EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.2
This Executive Employment Agreement
(this “Agreement”) is made as of the 15th day of August, 2010 by and between
SensiVida Medical Technologies, Inc., a Delaware corporation (the “Company”),
and Xxxx Xxxxxxxxxx, a natural person who resides in the State of New York
(“Executive”).
WHEREAS, the Company wishes to employ
Executive as its Chief Technology Officer and Executive wishes to accept such
employment;
WHEREAS, the Company and Executive wish
to set forth the terms of Executive’s employment and certain additional
agreements between Executive and the Company.
NOW, THEREFORE, in consideration of the
foregoing recitals and the representations, covenants and terms contained
herein, the parties hereto agree as follows:
|
|
1.
|
Employment
Period
|
The
Company will employ Executive, and Executive will serve the Company, under the
terms of this Agreement commencing August 15, 2010 (the “Commencement Date”) for
a term of three (3) years unless earlier terminated under Section 4
hereof. The period of time between the commencement and the
termination of Executive’s employment hereunder shall be referred to herein as
the “Employment Period”.
|
|
2.
|
Duties
and Status
|
The
Company hereby engages Executive as its Chief Technology Officer on the terms
and conditions set forth in this Agreement including the terms and conditions of
the Executive Proprietary Information, Inventions, and Non-Competition Agreement
attached hereto as Exhibit A and
incorporated herein. Executive agrees to perform such duties as are customarily
performed by similar executive officers at peer companies and as may be more
specifically enumerated from time to time by the Company’s Board of Directors
(the “Board”). During the term of the Employment Period, Executive shall
exercise such authority, perform such executive functions and discharge such
responsibilities as are reasonably associated with Executive’s position,
commensurate with the authority vested in Executive pursuant to this Agreement
and consistent with the governing documents of the Company.
|
|
3.
|
Compensation
and Benefits
|
|
|
(a)
|
Salary. During
the Employment Period, the Company shall pay to Executive, as compensation
for the performance of Executive’s duties and obligations under this
Agreement, a base salary of $125,000 per annum (the “Annual Base Salary”),
payable in accordance with the Company’s regular payroll
practices. Executive's Annual Base Salary shall be reviewed
annually in accordance with the policies of the Company from time to time
and may be subject to upward adjustment based upon, among other things,
Executive's performance, as determined in the sole discretion of the
Board. On each annual anniversary of the Commencement Date of this
Agreement, Executive's Annual Base Salary shall be subject to an annual
cost of living increase of not less than five percent (5%), provided, however, that
the Board must make an affirmative determination that such a cost of
living adjustment is
appropriate.
|
|
|
(b)
|
Bonus. During
the Employment Period, Executive shall be eligible for a bonus to be paid
in cash, stock or stock options or a combination based on
performance targets that shall be defined and agreed upon mutually by the
Board and Executive. Cash and/or stock/stock option bonus payments will be
determined and approved by the
Board.
|
|
|
(c)
|
Stock
Options. The Executive shall receive options (the
“Options”) under the Company's 1999 Stock Incentive Plan to acquire
400,000 shares of the Company’s common stock upon signing of this
agreement, par value $.01 per share. The Options shall vest as
follows: 100,000 Options shall vest and become exercisable on August 14,
2011, 100,000 Options shall vest and become exercisable on August 14,
2012, and 200,000 Options shall vest and become exercisable on August 14,
2013 subject to the terms and conditions described in the
Agreement.
|
|
|
(d)
|
Equity. Executive
shall be eligible to receive awards of restricted stock, stock options,
stock appreciation rights, phantom stock units and such other forms of
equity compensation awards that may be authorized from time to time by the
Board (collectively, “Equity”) under the Company’s equity compensation
plans, such awards to be made by the Board from time to time in its sole
discretion. The Company shall reserve 5% of its authorized
capital for its Equity compensation plans for directors, officers,
employees, advisors, consultants and other
personnel.
|
|
|
(e)
|
Other
Benefits. During the Employment Period, Executive shall
be entitled to participate in all of the employee benefit plans, programs
and arrangements of the Company in effect during the Employment Period
which are generally available to senior executives of the Company, subject
to and on a basis consistent with the terms, conditions and overall
administration of such plans, programs and arrangements. In
addition, during the Employment Period, Executive shall be entitled to
fringe benefits and perquisites comparable to those of other senior
executives of the Company including, but not limited to, standard
holidays, twenty (20) days of vacation for the first year of the
Employment Period and an additional day of vacation for each year
thereafter to a maximum of twenty-five (25) days, to be used in accordance
with the Company’s vacation pay policy for senior
executives.
|
|
|
(f)
|
Business
Expenses. During the Employment Period, the Company
shall promptly reimburse Executive for all appropriately documented,
reasonable business expenses incurred by Executive in the performance of
Executive’s duties under this Agreement, including telecommunications
expenses and travel expenses.
|
2
|
|
4.
|
Termination
of Employment
|
|
|
(a)
|
Termination for
Cause. The Company may terminate Executive’s employment
hereunder for Cause (defined below). For purposes of this
Agreement and subject to Executive’s opportunity to cure as provided in
Section 4(c) hereof, the Company shall have Cause to terminate Executive’s
employment hereunder if such termination shall be the result
of:
|
|
|
(i)
|
a
material breach
of fiduciary duty or material breach
of the terms of this Agreement or any other agreement between Executive
and the Company (including without limitation any agreements regarding
confidentiality, inventions assignment and
non-competition);
|
|
|
(ii)
|
the
commission by Executive of any act of embezzlement, fraud, larceny or
theft on or from the Company;
|
|
|
(iii)
|
substantial
and continuing neglect or inattention by Executive of the duties of his
employment or the willful misconduct or gross negligence of Executive in
connection with the performance of such duties which remains uncured for a
period of fifteen (15) days following receipt of written notice from the
Board specifying the nature of such
breach;
|
|
|
(iv)
|
the
commission and indictment by Executive of any crime involving moral
turpitude or a felony; and
|
|
|
(v)
|
Executive’s
performance or omission of any act which, in the judgment of the Board, if
known to the customers, clients, stockholders or any regulators of the
Company, would have a material and adverse impact on the business of the
Company.
|
|
|
(b)
|
Termination for Good
Reason. Executive shall have the right at any time to
terminate Executive’s employment with the Company upon not less than
thirty (30) days prior written notice of termination for Good Reason
(defined below). For purposes of this Agreement and subject to
the Company’s opportunity to cure as provided in Section 4(c) hereof,
Executive shall have Good Reason to terminate Executive’s employment
hereunder if such termination shall be the result
of:
|
|
(i)
|
the
Company’s material breach of this Agreement;
or
|
|
|
(ii)
|
A
requirement by the Company that Executive perform any act or refrain from
performing any act that would be in violation of any applicable
law.
|
3
|
|
(c)
|
Notice and Opportunity to
Cure. Notwithstanding the foregoing, it shall be a
condition precedent to the Company’s right to terminate Executive’s
employment for Cause and Executive’s right to terminate for Good Reason
that (i) the party seeking termination shall first have given the other
party written notice stating with specificity the reason for the
termination (“breach”) and (ii) if such breach is susceptible of cure or
remedy, a period of fifteen (15) days from and after the giving of such
notice shall have elapsed without the breaching party having effectively
cured or remedied such breach during such 15-day period, unless such
breach cannot be cured or remedied within fifteen (15) days, in which case
the period for remedy or cure shall be extended for a reasonable time (not
to exceed an additional thirty (30) days) provided the breaching party has
made and continues to make a diligent effort to effect such remedy or
cure. In case Executive is the party seeking termination, written notice
should be provided to either the Company’s CEO, the Company’s President,
or the Company's Chairman of the
Board.
|
|
|
(d)
|
Voluntary
Termination. Executive, at Executive’s election, may
terminate Executive’s employment upon not less than sixty (60) days prior
written notice of termination other than for Good
Reason.
|
|
|
(e)
|
Termination Upon Death or
Permanent and Total Disability. The Employment Period
shall be terminated by the death of Executive. The Employment
Period may be terminated by the Board if Executive shall be rendered
incapable of performing Executive’s duties to the Company by reason of any
medically determined physical or mental impairment that can be reasonably
expected to result in death or that can be reasonably be expected to last
for a period of either (i) six (6) or more consecutive months from the
first date of Executive’s absence due to the disability or (ii) nine (9)
months during any twelve-month period (a “Permanent and Total
Disability”). If the Employment Period is terminated by reason
of a Permanent and Total Disability of Executive, the Company shall give
thirty (30) days’ advance written notice to that effect to
Executive.
|
|
|
(f)
|
Termination at the Election of
the Company. At the election of the Company, otherwise
than for Cause as set forth in Section 4(a) above, upon not less than
sixty (60) days prior written notice of
termination.
|
|
|
(g)
|
Termination for Business
Failure. Anything contained herein to the contrary
notwithstanding, in the event the Company’s business is discontinued
because continuation is rendered impracticable by substantial financial
losses, lack of funding, legal decisions, administrative rulings,
declaration of war, dissolution, national or local economic depression or
crisis or any reasons beyond the control of the Company, then this
Agreement shall terminate as of the day the Company determines to cease
operation with the same force and effect as if such day of the month were
originally set as the termination date hereof. In the event
this Agreement is terminated pursuant to this Section 4(g), the Company
will give Executive fourteen (14) days’ advance written notice of
termination and Executive will not be entitled to severance
pay.
|
4
|
|
5.
|
Consequences
of Termination
|
|
|
(a)
|
By Executive for Good Reason
or by the Company Without Cause. In the event of a
termination of Executive’s employment during the Employment Period by
Executive for Good Reason pursuant to Section 4(b) or by the Company
without Cause pursuant to Section 4(f) the Company shall pay Executive (or
Executive’s estate) and provide Executive with the following, provided
that Executive enter into a release of claims agreement agreeable to the
Company and Executive:
|
|
|
(i)
|
Cash
Payment. A cash payment, payable in equal installments
over a six (6) month period after Executive’s termination of employment,
equal to the sum of the following:
|
|
|
(A)
|
Salary. The
equivalent of six (6) months of Executive’s then-current base salary (the
“Severance Period”); plus
|
|
|
(B)
|
Earned but Unpaid
Amounts. Any previously earned but unpaid salary through
Executive’s final date of employment with the Company, and any previously
earned but unpaid bonus amounts prior to the date of Executive’s
termination of employment.
|
|
|
(C)
|
Equity. All
Equity vested at time of termination shall be retained by Executive and
all Equity that has not vested shall be accelerated and be deemed vested
for purposes of this Section 5.
|
|
|
(ii)
|
Other
Benefits. The Company shall provide continued coverage
for the Severance Period under all health, life, disability and similar
employee benefit plans and programs of the Company on the same basis as
Executive was entitled to participate immediately prior to such
termination, provided that Executive’s continued participation is possible
under the general terms and provisions of such plans and
programs. In the event that Executive’s participation in any
such plan or program is barred, the Company shall use its commercially
reasonable efforts to provide Executive with benefits substantially
similar (including all tax effects) to those which Executive would
otherwise have been entitled to receive under such plans and programs from
which his continued participation is barred. In the event that
Executive is covered under substitute benefit plans of another employer
prior to the expiration of the Severance Period, the Company will no
longer be obligated to continue the coverage provided for in this Section
5(a)(ii).
|
5
|
|
(b)
|
Other Termination of
Employment. In the event that Executive’s employment
with the Company is terminated during the Employment Period by the Company
for Cause (as provided for in Section 4(a) hereof) or by Executive other
than for Good Reason (as provided for in Section 4(b) hereof), the Company
shall pay or grant Executive any earned but unpaid salary, bonus, and
Options through Executive’s final date of employment with the Company, and
the Company shall have no further obligations to
Executive.
|
|
|
(c)
|
Withholding of
Taxes. All payments required to be made by the Company
to Executive under this Agreement shall be subject only to the withholding
of such amounts, if any, relating to tax, excise tax and other payroll
deductions as may be required by law or
regulation.
|
|
|
(d)
|
No Other
Obligations. The benefits payable to Executive under
this Agreement are not in lieu of any benefits payable under any employee
benefit plan, program or arrangement of the Company, except as
specifically provided herein, and Executive will receive such benefits or
payments, if any, as he may be entitled to receive pursuant to the terms
of such plans, programs and arrangements. Except for the
obligations of the Company provided by the foregoing and this Section 5,
the Company shall have no further obligations to Executive upon his
termination of employment.
|
|
|
6.
|
Change
of Control.
|
|
|
(a)
|
In
the event of a change in control of the Company, the Company shall pay
Executive and provide him with the
following:
|
|
|
(i)
|
Cash
Payment. A cash payment, payable in a lump sum at the
time any change in control is consummated, equal to the sum of the
following:
|
|
|
(A)
|
Salary. The
equivalent of eighteen (18) months of Executive’s then-current base
salary; plus
|
|
|
(B)
|
Earned but Unpaid
Amounts. Any previously earned but unpaid salary through
date of the change in control, and any previously earned but unpaid bonus
amounts prior to the date of the change in
control.
|
|
|
(C)
|
Equity. All
Equity vested at time of the change in control shall be retained by
Executive and all Equity that has not vested shall be accelerated and be
deemed vested for purposes of this Section
6.
|
|
|
(b)
|
As
used in this Agreement, the term "change in control" shall mean the
occurrence of any of the following
events:
|
6
|
|
(i)
|
if
any "person" or "group" of persons, as such terms are used in
Sections 13 and 14 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), other than an employee benefit plan sponsored by the
Company, becomes the "beneficial owner," as such term is used in
Section 13 of the Exchange Act (without regard to any vesting or
waiting periods) of common equity of the Company or any class of stock
convertible into common equity of the Company, in an amount equal to
twenty percent (20%) or more of the sum total of the common equity issued
and outstanding immediately prior to such acquisition as if they were a
single class and disregarding any equity raise in connection with the
financing of such transaction;
|
|
|
(ii)
|
if
any common equity is purchased pursuant to a tender or exchange
offer;
|
|
|
(iii)
|
upon
the dissolution or liquidation of the Company or the consummation of any
merger or consolidation of the Company or any sale or other disposition of
all or substantially all of its assets, if the stockholders of the Company
immediately before such transaction own, immediately after consummation of
such transaction, equity securities possessing less than fifty percent
(50%) of the surviving or acquiring company;
or
|
|
|
(iv)
|
upon
a turnover, during any two (2) year period, of the majority of the
members of the Board, without the consent of the remaining members of the
Board as to the appointment of the new
members.
|
|
|
7.
|
Governing
Law
|
This Agreement and the rights and
obligations of the parties hereto shall be construed in accordance with the laws
of the State of New York, without giving effect to the principles of conflict of
laws.
|
|
8.
|
Indemnity
and Insurance
|
The Company shall indemnify and save
harmless Executive for any liability incurred by reason of any act or omission
performed by Executive while acting in good faith on behalf of the Company and
within the scope of the authority of Executive pursuant to this Agreement and to
the fullest extent provided under the Bylaws, the Articles of Incorporation and
the Delaware General Corporation Law, except that Executive must have in good
faith believed that such action was in, or not opposed to, the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful.
The Company shall provide that
Executive is covered by any Directors and Officers insurance that the Company
provides to other senior executives and/or board members.
7
|
9
|
Cooperation with the Company
After Termination of
Employment
|
Following termination of Executive’s
employment for any reason, Executive shall fully cooperate with the Company in
all matters relating to the winding up of Executive’s pending work on behalf of
the Company including, but not limited to, any litigation in which the Company
is involved, and the orderly transfer of any such pending work to other
employees of the Company as may be designated by the
Company. Following any notice of termination of employment by either
the Company or Executive, the Company shall be entitled to such full time or
part time services of Executive as the Company may reasonably require during all
or any part of the sixty (60)-day period following any notice of termination,
provided that Executive shall be compensated for such services at the same rate
as in effect immediately before the notice of termination.
|
10
|
Notice
|
All notices, requests and other
communications pursuant to this Agreement shall be sent by overnight mail, by
fax with proof of transmission or by email with confirmed receipt to the
following addresses:
If to Executive:
Xx. Xxxx Xxxxxxxxxx
Phone:
Email:
If to the Company:
000 Xxxxxx Xxxxxx Xxxxx, Xxxxx
000
Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxx, President
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxx00@xxxxx.xxx
|
|
11
|
Waiver
of Breach
|
Any waiver of any breach of this
Agreement shall not be construed to be a continuing waiver or consent to any
subsequent breach on the part of either Executive or of the
Company.
8
|
|
12
|
Non-Assignment
/ Successors
|
Neither party hereto may assign his/her
or its rights or delegate his/hers or its duties under this Agreement without
the prior written consent of the other party; provided, however, that (i) this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company upon any sale or all or substantially all of the
Company’s assets, or upon any merger, consolidation or reorganization of the
Company with or into any other corporation, all as though such successors and
assigns of the Company and their respective successors and assigns were the
Company; and (ii) this Agreement shall inure to the benefit of and be binding
upon the heirs, assigns or designees of Executive to the extent of any payments
due to them hereunder. As used in this Agreement, the term “Company”
shall be deemed to refer to any such successor or assign of the Company referred
to in the preceding sentence.
|
|
13
|
Severability
|
To the extent any provision of this
Agreement or portion thereof shall be invalid or unenforceable, it shall be
considered deleted there from and the remainder of such provision and of this
Agreement shall be unaffected and shall continue in full force and
effect.
|
|
14
|
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 will constitute one and the same instrument.
|
|
15
|
Arbitration
|
Executive and the Company shall submit
to mandatory and exclusive binding arbitration, any controversy or claim arising
out of, or relating to, this Agreement or any breach hereof where the amount in
dispute is greater than or equal to $50,000, provided, however, that the
parties retain their right to, and shall not be prohibited, limited or in any
other way restricted from, seeking or obtaining equitable relief from a court
having jurisdiction over the parties. In the event the amount of any
controversy or claim arising out of, or relating to, this Agreement, or any
breach hereof, is less than $50,000, the parties hereby agree to submit such
claim to mediation. Such arbitration shall be governed by the Federal
Arbitration Act and conducted through the American Arbitration Association
(“AAA”) in the State of New York, before a single neutral arbitrator, in
accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association in effect at that time. The
parties may conduct only essential discovery prior to the hearing, as defined by
the AAA arbitrator. The arbitrator shall issue a written decision
which contains the essential findings and conclusions on which the decision is
based. Mediation shall be governed by, and conducted through, the
AAA. Judgment upon the determination or award rendered by the
arbitrator may be entered in any court having jurisdiction
thereof.
9
|
|
16
|
Entire
Agreement
|
This Agreement and all schedules and
other attachments hereto constitute the entire agreement by the Company and
Executive with respect to the subject matter hereof and, except as specifically
provided herein, supersedes any and all prior agreements or understandings
between Executive and the Company with respect to the subject matter hereof,
whether written or oral. This Agreement may be amended or modified
only by a written instrument executed by Executive and the
Company.
10
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
above.
|
By:
|
/s/ Xxxx Xxx | |
|
Name: Xxxx
Xxx
|
||
|
Title: President
|
||
|
EXECUTIVE
|
||
|
/s/
Xxxx Xxxxxxxxxx
|
||
|
Xxxx
Xxxxxxxxxx
|
||
11
Exhibit
A
Proprietary
Information and Non-Competition Agreement
For
purposes of this Agreement, the term "Proprietary
Information" shall mean all knowledge and information which the Executive
has acquired or may acquire as a result of, or related to, his relationship with
the Company concerning the Company's business, finances, sales and marketing
plans, operations, strategic planning, current or proposed products or services,
software, methodologies, algorithms, flow charts and logic diagrams, technical
specifications and data, proprietary technology, trade secrets, cost and pricing
policies, methods of doing business, customer names and profiles, confidential
business information, know-how, techniques, and strategies and
Services. Notwithstanding the foregoing sentence, such Proprietary
Information does not include (i) information which is or becomes publicly
available through no action or fault of the Executive (except as may be used or
disclosed in violation of this Agreement), (ii) information acquired by the
Executive from a source other than the Company or any of its Executives or other
consultants, which source acquired such information directly from the Company
without a breach of any confidentiality obligation between such source and the
Company, (iii) information that is known to the Executive without restriction
from his own independent sources as evidenced by the Executive’s written
records, and which was not acquired, directly or indirectly, from the Company or
its partners, and (iv) information developed or obtained by the Executive
unrelated to the services performed by the Executive for the Company and
discovered from sources other than the Company.
|
|
1.
|
During
Term of Employment
|
At all
times while this Proprietary Information and Non-Competition Agreement (this
"Agreement") is in force and after its expiration or termination, Executive
agrees to refrain from disclosing the customer lists, trade secrets, inventions,
or other Proprietary Information of SensiVida Medical Technologies, Inc. (the
"Company"). All Proprietary Information generated by Executive during the Term
of Employment as set forth in Executive's Employment Agreement with the Company
will be the property of Company and to be surrendered to the Company by
Executive upon termination as described in Section 4 of this Agreement. In
addition, Executive shall not engage, directly or indirectly, as an Executive,
officer, director, partner, manager, consultant, agent, owner (other than a
minority shareholder or other equity interest of not more than 1% of a company
whose equity interests are publicly traded on a nationally recognized stock
exchange or over-the-counter) or in any other capacity, in any competition with
the Company or any of its subsidiaries.
12
|
|
2.
|
Subsequent
to Employment
|
After
expiration or termination of this agreement, Executive agrees not to compete
with the Company for a period of 2 years in the area of minimally invasive
medical diagnostics or disclose the Company’s Proprietary Information as
described in Section 1. All Company material generated by Executive during
employment will be surrendered to the Company as described Section 4. In
addition, Executive shall not in
any capacity (whether in the capacity as an Executive, officer, director,
partner, manager, consultant, agent or owner (other than a minority shareholder
or other equity interest of not more than 1% of a company whose equity interests
are publicly traded on a nationally recognized stock exchange or
over-the-counter), directly or indirectly advise, manage, render or perform
services to or for any person or entity which is engaged in a business
competitive to that of the Company or any of its subsidiaries.
|
|
3.
|
Non-solicitation
|
For a 2
year period following the termination of Executive’s employment for any reason
or without reason, Executive shall not solicit or induce any person who was an
Executive of the Company or any of its subsidiaries on the date of Executive’s
termination or within three months prior to leaving his or her employment with
the Company or any of its subsidiaries to leave their employment with the
Company.
|
|
4.
|
Return
of Documents
|
Immediately
upon termination of employment, Executive will return to the Company, and so
certify in writing to the Company, all the Company’s or any of its subsidiaries’
papers, documents and other property, including information stored for use in or
with computers and software applicable to the Company’s and its subsidiaries’
business (and all copies thereof), which are in Executive’s possession or under
Executive’s control, regardless whether such papers, documents or other property
contain Confidential Information or Trade Secrets.
|
|
5.
|
No
Conflicts
|
To the
extent that they exist, Executive will not disclose to the Company or any of its
subsidiaries any of Executive’s previous employer’s confidential information or
trade secrets. Further, Executive represents and warrants that
Executive has not previously assumed any obligations inconsistent with those of
this Agreement and that employment by the Company does not conflict with any
prior obligations to third parties. In addition, Executive and the
Company agree that it is important for any prospective employer to be aware of
this Agreement, so that disputes concerning this Agreement can be avoided in the
future. Therefore, the Executive agrees that, following termination
of employment with the Company, the Company may forward a copy of this
Non-Competition Agreement to any future prospective or actual employer, and the
Executive releases the Company from any claimed liability or damage caused to
the Executive by virtue of the Company’s act in making that prospective or
actual employer aware of this Agreement (and any related Exhibits
hereto).
13
|
|
6.
|
Agreement
on Fairness.
|
Executive
acknowledges that: (i) this Agreement has been specifically bargained
between the parties and reviewed by Executive, (ii) Executive has had an
opportunity to obtain legal counsel to review this Agreement, and (iii) the
covenants made by and duties imposed upon Executive hereby are fair, reasonable
and minimally necessary to protect the legitimate business interests of the
Company, and such covenants and duties will not place an undue burden upon
Executive’s livelihood in the event of termination of Executive’s employment by
the Company and the strict enforcement of the covenants contained
herein.
|
|
7.
|
Equitable
Relief and Remedies.
|
Executive
acknowledges that any breach of this Agreement will cause substantial and
irreparable harm to the Company for which money damages would be an inadequate
remedy. Accordingly, the Company shall in any such event be entitled
to seek injunctive and other forms of equitable relief to prevent such breach
and the prevailing party shall be entitled to recover from the other, the
prevailing party’s costs (including, without limitation, reasonable attorneys’
fees) incurred in connection with enforcing this Agreement, in addition to any
other rights or remedies available at law.
14
