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THIS EMPLOYMENT AGREEMENT (this "Agreement") made as of January 1, 1997,
(the "Executive"),
W I T N E S S E T H T H A T:
WHEREAS, the Company desires to employ Executive as its President for the
period and upon and subject to the terms herein provided; and
WHEREAS, the Company desires to be assured that Executive will not compete
with the Company for the period and within the geographical areas hereinafter
specified; and
WHEREAS, Executive is willing to agree to be employed by the Company for
the period and upon and subject to the terms herein provided; and
WHEREAS, Executive does not desire to work for the Company in a
positionlower than that of President and is willing to agree not to compete with
theCompany; NOW, THEREFORE, in consideration of the premises, the parties
heretocovenant and agree as follows:
Section 1. Term of Employment; Compensation. The Company agrees toemploy
Executive from the date hereof until December 31, 1999 (the "Term") asits
President, with the responsibilities normally associated with such position(the
"Executive Position"). The Company will pay Executive for his servicesduring the
term of his employment hereunder at an annual rate of Two HundredFifty Thousand
Dollars ($250,000), subject to a 10% increase per year, payablein arrears, in
equal installments, in accordance with standard Company practice,but in any
event not less often than monthly, subject only to such payroll andwithholding
deductions as are required by law.
Section 2. Office and Duties. Executive shall have the usual
duties,responsibilities and authority (the "Executive's Authority") of a
President, andshall report to the Board of Directors of the Company, and shall
perform suchspecific other tasks, consistent with his position as President, as
may fromtime to time be assigned to him by the Board of Directors. Executive
shalldevote substantially all of his business time, labor, skill, undivided
attentionand best ability to the performance of his duties hereunder. Executive
may not,without Executive's consent, be required to perform Executive's duties
at anylocation that is more than fifty (50) miles from the Company's principal
officein Beverly, Massachusetts, except that Executive agrees that he will
travel towhatever extent is reasonably necessary in the conduct of the
Company'sbusiness.
Section 3. Expenses. Executive shall be entitled to reimbursement
forexpenses incurred by him in connection with the performance of his
dutieshereunder upon receipt of vouchers therefor in accordance with such
procedures as the Company has heretofore or may hereafter establish.
Section 4. Vacation During Employment. Executive shall be entitled to such
reasonable vacations as may be allowed by the Company in accordance withgeneral
practices to be established, but in any event not less than four (4) weeks
during each twelve (12) month period.
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Section 5. Additional Benefits. The Company shall make available to
Executive at least those perquisites presently granted to Executive.
Nothingherein contained shall preclude Executive, to the extent he is
otherwiseeligible, from participation in all group insurance programs or other
fringe benefit plans which the Company may hereafter in its sole and absolute
discretion make available generally to its employees, but the Company shall
notbe required to establish or maintain any such program or plan.
Section 6. Termination by the Company. The Company shall have the rightto
terminate Executive's employment at any time for "Cause". For purposes ofthis
Agreement, "Cause" shall mean (a) termination by action of a majority ofthe
members of the Company's Board of Directors, acting on the written opinionof
counsel, because of Executive's willful and continued refusal, without
propercause, to perform substantially Executive's duties under this Agreement;
or (b)the conviction of Executive of a felony or an act of fraud or
embezzlementagainst the Company or any of its divisions, subsidiaries of
affiliates (whichthrough lapse of time or otherwise is not subject to appeal).
Such terminationshall be effected by written notice thereof, personally hand
delivered by theCompany to Executive, and, except as hereinafter provided, shall
be effective asof the thirtieth (30th) calendar day after such notice; provided,
however, thatif within such thirty (30) calendar day period Executive shall
cease Executive'srefusal and shall use Executive's best efforts to perform such
obligations, thetermination shall not be effective.
Section 7. Termination by Death. In the event Executive dies during the
Term, Executive's employment shall terminate (effective on the date of
Executive's death) and the provisions of Section 10 shall be applicable.
Section 8. Termination by Disability. In the event that Executive suffers a
disability which prevents Executive from substantially performing Executive's
duties under this Agreement for a period of at least one hundredeighty (180)
consecutive or nonconsecutive calendar days within any three hundred sixty-five
(365) calendar day period, the Company shall have the right, after such one
hundred eighty (180) calendar day period has elapsed, to terminate Executive's
employment hereunder upon thirty (30) calendar days written notice to Executive
and the provisions of Section 10 shall beapplicable.
Section 9. Termination by Executive. Notwithstanding any otherprovisions of
this Agreement, Executive may terminate Executive's employmenteither (i) in the
event of a "Change in Control" or (ii) by written noticeserved upon the Company
within thirty (30) calendar days after Executive hasknowledge of an event
constituting "Good Reason."
For purposes of this Agreement, the term "Change in Control" shall
meaneither (i) that, after the date hereof, any person (an "Acquiring
Person"),together with its affiliates and associates (as defined in Rule 12b-2
under theSecurities Exchange Act of 1934, or any successor rule thereto) shall
become thebeneficial owner (as defined in Rule 13d-3 under the Securities and
ExchangeAct), including by merger or otherwise, of more than fifty percent (50%)
of thetotal voting power of all classes of voting stock of the Company or (ii)
thatone or more Acquiring Persons has succeeded as the result of or in response
toactual or threatened election contests, whether by settlement or otherwise,
inhaving elected to the Board of Directors of the Company, whether at one time
oron a cumulative basis, a sufficient number of its nominees to constitute
(x)more than thirty percent (30%) of the members of the Company's Board
ofDirectors, rounded down to the nearest whole number, if the number of
directorson the Company's Board is eight or less, or (y) more than forty percent
(40%) ofthe members of the Company's Board, rounded down to the nearest whole
number, if the number of directors on the Company's Board is nine or more.
For purposes of this Agreement, the term "Good Reason" shall mean:
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(i) any action by the Company which results in a diminution in the
Executive Position or in the Executive's Authority; (ii) any failure by the
Company to timely pay the amounts or provide the benefits described in this
Agreement, other than an isolated failure not occurring in bad faith and
which is remedied promptly after receipt of written notice thereof given by
Executive; or
(iii) a material breach by the Company of any of the provisions of
this Agreement which failure or breach shall have continued for thirty (30)
days after written notice from Executive to the Company specifying the
nature of such failure or breach; or
(iv) any action by the Company that would result in a violation of
Section 2.
Section 10. Effect of Termination. (a) For Cause; Without Good Reasonand No
Change in Control; and Death. In the event of termination of thisAgreement (i)
by the Company for Cause, (ii) by the Executive without Good Reason or with no
Change in Control or (iii) by reason of the death of theExecutive, the Company
shall pay Executive (or Executive's beneficiary in the event of the Executive's
death) any base salary or other compensation earned(and a pro rata portion of
the bonus payable with respect to the year in which termination occurred) but
not paid to Executive prior to the effective date ofsuch termination and, in the
case of termination by reason of death, the Companyshall pay Executive's
beneficiary (i) the base salary that Executive would haveearned for a period of
twelve (12) months following his death, plus (ii) a prorata portion of any
bonuses or other incentive compensation that Executive wouldhave earned if he
had been employed for the full fiscal year in which he diedpayable at the time
of payment of similar bonuses made to other Executives ofthe Company, plus (iii)
any death benefits that Executive is entitled to underthe Company's policies in
effect on Executive's date of death.
(b) Without Cause; For Good Reason. In the event of (i) termination ofthis
Agreement by the Company other than for Cause, or (ii) termination of this
within thirty (30) days after termination under this Section 10(b), the sum of
(A) the amount described in Section 10(a) of this Agreement (other than
thepayments to be paid in case of termination by death), and (B) the amount
equal to four times (4x) the Executive's annual base salary in effect at the
time of termination under this Section 10(b), and the Company shall continue
during the Term all of the benefits and perquisites set forth in Section 5,
notwithstanding the fact that Executive may no longer be an employee eligible to
participate in one or more of the employee benefit plans maintained by the
Company.
(c) Change in Control (other than an Approved Change in Control). In the
event of termination of this Agreement by the Company or Executive within one
(1) year after a Change in Control (other than an Approved Change in Control),
the Company shall pay Executive, in a lump sum payment within thirty (30) days
after termination under this Section 10(c), the sum of (A) the amount described
in Section 10(a) of this Agreement (other than the payments to be made in case
of termination by death), and (B) the amount equal to eight (8x) times
Executive's Annual Compensation, and the Company shall continue during the Term
all of the benefits and perquisites set forth in Section 5, notwithstanding the
fact that Executive may no longer be an employee eligible to participate in one
or more of the employee benefit plans maintained by the Company.
For purposes of this Agreement, the term "Approved Change in Control" shall
mean a Change of Control that has occurred with the prior approval of a majority
of the Continuing
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Directors and the term "Continuing Director" shall mean any member of the Board
of Directors of the Company who is not an Acquiring Person or a nominee or
representative of an Acquiring Person or of any affiliate or associate of an
Acquiring Person and any successor to a Continuing Director who was recommended
for election or elected to succeed a Continuing Director by a majority of the
Continuing Directors then on the Board of Directors of theCompany.
For purposes of this Section 10(c) of this Agreement the term"Executive's
Annual Compensation" shall mean (i) the sum of (A) the Executive'sbase salary
set forth in Section 1 and (B) any bonus compensation to whichExecutive would
have been entitled if Executive continued to be employed underthis Agreement to
the end of 1996, provided that if the Executive's base salaryor bonuses
compensation is increased after 1996 the term shall mean the higherof the
Executive annual salary immediately prior to such change or the sum of(a) the
base salary in effect at the time of termination and (b) any bonuscompensation
to which Executive would have been entitled if Executive hadcontinued to be
employed under this Agreement to the end of the Company's fiscalyear in which
his employment terminated.
(d) With Good Reason following an Approved Change in Control. In theevent
of termination of this Agreement by Executive with Good Reason within one(1)
year after an Approved Change in Control, the Company shall pay Executive,in a
lump sum payment within thirty (30) days after termination under thisSection
10(c), the sum of (A) the amount described in Section 10(a) of thisAgreement
(other than the payments to be made in case of termination by death),(B) the
amount equal to eight (8x) times the sum of (i) Executive's annual basesalary in
effect at the time of termination, and (ii) any bonus compensation towhich
Executive would have been entitled if Executive had remained as anemployee under
this Agreement to the end of the Company's fiscal year in whichhis employment
terminated, and the Company shall continue during the Term all ofthe benefits
and perquisites set forth in Section 5, notwithstanding the factthat Executive
may no longer be an employee eligible to participate in one ormore of the
employee benefit plans maintained by the Company.
(e) Disability. In the event of termination of this Agreement by reasonof
disability, the Company shall continue to pay Executive's base salary at thetime
of such termination for the remainder of the Term, reduced by the maximumamount
of salary which may be insured under the Company's Long Term DisabilityPlan at
the time of disability.
Section 11. Excise Taxes. In the event that Executive shall have
imposedupon him the tax which is imposed by Section 4999 of the Internal Revenue
Codeof 1986, as amended (the "Code"), or by any successor provision, by reason
ofany payment or benefit which Executive has received under this Agreement,
theCompany shall pay as additional compensation to Executive an amount equal to
theamount of the tax imposed by Code Section 4999 (the "Special Tax Payment") as
aresult of the receipt of such payment, or benefit; provided that the Special
TaxPayment shall not be increased to account for excise or other tax imposed as
aresult of the making of the Special Tax Payment.
Section 12. Acceleration and Expiration of Options. Any options orwarrants
to purchase capital stock of the Company (collectively, the "Options")granted by
the Company to Executive that have not yet become exercisable shallbecome
exercisable upon the earliest to occur of (a) the termination ofExecutive's
employment as a result of Executive's death or disability; (b) thetermination by
Executive with Good Reason; or (c) the termination by Executive after a Change
in Control (other than an Approved Change in Control). Notwithstanding the
foregoing, all Options, whether currently exercisable or not, shall expire and
cease to be exercisable as follows:
(a) if the Company terminates Executive's employment for Cause, immediately
upon the effective date of such termination;
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(b) if Executive terminates Executive's employment with the Companyother
than for Good Reason, a Change in Control, death, or disability,immediately upon
the effective date of such termination;
(c) if Executive terminates Executive's employment with the Company with
Good Reason or after a Change in Control (other than an Approved Change in
Control), ninety (90) days after the effective date of such termination (but in
no event later than the date the Term would expire without giving effect to
anyautomatic renewal.
(d) if Executive dies while employed by the Company, six (6) calendarmonths
after Executive's death (but in no event later than the date the Termwould
expire without giving effect to any automatic renewal); and
(e) if Executive's employment is terminated as a result of disability,six
(6) calendar months after the effective date of such termination (but in noevent
later than the date the Term would expire without giving effect to anyautomatic
renewal.
Section 13. No Mitigation; No Offset. Executive shall be under noobligation
to mitigate damages or the amount of any payment provided for underthis
Agreement by seeking other employment or otherwise, and there shall be nooffset
against amounts due Executive under this Agreement on account of anyremuneration
attributable to any subsequent employment that Executive mayobtain.
Section 14. Disclosure and Assignment of Intellectual Property. (a)
Executive agrees that the Company, and its successors and assignsshall own all
right, title and interest throughout the world in and to allresearch,
information, inventions, designs, procedures, developments,discoveries,
improvements, patents and applications therefor, trademarks andapplications
therefor, copyrights and applications therefor, trade secrets,drawings, plans,
systems, methods, specifications, and all other manufacturing,engineering,
technical, research and development data and know-how (hereinsometimes
"Intellectual Property") made, conceived, developed and/or acquired byhim solely
or jointly with others during the period of his employment with theCompany or
within one year thereafter, which relate to the manufacture,production or
processing of any products developed or sold by the Company duringthe term of
this Agreement or which are within the scope of or usable inconnection with the
Company's business as it may, from time to time, hereafterbe conducted or
proposed to be conducted, whether or not made during my regularworking hours and
whether or not made on the Company's premises.
(b) Executive agrees that any such Intellectual Property shallconstitute a
work made for hire under the copyright laws of the United Statesand, to the
extent any such Intellectual Property shall be determined not to bea work made
for hire, Executive hereby assigns, and, to the extent any suchassignment cannot
be made at the present time, Executive hereby agrees toassign, to the Company
all of my right, title and interest throughout the world,including, without
limitation, copyright, patent and trade secret rights, in andto the Intellectual
Property, together with Executive's right to file for and/orown wholly without
restriction United States and foreign patents, trademarks andcopyrights with
respect thereto. Executive specifically agrees and acknowledgesthat the
foregoing assignment covers all results, outputs and products of hiswork for the
Company prior to the date hereof, whether as an employee or as aconsultant, and
all related copyrights, patents and other proprietary rights,and that all such
results, outputs and products shall be Intellectual Propertyhereunder and the
sole property of the Company hereafter.
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(c) Executive agrees to execute all appropriate patent applicationssecuring
all United States and foreign patents on all Intellectual Property, andto do,
execute and deliver any and all acts and instruments that may benecessary or
proper to vest all Intellectual Property in the Company or itsnominee or
designee and to enable the Company, or its nominee or designee, toobtain all
such patents; and Executive agrees to render to the Company, or itsnominee or
designee, all such assistance as it may require in the prosecution ofall such
patent applications and applications for the re-issue of such patents,and in the
prosecution or defense of all interferences which may be declaredinvolving any
of said patent applications or patents, but the expense of allsuch assignments
and patent applications, or all other proceedings referred toherein above, shall
be borne by the Company. Executive shall be entitled to fairand reasonable
compensation for any such assistance requested by the Company orits nominee or
designee and furnished by him after the termination of hisemployment. Executive
shall make and maintain adequate and current writtenrecords of all Intellectual
Property, and Executive shall disclose allIntellectual Property promptly, fully
and in writing to the Company immediatelyupon development of the same and at any
time upon request.
Section 15. Confidentiality. Executive shall not, either during the period
of his employment with the Company or thereafter, reveal or disclose toany
person outside the Company or use for his own benefit, without the Company's
specific written authorization, whether by private communication or by public
address or publication or otherwise, any Confidential Information, as
hereinafter defined. The term "Confidential Information" as used throughout this
Agreement shall mean all trade secrets, proprietary information and other data
or information (and any tangible evidence, record or representation thereof),
whether prepared, conceived or developed by an employee of the Company or
received by the Company from an outside source, which is in the possession of
the Company (whether or not the property of the Company), which in any way
relates to the present or future business of the Company, which is maintained in
confidence by the Company, or which might permit the Company or its customers to
obtain a competitive advantage over competitors who do not have access to such
trade secrets, proprietary information, or other data or information. All
originals and copies of any of the foregoing, relating to the business of the
Company, however and whenever produced, shall be the sole property of the
Company, not to be removed from the premises or custody of the Company without
in each instance first obtaining written consent or authorization of the
Company. Upon the termination of Executive's employment in any manner or for any
reason, Executive shall promptly surrender to the Company all copies of any of
the foregoing, together with any other documents, materials, data, information
and equipment belonging to or relating to the Company's business and in his
possession, custody or control, and Executive shall not thereafter retain or
deliver to any other person, any of the foregoing or any summary or memorandum
thereof.
Section 16. Restriction. The Company has invested and may in the future be
required to invest substantial sums of money, directly or indirectly, to
continue and expand the business heretofore conducted by it and in connection
therewith, and as Executive recognizes that the Company would be
substantiallyinjured by Executive disclosing to others, or by Executive using
for his ownbenefit, any Intellectual Property or any of the other types of
informationreferred to in Section 15 as Confidential Information, Executive
agrees thatduring the period of his employment hereunder and for a period
endingtwenty-four (24) months after the term of this Agreement:
(a) Neither he nor any member of his family will be interested, directlyor
indirectly, as an investor in any other business or enterprise similar tothat of
the Company or in competition with the Company (except as an investor
insecurities listed on a national securities exchange or actively traded over
thecounter; and
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(b) He will not, directly or indirectly, for his own account or asemployee,
officer, director, partner, joint venturer or otherwise, engage withinthe United
States or Canada, in any phase of the business of manufacturing,distributing or
selling of lasers for use in medical or cosmetic procedures.
(c) Executive shall not solicit, induce, attempt to hire, or hire
anyemployee of the Company (or any other person who may have been employed by
theCompany during the term of his employment with the Company), or assist in
suchhiring by any other person or business entity or encourage any such employee
toterminate his or her employment with the Company.
Executive and the Company are of the belief that the period of time, the
geographic area and the range of activities limited by this Section 16 are
reasonable, in view of the nature of the business in which the Company is
engaged and proposes to engage, the state of its product development
andExecutive's knowledge of this business. However, if such period, or range of
activities area should be adjudged unreasonable in any judicial proceeding,
thenthe period of time shall be reduced by such number of months, such area
shall bereduced by elimination of such portion of such area, and/or such range
ofactivities shall be reduced by elimination of such activities, as are
deemedunreasonable, so that this covenant may be enforced in such area and
during suchperiod of time as is adjudged to be reasonable.
Section 17. Notices. All notices and other communications hereundershall be
in writing and shall be deemed to have been given when delivered or three (3)
days after mailing if mailed by first-class, registered or certifiedmail,
postage prepaid, addressed (a) if to Executive, at the address set forthbelow
his name on the signature page hereof, or to such other person(s) oraddress(es)
as Executive shall have furnished to the Company in writing; and (b)if to the
Company, at 00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, XX 00000, Attn: Mr. JosephCaruso,
with a copy to Xxxxx, Xxxx & Xxxxx, Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx,Xxxxxxxxxxxxx
00000, Attn: Xxxxx X. Xxxxxxxx, Esq. or to such other person(s) oraddress(es) as
the Company shall have furnished to Executive in writing.
Section 18. Assignability. In the event that the Company shall be
mergedwith, or consolidated into, any other corporation, or in the event that it
shallsell and transfer substantially all of its assets to another corporation,
theterms of this Agreement shall inure to the benefit of, and be assumed by,
thecorporation resulting from such merger or consolidation, or to which
theCompany's assets shall be sold and transferred. This Agreement shall not
beassignable by Executive, but it shall be binding upon, and shall inure to
thebenefit of, his heirs, executors, administrators and legal representatives.
Section 19. Entire Agreement. This Agreement contains the entireagreement
between the Company and Executive with respect to the subject matterhereof and
there have been no oral or other agreements of any kind whatsoever asa condition
precedent or inducement to the signing of this Agreement orotherwise concerning
this Agreement or the subject matter hereof.
Section 20. Expenses. Each party shall pay its own expenses incident tothe
performance or enforcement of this Agreement, including all fees andexpenses of
its counsel for all activities of such counsel undertaken pursuantto this
Agreement, except as otherwise herein specifically provided.
Section 21. Equitable Relief. Executive recognizes and agrees that
theCompany's remedy at law for any breach of the provisions of Sections 14, 15
or16 hereof would be inadequate, and he agrees that for breach of such
provisions,the Company shall, in addition to such other remedies as may be
available to itat law or in equity or as provided in this Agreement, be entitled
to injunctive relief and to enforce its rights by an action for specific
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performance to the extent permitted by law. Should Executive engage in any
activities prohibited by this Agreement, he agrees to pay over to the Company
all compensation,remunerations or moneys or property of any sort received in
connection with suchactivities; such payment shall not impair any rights or
remedies of the Company or obligations or liabilities of Executive which such
parties may have under this Agreement or applicable law.
Section 22. Waivers and Further Agreements. Any waiver of any terms or
conditions of this Agreement shall not operate as a waiver of any other breach
of such terms or conditions or any other term or condition, nor shall any
failure to enforce any provision hereof operate as a waiver of such provision or
of any other provision hereof; provided, however, that no such written waiver,
unless it, by its own terms, explicitly provides to the contrary, shall be
construed to effect a continuing waiver of the provision being waived and no
such waiver in any instance shall constitute a waiver in any other instance or
for any other purpose or impair the right of the party against whom such
waiveris claimed in all other instances or for all other purposes to require
full compliance with such provision. Each of the parties hereto agrees to
execute all such further instruments and documents and to take all such further
action as the other party may reasonably require in order to effectuate the
terms and purposes of this Agreement.
Section 23. Amendments. This Agreement may not be amended, nor shall any
waiver, change, modification, consent or discharge be effected except by an
instrument in writing executed by or on behalf of the party against whom
enforcement of any waiver, change, modification, consent or discharge is sought.
Section 24. Severability. If any provision of this Agreement shall be held
or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as
applied to any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because of the conflicting of any provision with
any constitution or statute or rule of public policy or for any other reason,
such circumstance shall not have the effect of rendering the provision or
provisions in question, invalid, inoperative or unenforceable in any other
jurisdiction or in any other case or circumstance or of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable
to the extent that such other provisions are not themselves actually in conflict
with such constitution, statute or rule of public policy, but this Agreement
shall be reformed and construed in any such jurisdiction or case as if such
invalid, inoperative or unenforceable provision had never been contained herein
and such provision reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such jurisdiction or in such case.
Section 25. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and in pleading or
proving any provision of this Agreement, it shall not be necessary to produce
more than one of such counterparts.
Section 26. Section Headings. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 27. General Provisions.
(a) Executive further agrees that his obligations under Sections 14, 15
and 16 of this Agreement shall be binding upon him irrespective of the duration
of his employment by the Company, the reasons for any cessation of his
employment by the Company, or the amount of his compensation and shall survive
the termination of this Agreement (whether such termination is by the Company,
by Executive, upon expiration of this Agreement or otherwise).
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(b) Executive represents and warrants to the Company that he is not now
under any obligations to any person, firm or corporation, and has no other
interest which is inconsistent or in conflict with this Agreement, or which
would prevent, limit or impair, in any way, the performance by him of any of the
covenants or his duties in his said employment.
Section 28. Gender. Whenever used herein, the singular number shall
include the plural, the plural shall include the singular, and the use of any
gender shall include all genders.
Section 29. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the law (other than the law governing
conflict of law questions) of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement as of the date first above written.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By: /s/
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Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
BY PLACING MY SIGNATURE HEREUNDER, I ACKNOWLEDGE THAT I HAVE READ ALLTHE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.
EXECUTIVE:
/s/
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Xxxxxxx Xxxxxxxx
Notice Address:
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