120
SEVERANCE AGREEMENT AND MUTUAL RELEASE
This SEVERANCE AGREEMENT AND MUTUAL RELEASE ("Agreement"), dated as of
January 16, 1996, by and between Cardinal Realty Services, Inc. (the "Company"),
and Xxxxxxx X. Xxxxxxx ("Employee").
WHEREAS, the Company and Employee are parties to a certain Employment
Agreement, dated as of June 30, 1992, as amended ("Employment Agreement");
WHEREAS, Employee and the Company have agreed that Employee shall resign
from all positions held with the Company, and its affiliates, subsidiaries and
related entities; and
WHEREAS, the Company and Employee wish to resolve any and all matters and
issues between them arising from or relating to Employee's services to the
Company, including his resignation therefrom.
NOW, THEREFORE, in return for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Employee
acknowledge and agree as follows:
1. Resignation. Employee hereby resigns from any and all positions he held
with the Company or its affiliated, related and subsidiary entities, including,
but not limited to, his position as Vice President and Chief Financial Officer
of the Company, as well as any position as an officer and director of any
subsidiaries of the Company, effective January 16, 1996.
2. Payout and Severance Period. Employee will receive payment pursuant to
the terms of the Employment Agreement and other severance benefits from January
16, 1996 through December 31, 1996 (the "Severance Period").
3. Final Compensation and Severance Benefits.
(a) The Company will pay Employee all amounts of Employee's base
compensation remaining unpaid under the Employment Agreement through
December 31, 1996, less applicable tax withholdings, which amount shall be
paid in accordance with the Company's past payroll practices with respect
to Employee for the duration of the Severance Period. This amount
represents payment in full of the Company's obligations to Employee with
respect to base compensation under the terms of the Employment Agreement
which Employment Agreement is hereby terminated in all other respects.
(b) Within ten (10) business days after the expiration of the seven
(7) day period referred to in Section 15(e) of this Agreement following
execution of this Agreement, the Company will pay Employee a cash bonus
equal to fifty percent (50%) of Employee's annual base salary, this being a
cash bonus in the amount of One Hundred Two Thousand Nine Hundred Fifty-two
Dollars and Fifty Cents ($102,952.50), less applicable tax withholdings.
-1 -
121
(c) Within ten (10) business days after the expiration of the seven
(7) day period referred to in Section 15(e) of this Agreement following
execution of this Agreement, the Company will pay Employee an additional
cash bonus of Three Hundred Twenty-Five Thousand Dollars ($325,000).
(d) The Company has delivered to Employee Thirty One Thousand Six
Hundred Seventy-Eight (31,678) shares of the Company's common stock,
without par value, as complete satisfaction for any and all shares awarded
to Employee under the Company's Incentive Equity Plan, free of any
forfeiture provisions or other restrictions imposed under said Plan or
Employee's award agreement thereunder. The Company will deliver to Employee
any additional shares to which Employee may become entitled under the terms
of said Plan.
4. Additional Consideration for Execution and Delivery of this Agreement.
As additional consideration to support Employee's execution and delivery of this
Agreement and his promises and undertakings hereunder, the Company will provide
Employee:
(a) An additional cash payment in the amount of One Hundred Two
Thousand Nine Hundred Fifty-Two Dollars and Fifty Cents ($102,952.50), less
applicable tax withholdings;
(b) Health and Dental insurance, as well as Employee Assistance
Program benefits, at the Company's expense, through February 18, 1996.
Employee's benefits will terminate after that date, subject to any right to
benefit continuation under the Comprehensive Omnibus Budget Reconciliation
Act.
(c) Basic and optional life insurance benefits (not including optional
life insurance benefits provided by Cincinnati Life Insurance Company),
under the same terms and conditions that Employee received such benefits
during his employment, through February 29, 1996. Employee has the right to
convert his basic life insurance coverage to an individual policy, at
Employee's own expense, within thirty (30) days from the date the coverage
terminates by submitting the appropriate conversion form to Community
National Life Insurance Company;
(d) Any vested 401(k) Plan "Retirement Plan" benefits within eight (8)
to ten (10) weeks after the end of the quarter in which Employee has ceased
making contributions to the Retirement Plan (March, 1996). Employee will be
required to complete and return appropriate election forms prior to
disbursal of such benefits as may be required by the terms of the Plan and
applicable law; and
(e) A loan equal to the amount of required withholding tax
attributable to the exercise of non-qualified stock options by Employee on
or before the date set forth in Section 1 hereof, which loan shall bear
interest at The Provident Bank prime rate and shall be repayable in full by
Employee on or before twelve (12) months from the date of said loan.
-2-
122
5. Proxy. Employee will execute and deliver to the Company his irrevocable
proxy in the form of Exhibit A, attached hereto and incorporated herein by
reference. Employee covenants that he will not take any action designed to
directly or indirectly defeat the intent of his irrevocable proxy, it being
understood and agreed that so long as said proxy remains in effect Employee will
not exercise voting power over any capital stock of the Company within the
meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended. Notwithstanding anything
contained herein to the contrary or otherwise, Employee shall have the right to
sell, transfer, or otherwise dispose of any of all shares of Cardinal common
stock held by Employee, at any time or from time to time (in accordance with
applicable law), but not with a view toward violating Employee's covenants
contained in the second sentence of this Section 5.
6. Return of Equipment. Employee will return all equipment, if any, owned
by the Company, including but not limited to, a laptop computer and dictation
equipment.
7. Consulting Agreement. Simultaneously with the execution of this
Agreement, the Company and Employee will enter into a consulting agreement in
the form of Exhibit B, a copy of which is attached hereto and incorporated
herein by reference.
8. Release by Employee
(a) Employee, for himself and his dependents, successors, assigns,
heirs, representatives, attorneys, executors and administrators (and his
and their legal representatives of every kind), hereby completely and
irrevocably discharges and releases the Company, its officers, directors,
employees, agents, shareholders, affiliates, subsidiaries, related
entities, successors and assigns from any and all claims, demands, actions,
causes of action and/or liability whatsoever involving any matter arising
out of or in any way related, directly or indirectly, to Employee's
employment with the Company, including any positions with subsidiary or
affiliated entities, compensation therefor, or the termination thereof,
including, but not limited to, any claim for employment discrimination in
violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. ss.2000e,
et seq., the Age Discrimination in Employment Act, 29 U.S.C. ss.621, et
seq., the Americans with Disabilities Act, 42 U.S.C. ss.12101, et seq.,
Ohio Revised Code ss.4112, Ohio Revised Code ss.4101 and any other federal,
state or municipal fair employment practice or discrimination laws,
statutes or ordinances, arising at any time prior to and including the
effective date of this Agreement. Employee agrees that he will not seek
reinstatement or reemployment with the Company or any affiliate thereof at
any time in the future. This release shall not, however, apply to the
obligations of the Company under this Agreement or under the Non-Qualified
Stock Option Agreement and Restricted Shares Agreement between the Company
and Employee.
-3-
123
(b) Employee further agrees and acknowledges that he (i) has been
advised by the Company to consult with legal counsel prior to executing
this Agreement and the release provided for in this Section 8, (ii) has had
an opportunity to consult with and has been advised by legal counsel of his
choice, (iii) fully understands the terms of this Agreement and (iv) enters
into this Agreement freely and voluntarily and intending to be bound.
9. Release by the Company. The Company, on behalf of itself and its
affiliated, related and subsidiary entities, successors and assigns (herein the
"Corporate Releasors"), hereby releases, dismisses and forever discharges
Employee, his successors, assigns, heirs, representatives, attorneys, executors
and administrators from any and all claims, demands, damages, actions and/or
causes of action of any kind and every description, whether known or unknown,
which the Corporate Releasors now have or may have had for, upon, or by reasons
of any cause whatsoever, against Employee. This release shall not, however,
apply to the obligations of Employee arising under this Agreement or under the
Non-Qualified Stock Option Agreement and Restricted Shares Agreement between the
Company and Employee. The Company acknowledges that no monies are owed by
Employee to the Company under any loan program of the Company or its
subsidiaries or affiliates.
10. Continued Availability and Cooperation.
(a) Employee shall cooperate fully with the Company and with the
Company's counsel in connection with any present and future actual or
threatened litigation or administrative proceeding involving the Company,
its affiliated, related or subsidiary entities, its officers, directors,
shareholders, employees, agents and representatives, and its successors or
assigns that relates to events, occurrences or conduct occurring (or
claimed to have occurred) during the period of Employee's employment by the
Company other than with respect to any action relating to this Agreement.
(b) Employee shall be reimbursed by the Company for reasonable travel,
lodging, telephone and similar expenses incurred in connection with such
cooperation, which the Company shall reasonably endeavor to schedule at
times not conflicting with the reasonable requirements of Employee or any
future employer of Employee or with the requirements of any third party
with whom Employee has a business relationship that provides remuneration
to Employee. Employee shall not unreasonably withhold his availability for
such cooperation.
11. Successors and Binding Agreement.
(a) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of or to the Company, including, without
limitation, any persons acquiring directly or indirectly all or
substantially all of the business and/or assets of the Company whether by
purchase, merger, consolidation, reorganization or otherwise (and such
-4-
124
successor shall thereafter be deemed included in the definition of the
Company for the purposes of this Agreement), but shall not otherwise be
assignable or delegable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by
Employee, his personal or legal representatives, executors, administrators,
successors, heirs, distributees and/or legatees.
(c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other party, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in Sections 11(a) and 11(b) of this Agreement.
(d) This Agreement is intended to be for the exclusive benefit of the
parties hereto, and except as provided in subsection (a) of this Section
11, no third party shall have any rights hereunder.
12. Confidentiality and Statements to Third Parties.
(a) Except as otherwise required by law, regulation, or legal process,
or except with the prior written consent of the Company, Employee will not
disclose the terms of this Agreement to anyone other than members of his
immediate family, his accountants, or his legal advisors, as necessary, and
Employee will require that they and their agents take all reasonable steps
to maintain the confidentiality hereof. Unless otherwise agreed to in
writing by Employee and except as otherwise required by law, regulation, or
legal process, the Company will disclose the terms of this Agreement only
to such of its officers, directors, and employees of the Company, the
Company's legal advisors and accountants, and other third parties who have
a genuine business interest or need in learning such information.
(b) Neither Employee nor the Company shall, directly or indirectly,
make or cause to be made any statements to any third parties criticizing or
disparaging the other or commenting adversely on the character or business
reputation of the other, but this provision shall not limit the ability or
responsibility of either party to respond to the best of its knowledge to
administrative or regulatory inquiries or to testify to the best of its
knowledge in legal proceedings.
(c) Employee agrees not to disclose, divulge, discuss, copy or
otherwise use or suffer to be used in any manner, in competition with, or
adverse to the interests of, the Company or any of the Company's
subsidiaries, affiliates or related entities, customer lists, product
research, pricing information, the Company's trade secrets or any other
information that would provide the Company's competitors with information
about the Company's methods, goals, or customers, it being acknowledged by
Employee that all such information regarding the Company's business and the
Company's subsidiaries, affiliates and related entities compiled or
obtained by, or furnished to, Employee while Employee was employed by or
-5-
125
associated with the Company is confidential information and the Company's
exclusive property.
13. Notices. For all purposes of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered, addressed (a) to the Company (to the attention of the
Chief Executive Officer at its principal executive offices located at 0000
Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxx 00000, and (b) to Employee at his
principal residence at Xxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxx 00000, or to such
other address as either party may have furnished to the other in writing and in
accordance herewith. Notices of change of address shall be effective only upon
receipt.
14. Governing Law. The validity, interpretation, construction and
performance of this Agreement (and every other issue arising hereunder) shall be
governed by the laws of the State of Ohio, without giving effect to the
principles of conflict of laws of such state.
15. Miscellaneous. The Company and Employee hereby acknowledge and
understand that:
(a) Each has had the opportunity to review and consider the terms of
this Agreement for a period of forty-five (45) days;
(b) Each has had the opportunity to receive counsel regarding their
respective rights, obligations and liabilities;
(c) Nothing in this Agreement is or shall be construed as an admission
by the Company or the Employee of any breach of any agreement or any
intentional or unintentional wrongdoing of any nature with respect to
either party;
(d) Neither Employee nor the Company has made any representations
concerning the terms or effects of this Agreement other than those
contained in this Agreement, and this Agreement may not be modified or
terminated orally;
(e) The terms of this Agreement are not effective or enforceable until
seven (7) days after its execution, during which period Employee may revoke
this Agreement;
(f) The Company provided Employee, at the beginning of the forty-five
(45) day period referred to in subparagraph (a) above, a list of the
individuals being offered similar severance packages in connection with the
termination of such individuals' employment, and the eligibility factors
and time limits applicable to the severance packages being offered. In
addition, Employee has been informed, at the same time, of the job titles
and ages of those being offered similar severance packages and the ages of
all individuals in the same job classification not being offered similar
severance packages.
-6-
126
(g) It is the Company's view that the benefits provided Employee
herein are in excess of the benefits to which he would otherwise be
contractually entitled as of the date of this Agreement;
(h) The death or disability of Employee following the execution of
this Agreement shall not affect or revoke this Agreement or any of the
obligations of the parties hereto. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by Employee and the Company. No
waiver by either party hereto at any time of any breach by the other party
hereto or compliance with any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise,
expressed or implied, with respect to the subject matter hereof have been
made by any of the parties that are not set forth expressly in this
Agreement and every one of them (if, in fact, there have been any) is
hereby terminated without liability or any other legal effect whatsoever;
and
(i) Except as provided for in this Agreement and in a certain
Consulting Agreement between the Company and Employee dated as of the date
of this Agreement, all compensation and other payments due Employee as a
result of his employment with the Company have been paid in full and
Employee is not entitled to any additional salary, bonus or other payments
whatsoever.
16. Entire Agreement. This Agreement (together with the other documents and
supporting information delivered simultaneously herewith, including without
limitation, said Consulting Agreement) shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and shall
supersede all prior verbal or written agreements, covenants, communications,
understandings, commitments, representations or warranties, whether oral or
written, by any party hereto or any of its representatives pertaining to such
subject matter.
17. Validity. The validity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall nevertheless remain in full force and effect.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.
19. Captions and Section Headings. Captions and section headings used
herein are for convenience and are not part of this Agreement and shall not be
used in construing it.
-7-
127
20. Further Assurances. Each party hereto shall execute such additional
documents, and do such additional things, as may reasonably be requested by the
other party to effectuate the purposes and provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned parties have hereunto executed this
Severance Agreement and Mutual Release as of the day and date first above
written.
CARDINAL REALTY SERVICES, INC.
By: /s/ Xxxx Xxxxxxxx, Xx.
------------------
Xxxx Xxxxxxxx, Xx.
Its: President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
------------------
XXXXXXX X. XXXXXXX
-8-
128
CARDINAL REALTY SERVICES, INC.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxx 00000
July 1, 1996
Dear Xxxxxxx:
In connection with the termination of your employment effective as of
January 16, 1996, attached is a Severance Agreement and Mutual Release which
includes a severance package providing for salary and benefit continuation.
However, in order to receive the enhanced severance package outlined, you will
be required to execute the Severance Agreement and Mutual Release.
By entering into the Severance Agreement and Mutual Release, you will
be specifically waiving and releasing all rights you may have against Cardinal
Realty Services, Inc. including, but not limited to, any rights you may have
under the Age Discrimination in Employment Act. Before entering into the
Severance Agreement and Mutual Release, you are advised to consult with an
attorney. By law you must be afforded 45 days in which to consider the Severance
Agreement and Mutual Release. Thus, the opportunity to enter into the Severance
Agreement and Mutual Release shall remain available to you through August 15,
1996.
In addition, the law requires that we give you certain information
regarding the severance package and who is eligible for the same. Similar
severance packages are being offered to those Vice Presidents being asked to
resign. Only those Vice Presidents being asked to resign are being offered such
packages. As noted previously, you have forty-five (45) days in which to
consider this severance offer. As you are aware, there are six Vice Presidents.
Four Vice Presidents are being offered a severance package. Their ages are 48,
49, 56, and 56. The two Vice Presidents not being offered such severance
packages are ages 43 and 44.
If you have any questions, please do not hesitate to contact me.
Sincerely yours,
/s/ Xxxx X. Xxxxxxxx, Xx.,
Chief Executive Officer
-4 -
129
July 1, 1996
Cardinal Realty Services, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxxxxx, Xx.
Dear Xxxx:
I understand I have 45 days to consider the severance offer made by
Cardinal Realty Services, Inc., but I wish to waive the right to consider its
offer for this period of time. I have thoroughly reviewed the offer, understand
it, and wish to accept it immediately.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
------------------
Xxxxxxx X. Xxxxxxx
-5 -
130
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints ___________________________ and
______________________________ or either of them, each with the power to appoint
h___ substitute, as proxies of the undersigned to vote and give consents with
respect to all shares of the Common Stock, without par value, of Cardinal Realty
Services, Inc., an Ohio corporation ("Cardinal"), which the undersigned would be
entitled to vote now or hereafter, as fully as the undersigned could vote and
give consents in person at any annual or special meeting of shareholders of
Cardinal or with respect to any actions taken by the written consent of
shareholders of Cardinal, upon any and all matters to come before the
shareholders of Cardinal.
The undersigned hereby acknowledges that this proxy is irrevocable and is
given for consideration and is coupled with an interest, to-wit: Cardinal and
the undersigned have on this date entered into a Severance Agreement providing
for the payment of monies and other benefits to the undersigned in exchange for,
inter alia, this proxy.
This proxy has been made and given at Columbus, Ohio and shall be
interpreted in accordance with the laws of the State of Ohio, without giving
effect to the conflict of law provisions thereof. This proxy shall be in effect
irrevocably until the earlier of (i) a sale of all of the undersigned's shares
of Cardinal Common Stock (at a time when the undersigned has no unexercised or
unexpired options or other rights to purchase Cardinal Common Stock) in good
faith to a bona fide purchaser; or (ii) the later of three (3) years from the
date hereof or the date of the final adjournment of Cardinal's annual meeting of
shareholders held in 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
1st day of July, 1996.
/s/ Xxxxxxx X. Xxxxxxx
------------------
XXXXXXX X. XXXXXXX
EXHIBIT "A"
131
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made as of the 16th day of
January, 1996, by and between CARDINAL REALTY SERVICES, INC., an Ohio
corporation (the "Company") and XXXXXXX X. XXXXXXX ("Consultant").
WHEREAS, the Company desires to secure for itself the services of
Consultant by retaining Consultant as a consultant to the Company, under the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. Consulting Services; Availability. For a one-year period beginning June
____, 1996, unless mutually extended by the parties in writing (the "Consulting
Period"), the Company shall retain Consultant as a part-time, independent
consultant with respect to the Company's finances and business. Consultant shall
perform such consulting services in such a manner and on such dates as
Consultant and Company agree. During the Consulting Period, Consultant shall
make himself available to the Company no less than twelve (12) hours each thirty
(30) day period (the "minimum service requirement") to render such advice and
assistance regarding financial and business matters as may be reasonably
requested of Consultant by the Company.
2. Consulting Payments.
(a) In consideration of the services to be performed by Consultant
pursuant to the provisions of Paragraph 1 above, the Company shall pay to
Consultant, concurrently with the execution of this Agreement, the sum of
One Hundred Fifty Thousand Dollars ($150,000).
(b) In addition to the amount payable in Paragraph 2(a) above,
Consultant shall be paid an incentive fee ("Fee") based on the amount of
any financings obtained by Company from any financing sources solicited by
Consultant and presented to Company by Consultant after the date hereof
which financings are completed during the Consulting Period or within one
year thereafter. The Fee shall be paid at the closing and initial funding
of each financing. The Fee for any financing shall be at then market rates
as agreed upon between Company and Consultant. Consultant shall obtain and
keep all state or federal licenses, if any, that are necessary for
Consultant lawfully to be paid any Fee under this Paragraph 2(b).
3. Expense Reimbursement. During the Consulting Period, Consultant shall be
entitled to reimbursement of all expenses reasonably incurred by Consultant in
connection with Consultant's performance of consulting services hereunder (but
no expenses under paragraph 2(b) hereof shall be incurred without first
obtaining Company's written approval), provided that Consultant submits to the
Company invoices or other documentary verifications of the amounts thereof.
4. Death or Permanent Disability. In the event of death or permanent
disability of Consultant during the one year consulting period referred to in
Paragraph 1 above, Consultant or his estate shall have no obligation to return
or refund to the Company the payment to Consultant
1
132
provided for in Paragraph 2(a) above. For purposes of Paragraph 2(b),
Consultant's death or permanent disability shall not affect the Company's
obligation to pay any Fee earned thereunder as described in said Paragraph 2(b),
and the Consulting Period, for such purposes, shall be deemed to continue for
the full one year period thereof.
5. Assignment. Without the written consent of the Company, Consultant shall
have no right to assign or otherwise transfer any rights created under this
Agreement. This Agreement shall be binding upon, and shall inure to the benefit
of, the Company and its successors and assigns, and Consultant and Consultant's
legal representatives, heirs, successors and permitted assigns.
6. Relationship. The Company and Consultant expressly acknowledge and agree
that the consulting services to be provided by Consultant under this Agreement
shall be performed as an independent contractor, and not as an agent or employee
of the Company. The parties also expressly acknowledge and agree that with
respect to any payments made to Consultant hereunder, the Company shall not: (i)
withhold or pay FICA or other Federal, state, or local income or other taxes; or
(ii) comply with or contribute to state worker's compensation, unemployment or
other funds or programs. The Company shall make all appropriate filings in
connection with the payment of any monies hereunder to the Consultant including
the filing of Form 1099. Consultant also acknowledges that as an independent
contractor Consultant will not be given the right to participate in any employee
benefit or insurance plan or any other plan or other fringe benefit which is
maintained, established or provided by the Company for its employees. Nothing
herein, however, shall be construed to adversely affect the rights of
Consultant, or relieve the Company of any obligations under the Severance
Agreement and Mutual Release dated the date hereof, between the Company and
Employee (the "Severance Agreement").
7. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Rules of the American Arbitration Association then pertaining in the
City of Columbus, Ohio and judgment upon the award rendered by the Arbitrator or
Arbitrators may be entered in any Court having jurisdiction thereof. The
Arbitrator or Arbitrators shall be deemed to possess the powers to issue
mandatory orders and restraining orders in connection with such arbitration.
8. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Ohio, without giving effect to the conflict
of laws provisions thereof.
9. Entire Agreement. This Agreement, together with the Severance Agreement,
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous written or
oral conversations, agreements or discussions concerning the subject matter
hereof.
10. Validity. The validity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall nevertheless remain in full force and effect.
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.
12. Captions and Section Headings. Captions and section headings used
herein are for convenience and are not part of this Agreement and shall not be
used in construing it.
13. Further Assurances. Each party hereto shall execute such additional
documents, and do such additional things, as may reasonably be requested by the
other party, to effectuate the purposes and provisions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
CARDINAL REALTY SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
-------------------------
Xxxx X. Xxxxxxxx, Xx.
Its: President and
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
------------------
Xxxxxxx X. Xxxxxxx
2
