Exhibit 10.4 -1-
AGREEMENT OF EMPLOYMENT
AGREEMENT made this first day of April, 2003 by and between Manchester
Technologies, Inc., a domestic Corporation maintaining its principal place of
business at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx, 00000 [hereinafter known as
the "Employer"], Xxxxxx Xxxxxx, residing at 00 Xxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx
00000 [hereinafter known as the "Employee"]. Whereas, the Employer and the
Employee are mutually desirous of establishing the Employer/Employee
relationship and are desirous of more particularly defining their rights and
obligations each to the other.
Now, Therefore, in consideration of the mutual covenants and conditions
contained herein, and of the sum of Ten and 00/100 [$10.00] Dollars, to each in
hand paid by the other, it is agreed as follows:
1. Employment.
The Employer hereby hires the Employee to perform such services as
hereinafter set forth in Paragraph "2.", and the Employee does hereby accept
such employment and agrees to perform the duties required of him to the best of
his ability.
2. Duties.
The duties of the Employee for the Employer, pursuant to the within
Agreement, shall consist of the following: Vice President - Sales and Marketing.
[a] In addition to the foregoing duties, the Employee shall do such other
work as may be required of him from time to time by the Employer, on, under and
subject to the instructions, directions and control of the Employer. It is
specifically understood and agreed that no additional compensation shall be paid
to the Employee in the event of such change or amendment of the duties to be
performed by the Employee.
3. Place of Employment.
At the commencement of this Contract, the Employee shall perform his duties
at such place or places as may be directed by the Employer, and as required for
the fulfillment of his duties hereunder; Provided, However, the Employee
acknowledges that his duties may require that he engage in a reasonable amount
of travel to the locations of customers, suppliers, trade shows and the like.
4. Term.
The Employer hereby engages the Employee to perform the duties as set forth
in the within Agreement for a period of three [3] years and four months
commencing on April 1, 2003, the "Effective Date" and terminating on July 31,
2006, the "Scheduled Expiration Date".
5. Best Efforts and sole Employment.
That during the term of this Agreement, the Employee shall devote his
entire time and energy, and give his best endeavors to the discharge of his
duties hereunder, and he shall not, during the term hereof, enter into the
services of, or be employed in any capacity, or for any purpose whatsoever, by
any person, partnership, firm or corporation, other than the Employer, and that
he will not, during the said period of time, be engaged in any business,
enterprises or undertaking, other than his employment hereunder.
[a] The Employee specifically acknowledges that he will receive no overtime
or other additional compensation, at such time or times during the term hereof,
as his duties hereunder may require additional work time beyond the so-called
normal work day or days.
6. Compensation.
A. As compensation for his services as aforesaid, and as salary in
connection with the duties to be performed by him, the Employer shall pay
Employee bi-weekly based upon an annual salary of $225,000.00.
B. As additional compensation for the performance of his duties hereunder
from the Commencement Date through July 31, 2003, Employee shall receive a bonus
of $10,000.00.
C. As additional compensation for the performance of his duties hereunder
from August 1, 2003 through July 31, 2004, the Employee shall receive a "Bonus"
subject to terms and conditions as hereinafter set forth:
1. Employee shall be paid $7,500.00 per $1,000,000.00 of "Pre Tax
Earnings" ("PTE") realized by the Employer on an "Unconsolidated Basis". In
the event PTE exceeds 10 million Employee shall be paid an additional
$2,500.00 per $1,000,000.00 of PTE.
Example 1 - PTE is $900,000.00. No Bonus is earned.
Example 2 - PTE is 2.5 Million. The Bonus under this provision is 2 x
$7,500.00 or $15,000.00.
Example 3 - PTE is 11.5 million. The Bonus under this provision if 11 x
$10,000.00 or $110,000.00.
For purposes of this Paragraph "Sixth B", the terms "Revenue and Pre-Tax
Earnings" shall have the respective meanings set forth below:
(a) Revenue shall mean the Company's gross revenues derived from sales of
products and services on an unconsolidated basis.
(b) Pre-Tax Earnings shall mean the Company's net income from the sale of
products and services on an unconsolidated basis prior to adjustment for
federal, state and local income taxes. Pre Tax Earnings shall include invoiced
sales excluding therefrom the total of those accounts receivable that are open
and uncollected in excess of one hundred twenty [120] days, and/or are deemed
not collectable by either the Chief Financial Officer of the Employer or its
General Counsel.
(c) An "unconsolidated basis" shall account for all income and expenses
other than income expenses attributed to operations of Employer's wholly owned
subsidiary Electrograph Systems, Inc.
2. Employee shall receive a bonus of $10,000.00 in the event gross revenue
from sales of Cisco "products" exceeds $30,000,000.00.
Example 4 - The Company's gross sales from resale of Cisco products is
$28,000,000.00. No bonus is earned.
Example 5 - The Company's gross sales from resale of Cisco products is
$34,000,000.00. A bonus of $10,000.00 is earned.
Example 6 - The Company's gross sales from resale of Cisco products is
$65,000,000.00. A bonus of $10,000.00 is earned.
3. An additional bonus shall be based upon the sales revenue derived from
sales of "Storage". For purpose hereof sales from "Storage" shall include
revenue derived from sales categorized as sales of storage in accordance with
the Company's current sales program with Hewlett Packard. In the event the
revenue from sales of storage exceed $10,000,000.00 a bonus of $10,000.00 shall
be earned.
4. An Additional Bonus based on revenue derived from sales of "services",
including services outsourced or provided by third parties, provided however
that at least 50% of the target amounts of revenue from services must be derived
from the sales of "Manchester Services". For purposes hereof "Manchester
Services" shall mean services rendered by engineers and technicians employed by
Employer.
In the event sales of services do not exceed $8,750,000.00 no bonus
shall be earned.
In the event sales of services exceed $8,750,000.00, but do not exceed
$9,750,000.00, a bonus of $10,000.00 will be earned.
In the event sales of services exceed $9,750,000.00, but do not exceed
$10,750,000.00, a bonus of $20,000,00 shall be earned.
In the event sales of services exceed $10,750,000.00, a bonus of
$30,000.00 shall be earned.
5. A "minimum bonus" of $25,000.00 shall be guaranteed for the fiscal year
commencing August 1, 2003 and ending July 31, 2004. In the event the aggregate
sum of all other bonuses provided for herein does not meet or exceed $25,000.00
then the minimum bonus of $25,000.00 shall be earned which bonus shall be in
place of and not in addition to, all other bonuses.
6. For purposes of determining whether a bonus is earned in accordance
herewith, each bonus shall be determined upon completed performance of
Employee's duties from August 1, 2003 through July 31, 2004, based upon the
income, revenue and/or sales during the fiscal year. Accordingly, the target of
revenue, sales or PTE as the case may be shall be computed from August 1, 2003
through July 31, 2004. Determinations of revenue, sales or PTE as may be
required hereunder shall be made by the Comptroller or Chief Financial Officer
of the Company on an unconsolidated basis, within 45 days of the conclusion of
the fiscal year ending July 31, 2004 and the payment of bonuses earned shall be
paid within seven (7) days thereof.
D. As additional compensation for the performance of his duties hereunder
from August 1, 2004 through July 31, 2005 such additional compensation or
bonuses as may be authorized and approved by the Employer's Board of Directors.
E. As additional compensation for the performance of his duties hereunder
from August 1, 2005 through July 31, 2006 such additional compensation or
bonuses as may be authorized and approved by the Employer's Board of Directors.
F. As additional compensation for the performance of his duties hereunder,
the Employee shall be paid a "Car Allowance" of $650.00 per month.
G. The Employer shall pay the Employee, all expenses actually incurred by
him for the entertainment of customers, traveling expenses and other necessary
expenses of the business. The Employee shall furnish to the Employer an itemized
list of all expenses so incurred by him during that month, setting forth the
dates, the purpose for which incurred, and the amounts thereof, together with
such receipts showing such payments as the Employee has reasonably been able to
obtain.
H. As additional compensation for the performance of his duties hereunder,
the Employee shall participate in the medical and health program presently
maintained by Manchester and the Employer, to the same extent as other Employees
of the Employer.
I. As additional compensation for the performance of his duties hereunder,
the Employee shall be entitled to 21 days of Paid Annual Leave as a participant
in the "Paid Annual Leave" program presently maintained by the Employer which
shall be inclusive of any vacation days.
J. The Employee shall be entitled to participate in the "401K Profit
Sharing Plan" presently maintained by Manchester, or a plan equivalent thereto,
which participation shall be subject to the rules, regulations and requirements
of ERISA and the Manchester 401K Profit Sharing Plan itself.
K. All "Base Salary", "Bonuses", or other compensation of benefits of any
nature, in cash or in kind, paid to the Employee hereunder, shall be subject to
normal and usual withholding taxes and other deductions imposed by any one or
more local, state, and federal governments.
L. Upon completion of each year of employment Employer shall pay $15,000.00
per annum in deferred compensation, vesting three years after payment, subject
to the terms and conditions of a separate "Deferred Compensation Agreement" to
be agreed upon.
7. Termination of Agreement.
This Agreement may be canceled by either party hereto, upon prior notice in
writing, certified mail, return receipt requested, given to the other party,
without any reason whatsoever, and without giving any reason therefor.
The Employee's term of employment shall commence on the Effective Date and
shall continue until the earliest to occur of:
a) The Scheduled Expiration Date, as per Paragraph "Fourth" (Term of
Agreement).
b) The death of the Employee.
c) The Employee voluntarily terminates his employment with Employer without
Good Reason, as hereinafter defined in Paragraph "Eighth g)".
d) The total or partial disability of the Employee that renders him unable,
after reasonable accommodation, to perform substantially the same duties that he
performed for the Employer prior to incurring such disability for a period of no
less than ninety (90) days which need not be consecutive, in any period of
fifty-two (52) consecutive weeks.
e) Discharge of the Employee by the Board for "Cause" which shall mean one
(1) or more of the following:
(i) The commission in the course of the Employee's employment
hereunder of any fraudulent act. "Fraudulent Act" to be defined as
embezzlement, theft or other misappropriation of Company assets of any
significant nature;
(ii) The Employee's conviction of a felony, whether or not committed
in the course of his employment by the Employer;
(iii) The Employee's willful refusal to carry out reasonable and
lawful instructions by the C.E.O. or the Board of Directors of the
Employer; Provided, However, that the Employee may only be discharged
pursuant to the within provision after he shall first have been given ten
(10) days written notice setting forth the grounds for such discharge and,
within such ten (10) day period, shall not have ceased or otherwise cured
(to the reasonable satisfaction of the C.E.O. or the Board, as the case may
be), the activity or activities or omissions constituting the grounds for
such discharge;
(iv) The third occurrence of a similar act or actions by the Employee,
that caused the provisions of (iii) above and (vi) below to be twice
implemented;
(v) The Employee's willful disclosure of any trade secrets or other
material confidential corporate information of the Employer and/or
Manchester to persons not authorized to know same, unless such disclosure
is required by any law or Court Order; and
(vi) The material breach of any material representation, warranty,
restriction, or other agreement of the Employee contained in the within
Agreement, and/or any other agreement between Employee and Employer.
Provided, However, that the Employee may only be discharged pursuant to the
within provision after he shall first have been given ten (10) days written
notice setting forth the grounds for such discharge and, within such ten
(10) day period, shall not have ceased or otherwise cured the activity or
activities or omissions constituting the grounds for such discharge.
f) Discharge of the Employee by the Board without Cause. Provided, However,
that Employee may not be discharged without Cause during the ten (10) day cure
period provided for in paragraph 8(g) herein.
g) The Employee terminates his employment with Employer for "Good Reason."
As used herein, "Good Reason" shall mean the breach by Employer of any material
representation, warranty, restriction, duty, term, or agreement contained in the
within Agreement and/or in any other agreement between or among the Employee (on
the one hand) and Employer (on the other hand). Provided, However, that the
Employee may only voluntarily terminate his employment for Good Reason after
giving Employer ten (10) days written notice setting forth the grounds for such
termination and, within such ten (10) day period, Employer shall not have ceased
or otherwise cured the activity or activities or omissions constituting the
grounds for such termination;
8. Effects of Termination
A. In the event of the termination of the Employee's employment due to the
discharge of the Employee by the Board without "Cause" (Paragraph "7 f"), or by
the Employee for Good Reason (Paragraph 7 g) the Employee or representatives of
the Employee as the case may be, shall be entitled solely to the following:
(i) In the event such termination should occur before March 31, 2005,
the Employee shall receive and be entitled to the following:
a) "Base Salary" for a period of twelve (12) months from the date of
termination (the "Severance Period"), as per Xxxxxxxxx "0 X."xxxxxx, plus such
other compensation, if any, to which the Employee is entitled, calculated to the
date of termination (except as otherwise stated herein);
b) Participation in the Employer's medical and hospital plan (Paragraph "6
E" herein) during the Severance Period; Provided, However, if the Employee's
participation in any such plan is prohibited due to rules limiting the
availability of such benefits to employees, then the Company shall provide
equivalent benefits to the Employee;
(ii) In the event such termination should occur subsequent to March 31,
2005, and prior to July 31, 2006, the Employee shall receive and be entitled to
the following:
a) "Base Salary" for a period of six (6) months from the date of
termination, as per Paragraph "Sixth A."herein, or such lessor number of
months' salary (or fraction thereof) as may remain prior to the Scheduled
Expiration Date (the "Reduced Severance Period"), plus such other
compensation, if any, to which the Employee is entitled, calculated to the
date of termination (except as otherwise stated herein);
b) Participation in the Employer's medical and hospital plan
(Paragraph "6 E" herein) during the Reduced Severance Period; Provided,
However, if the Employee's participation in any such plan is prohibited due
to rules limiting the availability of such benefits to employees, then the
Company shall provide equivalent benefits to the Employee;
B. In the event of the termination of the Employee's employment due to the
Employee voluntarily terminating his employment without Good Reason, the death
of the Employee, or the discharge of the Employee for "Cause" (Paragraph "7 (b),
(c), and (e)"), the Employee shall be entitled to the following:
(i) The payment of "Base Salary" through and including the effective
date of termination, plus such other compensation, if any, to which the
Employee is entitled, pursuant to and subject to the conditions of
Paragraph "6 A of the within Agreement, calculated to the date of
termination (except as otherwise stated herein);
(ii) Any Bonus Awards previously earned but not yet paid to the
Employee.
C. In the event of the termination of the Employee's employment due to the
total or partial disability of the Employee (Paragraph "7 d)"), the Employee
shall be entitled to the following:
(i) The payment of "Base Salary" less any statutory disability payments for
thirty (30) days from the date of termination, as per Paragraph "Sixth A"herein,
plus such other compensation, if any, to which the Employee is entitled,
pursuant to and subject to the conditions of Paragraph "6 A , calculated to the
date of termination (except as otherwise stated herein);
(ii) Participation in the Employer's medical and hospital plan (Paragraph
"6 E." herein) for a period of thirty (30) days from the date of termination,
Provided, However, if the Employee's participation in any such plan is
prohibited due to rules limiting the availability of such benefits to employees,
then the Company shall provide equivalent benefits to the Employee;
(iii) The Bonus Awards described in Xxxxxxxxx "0 X" previously earned but
not yet paid to the Employee .
9. Employee Restrictions.
The Employee makes the following agreements as part and parcel of the
consideration required of the Employee pursuant to the terms of the within
Agreement, and in exchange for the consideration to be received by the Employee
pursuant to the terms of the within Agreement.
For definition purposes, EMPLOYER, as used in the within Paragraph, all
parts, shall be deemed to refer to Manchester., Employer, and all other
subsidiary Corporations of Manchester.
[a] The Employee agrees that he will not at any time, either during the
term of this Agreement or thereafter, divulge to any person, firm, partnership
or corporation, any information received by the Employee during the course of
his employment, with regard to the personal, financial or any other business
affairs of the Employer, and all such information of any nature shall be kept
confidential, and shall not in any manner be revealed whatsoever.
[b] The Employee further agrees that he will not divulge, publish or
otherwise in any manner reveal, either directly or indirectly, or through
another, to any person, firm or corporation, partnership or business entity,
either during the term of his employment or thereafter, any knowledge or
information whatsoever or any facts concerning any formulas, business methods,
inventions, devices, accounting systems, financial software packages or systems,
or other items of similar nature, used by the Employer during the term of this
Agreement, which have been disclosed to the Employee by the reason of his
employment, and the Employee shall retain all such knowledge and information
which he shall acquire during his said employment respecting said items and the
business of the Employer in trust and in a fiduciary capacity, for the sole
benefit of the Employer.
[c] The Employee further agrees that he will not, during his employment or
after the end thereof, irrespective of the time, manner or cause of the
termination of his said employment, directly or indirectly, disclose to any
person, firm, partnership, corporation or other business entity, the name,
address or business requirements of any customer of the Employer, whether same
is a present customer of the Employer or a future customer acquired during the
term of the within Agreement, and further, the Employee will not divulge any
other information that he has, or will have acquired during his period of
employment.
[i] All persons, firms, corporations and partnerships, or other business
entities, and each and every one thereof, for whom the Employer performs
services, or engages in any transactions of whatsoever nature, in the course of
the Employer's business, are and shall be deemed the customers of the Employer,
during the employment of the Employee as well as after the termination of the
employment of the Employee, notwithstanding that some or all of said business
entities may have been induced to give their patronage and business to the
Employer by the solicitation of the Employee. The Employee herein specifically
acknowledges that the "Customers" of the Employer are proprietary to the
Employer and are deemed the sole property of the Employer.
[d] The Employee further agrees that upon the termination of his
employment, irrespectful of the time, manner or cause of such termination, the
Employee will surrender to the Employer all lists, books and records of any
nature, or in connection with the Employer's customers and business, and all
other property belonging to the Employer.
[e] The Employee covenants and agrees with the Employer that during his
employment with the Employer, and at all times after the date of termination of
such employment, the Employee will not solicit any of the Employer's
then-current employees to terminate their employment with the Employer, or to
become employed by any firm, company, or other business enterprise with which
the Employee may then be connected in any manner or nature.
[f] The Employee further agrees that he will not divulge, publish or
otherwise in any manner reveal, either directly or indirectly, or through
another, to any person, firm or corporation, partnership or business entity,
either during the term of his employment or thereafter, any knowledge or
information whatsoever or any facts concerning any formulas, business methods,
inventions, devices, accounting system, software packages or systems, or other
items of similar nature, used by any third party and disclosed to Employee
during the term of this Agreement which have been disclosed to the Employee in
confidence by any third party with whom Employer has an agreement or
understanding to maintain such information in confidence or by any third party
pursuant to any agreement between Employer and the third party, pursuant to
which the Company and its agents and employees are required not to disclose such
information, and the Employee shall retain all such knowledge and information
which he shall acquire during his said employment respecting said items and the
business of the third party in trust and in a fiduciary capacity, for the sole
benefit of the third party and Employer.
[g] The Employee restrictions set forth in the prior sub-divisions of the
within Paragraph, shall not apply as to matters pertaining to the Employer that
are either public knowledge, or have been disclosed to the public by the
Employer.
10. Restrictive Covenants.
The Employee makes the following agreements as part and parcel of the
consideration required of the Employee pursuant to the terms of the within
Agreement, and in exchange for the consideration to be received by the Employee
pursuant to the terms of the within Agreement.
For definition purposes, EMPLOYER, as used in the within Paragraph, all
parts, shall be deemed to refer to Manchester. the Employer, and all other
subsidiary Corporations of Manchester.
[a] The Employee specifically acknowledges that the services to be rendered
by him pursuant to this Agreement, are special, unique and of extraordinary
character. The Employee therefore agrees that for a period of two [2] years from
the date of termination of the employment of the Employee including the
expiration of the within Agreement, the Employee will not, within the area and
territory as hereinafter designated, directly or indirectly, own, manage,
operate, join, control, consult for, be employed or participate in the
management, operation or control of, or be connected in any manner whatsoever,
with any business of the type and character of the business engaged in by the
Employer at the time of such termination.
Territory and Area Restriction
A 100 mile radius from any office or other business facility maintained
by Manchester, or any other subsidiary Corporation of Manchester at the
time of the termination of employment.
11. Non-Assignment.
The Employee herein agrees that he will not assign, transfer, convey,
pledge or encumber in any manner, the within Contract or his right, title and
interest therein, or his power to execute the same or any renewals thereof, or
any monies or other consideration due, or to become due hereunder, without the
specific consent in writing of the Employer; it being understood and agreed that
the within Agreement is intended to secure the personal services of the
Employee.
12. Injunction.
The Employee agrees that a violation on his part of any covenant, condition
or provision of the within Agreement, will cause such damage to the Employer as
will be irreparable and the exact amount of which will be impossible to
ascertain and for that reason further agrees that the Employer shall be
entitled, as a matter of right, to an injunction in any Court of competent
jurisdiction, restraining any further violation of the said covenants and
conditions and provisions of the within Agreement by the Employee. This right to
injunctive relief shall be cumulative, and in addition to whatever other
remedies the Employer may have, including actions for damages.
13. Non-Binding effect of Contract.
The Employee shall not, at any time, enter into any contract with any
person, firm, corporation, or business entity, that shall purport to bind the
Employer to any obligation which in the aggregate exceeds the sum of
$250,000.00, without the express written authority from the Employer, and
Employee shall indemnify and hold Employer harmless from any violation hereof.
Nothing herein shall be construed to limit the Employer's right to be
indemnified for any unauthorized act.
14. Arbitration.
Should any disagreement, dispute, claim or controversy arise as between the
parties hereto, or between any party and the legal representatives of a deceased
party, or between any part and any escrow agent hereunder, with respect to this
Agreement or any of the provisions thereof, or as to the interpretation or
effect thereof, or as to a breach claimed to have been committed, or as to any
other matter, cause or thing whatsoever, relating to this Agreement, and should
the same fail to be amicably adjusted by mutual agreement by the parties
concerned therein, then the matter shall be submitted to and determined by, and
before the American Arbitration Association in Columbia County, State of New
York, in accordance with its prescribed rules, regulations and procedures, and
its decision, findings or award in the matter shall be final and conclusive upon
all parties concerned and may be entered as a judgment of the Supreme Court,
Suffolk County, State of New York, or any other Court of Competent jurisdiction.
The legal fees and expenses of the prevailing party in such arbitration, shall
be paid by the non-prevailing party.
15. Notices.
For purposes of this Agreement, notices and other communications provided
for in this Agreement shall be in writing, shall be delivered personally and
sent by United States mail, certified, return receipt requested, postage
pre-paid, addressed as follows:
To the Employee: Xx. Xxxxxx Xxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
To the Employer: Manchester Equipment Co., Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
or to such other address, or the attention of such other person, as a recipient
party has previously furnished to the other parties, in writing, in accordance
with this Paragraph. Such notices or other communications shall be effective
upon delivery, or, if earlier, three (3) days after they have been mailed
pursuant to the Certified Mailing as herein above provided.
16. Governing Law-Consent to Personal Jurisdiction.
This Agreement shall be construed and governed in all respects by the
applicable laws of the State of New York. The Employee hereby expressly consents
to the personal jurisdiction of the State and Federal Courts located in the
State of New York for any lawsuit filed there against him by the Employer
arising from or relating to this Agreement; Provided, However, that such consent
is conditioned upon the Employee receiving service of process in accordance with
the rules of the Court in which such lawsuit is filed.
17. Venue-Choice of Law.
Should any disagreement, dispute, claim or controversy arise as between
the parties hereto, or between any party and the legal representatives of a
deceased party, with respect to this Agreement or any of the provisions thereof,
or as to the interpretation or effect thereof, or as to a breach claimed to have
been committed, or as to any other matter, cause or thing whatsoever, relating
to this Agreement, and should the same fail to be amicably adjusted by mutual
agreement by the parties concerned therein, then each party agrees that the
matter in dispute shall be determined by an action brought in the Supreme Court
of the State of New York, situated in Columbia County, State of New York, in
accordance with its prescribed rules, regulations and procedures, and each party
agrees to be bound by a determination thereof. The legal fees and expenses of
the prevailing party in such action, shall be paid by the non-prevailing party.
18. Advice of Counsel.
The Employee acknowledges that he has consulted with Counsel and is fully
aware of his rights and obligations pursuant to this Agreement.
19. Waiver.
Failure or delay on the part of either party hereto to enforce any right,
power, or privilege hereunder shall not be deemed to constitute a waiver
thereof. A waiver by either party or a breach of any promise hereof by the other
party shall not operate as or be construed to constitute a waiver of any
subsequent breach by such other party.
20. Representations of Capacity
A. Subject to the ratification and approval of its Board of Directors,
Employer represents and warrants that its capacity to enter into this agreement
and that neither the Company's Certificate of Incorporation, By-Laws, or any
prior agreement between the Company and any other party prevents or restricts
the Employer from entering into or performing this agreement.
B. Employee represents and warrants that Employee has the capacity to enter
into this agreement and that Employee has not entered into an agreement with any
other party which prevents or restricts the Employee from entering into or
performing this agreement 21. Severability.
Whenever possible, each provision of this Agreement will be interpreted in
such a manner as to be effective and valid under applicable law. In the event
any provision of this Agreement is held to be invalid, illegal, or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, and this Agreement will be reformed, construed and
enforced as if such invalid, illegal, or unenforceable provision had never been
contained herein.
22. Entire Agreement.
The foregoing contains the entire Agreement of the parties hereto, and no
modification thereof shall be binding upon the parties unless the same is in
writing, duly executed by the respective parties hereto.
23. Survival.
This Agreement shall bind, inure and benefit the parties hereto, and their
respective legal representatives, executives, administrators, successors and
assigns.
24. This Agreement shall only be effective upon the ratification and approval by
the Employer's Board of Directors.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the day and year first above written.
In the Presence of: Manchester Technologies, Inc.
By: ________________________
Xxxxx X. Xxxxxxxxx, CEO
________________________
Xxxxxx Xxxxxx
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