EMPLOYMENT AGREEMENT
Exhibit 10.T
AGREEMENT, dated the 14th day of June 2005 between SafeNet, Inc., a Delaware corporation (the
“Company”) with offices at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX and Xxxxx Xxxxx (the “Executive”).
WITNESSETH:
WHEREAS, the Company and the Executive wish to enter into an employment and compensation
arrangement on the following terms and conditions;
1. Employment. Subject to the terms and conditions of this Agreement, the Company agrees
to employ the Executive as its Senior Vice President and General Manager of the Enterprise Security
Division during the Employment Period (as defined below) and to perform such acts and duties and
furnish such services to the Company and its affiliates and related parties as the Company’s
President shall from time to time direct. The Executive hereby accepts such employment and agrees
to devote his full time and best efforts to the duties provided, that the Executive may engage in
other business activities which (i) involve no conflict of interest with the interest of the
Company (subject to approval by the Board of Directors, which approval shall not be unreasonably
withheld) and (ii) do not materially interfere with the performance by the Executive of his duties
under this Agreement.
2. Compensation. For services rendered to the Company during the term of this Agreement,
the Company shall compensate the Executive with an initial salary, payable in bi-weekly
installments, of Two Hundred Thirty-Five Thousand Dollars ($250,000) per annum. Such salary shall
be effective as of July 1, 2005 and shall be reviewed on an annual basis.
3. Incentive Compensation.
(a) The Executive shall also be entitled to annual incentive cash compensation of no less than
eighty percent (80%) of the applicable base salary if the Enterprise Security Division’s business
objectives and any other annual objectives specified by the President are achieved. The nature and
extent of such incentive compensation shall be determined by the President and paid to the
Executive no later than ninety (90) days following the end of the Company’s fiscal year. The
President shall have discretion to consider any factors it considers relevant with respect to the
Executive’s bonus, and may adjust such bonus accordingly.
(b) Additional awards of long term incentive compensation, which may include cash, stock or
stock options, or other equivalent long term incentive compensation, may be awarded annually as
approved by the Compensation Committee. The President shall recommend annually to the Compensation
Committee that such additional long term incentive compensation shall total no less than two
hundred fifty percent (250%) of the applicable base salary if the Enterprise Security Division’s
business objectives and any other annual objectives specified by the President are achieved.
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4. Benefits. During the Employment Period, the Company shall provide or cause to be
provided to the Executive such employee benefits as are provided to other executive officers of the
Company, including family medical and dental, disability and life insurance, and participation in
pension and retirement plans, incentive compensation plans, stock option plans and other benefit
plans. During the Employment Period, the Company may provide or cause to be provided to the
Executive such additional benefits as the Company may deem appropriate from time to time.
5. Vacation. The Executive shall be entitled to annual vacations in accordance with the
Company’s vacation policies in effect from time to time for executive officers of the Company.
6. Term; Employment Period. The “Employment Period” shall commence on the date of this
Agreement and shall terminate three (3) years thereafter, unless extended by written agreement
between parties or unless earlier terminated pursuant to Section 7. If the Executive shall remain
in the fulltime employ of the Company beyond the Employment Period without any written agreement
between the parties, this Agreement shall be deemed to continue on a month to month basis and
either party shall have the right to terminate this Agreement at the end of any ensuing calendar
month on written notice of at least 30 days.
7. Termination.
a. Executive’s employment with the Company shall be “at will.” Either the Company or the
Executive may terminate this Agreement and Executive’s employment at any time, with or without
Cause or Good Reason (as such terms are defined below), in its or his sole discretion, upon thirty
(30) days’ prior written notice of termination.
b. Without limiting the foregoing Section 7.a., (i) the Executive may terminate his employment
with the Company at any time for Good Reason, or (ii) the Company may terminate his employment at
any time for Cause. “Good Reason” shall mean death, Disability (as defined below) or a termination
of employment as a result of a substantial diminution in the Executive’s status and/or
responsibilities (provided that a change in title or reporting structure shall not by itself
constitute such a diminution), or base salary below that specified in Section 2 hereof. “Cause”
shall mean (i) the Executive’s willful, repeated or neglectful failure to perform his duties
hereunder or to comply with any reasonable or proper direction given by or on behalf of the
Company’s President following ten (10) days written notice to such effect; (ii) the Executive
being guilty of serious misconduct on the Company’s premises or elsewhere, whether during the
performance of his duties or not, which may cause damage to the reputation of the Company or to
prejudice its interests if the Executive were to continue to be employed by the Company; (iv) the
Executive’s commission of any act of fraud, theft or dishonesty, or any intentional tort against
the Company; or (v) the Executive’s violation of any of the material terms, covenants,
representations or warranties contained in this Agreement.
c. “Disability” shall mean that the Executive, in the good faith determination of the
President of the Company, is unable to render services of the character contemplated hereby and
that such inability (i) may be expected to be permanent, or (ii) may be expected to continue for a
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period of at least three (3) consecutive months (or for shorter periods totaling more than six
(6) months during any period of twelve (12) consecutive months). Termination resulting from
Disability may only be effected after at least thirty (30) days written notice by the Company of
its intention to terminate the Executive’s employment.
d. “Termination Date” shall mean (i) if this Agreement is terminated on account of death, the
date of death; (ii) if this Agreement is terminated for Disability, the date established by the
Company pursuant to Section 7.c. hereof; (iii) if this Agreement is terminated by the Executive,
the date the Executive ceases work; or (v) if this Agreement expires by its terms, the last day of
the term of this Agreement.
8. Severance.
a. If (i) the Company terminates the employment of the Executive against his will and without
Cause, or (ii) the Executive terminates his employment for a Good Reason, the Executive shall be
entitled to receive salary, target incentive compensation and vacation accrued through the
Termination Date plus the lesser of (i) $250,000 or (ii) the balance of the Executives compensation
hereunder to the end of the term of this Agreement computed using the latest applicable salary
rate. The Company shall make such termination payment within 30 days of such termination.
Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for any
period following the Termination Date if the Executive violates the provisions of Section 14,
Section 15 or Section 16 of this Agreement. In such event, the Company shall provide written
notice to the Executive detailing such violation.
b. If the Executive is terminated by the Company for Cause, then the Executive shall be
entitled to receive salary and accrued vacation through the Termination Date only.
c. In addition to the provisions of Section 8(a), 8(b) and 8(c) hereof, to the extent COBRA
shall be applicable to the Company or as provided by lay, the Executive shall be entitled to
continuation of group health plan benefits for a period of one (1) year following the Termination
Date if the Executive makes the appropriate conversion and payments.
d. The Executive acknowledges that, upon termination of his employment, he is entitled to no
other compensation severance or other benefits other than those specifically set forth in this
Agreement or any applicable Stock Option Agreement.
9. Expenses. The Company shall pay or reimburse the Executive for all expenses normally
reimbursed by the Company, reasonably incurred by him in furtherance of his duties hereunder an
authorized and approved by the Company in compliance with such rules relating there to as the
Company may, from time to time, adopt and as may be required in order to permit such payments as
proper deductions to the Company under the Internal Revenue Code of 1986, as amended, and the rule
and regulations adopted pursuant thereto now or hereafter in effect.
10. Facilities and Services. The Company shall furnish the Executive with office space,
secretarial, support staff and such other facilities and services as shall be reasonably necessary
for the performance of his duties under this Agreement.
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11. Mitigation Not Required. In the event this Agreement is terminated, the Executive
shall not be required to mitigate amounts payable pursuant hereto by seeking other employment or
otherwise. The Executive’s acceptance of any such other employment shall not diminish or impair
the amounts payable to the Executive pursuant hereto.
12. Place of Performance. The Executive shall perform his duties primarily in Belcamp,
Maryland or locations within a reasonable proximity thereof, except for reasonable travel as the
performance of Executive’s duties may require.
13. Insurance and Indemnity. During the Employment Period, if available at reasonable
costs, the Company shall maintain, at its expense, officers and directors fiduciary liability
insurance covering the Executive and all other executive officers and directors in an amount of no
less than $1,000,000. The Company shall also indemnify the Executive, to the fullest extent
permitted by law, from any liability asserted against or incurred by the Executive by reason of the
fact that the Executive is or was an officer or director of the Company or any affiliate or related
party or is or was serving in any capacity at the request of the Company for any other corporation,
partnership, joint venture, trust, employment benefit plan or other enterprise. This indemnity
shall survive termination of this agreement.
14. Noncompetition.
a. The Executive agrees that, except in accordance with his duties under this Agreement on
behalf of the Company, he will not during this Agreement participate in, be employed in any
capacity by, serve as director, consultant, agent or representative for, or have any interest,
directly or indirectly, in any enterprise which is engaged in the business of distributing, selling
or otherwise trading in products or services which are competitive to any products or services
distributed, sold or otherwise traded in by the Company or any of its subsidiaries during the term
of the Executive’s employment with the Company, or which are competitive to any products or
services being actively developed, with the bona fide intent to market same, by the Company or any
of its subsidiaries during the term of the Executive’s employment with the Company. In addition,
the Executive agrees that for a period of two years after the end of the term of this Agreement
(unless this Agreement is terminated due to a breach of terms hereof by the Company in failing to
pay to the Executive all sums due him under the terms hereof, in which event the following shall be
inapplicable), the Executive shall observe the covenants set forth in this Section 15 and shall not
own, either directly or indirectly or through or in conjunction with one or more members of his or
his spouse’s family or through any trust or other contractual arrangement, a greater than five
percent (5%) interest in, or otherwise control either directly or indirectly, any partnership,
corporation, or other entity which distributes, sells, or otherwise trades in computer network
security products or other products which are competitive to any products or services being
developed, distributed, sold, or otherwise traded in by the Company or any of its subsidiaries,
during the term of this Agreement, or being actively developed by the Company or any of its
subsidiaries during the term of this Agreement with the Company with a bona fide intent to market
same. Executive further agrees, for such two-year period following termination to refrain from
directly or indirectly soliciting Company’s vendors, customers or employees.
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b. The Executive hereby agrees that damages and any other remedy available at law would be
inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the
terms of this Section 14 by the Executive, and the Executive therefore agrees that the Company, in
addition to recovering on any claim for damages or obtaining any other remedy available at law,
also may enforce the terms of the this Section 14 by injunction or specific performance, an may
obtain any other appropriate remedy available in equity.
15. Assignment of Patents. Executive shall disclose fully to the Company any and all
discoveries he shall make and any and all ideas, concepts or inventions which he shall conceive or
make during his period of employment, or during the period of six months after his employment shall
terminate, which are in whole or in part the result of his work with the Company. Such disclosure
is to be made promptly after each discovery or conception, and the discovery, idea concept or
invention will become and remain the property of the Company, whether or not patent applications
are filed thereon. Upon request and at the expense of the Company, the Executive shall make
application through the patent solicitors of the Company for letters patent of the United States
and any and all other countries at the discretion of the company on such discoveries, ideas and
inventions, and to assign all such applications to the Company, or at its order, forthwith, without
additional payment by the Company during his period of employment and for reasonable compensation
for time actually spent by the Executive at such work at the request of the Company after the
termination of the employment. She is to give the Company, its attorneys and solicitors, all
reasonable assistance in preparing and prosecuting such applications and, on request of the
Company, to execute all papers and do all things that may be reasonably necessary to protect the
right of the Company and vest in it or its assigns the discoveries, ideas or inventions,
applications and letters patent herein contemplated. Such cooperation shall also include all
actions reasonably necessary to aid the Company in the defense of its rights in the event of
litigation.
16. Trade Secrets.
a. In the course of the term of this Agreement, it is anticipated that the Executive shall
have access to secret or confidential technical and commercial information, records, data
specifications, systems, methods, plans, policies, inventions, material and other knowledge
(“Confidential Material”) owned by the Company and its subsidiaries. The Executive recognizes and
acknowledges that included within the Confidential Material are the Company’s confidential
commercial information, technology, methods of manufacture, designs, and any computer programs,
source codes, object codes, executable codes and related materials, all as they may exist from time
to time, and that they are valuable special and unique aspects of the Company’s business. All such
Confidential Material shall be and remain the property of the Company. Except as required by his
duties to the Company, the Executive shall not, directly or indirectly, either during the term of
his employment or at any time thereafter, disclose or disseminate to anyone or make use of, for any
purpose whatsoever, any Confidential Material. Upon termination of his employment, the Executive
shall promptly deliver to the Company all Confidential Material (including all copies thereof,
whether prepared by the Executive or others) that is in the possession or under the control of the
Executive. The Executive shall not be deemed to have breached this Section if the Executive shall
be specifically compelled by lawful order of any judicial, legislative, or administrative authority or body to disclose any confidential
material or else face civil or criminal penalty or sanction.
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b. The Executive hereby agrees that damages and any other remedy available at law would be
inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the
terms of this Section by the Executive, and the Executive therefore agrees that the Company, in
addition to recovering on any claim for damages or obtaining any other remedy available at law,
also may enforce the terms of this Section by injunction or specific performance, and my obtain any
other appropriate remedy available in equity.
17. Payment and Other Provisions After Change of Control.
a. In the event the Executive’s employment with the Company is terminated within one year
following the occurrence of a Change of Control (other than as a consequence of death or
disability) either (x) by the Company for any reason other than for Cause, or (y) by Executive for
Good Reason, then the Executive shall be entitled to receive from the Company, in lieu of the
severance payment otherwise payable pursuant to Section 8.a., the following:
(i) Base Salary: A lump sum equal to Executive’s annual base salary as in effect at the date
of termination, multiplied by three, shall be paid on the date of termination;
(ii) Target Incentive Compensation: The amount of the Executive’s target incentive
compensation under the applicable Executive Bonus Plan for the fiscal year in which the date of
termination occurs, multiplied by three, shall be paid on the date of termination; and
(iii) Other Benefits: Notwithstanding the vesting period provided for in the Company’s Stock
Option Plan and any related stock option agreements between the Company and the Executive for stock
options granted Executive by the Company all of the options shall be fully vested and exercisable
upon a Change of Control and termination of employment.
b. For purpose of this Agreement, the term “Change of Control” shall mean:
(i) The acquisition, other than from the Company, by any individual, entity or group (within
the meaning of Rule 13d-3 promulgated under the Exchange Act or any successor provision) (any of
the foregoing described in this Paragraph 18.b.i hereafter a “Person”) of 50% or more either (a)
the then outstanding shares of Capital Stock of the Company (the “Outstanding Capital Stock”) or
(b) the combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Voting Securities”), provided, however, that any
acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any or its subsidiaries or (y) any Person that is
eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G
with respect to its beneficial ownership of Voting Securities, whether or not such Person shall
have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule
13D with respect to beneficial ownership of 50% or more of the Voting Securities or (z) any
corporation with respect to which, following such acquisition, more than 60% of, respectively, the
then outstanding shares
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of common stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting
Securities immediately prior to such acquisition in substantially the same portion as their
ownership, immediately prior to such acquisition, of the Outstanding Capital Stock and Voting
Securities, as the case may be, shall not constitute a Change of Control; or
(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided that any individual
becoming a director subsequent to the date of hereof whose election or nomination for election by
the Company’s shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election contest relating to the election of
the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any
successor section, promulgated under the Exchange Act); or
(iii) Approval by shareholders of the Company of a reorganization, merger or consolidation (a
“Business Combination”), in each case, with respect to which all or substantially all holders of
the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combination
do not, following such Business Combination, beneficially own, directly or indirectly, more than
60% of, respectively, the then outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from the Business Combination; or
(iv) (a) a complete liquidation or dissolution of the Company or (b) a sale or other
disposition of al or substantially all of the assets of the Company other than to a corporation
with respect to which, following such sale or disposition, more than 60% of respectively, the then
outstanding voting securities entitled to vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting
Securities immediately prior to such sale or disposition in substantially the same proportion as
their ownership of the Outstanding Stock and Voting Securities, as the case may be, immediately
prior to such sale or disposition.
c. The following shall apply in the event of any payment or distribution from the Company to
the Executive under Section 8 or this Section.
(i) Excise Tax. If any payment or distribution by the Company to the Executive or for
the Executive’s benefit, or the acceleration of the time of any payment or distribution or vesting
of any deferred compensation, stock option, restricted stock or other equity grant whether pursuant
to the terms of this Agreement or otherwise, (a “Payment”) constitutes a parachute payment within
the meaning of Section 280G(b)(2) of the Internal
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Revenue Code of 1986, as amended, (“Code”) and is subject to the excise tax imposed by Section
4999 of the Code or any interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax together with any such interest and penalties are hereinafter
collectively referred to as the “Excise Tax”), the Company will make an additional payment (a
“Gross-Up Payment”) to the Executive in an amount such that, after payment by the Executive of all
taxes (including, any interest or penalties imposed with respect to such taxes) including, without
limitation, any federal, state or local income and employment taxes and the Excise Tax imposed upon
the Gross-Up Payment, the Executive will retain an amount of the Gross-Up Payment equal to the
Excise Tax imposed on the Payment.
(ii) Determination of Gross Up Payment. Subject to the provisions of paragraph (iii)
below, all determinations under this Section 18(c), including whether a Gross-Up Payment is
required and the amount of the Gross-Up Payment, will be made by a national certified public
accounting firm (the “Accounting Firm”) selected by the Company. The Accounting Firm shall provide
detailed supporting calculations to both the Executive and the Company within fifteen (15) days
after the later of the date of the Change in Control (or any other change in ownership or effective
control of the Company that triggers application of the Excise Tax) or the date of the termination
of employment of the Executive with the Company. All fees and expenses of the Accounting Firm will
be borne solely by the Company. For purposes of determining the amount of the Gross-Up Payment,
the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate
of federal income taxation for the calendar year in which the Gross-Up Payment is to be made and to
pay any applicable state and local income taxes at the highest applicable marginal rate of taxation
for the calendar year in which the Gross-Up Payment is to be made, net of the actual reduction in
federal income taxes which is reasonably expected to result from the deduction of such state or
local taxes if paid in such year (determined, however, with regard to limitations on deductions
based upon the amount of the Executive’s adjusted gross income). The initial Gross-Up Payment
determined pursuant to this paragraph (ii) will be paid to the Executive by the Company within five
(5) days after it receives the Accounting Firm’s determination. If the Accounting Firm determines
that no Excise Tax is payable by the Executive, it will furnish the Executive with a written
opinion that failure to report the Excise Tax on Executive’s applicable federal tax return will not
result in the imposition of a negligence or similar penalty. Any determination by the Accounting
Firm will be binding on both the Executive and the Company. Notwithstanding the foregoing, as a
result of uncertainty in applying Section 4999 of the Code, it is possible that the Company will
not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the
Company exhausts its remedies pursuant to paragraph (iii) hereof and the Executive is thereafter
required to pay any Excise Tax, the Accounting Firm will determine the amount of the Underpayment,
inform the Executive and the Company in writing of the Underpayment, and, within five (5) days of
receiving such written report, the Company will pay the amount of such Underpayment to the
Executive.
(iii) Notice and Payment of Excise Tax. The Executive must notify the Company in
writing of any claim by the Internal Revenue Service that if successful, would require the payment
by the Company of the Gross-Up Payment. The Executive must give such notification as soon as
practicable but not later than fifteen (15) days after the Executive is informed in writing of such
claim and the notification must apprise the Company of the nature of
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such claim and the date on which such claim is required to be paid. The Executive agrees to
not pay such claim before the expiration of thirty (30) days following the date on which the
Executive give such notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such is due). If the Company notifies the Executive in writing
before the expiration of such 30-day period that it desires to contest such claim, the Executive
must (1) give the Company any information reasonably requested by the Company relating to such
claim, and (2) take such action in connection with contesting such claim as the Company reasonably
requests in writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney selected by the Company; provided,
however, that the Company will directly pay all costs and expenses (including additional interest
and penalties) incurred in connection with such contest and will indemnify and hold the Executive
harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result
of such representation and payment of costs and expenses. The Company will control all proceedings
in connection with such contest and may, at its sole option, either direct the Executive to pay the
tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any appropriate administrative
tribunal or court, as the Company may determine; provided, that if the Company directs the
Executive to pay such claim and xxx for a refund, the Company will advance to the Executive the
amount of such payment, on an interest-free basis, and will indemnify and hold the Executive
harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with
respect to such advance. The Company’s control of the contest will be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder, and the Executive will be entitled
to settle or contest any other issue.
(iv) Refund of Excise Tax. If, after the Executive receives an advance by the Company
pursuant to paragraph (iii) hereof, the Executive becomes entitled to receive a refund claimed
pursuant to such paragraph (iii), the Executive will (subject to the Company’s complying with the
requirements of such paragraph (iii)) promptly pay to the Company the amount of such refund
(together with any interest thereon, after taxes applicable thereto). If, after the Executive
receives an amount advanced by the Company pursuant to paragraph (iii) hereof, a determination is
made that the Executive will not be entitled to any refund claimed pursuant to such paragraph
(iii), and the Company does not notify the Executive in writing of its intent to contest such
denial or refund before the expiration of thirty (30) days after such determination, the Executive
will not be required to repay such advance, and the amount of such advance shall offset, to the
extent thereof, the amount of the required Gross-Up Payment.
18. Notices. Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing and if sent by registered or certified mail, return receipt requested to
his residence in the case of the Executive, or to its principal office in the case of the Company,
or to such other addresses as they may respectively designate in writing.
19. Entire Agreement; Waiver. This Agreement contains the entire understanding of the
parties with respect to the employment relationship between Company and the Executive, and
supercedes any prior agreements relating to such relationship, including any Change of Control
Agreement, and may not be changed orally but only by an agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification or discharge is sought.
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Waiver of or failure to exercise any rights provided by this Agreement in any respect shall not be
deemed a waiver of any further or future rights.
20. Binding Effect; Assignment. The rights and obligations of this Agreement shall bind
and inure to benefit of any successor of the Company by reorganization, merger or consolidation, or
any assignee of all or substantially all of the Company’s business or properties. The Executive’s
rights hereunder are personal to and shall not be transferable nor assignable by the Executive.
21. Headings. The headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
22. Governing Law; Arbitration. This Agreement shall be construed in accordance with and
governed for all purposes by the laws and public policy of the State of Delaware applicable to
contracts executed and to wholly performed within such state. Any dispute or controversy arising
out of or relating to this Agreement shall be settled by arbitration in accordance with the rules
of the American Arbitration Association and judgment upon the award may be entered in any court
having jurisdiction thereover. The arbitration shall be held in Wilimington, Delaware or in such
other place as the parties hereto may agree.
23. Further Assurances. Each of the parties agrees to execute, acknowledge, deliver and
perform, and cause to be executed, acknowledged, delivered and performed, at any time and from time
to time, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney
and/or assurances as may be necessary or proper to carry out the provisions or intent of this
Agreement.
24. Severability. The parties agree that if any one or more of the terms, provisions,
covenants or restrictions of this Agreement shall be determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restriction of this Agreement shall be in full force and effect and shall in no way
be affected, impaired or invalidated.
25. Counterparts. This Agreements maybe executed in several counterparts, each of which
shall be deemed to be and original, but all of which together will constitute on and the same
Agreement.
IN WITNESS WHEREOF, SAFENET, INC. has caused this instrument to be signed by a duly authorized
officer and the Executive has hereunto set his hand the day and year first above written.
SAFENET, INC.
By_____________________________________________________ |
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Name: |
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Title: |
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Xxxxx Xxxxx |
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