CONFIDENTIAL
August 1, 2000
Xx. Xxxx X. Xxx
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Xxxx:
I am pleased to confirm our agreement with you concerning your
employment by BioSante Pharmaceuticals, Inc. (the "Company") which is subject to
review, approval, and ratification by the Company's Board of Directors (the
"Board").
I. EMPLOYMENT. Subject to the terms and conditions described in this
Employment Agreement (the "Agreement"), the Company agrees to employ
you as the Vice President, Commercial Development of the Company, and
you accept this employment on the following terms and conditions.
II. DUTIES.
A. You agree to devote, on a full time basis, all of your business
hours to the Company's business. You will diligently perform the
duties of your position, within guidelines to be determined by
Xxxxxxx Xxxxx, the Company's Chief Executive Officer (the "CEO"),
consistent with the policies of the Board. Said responsibilities
shall include, but not be limited to, the following specific areas:
commercialization of all products, in-licensing of additional
products and technologies, out-licensing and partnering of CAP
technologies and new hormone products, budgeting in the areas of
product sales and marketing, and forecasting and analysis of current
and future BioSante markets and competition in those markets. You
will report to the CEO, who will be responsible for evaluating your
job performance in accordance with the Company's annual performance
review process.
B. While you are employed by the Company, except as otherwise
expressly permitted by the Company's Conflict of Interest policy or
this Agreement, you will not engage in any business activity or
outside employment that conflicts with the Company's interests or
adversely affects the performance of your duties for the Company.
C. You shall be based at, and shall perform your duties at an office
located in, Lincolnshire, Illinois, or the surrounding suburban
area, where the corporate headquarters of the Company are located.
The Company agrees that the other officers and executives of the
Company except for those who are directly involved in the research
and development activities of the Company that are currently
conducted in Atlanta, Georgia shall also be located in the same
corporate headquarters. However, you shall also travel to other
locations at such times as may be appropriate for the performance of
your duties under this Agreement.
III. TERM. This Agreement is effective August 1, 2000 (the "Effective
Date"), and will terminate on July 31, 2003, unless earlier terminated
pursuant to Section V of this Agreement (the "Base Term"). Commencing
August 1, 2003, and on each August 1st thereafter, the term of your
employment will be automatically extended for three (3) additional
years unless on or before June 1st immediately preceding any such
extension, either party gives written notice to the other of the
cessation of further extensions, in which case no further automatic
extensions will occur. In the event that the Company elects not to
renew this Agreement other than for "cause" as defined herein, you will
be paid the amount described in Section V.C.2 below.
IV. COMPENSATION.
A. BASE SALARY. The Company agrees to pay you an annual base salary
of One Hundred Seventy Thousand Dollars ($170,000) in accordance
with the Company's standard payroll practices ("Base Salary"). In
subsequent years, the CEO or the Board shall have the sole
discretion to establish your Base Salary, except that, at a minimum,
it shall be adjusted upward consistent with changes to the Consumer
Price Index.
B. ANNUAL BONUS. You will be eligible to receive an annual
performance bonus not to exceed 30% of your Base Salary in effect
during the year under review. The amount of said bonus shall be
determined in the sole discretion of the CEO or the Compensation
Committee and approved by the Board.
C. OPTIONS.
1. Upon the execution of this Agreement, the Company will grant you
five hundred thousand (500,000) stock options to purchase Common
Shares of stock of the Company at the lowest permissible price
when this agreement is executed, 50,000 of which shall vest (but
cannot be sold for four months pursuant to CDNX requirements) at
the time of the grant. The remainder shall vest in twelve equal
quarterly installments over the three year period starting on the
Effective Date of this Agreement with
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the first installment vesting on November 1, 2000. The remaining
unvested options shall vest immediately upon a termination
without cause by the Company, a substantial reduction in job
responsibilities, a Change in Control as defined in Section IX or
a change of greater than 50 miles of the geographical location of
the corporate headquarters.
2. In the event the Company issues a stock dividend, or effectuates
a stock split or exchange of any shares of the Company, whether
by way of reorganization, reclassification, conversion or other
means, the Company shall make appropriate adjustment to the terms
of the Option in order to prevent dilution or enlargement of your
rights.
In the event that your employment is terminated by the Company
other than for cause (as hereinafter defined), or if the Company
elects not to renew this Agreement, all outstanding stock options
and shares held by you or your estate will immediately become
exercisable and all restrictions against disposition, if any,
which have not otherwise lapsed shall immediately lapse, and the
period within which they may be exercised will be one year
following such termination of employment.
D. BENEFITS. In addition to the other compensation to be paid under
this Section IV, you will be entitled to participate in all benefit
plans available to all full-time eligible employees hereafter
established by the Company, in accordance with the terms and
conditions of such plans, which the Company shall adopt promptly
following the date hereof. These plans shall include, but are not
limited to, the following: a 401(k) plan; group hospitalization,
health, dental, and term life and disability insurance.
E. EIMBURSEMENT OF BUSINESS EXPENSES. In addition to payment of
compensation under this Section IV, the Company agrees to reimburse
you for all reasonable out-of-pocket business expenses incurred by
you on behalf of the Company, provided that you properly account to
the Company for all such expenses in accordance with the rules and
regulations of the Internal Revenue Service promulgated under the
Internal Revenue Code of 1986, as amended, and in accordance with
the standard policies of the Company relating to reimbursement of
business expenses.
F. AUTOMOBILE ALLOWANCE. The Company shall provide you with a
monthly stipend of six hundred dollars ($600) for your automobile
use.
G. VACATION. You are entitled to three (3) weeks of paid vacation
per calendar year.
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V. TERMINATION.
A. EARLY TERMINATION. Subject to the respective continuing
obligations of the parties pursuant to Sections VI, VII and VIII,
this Section sets forth the terms for early termination of this
Agreement.
B. TERMINATION FOR CAUSE. The Company may terminate this Agreement
and your employment immediately for cause. For this purpose, "cause"
means any of the following: (1) fraud, (2) theft or embezzlement of
the Company's assets or other act of dishonesty, (3) a violation of
law involving moral turpitude, (4) your repeated and willful failure
to follow instructions of the Board provided that the conduct has
not ceased or the offense cured within thirty (30) days following
written warning from the Company that sets forth in reasonable
detail the facts claimed to provide the basis for such termination.
In the event of termination for cause pursuant to this Section V.B.,
you will be paid, at the usual rate, your annual Base Salary, car
allowance, and any out-of-pocket expenses, through the date of
termination specified in any notice of termination and any amounts
to which you are entitled under any Company benefit plan in
accordance with the terms of such plan.
C. TERMINATION WITHOUT CAUSE. Either you or the Company may
terminate this Agreement and your employment without cause on thirty
(30) days written notice. In the event of termination of this
Agreement and of employment pursuant to this Section V.C.,
compensation shall be paid as follows:
1. If the termination is by you without cause, you will be paid,
at the usual rate, your annual Base Salary, car allowance, and
any out-of-pocket expenses incurred on behalf of the Company and
accounted for pursuant to Section IV.E through the date of
termination specified in such notice (but not to exceed thirty
(30) days from the date of such notice); or
2. Notwithstanding any provision to the contrary contained
herein, in the event your employment is terminated by the Company
at any time for any reason other than for cause, disability or
death, the Company shall:
(i.) pay you a severance benefit, in a lump sum payable no
later than the fifth business day following the date of
termination, an amount equal to your total compensation
over the preceding twelve months;
(ii.) continue to provide you, at the Company's expense,
with term life insurance, as provided herein until the
earlier of (A) the expiration of the "Severance Period"
(which shall mean the shorter of these two periods: one
year from the
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date of termination or the remaining term of
this Agreement), or (B) your attaining full-time
employment, elsewhere; but in no event shall the Company
provide you with term life insurance for a period of longer
than one year;
(iii.)continue to allow you to participate, at the
Company's expense, in the Company's group health, dental
and disability insurance programs until the earlier of (A)
the expiration of the Severance Period, or (B) your
becoming eligible to participate in another employer's
corresponding group insurance and disability plans;
(iv.) provide you with outplacement services at a qualified
agency selected by mutual agreement between you and the
Company and the use of an office and reasonable secretarial
support for one year (unless you become otherwise employed
within such a period) all expenses of services described in
this paragraph not to exceed $10,000;
(v.) reimburse out-of-pocket expenses incurred by you on
the behalf of the Company prior to termination and
accounted pursuant to Section IV.E; and
(vi.) reimburse you for any and all unused vacation days
accrued to the date of such termination.
D. TERMINATION FOR GOOD REASON. You may terminate this Agreement
upon thirty (30) days written notice to the Company for good reason.
For this purpose, "good reason" means: (i) the assignment to you of
any duties that constitute a significant adverse change in the
nature, scope or level of your positions, duties, responsibilities
and status with the Company as of the date hereof, (ii) the failure
of the Company to continue in effect any fringe benefit or
compensation plan, retirement plan, life insurance plans, health or
disability plan in which you were participating (except as such
change is prompted in good faith by a change in the law), or the
taking of any action by the Company, which could reasonably be
expected to adversely affect your participation in or materially
reduce your benefits under any such plans or deprive you of any
material fringe benefit enjoyed by you, (iii) the reduction of your
salary or car allowance or failure to increase such salary as is
provided in Section IV.A above, or any other breach of this
Agreement by the Company which has not been cured within thirty (30)
days following written warning from you, or (iv) the occurrence of a
Change of Control as defined in Section IX and at which time your
employment is terminated. In any such
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case the Company will pay you the amounts, and provide you the
benefits, all as set forth in Section V.C.2 above.
E. TERMINATION IN THE EVENT OF DEATH OR PERMANENT DISABILITY. This
Agreement and your employment will terminate in the event of your
death or permanent disability.
1. In the event of your death, Base Salary and car allowance will
be terminated as of the end of the month in which death occurs.
2. For the purposes of this Agreement, the term "disability"
shall mean your inability, due to an illness, accident or any
other physical or mental incapacity, to substantially perform
your duties for a period of four (4) consecutive months or for a
total of six (6) months (whether or not consecutive) during any
twelve (12) month period during the term of this Agreement.
F. ENTIRE TERMINATION PAYMENT.
1. The compensation provided for in Sections V.B, V.C, V.D, and
V.E for early termination of this Agreement will constitute your
sole remedy for such termination. You will not be entitled to any
other termination or severance payment which might otherwise be
payable to you under any other agreement between you and the
Company or under any policy of the Company. This Section F.1.
will not have any effect on distributions to which you may be
entitled at termination from any qualified tax plan or any other
plan (other than a severance payment or similar plan).
2. Notwithstanding any other provisions of this Agreement or any
other agreement, contract or understanding heretofore or
hereafter entered into between you and the Company, if any
"payments" (including, without limitation, any benefits or
transfers of property or the acceleration of the vesting of any
benefits) in the nature of compensation under any arrangement
this is considered contingent on a Change in Control for purposes
of Section 280g of the Internal Revenue Code of 1986, as amended
(the "Code"), together with any other payments that you have the
right to receive from the Company or any corporation that is a
member of an "affiliated group" (as defined in Section 1504(a) of
the Code without regard to Section 1504(b) of the Code) of which
the Company is a member, would constitute a "parachute payment"
(as defined in Section 280G of the Code), such payments will be
reduced to the largest amount as will result in no portion of
such payments being subject to the excise tax imposed by Section
4999 of the Code; provided, however, that you
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will be entitled to designate those payments that will be reduced
or eliminated in order to comply with the forgoing provision.
X. REQUIRED RESIGNATIONS UPON EARLY TERMINATION OR EXPIRATION. You
agree that upon any termination of your employment with the Company
or expiration under this Agreement will automatically and without
further action be deemed to constitute your simultaneous resignation
from all director officer, trustee, agent and any other positions
within the Company, all of its affiliates (including but not limited
to any entity that is a shareholder of the Company and any
subsidiaries and any parent of the Company), the Company's employee
benefit plans, trusts, and foundations (charitable or otherwise) or
any other similar positions associated with the Company.
Simultaneously upon such termination of employment or expiration of
this employment agreement, you agree to execute and deliver to the
Company any and all documents, agreements, certificates, letters or
other written instruments confirming all such resignations.
H. If for any reason, other than for Termination Without Cause, you
are not employed by the Company 15 months from the effective date of
this Agreement, you will reimburse the Company for all costs paid by
the Company to relocate you to the Chicago area.
VI. INVENTIONS.
A. You agree that all Inventions (as defined below) you make,
conceive, reduce to practice or author (either alone or with others)
during or within one year after the term of this Agreement will be
the Company's sole and exclusive property. You will, with respect to
any such Invention: (i) keep current, accurate, and complete
records, which will belong to the Company and be kept and stored on
the Company's premises while you are employed by the Company; (ii)
promptly and fully disclose the existence and describe the nature of
the Invention to the Company in writing (and without request); (iii)
assign (and you hereby assign) to the Company all of your rights to
the Invention, any applications you make for patents or copyrights
in any country; and (iv) acknowledge and deliver promptly to the
Company any written instruments, and perform any other acts
necessary in the Company's opinion to preserve property rights in
the Invention against forfeiture, abandonment, or loss and to obtain
and maintain patents and/or copyrights on the Invention to vest the
entire right and title to the Invention to the Company.
B. "Inventions," as used in this Section, means any discoveries,
improvements, creations, ideas and inventions, including without
limitation software and artistic and literary works (whether or not
they can be patented or copyrighted) that: (i) relate directly to
the Company's business or the
7
Company's research or development during the term of this Agreement,
(ii) result from any work you perform for the Company; (iii) use the
Company's equipment, supplies, facilities or trade secret
information, or (iv) you develop during any time that Section II
above obligates you to perform your employment duties.
The requirements of this Section do not apply to an Invention for which no
equipment, supplies, facility or trade secret information of the Company was
used and which was developed entirely on your own time, and which neither (1)
relates directly to the Company's business or to the Company's actual and
demonstrably anticipated research or development, nor (2) results from any work
you performed for the Company. Except as previously disclosed to the Company in
writing, you do not have, and will not assert, any claims to or rights under any
Inventions as having been made, conceived, authored or acquired by you prior to
your employment by the Company.
VII. PROPRIETARY INFORMATION.
A. Except as required in your duties to the Company, you will never,
either during or after your employment by the Company, use or
disclose Proprietary Information to any person not authorized by the
Company to receive it. When your employment with the Company ends,
you will promptly turn over to the Company all records and any
compositions, articles, devices, apparatus and other items that
disclose, describe or embody Proprietary Information, including all
copies, reproductions and specimens of the Proprietary Information
in your possession, regardless of who prepared them.
B. "Proprietary Information," as used in this Section VII, means any
nonpublic information concerning the Company, including information
relating to the Company's research, product development,
engineering, purchasing, product costs, accounting, leasing,
servicing, manufacturing, sales, marketing, administration and
finances. This information includes, without limitation: (i) trade
secret information about the Company and its products; (ii)
"Inventions," as defined in Section VI.B; (iii) information
concerning any of the Company's past, current or possible future
products. Proprietary Information also includes any information
which is not generally disclosed and which is useful or helpful to
the Company and/or which would be useful or helpful to competitors.
More specific examples include financial data, sales figures for
individual projects or groups of projects, planned new projects or
planned advertising programs, areas where the Company intends to
expand, lists of suppliers, lists of customers, wage and salary
data, capital investment plans, projected earnings, changes in
management or policies of the Company, testing data, manufacturing
methods, suppliers' prices to us, or any plans we may have for
improving any of our products. Information is Proprietary
Information regardless of its form, e.g. oral, written, electronic
or
8
other, and whether or not it is labeled as "proprietary" or
"confidential." The Company's Proprietary Information includes our
information and that of our affiliates and third parties concerning
or relating to us.
VIII. COMPETITIVE ACTIVITIES.
A. You agree that during your employment with the Company, you will
not alone, or in any capacity with another person or entity, (i)
directly or indirectly engage in any employment or activity that
competes with the Company's business at the time of your employment
with the Company ends, within any state in the United States or
within Canada, or (ii) in any way interfere or attempt to interfere
with the Company's relationships with any of its current or
potential customers.
B. You agree that during your employment with the Company, you will
not, directly or indirectly, whether for your account or for any
other person or entity: (i) solicit for employment or hire, or
attempt to solicit for employment or hire, any person who is
employed by (or, but for the violation of this Agreement, would have
been employed by) the Company and any clients of the Company or (ii)
otherwise interfere with the relationship between any such person,
the Company and any clients of the Company.
C. You also agree that for a period of one year after the
termination of this Agreement for any one of the following reasons:
(i) for "cause" as defined above, (ii) voluntarily by you without
"good reason" as defined above; or (iii) in the event of a
non-renewal of the Agreement by you other than for "good reason",
you will abide by Sections VIII.A and B above.
IX. CHANGE IN CONTROL.
A. For purposes of this Agreement, a "Change in Control" of the
Company will mean the following:
1. the sale, lease, exchange or other transfer, directly or
indirectly, of all or substantially all of the assets of the
Company (in one transaction or in a series of related
transactions) to a person or entity that is not controlled by the
Company;
2. the approval by the shareholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company; or
3. a change in control of the Company of a nature that would be
required to be reported in response to Item 5(f) of Schedule 14A
of Regulation 14A or to Item 1 of Form 8-K promulgated under the
Securities
9
Exchange Act of 1934, as amended (the "Act"); provided that,
without limitation, a Change in Control shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Act) is or shall become the beneficial
owner, directly or indirectly, of securities of the Company
representing 30% or more of the Company" then outstanding
securities; or (ii) during any period of twenty-four (24)
consecutive months, individuals who at the beginning of such
period constitute the entire Board of Directors shall cease for
any reason to constitute a majority thereof unless the election,
or the nomination for election by the Company's stockholders, of
each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the
beginning of the period.
B. If a Change in Control occurs, all stock options held by you will
become immediately exercisable in full and will remain exercisable
for the remainder of their terms, regardless of whether you remain
in the employ or service of the Company.
C. For purposes of this Section IX, you shall be entitled to the
severance benefits provided in Section V.D if the date of
termination occurs either (i) while there is to the Company's
knowledge actively pending a proposed transaction, which, if
consummated, could reasonably be expected to result within one (1)
year in a Change of Control; unless, in the case of either (i) or
(ii), your employment is terminated or this Agreement is not renewed
because of death or disability or by the Company for "cause" or
voluntarily by you other than for "good reason".
X. MISCELLANEOUS.
A. NO ADEQUATE REMEDY. You understand that if you fail to fulfill
your obligations under this Agreement, the monetary damages to the
Company as a result of your failure would be very difficult to
determine. Therefore, if the Company shall institute any action or
proceeding to enforce such provisions, you waive the defense that
there is an adequate remedy at law and agree not to interpose the
claim or defense that such remedy exists at law. Therefore, without
limiting any other rights or remedies available to the Company at
law, in equity, or by statute, you hereby consent to the specific
enforcement of this Agreement by the Company through an injunction,
restraining order or other equitable relief in any such action.
B. GOVERNING LAW AND JURISDICTION. The internal laws of Illinois (as
opposed to the conflict of law provisions) will govern the validity,
construction, and
10
performance of this Agreement and the parties submit to the
jurisdiction of the state or federal courts located in Illinois.
C. ARBITRATION. Any and all disputes which arise concerning the
rights, duties or obligations of either party under any provision of
this Agreement shall be resolved exclusively by binding arbitration
in accordance with the following terms and conditions. The party
seeking arbitration shall commence a proceeding in arbitration in
Chicago, Illinois under the Rules of the American Arbitration
Association. The arbitrator shall render his or her decision and
award in writing with ninety (90) days from the initiation of the
arbitration.
There shall be no appeal from arbitrator's decision and award which
shall be final and binding on the parties and may be entered in any
court having jurisdiction thereof.
D. RIGHTS IN THE EVENT OF DISPUTE. If, with respect to any alleged
failure by the Company to comply with any of the terms of this
Agreement, you hire legal counsel with respect to this Agreement or
institute any negotiations or institute or respond to legal action
to assert or defend the validity of, enforce your rights under, or
recover damages for breach of this Agreement, the Company shall pay,
as they are incurred, your actual expenses for attorneys' fees and
disbursements, together with such additional payments, if any, as
may be necessary so that the net-after-tax payments to you equal
such fees and disbursements up to a maximum aggregate of $10,000,
provided that, in regard to such matters, you have not acted in bad
faith or with no colorable claim of success. Further, if the Company
is the prevailing party in any action brought by you to enforce the
terms of this Agreement, such payments shall be reimbursed by you to
the Company.
E. MITIGATION. You are not required to mitigate the amount of any
payments to be made pursuant to this Agreement by seeking other
employment or otherwise, nor shall the amount of any payments
provided for in the Agreement be reduced by any compensation earned
by you as the result of your self-employment or your employment by
another employer after the date of termination of your employment
with the Company.
F. CONSTRUCTION. Wherever possible, each provision of this agreement
will be interpreted so that it is valid under the applicable law. If
any provision of this agreement is to any extent invalid under the
applicable law, that provision will still be effect to the extent it
remains valid under the applicable law. The remainder of this
Agreement also will continue to be valid, and the entire Agreement
will continue to be valid in other jurisdictions.
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X. XXXXXXX. No failure or delay by either the Company or you in
exercising any right or remedy under this Agreement will waive any
provision of the Agreement. Nor will any single or partial exercise
by either the Company or you for any right or remedy under this
agreement preclude either the Company or you from otherwise or
further exercising these rights or remedies, or any other rights or
remedies granted by any law or any related document.
H. ENTIRE AGREEMENT. This Agreement is the entire agreement between
the parties and replaces all other oral negotiations, commitments,
writings and understandings between the parties concerning the
matters in this agreement. The Agreement can only be modified by
mutual written consent of the parties. You acknowledge that you have
been advised to seek legal counsel to review this Agreement with you
before you sign it.
I. SUCCESSORS AND ASSIGNS. Except as otherwise provided in Section
IX, this Agreement will be binding upon and inure the benefit of the
successors and assigns of the Company whether by way of merger,
consolidation, operation of law, purchase or other acquisition of
substantially all of the assets or business of the Company, and any
such successor or assign will absolutely and unconditionally assume
all of the Company's obligations under this Agreement. You are not
permitted to assign your rights or obligations under this Agreement.
J. NOTICES. All notices, requests and demands given to or made
pursuant hereto will, except as otherwise specified herein, be in
writing and be delivered or mailed to any such party at its address
which:
A. In the case of the Company will be:
BioSante Pharmaceuticals, Inc.
000 Xxxx Xxxx Xxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Chief Executive Officer
B. In the case of the employee will be:
Xxxx X. Xxx
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Any party may, by notice to the other party, designate a changed
address. Any notice, if mailed properly addressed, postage prepaid,
registered or certified mail, will be deemed dispatched on the
registered date or that date stamped on the certified mail receipt,
and will be deemed received within the
12
second business day thereafter or when it is actually received,
whichever is sooner.
K. CAPTIONS. The various headings or captions in this Agreement are
for convenience only and will not affect the meaning or
interpretation of this agreement.
L. REASONABLE LIMITATIONS. The parties hereto stipulate and agree
that each of the terms of this Agreement including, but not limited
to, the scope of the activities prohibited and the time limitations
are reasonable. The parties further stipulate and agree that in the
event a court determines contrary to the agreement of the parties
herein that any of the terms of this Agreement are unreasonable or
contrary to public policy, or invalid or unenforceable for any
reason in fact, law, or equity, then the court shall limit the
application of any such provision or term or modify any provision or
term to that which it finds reasonable, valid, or enforceable and
shall enforce this Agreement as so limited or modified.
Would you please confirm that this Agreement is in accordance with your
understanding and that you have received a copy of this letter by signing and
dating where indicated below, and returning an executed copy for our records.
Very truly yours,
BioSante Pharmaceuticals, Inc.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------------
Xxxxxxx Xxxxx
Its: Chief Executive Officer
By signing below, you warrant and represent that: (1) you have been
represented by legal counsel of your choice in connection with the review,
approval and execution of this Agreement or have elected not to engage
legal counsel after having been informed of your right to do so; (2) you
understand that this Agreement is a legally binding contract; (3) you have
read and understand the terms of this Agreement; (4) that you understand
its terms which are fair, reasonable and enforceable; (5) you have had
ample opportunity to negotiate with the Company with regard to all of the
Agreement's terms; (6) you have entered into this Agreement freely and
voluntarily without fraud, duress, or coercion; (7) you have the full
right, power, authority and capacity to enter into and execute this
Agreement; and (8) you intend to be bound by each provision of this
Agreement.
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Xxxxxx to and confirmed as of August 1, 2000:
/s/ Xxxx X. Xxx
---------------------------------------------
Xxxx X. Xxx
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