arrangement, understanding, or agreement by the Company to or
with another person that reflects or contains negotiated or substantive terms,
but does not include any marketing contact by the Company where the other person
has not solicited that contact or indicated any interest in doing business with
the Company. (Xxxxxxxx shall not be prohibited, however, from owning, as a
passive investor, less than five percent (5%) of the publicly traded stock or
other securities of any entity engaged in a business competitive with that of
the Company.) Xxxxxxxx represents and agrees that (x) the Company has agreed to
provide her, and she will receive from the Company, special experience and
knowledge, including Confidential Information, (y) because the Confidential
Information is valuable to the Company, its protection (particularly from any
competitive business) constitutes a legitimate interest to be protected by the
Company by enforcement of the restriction in this Article 7, and (z) the
enforcement of the restriction in this Article 7 would not be unduly burdensome
to Xxxxxxxx and that, in order to induce the Company to enter into this
Agreement (which contains various benefits to Xxxxxxxx and obligations of the
Company with respect to Xxxxxxxx'x employment), Xxxxxxxx is willing and able to
engage, invest, or participate in business after the Termination Date so as not
to violate this Article 7. The Parties agree that the restrictions in this
Article 7 regarding scope of activity, duration, and geographic area are
reasonable; however, if any court should determine that any of those
restrictions is unenforceable, that restriction shall not thereby be terminated,
but shall be deemed amended to the extent required to render it enforceable.
8. NONSOLICITATION. Xxxxxxxx shall not, at any time within the twenty-four (24)
consecutive months immediately after the Termination Date, either directly or
indirectly:
8.1. Disclose Contact Information. Make known to any person the names
and addresses, or other contact information, of any of the customers,
suppliers, or other persons having significant business relationships
with the Company within the information technology industry, so that
such person could affect, or attempt to affect, any of those
relationships to the detriment of the Company; or
8.2. Solicit Employees. Solicit, recruit, or hire, or attempt to
solicit, recruit, or hire, any employee or consultant of the Company, or
in any other manner attempt to induce any employee or consultant of the
Company to leave the employ of the Company or cease his or her
consulting or similar business relationship with the Company. References
in this Article 8.2 to "any employee or consultant" shall include any
person who was an employee or consultant of the Company at any
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time within the six (6) consecutive months preceding, and including, the
Termination Date.
9. DEVELOPMENTS. Xxxxxxxx shall promptly disclose to the Company all inventions,
discoveries, improvements, processes, formulas, ideas, know-how, methods,
research, compositions, and other developments, whether or not patentable or
copyrightable, that Xxxxxxxx, by herself or in conjunction with any other
person, conceives, makes, develops, or acquires during the Term which (i) are or
relate to the properties, assets, or existing or contemplated business or
research activities of the Company, (ii) are suggested by, arise out of, or
result from, directly or indirectly, Xxxxxxxx'x association with the Company, or
(iii) arise out of or result from, directly or indirectly, the use of the
Company's time, labor, materials, facilities, or other resources
("Developments").
Xxxxxxxx hereby assigns, transfers, and conveys to the Company, and hereby
agrees to assign, transfer, and convey to the Company during or after the Term,
all of her right and title to and interest in all Developments. Xxxxxxxx shall,
from time to time upon the request of the Company during or after the Term,
execute and deliver any and all instruments and documents and take any and all
other actions which, in the judgment of the Company or its counsel, are or may
be necessary or desirable to document any such assignment, transfer, and
conveyance to the Company or to enable the Company to file and process
applications for, and to acquire, maintain, and enforce, any and all patents,
trademarks, registrations, or copyrights with respect to any of the
Developments, or to obtain any extension, validation, re-issue, continuance, or
renewal of any such patent, trademark, registration, or copyright. The Company
will be responsible for the preparation of any such instrument or document and
for the implementation of any such proceedings and will reimburse Xxxxxxxx for
all reasonable expenses incurred by her in complying with this Article 9.
10. INDEMNIFICATION. To the extent Xxxxxxxx is an officer or director of the
Company, the Company shall include Xxxxxxxx under any existing or future (i)
directors' and officers' liability insurance policy that the Company obtains and
maintains or (ii) indemnification agreements between the Company and other
executives of the Company. Subject to the foregoing sentence, the Company will
indemnify Xxxxxxxx to the fullest extent permitted by the laws of the Company's
state of incorporation in effect at that time or by the articles or certificate
of incorporation and by-laws of the Company, whichever affords the greater
protection to Xxxxxxxx.
11. CERTAIN REMEDIES. Any breach or violation by Xxxxxxxx of any of Articles 6,
7, 8, and 9 shall entitle the Company, as a matter of right, to an injunction
issued by any court of competent jurisdiction, restraining any further or
continued breach or violation, or to specific performance requiring the
compliance with Xxxxxxxx'x covenants. This right to an injunction or other
equitable relief shall be in addition to, and not in lieu of, any other remedies
to which the Company may be entitled. The existence of any claim or cause of
action of Xxxxxxxx against the Company, or any subsidiary or affiliate of the
Company, whether based on this Agreement or
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otherwise, shall not constitute a defense to the enforcement by the Company of
Xxxxxxxx'x covenants in any of Articles 6, 7, 8, and 9. The covenants in
Articles 6, 7, 8, and 9 and in this Article 11 shall survive the termination of
Xxxxxxxx'x employment under this Agreement.
12. BINDING AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and shall inure to the benefit of, the Company and Xxxxxxxx and their
respective legal representatives, heirs, executors, administrators, and
successors and assigns (as permitted by this Article 12), including any
successor to the Company by merger, consolidation, or reorganization and any
other person that acquires all or substantially all of the business and assets
of the Company. The Company shall have the right, without the need for any
consent from Xxxxxxxx, to assign its rights, benefits, remedies, and obligations
under this Agreement to one or more other persons. The rights, benefits,
remedies, and obligations of Xxxxxxxx under this Agreement are personal to
Xxxxxxxx, however, and may not be assigned or delegated by her; except that this
shall not preclude (i) Xxxxxxxx from designating one or more beneficiaries to
receive any amount or benefit that may be paid or provided after Xxxxxxxx'x
death or (ii) the legal representative of Xxxxxxxx'x estate from assigning any
right or benefit under this Agreement to the person or persons entitled thereto
under Xxxxxxxx'x will or the laws of intestacy applicable to Xxxxxxxx'x estate,
as the case may be.
13. SEVERABILITY. If any provision of this Agreement is found to be invalid or
unenforceable for any reason, then (i) that provision shall be severed from this
Agreement, (ii) this Agreement shall be construed and enforced as if that
invalid or unenforceable provision never constituted a part of this Agreement,
and (iii) the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
applicable law. Further, in lieu of that invalid or unenforceable provision,
there shall be added to this Agreement a provision as similar in its terms to
that invalid or unenforceable provision as may be possible and be valid and
enforceable.
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14. NOTICES. Any notice, request, or other communication to be given by either
Party under this Agreement by to the other shall be in writing and either (i)
delivered in person, (ii) delivered by prepaid same-day or overnight courier
service, (iii) sent by certified mail, postage prepaid with return receipt
requested, or (iv) transmitted by facsimile, in any case addressed to the other
Party as follows:
If to the Company: StarNet Financial, Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Chief
Executive Officer
Facsimile: (000) 000-0000
With a copy (which shall
not constitute notice) to: Gardere & Xxxxx, L.L.P.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: I. Xxxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Xxxxxxxx: Xxxxxxxx Xxxxxxxx
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or to such other address or facsimile number as the Party to be notified may
have designated by notice previously given in accordance with this Article 14.
Communications delivered in person or by courier service or transmitted by
facsimile shall be deemed given and received as of actual receipt (or refusal)
by the addressee. Communications mailed as described above in this Article 14
shall be deemed given and received three (3) business days after mailing or upon
actual receipt, whichever is earlier.
15. CERTAIN DEFINED TERMS. In this Agreement, (i) "person" means an individual
or any corporation, partnership, trust, unincorporated association, limited
liability company, or other legal entity, whether acting in an individual,
fiduciary, or other capacity, and any government, court, or governmental agency,
(ii) "include" and "including" do not signify any limitation, (iii) "Article"
and "Section" means any Article and any Section, respectively, of this
Agreement, unless otherwise indicated, (iv) an "affiliate" of a person means any
other person controlling, controlled by, or under common control with that
person, and (v) "business day" means any Monday through Friday, other than any
such weekday on which the executive offices of the Company are closed. In
addition, the use in this Agreement of "year," "annual," "month," or "monthly"
(or similar terms) to indicate a measurement period shall not itself be deemed
to grant rights to Xxxxxxxx for employment or compensation for that period.
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16. ENTIRE AGREEMENT. This Agreement, with Exhibit "A", constitutes the entire
agreement between the Company and Xxxxxxxx with respect to the subject matter
hereof and supersedes any prior agreement between the Company and Xxxxxxxx with
respect to the same subject matter.
17. MODIFICATION AND WAIVER. No amendment to or modification of this Agreement,
or waiver of any term, provision, or condition of this Agreement, will be
binding upon a Party unless the amendment, modification, or waiver is in writing
and signed by the Party to be bound. Any waiver by a Party of a breach or
violation of any provision of this Agreement by the other Party shall not be
deemed a waiver of any other provision or of any subsequent breach or violation.
18. GENDER. Whenever the context requires in this Agreement, words denoting
gender in this Agreement include the masculine, feminine, and neuter.
19. GOVERNING LAW; VENUE. This Agreement, and the rights, remedies, obligations,
and duties of the Parties under this Agreement, shall be governed by, construed
in accordance with, and enforced under the laws of the State of Texas. The
exclusive venue of any action or proceeding relating to this Agreement or its
subject matter shall be in Dallas County, Texas.
20. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
constitutes an original, but all of which constitute one and the same document.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
EMPLOYMENT AGREEMENT -
XXXXXXXX XXXXXXXX
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The Parties have executed this Agreement to be effective as of the date
stated in the first paragraph.
STARNET FINANCIAL, INC.,
a Delaware Corporation
By: /s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX,
Chief Executive Officer
/s/ Xxxxxxxx Xxxxxxxx
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XXXXXXXX XXXXXXXX
EMPLOYMENT AGREEMENT -
XXXXXXXX XXXXXXXX
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