AMENDED AND RESTATED CEO-CONSULTANT AGREEMENT Dated: November 30, 2008
Exhibit
10.1
AMENDED
AND RESTATED CEO-CONSULTANT AGREEMENT
Dated:
November 30, 2008
This
Employment/Consultant Agreement (“AGREEMENT”)
is
entered into by and between Rubber Research Elastomerics, Inc. a Minnesota
corporation, ( “COMPANY”),
and
Xxxxxxx Xxxxxx, Ph. D., a resident of Pacific Palisades, California
(“EXECUTIVE”),
(collectively referred to herein as "PARTIES") and is effective as of the date
first written above (the “Effective
Date”).
AGREEMENT
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1.
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Employment.
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Effective
as of the date first written above (“Effective
Date”),
the COMPANY will employ EXECUTIVE as the CEO-Consultant, and EXECUTIVE
will accept such employment and perform services for the COMPANY,
upon the
terms and conditions set forth in this AGREEMENT, which is an amended
and
restated version replacing the existing Agreement signed on or about
September 14, 2007.
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| 2. |
Term
of Employment.
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Unless
terminated at an earlier date in accordance with this AGREEMENT, the term of
EXECUTIVE’s consulting agreement with the COMPANY will be for the period
commencing on the Effective Date of this AGREEMENT, and ending on the fourth
anniversary of the Effective Date. Thereafter, unless terminated at an earlier
date in accordance with this AGREEMENT, the term of EXECUTIVE’s employment with
the COMPANY, if not otherwise extended by the Board
of
Directors of the COMPANY ("BOARD"),
will be
automatically extended for successive one year periods, unless either party
gives written notice to the other party at least 180 days prior to the
expiration of such term that such party elects not to extend the term of
EXECUTIVE’s employment under this AGREEMENT.
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3.
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Position
and Duties.
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| (a) |
Employment
with the COMPANY.
Commencing on the Effective Date and continuing for the duration
of the
term of EXECUTIVE’s employment with the COMPANY hereunder, EXECUTIVE shall
continue to be employed in his current position as a CEO-Consultant
with
the position of the Chief Executive Officer of the COMPANY and shall
have
the authority, duties and responsibilities commensurate and consistent
with such position and title. Acting as Chief Executive Officer,
EXECUTIVE
shall be the most senior officer of the COMPANY and report directly
and
exclusively to the BOARD. EXECUTIVE shall also serve in such other
position or positions with the COMPANY and its subsidiaries, consistent
with his position as Chief Executive Officer of the COMPANY, as the
BOARD
shall reasonably assign EXECUTIVE, from time to time. EXECUTIVE’s
employment hereunder will be based either at the COMPANY’s corporate
headquarters, currently in the Minneapolis, Minnesota metropolitan
area,
or at his office in Pacific Palisades, California, as the EXECUTIVE
shall
choose, depending upon the requirements of his duties for the benefit
of
the COMPANY, as they may change from time to
time.
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| (b) |
Performance
of Duties and Responsibilities.
EXECUTIVE will serve the COMPANY faithfully and to the best of his
ability
and will devote his full working time, attention and efforts to the
business of the COMPANY. At the present time EXECUTIVE also serves
as the
President of 2PCR, as a Vice President of XXXX, as C.E.O. of Riviera
Investments Inc., and as the President of Xxxxxx Road Investments
Inc. The
PARTIES agree that the concurrent employment of EXECUTIVE by these
companies or any other companies that are licensees or sub-licensees
of
COMPANY does not constitute a conflict of interest or breach of
EXECUTIVE's duties to COMPANY.
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EXECUTIVE
is also a member of the Board of Directors of TEN Asset Management, a Registered
Investment Management Firm (xxx.xxxxxxxx.xxx)
, and
the COMPANY recognizes that this and other such limited participation in
companies unrelated to the Tirecycle Technology will not interfere with his
duties to the COMPANY, but are each subject to approval by the
BOARD.
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4.
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Compensation.
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| (a) |
Base
Salary.
While EXECUTIVE is employed by the COMPANY hereunder, the COMPANY
will pay
to EXECUTIVE an annual Base-Contract-Fee, starting at $150,000 per
year,
which Base-Contract-Fee shall be paid in equal monthly installments.
During the second year (starting with September 13, 2008) and each
successive year thereafter, the BOARD or the Compensation Committee
of the
BOARD (the “Committee”)
will conduct an annual performance review of EXECUTIVE and thereafter
establish EXECUTIVE’s base-contract-fee in an amount not less than the
base-contract-fee in effect for the prior year.
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| (b) |
Annual
Performance Bonus.
For each full or partial fiscal year that EXECUTIVE is serving the
COMPANY
under the terms of this AGREEMENT, EXECUTIVE shall be eligible for
a
performance bonus. Through fiscal year 2008, such bonus shall be
in an
amount not more than $50,000, and will be based on achievement of
certain
criteria and milestones established by, and in the sole discretion
of the
BOARD. Commencing with fiscal year 2009, EXECUTIVE’s annual cash bonus
shall be up to 25% of EXECUTIVE’s annual base salary for such fiscal year,
and will be based upon achievement of certain profitability and
operational efficiencies relative to the industry and such other
criteria
that the BOARD may, from time to time, determine. Achievement by
EXECUTIVE
of the objectives for each fiscal year will be determined in good
faith by
the BOARD within 60 days after the end of the fiscal year; and the
annual operational performance bonus will be paid in a lump sum promptly
following such determination unless an alternative procedure is agreed
to
in writing by EXECUTIVE and
COMPANY.
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(c)
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Employee
Benefits.
While EXECUTIVE is employed by the COMPANY hereunder, EXECUTIVE will
be
entitled to participate in all employee benefit plans and programs
of the
COMPANY, including without limitation, a 401(k) plan (but specifically
excluding the COMPANY’s medical, life, and disability insurance plans), to
the extent that EXECUTIVE meets the eligibility requirements for
each
individual plan or program as generally applicable to other executive
officers of the COMPANY; provided, however, that except as herein
otherwise provided, the COMPANY provides no assurance as to the adoption
or continuance of any particular employee benefit plan or program
and
EXECUTIVE’s participation in any such plan or program is consistent with
the provisions, rules and regulations generally applicable to other
executive officers of the COMPANY. The COMPANY currently has no 401(k)
plan or other such plans except for providing health insurance to
those
employees who do not have their own health plans. The EXECUTIVE
understands that elective deferrals made by executives under a 401(k)
plan
may be limited as necessary to satisfy certain non-discrimination
rules
that apply to such plans under the Internal Revenue Code of 1986,
as
amended (the “Code”).
However, unless the COMPANY determines that it is not commercially
reasonable to do so, the COMPANY will adopt a “safe-harbor” matching
contribution formula under the 401(k) plan that will allow the 401(k)
plan
to automatically comply with such non-discrimination rules. If the
COMPANY
determines that it is not commercially reasonable to adopt such a
matching
contribution formula, the COMPANY will establish a nonqualified deferred
compensation plan that will allow the EXECUTIVE to approximate on
a
nonqualified basis the deferrals that cannot be made under the 401(k)
due
to non-discrimination rules, in a manner consistent with Section 409A
of the Code.
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(d)
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Automobile
Allowance.
While EXECUTIVE is employed by the COMPANY hereunder, the COMPANY
shall
not ordinarily provide to EXECUTIVE the use of an automobile leased
by the
COMPANY while he is working from California and, regarding personal
automobile costs in California, shall only reimburse EXECUTIVE for
the
“usage costs” for his personal automobile(s) during the term of this
AGREEMENT. This shall include all costs of fuel, whether for personal
or
COMPANY use, and the cost of insurance, repairs and maintenance.
However
EXECUTIVE’s personal automobile(s) shall ordinarily remain in the Los
Angles area of California and the COMPANY will provide a rental or
leased
vehicle, at the choice of the COMPANY, for the time EXECUTIVE spends
in
Minnesota, or in Northern California, or in other states or foreign
locales, including without limitation the costs of insuring, maintaining
and operating such automobile, whether rented or leased. This provision
is
agreed to be retroactive to September 14, 2007, as it was meant to
be
included in the Agreement hiring EXECUTIVE on that date (“RETROACTIVE
TO 09-14-2007”).
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(e)
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Expenses
in Minnesota
It
is recognized that, because EXECUTIVE will not be responsible for
maintaining a home or automobile in Minnesota, then, when he is in
Minnesota the COMPANY will reimburse the usual expenses for hotel
(or
leased housing, at the choice of the COMPANY), rent-a-car, and per
diem or
restaurant costs and all other such-like which it would normally
reimburse
when EXECUTIVE is traveling. [RETROACTIVE TO
09-14-2007].
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(f)
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Expenses.
While EXECUTIVE is employed by the COMPANY hereunder, the COMPANY
will
reimburse EXECUTIVE for all reasonable and necessary out-of-pocket
business, travel and entertainment expenses incurred by him in the
performance of his duties and responsibilities hereunder, subject
to the
COMPANY’s normal policies and procedures for expense verification and
documentation. It is more particularly agreed that RRE shall reimburse
EXECUTIVE for his costs of maintaining his office in California,
including
computer and software purchase or replacement and upkeep costs and
telephone, cell phone, FAX, and any DSL or high-speed Cable expenses
associated with providing rapid computer data transmission, but not
including any “rent” paid for the space so long as EXECUTIVE maintains
said office in his home. He may, however, rent storage space, at
COMPANY
expense, to store corporate records near his home. [RETROACTIVE TO
09-14-2007].
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(g)
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Vacation.
While EXECUTIVE is employed by the COMPANY hereunder, EXECUTIVE shall
be
entitled to paid vacation time off in accordance with the normal
policies
of the COMPANY, but not less than three weeks vacation per year.
Unused
vacation time will be carried forward and accumulated from year to
year,
and EXECUTIVE will be paid for unused vacation time at the time he
terminates employment for any
reason.
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| 5. |
Noncompetition
Covenant.
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| a) |
Agreement
Not to Compete.
During the term of EXECUTIVE’s employment with the COMPANY and for a
period of 12 months thereafter, EXECUTIVE shall not, directly or
indirectly, own, manage, control, have any interest in, participate
in,
lend his name to, act as consultant or advisor to or render services
to
(alone or in association with any other person, firm, corporation
or other
business organization) any endeavor that competes with COMPANY.
Notwithstanding anything herein to the contrary however, EXECUTIVE’s
association with any licensees or sub-licensees of the COMPANY shall
not
constitute prohibited competition.
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| b) |
Agreement
Not to Hire.
During the term of EXECUTIVE’s employment with the COMPANY and for a
period of 12 months thereafter, EXECUTIVE shall not, directly or
indirectly, hire, engage or solicit any person who is then an employee
of
the COMPANY or who was an employee of the COMPANY at the time of
EXECUTIVE’s termination of employment, in any manner or capacity,
including without limitation as a proprietor, principal, agent, partner,
officer, director, employee, member of any association, consultant
or
otherwise, excepting that the previous parts of this paragraph have
no
force or effect in connection with activities of EXECUTIVE in connection
with his association with a licensee or sub-licensee of
COMPANY
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| c) |
Agreement
Not to Solicit.
During the term of EXECUTIVE’s employment with the COMPANY and for a
period of 12 months thereafter, EXECUTIVE shall not, directly or
indirectly, solicit, request, advise or induce any current or potential
customer, supplier or other business contact of the COMPANY to cancel,
curtail or otherwise change its relationship with the COMPANY, in
any
manner or capacity, including without limitation as a proprietor,
principal, agent, partner, officer, director, stockholder, employee,
member of any association, consultant or otherwise, excepting that
the
previous parts of this sentence shall have no force or effect in
connection with activities of EXECUTIVE in connection with his association
with a licensee or sub-licensee of
COMPANY
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| d) |
Blue
Pencil Doctrine.
If the duration of, the scope of or any business activity covered
by any
provision of this Section 5 is in excess of what is valid and enforceable
under applicable law, such provision shall be construed to cover
only that
duration, scope or activity that is valid and enforceable. EXECUTIVE
hereby acknowledges that this Section 5 shall be given the construction
which renders its provisions valid and enforceable to the maximum
extent,
not exceeding its express terms, possible under applicable
law.
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| 6. |
Patents,
Copyrights and Related Matters.
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| a) |
Disclosure
and Assignment.
EXECUTIVE shall immediately disclose to the COMPANY any and all
improvements and inventions that EXECUTIVE may conceive and/or reduce
to
practice individually or jointly or commonly with others while he
is
employed with the COMPANY with respect to (i) any methods, processes
or apparatus concerned with the development, use or production of
any type
of products, goods or services sold or used by the COMPANY, and
(ii) any type of products, goods or services sold or used by the
COMPANY. EXECUTIVE also shall immediately assign, transfer and set
over to
the COMPANY his entire right, title and interest in and to any and
all of
such inventions as are specified in this Section 6(a), and in and to
any and all applications for letters patent that may be filed on
such
inventions, and in and to any and all letters patent that may issue,
or be
issued, upon such applications. In connection therewith and for no
additional compensation therefore, but at no expense to EXECUTIVE,
EXECUTIVE shall sign any and all such patent-right instruments deemed
necessary by the COMPANY for:
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| (1) |
the
filing and prosecution of any applications for letters patent of
the
United States or of any foreign country that the COMPANY may desire
to
file upon such inventions as are specified in this
Section 6(a);
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| (2) |
the
filing and prosecution of any divisional, continuation,
continuation-in-part or reissue applications that the COMPANY may
desire
to file upon such applications for letters patent;
and
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| (3) |
the
reviving, re-examining or renewing of any of such applications for
letters
patent.
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Notwithstanding
anything herein to the contrary, this Section 6(a) shall not apply to any
invention for which no equipment, supplies, facilities, confidential,
proprietary or secret knowledge or information, or other trade secret
information of the COMPANY was used and that was developed entirely on
EXECUTIVE’s own time, and
| (i) |
that
does not relate (A) directly to the business of the COMPANY, or
(B) to the COMPANY’s actual or demonstrably anticipated research or
development, or
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| (ii) |
that
does not result from any work performed by EXECUTIVE for the
COMPANY.
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| b) |
Copyrightable
Material.
All right, title and interest in all copyrightable material that
EXECUTIVE
shall conceive or originate individually or jointly or commonly with
others, and that arise during the term of his employment with the
COMPANY
and out of the performance of his duties and responsibilities under
this
AGREEMENT, shall be the property of the COMPANY and shall be available
for
use, at no extra charge by any licensees or sub-licensee’s of COMPANY with
whom EXECUTIVE is associated. Such rights are hereby assigned by
EXECUTIVE
to the COMPANY, along with ownership of any and all copyrights in
the
copyrightable material. Upon request and without further compensation
therefore, but at no expense to EXECUTIVE, EXECUTIVE shall execute
any and
all papers and perform all other acts necessary to assist the COMPANY
to
obtain and register copyrights on such materials in any and all countries.
Where applicable, works of authorship created by EXECUTIVE for the
COMPANY
in performing his duties and responsibilities hereunder shall be
considered “works made for hire,” as defined in the U.S. Copyright
Act.
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| c) |
Know-How
and Trade Secrets.
All know-how and trade secret information conceived or originated
by
EXECUTIVE that arises during the term of his employment with the
COMPANY
and out of the performance of his duties and responsibilities hereunder
or
any related material or information shall be the property of the
COMPANY,
and
shall be available for use, at no extra charge by any licensees or
sub-licensee’s of COMPANY with whom EXECUTIVE is associated. Such
rights
therein are hereby assigned by EXECUTIVE to the
COMPANY.
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| 7. |
Termination
of Employment Under this AGREEMENT.
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The
employment of EXECUTIVE by the COMPANY pursuant to this AGREEMENT shall not
be
legally terminated except upon the occurrence of one of the following:
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a)
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At
the end of the contract,
which shall mean at the later of the expiration of the four-year
period of
employment specified in this AGREEMENT, or at such later date to
which
this term of employment has subsequently been extended, as provided
in
Section 2 above (“Term
of Employment”)
or as provided for by any action of the BOARD, whichever date may
be
later.
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b)
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At
the election of the COMPANY, for “CAUSE”
which term shall mean that the EXECUTIVE has engaged in willful misconduct
that was deliberately intended to result in substantial gain or personal
enrichment of EXECUTIVE at the expense of the COMPANY and which has
had a
substantial deleterious effect on the COMPANY. Such termination is
to be
initiated by the COMPANY which shall provide EXECUTIVE with a written
notice (the “NOTIFICATION
OF CONSIDERATION”)
of it’s intent to consider the termination of EXECUTIVE’s employment for
CAUSE, and shall follow a procedure described below, especially in
Section
9 (Effect
of Termination for CAUSE).
Such a NOTIFICATION OF CONSIDERATION shall not affect certain rights
of
the EXECUTIVE such as his right to submit a valid notification of
DEFAULT
against the COMPANY, triggering the events described in Section 8
(Events
of DEFAULT by the COMPANY).
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c)
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At
the election of EXECUTIVE upon notification of the COMPANY of an
“EVENT OF
DEFAULT”,
or
simply a DEFAULT, (as described in the next section below). In electing
to
terminate employment subsequent to a notice of DEFAULT, the EXECUTIVE
may
specify that his termination is immediate, or may specify that it
is to
occur at a time thereafter, such time to be selected by the EXECUTIVE,
or
may leave it indefinite, to be determined by the EXECUTIVE at a later
time
as is detailed in Section 10 (Remedies
on Improper Termination of EXECUTIVE or an Event of
DEFAULT.),
which also describes the remedies available to EXECUTIVE in case
of such
DEFAULT.
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d)
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At
the election of the “CEO-Consultant”
upon not less than two month’s prior written notice of termination and
specifying no DEFAULT has occurred nor will any DEFAULT be declared
if
COMPANY satisfies any remaining conditions specified by this AGREEMENT,
such as, by way of illustration and not limitation, payments of any
monies
owed to EXECUTIVE, delivery of stock certificates, or changing legends
on
stock certificates, where appropriate, if owned by EXECUTIVE, and
the
like.
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| 8. |
Events
of Default by the
COMPANY
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The
following shall each constitute an "EVENT OF DEFAULT" by the COMPANY. Each
such
DEFAULT [and especially 8.(m) and 8.(n)] is effective immediately upon delivery
of a notification of DEFAULT by EXECUTIVE unless specifically stated below
[as
is, for example, the case for 8.(b) below]:
| a) |
failure
to pay, when due, EXECUTIVE’s base salary or bonus in accordance with
Sections 4(a) or 4(b) in this
AGREEMENT;
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| b) |
the
failure of the “COMPANY” to timely pay EXECUTIVE or his designee any other
amount owing under this AGREEMENT (effective upon 10 days notice
of the
need to pay);
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| c) |
the
breach of any covenant or condition which is contained in this AGREEMENT,
and is for the benefit of the
EXECUTIVE;
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| d) |
any
attempt by COMPANY to terminate EXECUTIVE that does not follow the
procedures of Sections 9.(a) and
9.(b).
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| e) |
any
breach of the obligations of any other agreement between COMPANY
and any
company with whom EXECUTIVE is associated.
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| f) |
the
subjection of the Equipment of the COMPANY or the intellectual property
or
trade secrets of the COMPANY to any lien, security interest (other
than
the security interest created by this AGREEMENT), mortgage, levy
or
attachment not already in place on September 13,
2007;
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| g) |
any
assignment of the COMPANY for the benefit of
creditors;
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| h) |
the
admission by the COMPANY in writing of its inability to pay its debts
generally as they become due;
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| i) |
the
appointment of a receiver, trustee, or similar official for the COMPANY
or
for any of its property or assets;
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| j) |
the
filing by or against the COMPANY of a petition in bankruptcy (or
a
petition for the reorganization or liquidation of the COMPANY under
any
federal or state laws if the COMPANY is a
corporation);
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| k) |
any
other act of bankruptcy or other act or omission by the COMPANY in
furtherance of any of the above purposes;
or
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| l) |
if
the Equipment of the Company, currently on loan for the use of the
COMPANY, is, in the opinion of the EXECUTIVE, in danger of being
confiscated or attached or if said Equipment has been confiscated
or
attached, or the COMPANY prevented from using it, or if any interest
in
that Equipment which was purchased from RRE prior to 2007 by ADVAC
Incorporated (a Tirecycle licensee whose offices are in Wisconsin)
is
transferred to another entity; or
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| m) |
If
the COMPANY fires (or terminates or attempts to fire or terminate)
the
EXECUTIVE without legitimate cause or without following the procedures
specified by Section 9; or
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| n) |
If
the COMPANY defaults in honoring any requirement under Section 9
(Effect
of Termination for Cause) or in honoring the definition of CAUSE
and
procedures for establishing it in this AGREEMENT;
or
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| o) |
any
material breach of any other material terms and conditions of this
AGREEMENT by the COMPANY, not caused by EXECUTIVE, which breach is
not
described elsewhere in this list and which has not been cured by
the
COMPANY within 20 days after receipt of written notice to the COMPANY
from EXECUTIVE specifying with reasonable
detail the reasons that EXECUTIVE believes a material breach has
occurred,
including but not limited to any of the following occurrences, which
shall
be deemed to be a material breach by the COMPANY if not so
cured:
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i.
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any
material adverse change in EXECUTIVE’s position, title, or
responsibilities;
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ii.
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any
failure to nominate or elect, or maintain the right of EXECUTIVE
to serve
as Chief Operating Officer of the COMPANY while fulfilling the contract
terms of this AGREEMENT;
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iii.
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Violating
the AGREEMENT that EXECUTIVE’s
employment hereunder will be based either at the COMPANY’s corporate
headquarters, currently in the Minneapolis, Minnesota metropolitan
area,
or at his office in Pacific Palisades, California, as the EXECUTIVE
shall
choose, based upon his assessment of the requirements of his duties,
as
they may change from time to time.
(other than for normal travel in connection with EXECUTIVE’s performance
of responsibilities hereunder);
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| 9. |
Effect
of Termination for CAUSE.
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|
9.(a)
|
In
the event the COMPANY provides EXECUTIVE with a written notice (the
“NOTIFICATION
OF CONSIDERATION”)
of it’s intent to consider the termination of EXECUTIVE’s employment for
CAUSE, the COMPANY must follow the provisions listed below, in 9.(a).i
through 9.(b).ii, or such termination shall be of no force or effect.
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| 9.(a).i |
No
fewer than 40 days prior to the Termination Date, the COMPANY must
provide
EXECUTIVE with a NOTIFICATION OF CONSIDERATION indicating it’s intent to
consider the termination of EXECUTIVE’s employment for CAUSE. This
NOTIFICATION OF CONSIDERATION must include a reasonably detailed
description of the specific reasons that form the basis for such
consideration. Such written notice is to detail the specific reasons
with
sufficient precision to materially assist the EXECUTIVE in his
efforts to
both fully understand and, if possible, to remedy the alleged failure
or
problem. A minimum of 40 days are required, as specified in more
detail
below, to allow for the required steps described below, and this
process
will be interrupted if EXECUTIVE notifies COMPANY of a notice of
DEFAULT
during the process. This process, described in 9.(a) and 9.(b),
shall be
terminated if said notice of DEFAULT proves to be
valid;
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| 9.(a).ii |
On
a date not less than 19 days after the date EXECUTIVE receives the
NOTIFICATION OF CONSIDERATION, EXECUTIVE shall have the opportunity
to
appear before the BOARD, with or without legal representation, at
EXECUTIVE’s election, to ask questions of the BOARD, and to present
arguments and evidence on his own behalf;
and
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| 9.(a).iii |
If
the EXECUTIVE fails to appear before the BOARD at the date and time
specified in the NOTIFICATION OF CONSIDERATION (or as modified by
mutual
written agreement between the parties), then EXECUTIVE may be terminated
for CAUSE, but terminated no sooner than 40 days after the date of
the
Notice of Consideration, or 20 days after the scheduled appearance
by
EXECUTIVE before the BOARD, or 10 working days after the writing
specified
in Section 9.(b).i below, whichever is latest, and only if the conditions
in the remainder of this Section 9 are
met.
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| 9.(a).iv |
Following
the presentation to the BOARD, as provided in the preceding clauses
above,
the BOARD shall give a written response to the EXECUTIVE, which writing
is
designed to clearly explain the reasons for any negative decision
(to
terminate) addressing how such decision conforms to the procedures
and
requirements of sections 9.(a).i through 9.(b).ii. If no decision
to
terminate is made, then any new attempt to terminate for CAUSE shall
require that a new NOTIFICATION OF CONSIDERATION be delivered to
EXECUTIVE
and the approximately 40-day procedure restarted from the beginning,
as
based on the contents of the new NOTIFICATION OF
CONSIDERATION.
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| 9.(a).v |
If
said written response by the BOARD is to reject the arguments and
evidence, if any, presented by EXECUTIVE, then EXECUTIVE may be terminated
for CAUSE no sooner than 19 days after the delivery of the BOARD’s written
response, and if, but only if, the additional considerations in section
9.(b) have been met prior to reaching such decision and prior to
any such
termination for CAUSE taking
effect:
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| 9.(b) |
Additional
considerations:
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| 9.(b).i |
the
BOARD by the affirmative vote of a majority of its members [excluding
EXECUTIVE as a member of the BOARD, and occurring after the scheduled
appearance provided for by 9.(a).ii] must study the response of EXECUTIVE
to the NOTIFICATION
OF CONSIDERATION
and subsequently determine that CAUSE, as defined in this AGREEMENT,
exists and that EXECUTIVE’s employment should accordingly be terminated
for CAUSE. The termination for CAUSE in this way shall not be based
upon
any reason or reasons other than one or more reasons set forth in
the
NOTIFICATION
OF CONSIDERATION.
The details of this consideration shall be provided in written form
to
EXECUTIVE at least 19 days before the proposed date of termination,
and in
sufficient detail to allow consideration by EXECUTIVE of whether
the
finding may properly be disputed.
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| 9.(b).ii |
In
the event of any dispute between the COMPANY and EXECUTIVE, as to
whether
CAUSE existed for termination of EXECUTIVE’s employment, the applicable
tribunal in any arbitration or litigation shall not give any deference
to
the determination by the COMPANY as a basis for such decision, but
will
itself determine de
novo whether
CAUSE existed.
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| 9.(c) |
The
COMPANY must also fulfill the obligations listed in 9.(d) through
9.(j) or
such termination will be of no force or effect. All of the financial
obligations described below or elsewhere in this AGREEMENT shall
be
secured by a security agreement between EXECUTIVE and COMPANY executed
within seven days of the effective date of this agreement.
|
| 9.(d) |
COMPANY
shall pay to the “CEO-Consultant” the compensation and benefits otherwise
payable to him through the last day of his actual employment, and,
if the
EXECUTIVE requests it, the COMPANY also agrees that it shall fulfill
the
terms and responsibilities listed in the remainder of this
Section.
|
| 9.(e) |
If
the EXECUTIVE so demands, the COMPANY shall repurchase the fraction
requested, up to the full amount, of the $300,000 convertible note
held by
Riviera Investment Corporation, along with the interest thereon.
|
| 9.(f) |
If
the EXECUTIVE so demands, the COMPANY shall repurchase amounts, valued
up
to $500,000.00, of any other (that is, any other in addition to the
financial instrument referred to in the previous paragraph) series
of
stock, security, or other financial instrument of any kind or nature
issued by the COMPANY that has been purchased by EXECUTIVE or by
any other
entity owned or controlled by EXECUTIVE. And all of the above shall
prevail in this instance notwithstanding any other agreement or statement
that the holders of any such stock or instrument shall have no right
to
have the Corporation redeem such shares or other instrument.
|
| 9.(g) |
The
EXECUTIVE shall designate the kinds and amounts of such financial
instruments to be repurchased by the COMPANY. These repurchases shall
be
at the same prices for which these instruments were purchased plus
the
interest specified in any preferred stock or any bridge loan or any
kind
of convertible debenture or other interest-bearing instrument involved,
and in the case of any exchanges between different kinds of the financial
instruments of the COMPANY, shall be based upon the terms of said
exchange, if agreed to by both COMPANT and EXECUTIVE, or if such
agreement
is not obtained, shall be evaluated by an appraiser selected by EXECUTIVE
with the approval of COMPANY, which approval shall not be unreasonably
withheld or delayed. The charge to said appraiser shall be to determine
a
price for such exchanged financial instrument that is as near as
possible
to the amount originally paid by EXECUTIVE, independent of any increase
or
decrease in the value of the COMPANY, for the financial instrument(s)
exchanged for it. It is agreed that this requirement shall prevail,
notwithstanding any other conflicting agreement or statement in any
other
Company documentation, such as, by way of illustration rather than
limitation, statements that holders of any such stock or security
do not
have a right to require the Company to redeem such shares or other
financial instrument.
|
| 9.(h) |
This
aggregate of debt to EXECUTIVE is not only secured as specified above,
but
shall be considered as the most senior debt possible, under the law,
in
any reorganization of the COMPANY, or bankruptcy, under either Chapter
11
or Chapter 7, or by any other means, if such
occurs.
|
| 10. |
Remedies
on Improper Termination of EXECUTIVE or an Event of
Default.
|
| 10.(a) |
On
the occurrence of any initiation of procedures for Termination for
CAUSE,
if there exists any basis for declaring the COMPANY to be in
DEFAULT
the EXECUTIVE may deliver to COMPANY a written notice of DEFAULT
setting
out the reason for declaring DEFAULT, whereupon the Company shall
immediately be liable to the EXECUTIVE for the remedies listed in
sections
10.(c) through 10.(j) below.
|
| 10.(b) |
On
the occurrence of any event of DEFAULT
(not involving an attempt by the COMPANY to TERMINATE EXECUTIVE as
described in 11.(a) above), then EXECUTIVE may deliver to COMPANY
a
written notice of default, setting out the reason for declaring DEFAULT,
whereupon the COMPANY shall immediately be liable to the EXECUTIVE
for the
remedies listed in 10.(c) through 10.(j) below, and the procedure
described in 9.(a) and 9.(b) shall be stayed until the DEFAULTS are
cured
under the terms of this AGREEMENT, especially this Section
10.
|
| 10.(c) |
On
the occurrence of COMPANY providing EXECUTIVE with written notice
(“NOTICE
OF CONSIDERATION”)
of its intent to consider the termination of EXECUTIVE’s employment for
CAUSE, EXECUTIVE’s right to declare the COMPANY to be in DEFAULT
IS
unimpaired, and continues up to the actual time EXECUTIVE is actually
Terminated with cause, (if indeed the detailed procedure as described,
and
requiring approximately 40 days or more, should lead to that result).
If
EXECUTIVE declares the COMPANY to be in DEFAULT during the aforesaid
approximately 40-day period, then the clock shall be stopped regarding
the
progression of said approximately 40-day procedure for termination
with
CAUSE, until said DEFAULT is satisfied by COMPANY, and the declaration
of
DEFAULT, if any, shall have the same force as if no NOTICE OF
CONSIDERATION had been issued, and if COMPANY wishes to terminate
with
CAUSE it must issue a new NOTIFICATION of CONSIDERATION, which shall
take
into account said DEFAULT by the COMPANY, and which notification
shall
commence a completely new
procedure.
|
| 10.(d) |
The
EXECUTIVE may select, and designate his choice regarding termination,
among the alternatives outlined below. EXECUTIVE
may:
|
Page
7 of
12
| 10.(d).(i) |
specify
that it is his decision to terminate the AGREEMENT as a result of
said
DEFAULT, and that such termination is to take place immediately,
or
|
| 10.(d).(ii) |
specify
that it is his decision to terminate the AGREEMENT, but that this
shall
take effect at a time thereafter, such time to be specified by EXECUTIVE,
or
|
| 10.(d).(iii) |
may
specify that EXECUTIVE is leaving the date of termination indefinite,
to
be declared by EXECUTIVE at a later
time.
|
| 10.(d).(iv) |
If
option 10.(d).i is selected, then EXECUTIVE
shall be immediately due a lump sum penalty payment equal to $120,000
times the remaining years and fractional years in the EXECUTIVE’s
contract, as well as the remedies indicated in the list 10.(f) through
10.(k) below and any additional remedies to which EXECUTIVE is entitled
under any agreement with the COMPANY, at law or in
equity.
|
| 10.(d).(v) |
If
either option 10.(d).ii or 10.(d).iii is selected,
then EXECUTIVE shall be immediately due a lump sum penalty payment
equal
to $90,000 times the remaining years and fractional years in EXECUTIVE’s
contract, and EXECUTIVE shall continue the direction of the COMPANY,
with
all of the powers and prerogatives as described in Sections 2 through
4 of
this AGREEMENT, while also seeking remedies due to himself as indicated
in
the list 10.(f) through 10.(k) below. Under this circumstance, the
EXECUTIVE shall continue to have the authority, duties and
responsibilities commensurate and consistent with the CEO position
and
title as it is described in Section 3.(a) “Employment with the COMPANY”
and the additional rights and privileges as set forth in Sections
2
through 4 of this AGREEMENT, however Executive’s remuneration shall be
reduced by $60,000 per month for the period of continued direction
of the
COMPANY by the EXECUTIVE, as a partial offset to the penalty payment
described earlier in this
paragraph.
|
| 10.(e) |
On
the occurrence of any improper attempt by the COMPANY to terminate
EXECUTIVE, or any DEFAULT by the COMPANY,
in
addition to, and regardless of which option is selected under 10.(c),
the
COMPANY shall be liable to EXECUTIVE (and, in each case the amounts
owing
are secured by the SEQUENTIAL SECURITIZATION, as that term is defined
below) for all of the following items listed as 10.(f) through 10.(k)
below, including:
|
| 10.(f) |
for
the payment of all compensation owing under this AGREEMENT or any
other
agreement between the COMPANY and any other entity with whom EXECUTIVE
is
associated.
|
| 10.(g) |
for
all damages which the EXECUTIVE may sustain by reason of the COMPANY’s
DEFAULT, including, without limitation, all legal fees and other
expense
incurred by the EXECUTIVE in attempting to enforce this AGREEMENT
or in
attempting to recover damages for breach, whether such an attempt
by
EXECUTIVE is successful or not, and
|
| 10.(h) |
If
the EXECUTIVE so demands, the COMPANY shall repurchase the fraction
requested, up to the full amount, of any of the COMPANY’s kinds or series
of stock of any kind, or any options or debentures or convertible
notes of
any kind, or bridge loans, any of which may have been purchased by
EXECUTIVE or by Riviera Investments or by other investor with whom
the
EXECUTIVE is associated and has designated (the financial instruments).
The EXECUTIVE shall designate the kinds and amounts of such financial
instruments to be repurchased by the COMPANY. These repurchases shall
be
at the same prices for which these instruments were purchased plus
the
interest specified in any preferred stock or any bridge loan or any
kind
of convertible debenture or other interest-bearing instrument involved.
The COMPANY shall promptly pay this amount and receive either the
instruments themselves or, if the instruments are not readily available,
or are in face-amounts greater than the amount corresponding to the
demands, it shall be adequate for the EXECUTIVE to give an appropriate
writing, signed by EXECUTIVE, acknowledging receipt of payment and
canceling his interest in the amount of each kind of instrument thus
repurchased by COMPANY, with the canceling of the current instruments
(if
they exist) and issuance of amended instruments to be accomplished
as time
permits, with the provision that EXECUTIVE shall be able to cast
a number
of votes in any shareholders voting which, for any such instrument,
is the
larger of the number of votes before or after the transaction for
which
said amended documents are due from COMPANY. The responsibility of
the
COMPANY to repurchase any of the COMPANY’s kinds or series of stock or any
other financial instrument shall prevail in these circumstances
notwithstanding any other agreement or statement or description or
Designation of Rights and Preferences which might otherwise seem
to
indicate that the EXECUTIVE had no right to have the Company redeem
their
shares or other instrument.
|
| 10.(i) |
With
regard to these terms and responsibilities, listed in Sections
10.(e)
through 10.(g), immediate payment shall be made to EXECUTIVE, and
such
debt is and shall be secured by the be secured by the entire intellectual
property plus trade secrets, plus Trade Marks of the COMPANY [the
“IP-TS-TM”).
If the value of the IP-TS-TM is insufficient to settle such claims
by
EXECUTIVE against the COMPANY, then the remaining financial obligations
of
the COMPANY to EXECUTIVE are additionally secured by all of the
equipment
owned by the COMPANY, if any, and if that be not sufficient, then
these
financial obligations of the COMPANY are further secured by any
buildings,
land, or other assets owned by COMPANY. This aggregate of debt
to
EXECUTIVE is not only secured as specified above, by the IP-TS-TM,
followed by Equipment, followed by buildings, land and other assets
of
COMPANY (the whole being termed “SEQUENTIAL
SECURITIZATION”)
but shall be considered as the most senior debt possible, under
the law,
in any reorganization of the COMPANY, or bankruptcy, under either
Chapter
11 or Chapter 7, or by any other means, if such occurs, except,
with
regard to payment of legal fees and expenses under 10(g), payment
is due
within a period of 30 days from the time bills are presented, and
these
debts are secured in the way indicated earlier in this
paragraph.
|
Page
8 of
12
| 10.(j) |
within
a period of 30 days from the time EXECUTIVE communicates a detailed
invoice for individual xxxxxxxx for monthly legal invoices (under
10.(g) )
or from the time the EXECUTIVE conveys a written specification of
the
kinds and numbers of financial instruments for which repurchase is
demanded (Section 10), unless sooner specified in other Sections
of this
AGREEMENT, with EXECUTIVE having the right to carry out his normal
duties
and having the normal powers of CEO until the later of any date of
termination specified by EXECUTIVE in Section 10 (d) and the date
when the
entire amount of such funds for these repurchases are delivered to
EXECUTIVE or to those designated by the EXECUTIVE, and without reducing
any other remedies available to EXECUTIVE against the COMPANY, he
remains
employed, including being paid his normal consulting fee and having
his
normal position and authority, as specified in Section 3. (a), as
well as
his other rights and privileges as set forth in Sections 2 through
4 of
this AGREEMENT, until this is resolved. In addition, Executive shall
have
the right to seek injunctive relief if the aforesaid 30-day period
is
violated. Also, EXECUTIVE has the right to protect his interests
in
agreements with licensees and sub-licensees of COMPANY, such as RIVIERA,
XXXX and 2PCR, by immediately seeking injunctive relief if (A):
COMPANY in any way attempts to hinder the efforts and responsibilities
of
any SECOND RRE-IP SOURCE [a SECOND RRE-IP SOURCE is defined as either
RIVIERA, acting as a sub-licensee of the RRE Intellectual Property
under
the terms of the May 25th,
2006 agreement with RRE (or the March 22, 2007 agreement with RRE,
RIVIERA
2PCR and XXXX), or alternatively defined as 2PCR L.L.C. which RIVIERA
has
designated a sub-licensee SECOND RRE-IP SOURCE, under the terms of
the May
25th,
2006 agreement and the March 22, 2007 agreement between RRE, RIVIERA,
XXXX
and 2PCR, or any other entity which RIVIERA may sub-license this
RRE-IP
intellectual property] to provide treatments and other normal benefits,
technology and fruits of the license agreements, or if (B):
COMPANY fails to fully support the efforts of the SECOND RRE-IP SOURCE,
or
if (C):
COMPANY fails to supply treatments and other normal benefits and
fruits of
the RRE-IP as specified in the Agreement(s) to Tirecycle®
licensees.
|
| 10.(k) |
EXECUTIVE,
acting at his sole initiative, may demand that any monies owing which
are
not timely delivered, be converted to one or more “bridge loans” (or other
debentures), which are backed by the security of the IP-TS-TM, and
these
are either payable on demand or are convertible, at the choice of
EXECUTIVE to either:
|
|
10.(k).(i)
|
OPTIONS
which allow purchase, on demand, of
either:
|
| (A) |
Common
Stock at an option premium price of $0.15 and a strike price of $0.03
per
share, or
|
| (B) |
8.5%
Convertible Preferred Stock, at an option premium price of $0.21
per share
and a strike price of $0.42 per common-share equivalent, or comparable
terms in regard to any other new kind or series of stock which may
be
created by the COMPANY, all these prices intended to compute to an
option
price of $0.015 per vote or per common share (which would be yielded
after
conversion of said convertible instruments), and a strike price of
$0.03
per vote or per common share (which would be yielded after conversion
of
said convertible instruments), so that the aggregate price paid per
common
share equivalent is $0.045 if the option is not only purchased but
also
exercised at some later point in time,
or
|
| 10.(k).(ii) |
DEBENTURES
which draw interest as described below, are payable in cash on demand,
and
which are convertible on demand to OPTIONS as described in section
(i)
just previous, or
|
| 10.(k).(iii) |
Bridge
loans, which have conditions equal to or superior to the conditions
described in 10.(i) and 10.(j)
above.
|
Such
bridge loans or other debentures shall be written so that the choice of
conversion of the debenture into cash is on demand and that, similarly the
choice of conversion into one of the aforementioned securities or OPTIONS is
on
demand, at the option of the holder of the debenture, and all such bridge loans
or debentures shall carry a rate of interest 10% above prime, compounded
monthly, unless there are not sufficient amounts of any of the two classes
of
stock (common shares and shares of the 8.5% Convertible Preferred series)
available in sufficient quantity to satisfy the maximum demands for such
instruments which EXECUTIVE is allowed to make under the terms of this
AGREEMENT, in which case, if the series or amount of one or more of the kinds
of
needed stock are yet to be created in sufficient quantity to satisfy the maximum
possible demand, then the rate of interest shall be 14% above the prime rate
until such series or classes of stock are issued and held in such quantities
that conversion to such shares can be affected on demand, at which time the
rate
of interest may be reduced to 10% above prime.
| 11. |
Agreement
by the COMPANY to pay certain legal bills.
|
|
COMPANY
agrees to pay legal fees of EXECUTIVE, incurred in connection with
his
association with the COMPANY, including fees incurred in connection
with
litigation brought by Xxxxxx Xxxx and Xxxxxx Xxxxxx against EXECUTIVE,
COMPANY and others.
|
|
12.
|
COMPANY
APPROVALS.
|
|
The
COMPANY represents and warrants to EXECUTIVE that it (and to the
extent
required, the BOARD, and the CEO Compensation Committee “CCC”) has taken
all corporate action necessary to authorize this
Agreement.
|
|
13.
|
No
Mitigation.
|
|
In
no event shall EXECUTIVE be obligated to seek other employment
or take any
other action to mitigate the amounts payable to EXECUTIVE under
any of the
provisions of this AGREEMENT, nor shall the amount of any payment
hereunder be reduced by any compensation earned as a result of
EXECUTIVE’s
employment by another
employer.
|
Page
9 of
12
|
14.
|
Beneficiary.
|
|
If
EXECUTIVE dies before receiving all of the amounts payable to him
in
accordance with the terms and conditions of this AGREEMENT, such
amounts
shall be paid to the beneficiary(s) (“Beneficiary”)
designated by EXECUTIVE, in writing, to the COMPANY during his lifetime,
or if no such BENEFICIARY
is
designated, to EXECUTIVE’s estate. EXECUTIVE may change his designation of
BENEFICIARY
or
BENEFICIARIES
at
any time or from time to time without the consent of any prior
BENEFICIARY,
by submitting to the COMPANY in writing a new designation of BENEFICIARY.
The BENEFICIARY
designated at the signing of this AGREEMENT is Xxxxx X. Xxxxxx, wife
of
EXECUTIVE.
|
|
15.
|
Governing
Law, Jurisdiction and Venue.
|
This
agreement shall be governed by the laws of the State of Minnesota, without,
however giving effect to any provision of such law limiting the right of the
parties to an agreement to chose the law and venue governing any such agreement
or contract. Any action concerning this AGREEMENT, its performance or the making
thereof, shall be brought in the state or federal court in the appropriate
venue
in the State of Minnesota. The parties intend by this section to waive any
rights to contest personal jurisdiction for any action brought in the Court
that
they have chosen in this Section. [For clarity it is noted that this agreement
does not change any terms of pre-existing agreements between Riviera and RRE,
so
that, in particular the conditions as to venue and choice of law being in Los
Angeles County for the May 25th,
2006
agreement between RRE and RIVIERA, and the similar provisions, as that document
is reaffirmed in the March 22nd,
2007
agreement between RRE, RIVIERA, 2PCR and XXXX, still indicate venue and choice
of law in Los Angeles County California].
| 16. |
Severability.
|
To
the
extent that any portion of any provision of this AGREEMENT shall be invalid
or
unenforceable, it shall be considered deleted herefrom and the remainder of
such
provision and of this AGREEMENT shall be unaffected and shall continue in full
force and effect.
|
17.
|
Entire
AGREEMENT.
|
|
This
AGREEMENT, together with the exhibits, contains the entire AGREEMENT
of
the parties relating to the subject matter of this AGREEMENT and
supersedes all prior agreements and understandings with respect to
such
subject matter, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this
AGREEMENT that are not set forth
herein.
|
|
18.
|
Amendments.
|
|
No
amendment or modification of this AGREEMENT shall be deemed effective
unless made in writing and signed by the parties
hereto.
|
|
19.
|
No
Waiver.
|
|
No
term or condition of this AGREEMENT shall be deemed to have been
waived,
except by a statement in writing signed by the party against whom
enforcement of the waiver is sought. Any written waiver shall not
be
deemed a continuing waiver unless specifically stated, shall operate
only
as to the specific term or condition waived and, unless stated otherwise
in the waiver, shall not constitute a waiver of such term or condition
for
the future or as to any act other than that specifically
waived.
|
|
20.
|
Assignment.
|
|
This
AGREEMENT shall not be assignable, in whole or in party, by either
party
without the written consent of the other party. In the event of a
Bankruptcy by COMPANY, Executive is relieved of any and all obligation
to
teach or otherwise communicate any intellectual property or trade
secret,
of any kind, to any person, company or other entity, which acquires
any
asset or part of COMPANY (including any part of the intellectual
property
or trade secrets) out of such a Bankruptcy.
|
|
21.
|
Separate
Representation.
|
|
EXECUTIVE
hereby acknowledges that he has sought and received independent advice
from counsel of EXECUTIVE’s own selection in connection with this
AGREEMENT and has not relied to any extent on any director, officer,
or
stockholder of, or counsel to, the COMPANY in deciding to enter into
this
AGREEMENT. The COMPANY shall promptly reimburse EXECUTIVE for reasonable
attorneys’ fees and costs incurred by EXECUTIVE in obtaining legal advice
in connection with the negotiation and execution of this AGREEMENT
upon
receipt by the COMPANY of appropriate documentation of such fees
and
costs.
|
| 22. |
Savings
Clause.
|
If
any
provision of this Agreement shall be found invalid or unenforceable, in whole
or
in part, by a court of competent jurisdiction, then such provision shall be
deemed to be modified or restricted to the extent and in the manner necessary
to
render the same valid and enforceable
|
23.
|
Notices.
|
|
Any
notice hereunder shall be in writing and if to EXECUTIVE, shall be
deemed
to have been duly given if delivered by hand, sent by reliable next-day
courier (which specifically includes FedEx, UPS, or US Mail next
day
service, or other established commercial carrier, in which case,
if the
tracking records of the carrier show delivery has been signed for
by an
adult, delivery is deemed effective), or sent by registered or certified
mail, return receipt requested, postage prepaid, to the party to
receive
such notice, except that, in the case of the EXECUTIVE, the COMPANY
agrees
to also send three copies as indicated below at the same time any
copies
are sent by any of the other methods indicated above. Copies are
to be
addressed as follows:
|
Page
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12
If
to EXECUTIVE:
In
addition to any copy sent by one of the other methods mentioned above, send
one
of three extra copies by overnight mail to:
Xxxxxxx
Xxxxxx
0000
Xxxxxxxx Xxxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxxx,
00000
Send
the
second copy via e-mail to “Xxxxxxx Xxxxxx” Xxxxxx@xxxxxxxxx.xxx
Send
the
third copy by FAX to Xxxxxxx Xxxxxx at 0-000-000-0000.
If
to the COMPANY:
Send
one
copy to the COMPANY, addressed as indicated below (Attention: Chairman of the
Board of directors), however proof of delivery (sufficient to perfect delivery
to the COMPANY) shall be established as stated below: in addition to the copy
addressed to the COMPANY at it’s 0000 Xxxx Xxxxxx Address, copies shall be sent
to each of the members of the BOARD, at their then-current email and FAX
addresses or delivered to their designated personal addresses (which see below)
by overnight mail or parcel delivery. To
perfect delivery to the COMPANY, it shall be sufficient
that the
notice be successfully delivered to at least two of the other members of the
Board of Directors (so long as the BOARD consists of 4 or more members, or
to
one of the other members of the BOARD {excluding EXECUTIVE} if the membership
of
the BOARD is less than 4, or to the highest ranking other employee of the
COMPANY if EXECUTIVE should be the sole remaining member of the Board of
Directors). Such notices may be transmitted by e-mail or by FAX, in which case
proof of delivery can be verified either by phone or by reply to EXECUTIVE
from
the recipient acknowledging receipt, or they may be sent by reliable next-day
courier (which specifically includes FedEx, UPS, or US Mail next day service,
or
other established commercial carrier, in which cases, if the tracking records
of
the carrier show delivery has been signed for, this shall serve as adequate
proof of delivery, whether signed for by the addressee or by another adult).
In
the case of sending by next-day courier to Xxxxxxx Xxxxxx, the documents shall
be sent without requiring a signature and proof of delivery shall be deemed
effective if obtained by Xx. Xxxxxx FAXing a signed notice acknowledging
receipt, OR if copies are also sent to Xx. Xxxxxx by FAX and email, even if
no
acknowledgement of receipt is received.
| Send one copy to |
0000
Xxxx
Xxxxxx Xxxxxxxxx
XXXXXXXXXXX,
XXXXXXXXX 00000
Attention:
Chairman of the Board of Directors
If
to members of the Board of Directors:
(a)
Xxxxxxx Xxxxxx, email to: "Xxxxxxx Xxxxxx" xxxxxxxxx@xxxxxxxx.xxx , FAX:
0-000-000-0000.
Address:
Xxxxxxx
Xxxxxx
0000
X.
Xxxxxx Xxxxxx
Xxxxxxxxx
XX 00000-0000
(b)
Xxxxxxx Xxxxxx (see above under “EXECUTIVE”)
(c)
Xxxx
Xxxxx, email to "Xxxx X. Xxxxx" XxxxxxXxxxxxxx@xxxxxxx.xxx, "Xxxx Xxxxx"
xxxxxxxxxx@xxxxxxx.xxx, FAX 0-000-000-0000 or (home)
0-000-000-0000.
Xxxx
Xxxxx
0000
Xxxxxx Xxx Xxxx
Xxxxxxxxxx,
XX 00000
(d)
Xxxx
Xxxxx, email to "'Xxxxxxx Xxxxx'" <xxxxxxx@xxxxxxxxx.xxx>, "Xxxxxxx Xxxxx"
xxxxxxx-xx@xxx.xxx, FAX 0-000-000-0000
D.
Xxxxxxx Xxxxx
000
X.
Xxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Or
addressed to such other address as may have been furnished to the sender by
notice hereunder. All notices shall be deemed given on the date on which
delivered if delivered by hand or two days after the date sent if sent by
overnight courier or certified mail, or on the date delivered as shown by the
records of a established commercial carrier, except that notice of change of
address will be effective only upon receipt by the other party.
Page
11 of
12
| 24. |
Counterparts.
|
This
AGREEMENT may be executed in any number of counterparts, and such counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.
| 25. |
Captions
and Headings.
|
The
captions and paragraph headings used in this AGREEMENT are for convenience
of
reference only and shall not affect the construction or interpretation of this
AGREEMENT or any of the provisions hereof.
IN
WITNESS WHEREOF, EXECUTIVE and the COMPANY have executed this AGREEMENT as
of
the date set forth in the first paragraph.
Rubber
Research Elastomerics, Inc.
By:
/s/
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
It’s
Chairman
of the Board of Directors
By:
/s/
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
It’s
Chief
Executive Officer
Page
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