XXXXXXX X. XXXXXX
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of the ___ day of
_________, 1997 between Sybra, Inc. (the "Company"), a Michigan corporation,
with offices at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000-0000 and
Xxxxxxx X. Xxxxxx, an individual residing at 0000 Xxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000 (the "Executive").
RECITALS
WHEREAS, I.C.H. Corporation ("ICH") is purchasing all of the
outstanding capital stock of the Company from Valcor, Inc. pursuant to the Stock
Purchase Agreement dated February 7, 1997 (the "Stock Purchase Agreement")
effective on the date of the closing of the transactions contemplated by the
Stock Purchase Agreement (the "Closing Date"); and
WHEREAS, the Executive has served as a key executive of the Company
and, through such service, has acquired special and unique knowledge, abilities
and expertise; and
WHEREAS, the Company desires to continue to employ the Executive as its
Chief Executive Officer after the Closing Date, and the Executive desires to be
employed by the Company, pursuant to the terms set forth herein.
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto, each intending to be legally bound hereby,
agree as follows:
1. Employment. The Company hereby agrees to employ the Executive as
Chief Executive Officer of the Company, and the Executive accepts such
employment for the term of employment specified in Section 3 below (the
"Employment Term"). During the Employment Term, the Executive shall, subject to
the direction of the Board of Directors of the Company and the Board of
Directors of ICH, render such services to the Company as are customarily
rendered by the Chief Executive Officer and perform such other duties befitting
the office of Chief Executive Officer of the Company. On the Closing Date, the
Executive shall be named a Director on the Board of Directors of ICH.
2. Performance. The Executive agrees to devote his best efforts and
substantially all of his business time to the performance of his duties
hereunder during the Employment Term, except for: (a) time spent in managing his
personal, financial, and legal affairs and serving on corporate (subject to the
written consent of the Company which shall not be unreasonably withheld), civic
or charitable boards or committees, in each case only if and to the extent such
activities do not interfere with
the performance of Executive's responsibilities, and (b) periods of vacation to
which he is entitled. Executive's service on the corporate boards or committees
set forth in Exhibit A, attached hereto, is hereby deemed to be consented to by
the Company.
3. Employment Term. The Employment Term shall begin on the date of this
Agreement, _____________ __, 1997 and continue until the second anniversary of
the date of this Agreement, _____________ __, 1999 unless terminated sooner
pursuant to the provisions of this Agreement. On the first anniversary of the
date of this Agreement (the "Renewal Date"), the term of this Agreement shall be
extended for a period of one (1) year unless either the Executive or the Company
elects not to renew this Agreement by providing written notice to the other
party on or within five (5) business days prior to the Renewal Date with such
notice deemed to be given on the Renewal Date. In the event the Company elects
not to renew this Agreement, the Executive shall be deemed to be terminated
without Cause (as defined in Section 8(c)) as of the applicable Renewal Date and
in the event the Executive elects not to renew this Agreement, the Executive
shall be deemed to have Voluntarily Quit (as defined in Section 8(d)) as of the
Renewal Date. In the event this Agreement is extended as of the Renewal Date,
commencing with the day immediately following the Renewal Date and thereafter,
this Agreement shall be extended for one day each day until a termination occurs
pursuant to the provisions of Section 8 hereof, whereupon all extensions shall
end.
4. Compensation.
(a) Salary. During the Employment Term, the Company shall pay the
Executive an annual base salary of two hundred thousand dollars ($200,000),
payable in accordance with the normal payroll practices of the Company which
amount may be increased, but not decreased, as the Board of Directors of the
Company may determine.
(b) Bonus. Executive shall be entitled to an annual bonus in the
event certain performance targets are met. The bonus shall be determined based
on Actual EBITDA (as defined below) as a percentage of Target EBITDA (as defined
below). If Actual EBITDA is equal to one hundred percent (100%) of Target
EBITDA, Executive shall receive a bonus of forty thousand dollars ($40,000). If
Actual EBITDA is 105% of Target EBITDA or greater, Executive shall be entitled
to receive a bonus of eighty thousand dollars ($80,000). If Actual EBITDA is
more than one hundred percent (100%) but less than one hundred and five percent
(105%) of Target EBITDA, Executive shall receive a bonus equal to an
interpolated amount between $40,000 and $80,000.
"Target EBITDA" for the 1997 fiscal year shall be the amount set
forth on Exhibit B attached hereto. "Target EBITDA" for the 1998 fiscal year
shall be determined by the Board of Directors of ICH and agreed to by Executive
prior to the commencement of such fiscal year to be a reasonable target for
EBITDA performance of the Company for such fiscal year and shall be calculated
in a manner similar to the that used to calculate Target EBITDA for the 1997
fiscal year as set forth in Exhibit C
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attached hereto. "Actual EBITDA" shall be calculated in the same manner as
Target EBITDA except that the calculation shall be made using actual dollars as
determined by the Company's independent certified public accounting firm for
purposes of financial reporting, provided, however, that in calculating Actual
EBITDA, management fees and overhead allocations paid or accrued with respect to
ICH or its affiliates and administrative overhead associated with individuals
who were not employed by the Company prior to its acquisition by ICH, but are
now employed by the Company and ICH, or sit on the Board of Directors of ICH
shall be capped at $240,000. All of the aforementioned calculations shall be
determined in accordance with generally accepted accounting principles, applied
in a consistent manner with prior periods.
(c) Bonus Calculation and Payment. The bonus shall be paid to the
Executive no later than ninety (90) days following the end of the period for
which the bonus is being paid.
(d) Additional Benefits. In addition to the other compensation
payable to the Executive hereunder, during the Employment Term the Executive
shall be entitled to the following benefits: (i) participation in the ICH
Corporation 1997 Employee Stock Option Plan (the "Stock Option Plan") and other
benefit plans made generally available to executives of the Company with such
participation to be consistent with reasonable Company guidelines; (ii)
participation in any health insurance, disability insurance, group life
insurance or other welfare benefit program made generally available to all
executives of the Company; (iii) vacation and other benefits as applicable to
executives of the Company and in accordance with Company policies; and (iv)
reimbursement for reasonable business expenses incurred by the Executive in
furtherance of the interests of the Company.
In the event that ICH adopts an employee benefit plan in which the
Executive is eligible to participate, the Executive shall receive credit for any
service performed for the Company prior to its acquisition by ICH as if such
service were performed for ICH for vesting and eligibility purposes only. This
paragraph shall not be construed to confer any right upon the Executive to
participate in any of ICH's employee benefit plans.
(e) Withholding. The Company shall deduct from all compensation paid
to the Executive under this Agreement, any Federal, state or city withholding
taxes, social security contributions and any other amounts which may be required
to be deducted or withheld by the Company pursuant to any Federal, state or city
laws, rules or regulations.
5. Option Grant. Upon execution of this Agreement, or as soon as
administratively possible thereafter, Executive shall receive options (the
"Options") issued pursuant to the Stock Option Plan to purchase shares of common
stock of ICH, par value $0.01 ("Common Stock") in an amount equal to five
percent (5%) of the Common Stock which is then outstanding on the Closing Date
at an exercise price equal to its "Fair Market Value" (as defined in the Stock
Option Plan) as of the Closing Date which shall be the date of grant of the
Options. The Options are granted pursuant
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to the terms and conditions of the Stock Option Plan and shall expire ten (10)
years from the date of the grant. Subject to Section 9 below, the Options shall
vest and become immediately exercisable during the Employment Term as follows:
one-third on date of this Agreement, one-third on the first anniversary of the
date of this Agreement, one-third on the second anniversary of the date of this
Agreement; provided, however, that in the event of a Change in Control, as
defined below, all outstanding Options which have not vested as of the date of
the Change in Control shall upon the date of the Change in Control fully vest
and become immediately exercisable in accordance with the terms and conditions
of the Option Grant Agreement.
The terms and conditions of the Options are memorialized in the written
option grant agreement between the Company and the Executive ("Option Grant
Agreement"), attached hereto as Exhibit D, which shall be executed by the
Company and the Executive at the same time this Agreement is executed. The
Options granted to the Executive are intended to qualify as incentive stock
options within the meaning of Section 422(b) of the Internal Revenue Code of
1986, as amended (the "Code"); provided, however, that to the extent that any of
such Options do not satisfy the requirements of Section 422(b) of the Code, then
they shall be treated as non-qualified stock options.
In the event that Executive's employment with the Company is terminated
for any reason prior to the expiration of this Agreement, vested Options may be
exercised through a minimum period of thirty-nine (39) months following the date
of this Agreement. The Executive understands that the effect of exercising any
incentive stock options on a day that is more than ninety (90) days after the
date of termination of employment (or, in the case of termination of employment
on account of death or disability, on a day that is more than one (1) year after
the date of such termination) will be to cause such incentive stock options to
be treated as non-qualified stock options.
For purposes of this Section, Change in Control shall mean that any of
the following events has occurred: (a) any "person" or "group" of persons, as
such terms are used in Sections 13 and 14 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), other than any employee benefit plan
sponsored by ICH, becomes the "beneficial owner", as such term is used in
Section 13 of the Exchange Act, of equity securities of ICH representing at
least thirty percent (30%) of the voting power of all equity securities of ICH
issued and outstanding immediately prior to such acquisition; (b) the
dissolution or liquidation of ICH, the consummation of any merger or
consolidation of ICH or any sale or other disposition of all or substantially
all of its assets, if the shareholders of ICH immediately before such
transaction own, immediately after consummation of such transaction, equity
securities (other than options and other rights to acquire equity securities)
possessing less than thirty percent (30%) of the voting power of the surviving
or acquiring company; (c) ICH and its wholly owned subsidiaries fail to own
equity securities representing more than fifty percent (50%) of the voting power
of the Company or any subsidiary of ICH into which the business of the Company
has been merged or transferred; or (d) substantially all of the assets of the
Company, or any other subsidiary of ICH into which the business of the Company
has been merged or transferred, are sold or transferred to any entity in which
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ICH, directly or indirectly, does not own equity securities representing at
least fifty percent (50%) of the voting power.
6. Covenant Not to Compete.
(a) That Executive agrees that during the Non-Competition Period (as
such term is defined below) he will not in any capacity, either separately,
jointly, or in association with others, directly or indirectly, as an officer,
director, consultant, agent, employee, owner, partner, shareholder, beneficial
owner or otherwise engage or have a financial interest in any business which is
or becomes a Material Competitor (as such term is defined below) of the Company
or any subsidiary of the Company in the continental United States (excepting
only the ownership of not more than one (1%) percent of the outstanding
securities of any class listed on an exchange or regularly traded in the
over-the-counter market). The "Non-Competition Period" the longer of (i) the
period during which the Executive is employed hereunder, or is receiving
compensation following a termination of employment during the Employment Term,
as applicable, or (ii) the period during which the Executive is employed
hereunder through the last day of the six (6) month period following the Date of
Termination. "Material Competitor" during the first six (6) months following the
Executive's applicable Date of Termination shall mean any fast food franchisor
or franchisee in the continental United States, thereafter "Material Competitor"
shall mean any Arby's franchisee within 20 miles of any Company locations.
(b) That Executive agrees that during the Employment Period and for
a eighteen (18) month period following the applicable Date of Termination where
the Executive terminates employment with the Company for any reason he will not
in any capacity, either separately, jointly, or in association with others,
directly or indirectly, as an officer, director, consultant, agent, employee,
owner, partner, shareholder, beneficial owner or otherwise solicit or employ any
person, who was employed by the Company, or any subsidiary of the Company within
six (6) months prior to the termination of the Executive' s employment with the
Company, in any business in which the Executive has an interest either
separately, jointly or in association with others, directly or indirectly, as an
officer, director, consultant, agent, employee, owner, partner, shareholder,
beneficial owner or otherwise.
(c) If a court determines that the restrictions set forth in
Sections 6(a) and 6(b) above are too broad or otherwise unreasonable under
applicable law, including with respect to time or space, the court is hereby
requested and authorized by the parties hereto to revise the restrictions in
Section 6(a) and 6(b) to include the maximum restrictions allowed under the
applicable law.
The Executive expressly agrees that breach of either this Section 6
or Section 7 below would result in irreparable injuries to the Company, that the
remedy at law for any such breach will be inadequate and that upon (i) breach of
the provisions of Section 7, (ii) breach of the provisions of Section 6(a)
during the first six (6) months following the Executive's applicable Date of
Termination with the Company, or (iii) breach of the provisions of Section 6(b)
during the eighteen (18) month period following
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the Executive's applicable Date of Termination, the Company, in addition to all
other available remedies, shall be entitled as a matter of right to injunctive
relief in any court of competent jurisdiction without the necessity of proving
the actual damages to the Company and such violation shall result in the
forfeiture of any other entitlements Executive may have had under this Agreement
as if the Executive had been terminated for Cause (as defined below). In the
event that a breach of the provisions of Section 6(a) occurs after the six (6)
month period following the Executive's applicable Date of Termination , the
Company's sole and exclusive remedy for such breach shall be to cease any
payments the Company is obligated to make pursuant to Section 9 hereof with such
payments being automatically discontinued, and the Company shall not be entitled
to further injunctive relief.
The Executive hereby affirmatively represents that he has the skill
and ability to earn a living without competing with the Company or ICH during
the non-competition period.
7. Confidential Information. For the Employment Term and thereafter,
(i) the Executive will not divulge, directly or indirectly, other than in the
regular and proper course of business of the Company, any confidential knowledge
or information with respect to the operation or finances of ICH, the Company,
and any subsidiaries of ICH or the Company and (ii) the Executive will not use,
directly or indirectly, any confidential information for the benefit of anyone
other than the Company or ICH; provided, however, that the Executive has no
obligation, express or implied, to refrain from using or disclosing to others
any such knowledge or information which is or hereafter shall become available
to the public other than through disclosure by the Executive.
8. Termination.
(a) Termination by the Company With Cause. The Company shall have
the right at any time to terminate the Executive's employment hereunder without
prior notice upon the occurrence of any of the following (any such termination
being referred to as a termination for "Cause"):
(i) the commission by the Executive of any deliberate and
premeditated act against the interest of the Company or ICH in
contravention of the directives of the Board of Directors of the Company as
communicated to the Executive;
(ii) the habitual drug addiction or intoxication of the
Executive;
(iii) the conviction by the Executive of a felony;
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(iv) the willful failure or refusal of the Executive to perform
his duties hereunder if such failure or refusal is not cured within ten
(10) days subsequent to notice from the Company of the failure or refusal;
or
(v) the material breach by the Executive of any terms of this
Agreement not cured within thirty (30) days subsequent to notice from the
Company to the Executive of the breach.
(b) Termination for Death or by Company for Disability. The Company
shall have the right at any time to terminate the Executive's employment
hereunder without prior notice upon the Executive's inability to perform his
duties hereunder by reason of any mental, physical or other disability for a
period of at least six (6) successive months, or an aggregate period of at least
six (6) months during any twelve (12) month period. For purposes of this
Agreement, the term "disability" is defined to mean any physical or mental
disability suffered by the Executive which renders the Executive unable to
perform his duties. Any determination of disability shall be made by the Company
in consultation with a qualified physician or physicians selected by the Company
and reasonably acceptable to the Executive. The Executive's employment hereunder
shall also terminate upon the death of the Executive.
(c) Termination by Company Without Cause. The Company shall have the
right at any time to terminate the Executive's employment without prior notice
for any other reason without Cause.
(d) Voluntary Quit. The Executive shall have the right at any time
to terminate his employment without prior notice for any reason (any such
termination being referred to as a "Voluntary Quit " by Executive).
(e) Termination for Good Reason. The Executive shall have the right
at any time to terminate his employment hereunder, subject to the notice
provisions of Section 8(g), within one hundred and eighty (180) days after the
Executive has notice of the occurrence of any of the following, provided that
the Company does not cure such event to the extent possible on a retroactive
basis within ten (10) days following receipt of the Executive's Notice of
Termination (as defined in Section 8(f) below) (any such termination being
referred to as a termination for "Good Reason"):
(i) The Executive's title, position, authority or
responsibilities (including reporting responsibilities and authority) are
changed in materially adverse manner.
(ii) The Executive's base salary is reduced for any reason other
than in connection with the termination of his employment hereunder.
(iii) For any reason other than in connection with the
termination of the Executive's employment, the Company materially reduces
any benefit provided under a welfare benefit plan to the Executive below
the
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level of such benefit provided generally to other actively employed and
similarly situated executives of the Company.
(iv) A change of over fifty (50) miles in either the Executive's
principal place of employment or the headquarters of the Company (other
than a change to the Metropolitan Atlanta, Georgia area) pursuant to which
the Executive is required to relocate.
(v) The Company refuses or is unable to perform its obligations
under this Agreement
(vi) Executive is not elected or reelected to the Board of
Directors of the Company, or once elected, is removed from the Board of
Directors of the Company for reasons other than Cause.
(f) Notice of Termination. Any termination of the Executive's
employment by the Company hereunder, or by the Executive other than termination
upon the Executive's death, shall be communicated by written notice to the other
party ("Notice of Termination").
(g) Date of Termination. "Date of Termination" shall mean any of the
following:
(i) If the Executive's employment is terminated by his death,
the date of his death.
(ii) If the Executive's employment is terminated by the Company
as a result of Disability pursuant to Section 8(b), the date that is thirty
(30) days after the Notice of Termination is given; provided that Executive
shall not have returned to the performance of his duties on a full-time
basis during such thirty (30) days period.
(iii) If the Executive terminates employment for Good Reason
pursuant to Section 8(e), the date that is ten (10) days after Notice of
Termination is given, provided, that the Company does not cure such event
during the ten (10) day period.
(iv) If the Executive Voluntarily Quits pursuant to Section
8(d), the date that is fourteen (14) days after Notice of Termination is
given, provided, that in the sole discretion of the Company, such date may
be any earlier date after Notice of Termination is given.
(v) If the Executive's employment is terminated by the Company
with or without Cause pursuant to Sections 8(a) and 8(c), the date on which
the Notice of Termination is given.
9. Effect of Termination of Employment Prior to End of Employment
Period.
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(a) With Cause / Voluntary Quit. If the Executive's employment is
terminated with Cause (pursuant to Section 8(a)) or Executive Voluntary Quits
(pursuant to Section 8(d)), the Executive's salary and other benefits specified
in Section 4(a) and 4(d) shall cease on the Date of Termination, and the
Executive shall not be entitled to any bonuses specified in Section 4(b) which
have not been paid prior to such termination; provided, however, that in the
event the Executive Voluntarily Quits on the Renewal Date, the Executive shall
continue to receive his salary for a period of twenty-four (24) months following
his Date of Termination; further, provided, that the Executive shall be entitled
to continue to participate in the Company's medical benefit plans but only to
the extent required by law, and on the same basis applicable to other employees.
Additionally, all outstanding Options not vested as of the Date of Termination
shall be forfeited, provided, however, that in the event the Executive
Voluntarily Quits on the Renewal Date, the Executive shall be vested in
two-thirds (2/3) of the Options granted to him on the date of this Agreement
pursuant to Section 5 hereof.
(b) Without Cause or Good Reason. If the Executive's employment is
terminated by the Company without Cause (pursuant to Section (c)) or by the
Executive for Good Reason (pursuant to Section 8(e)), the Executive's annual
base salary then in effect pursuant to Section 4(a) shall continue to be paid to
the Executive for a period of twenty-four (24) months after the Date of
Termination. The Executive shall be entitled to any bonuses specified in Section
4(b) which are applicable to the most recently completed fiscal year of the
Company and which have been earned but not been paid prior to such termination
and the Executive shall not be entitled to any additional bonuses. The
Executive's additional benefits specified in Section 4(d) shall terminate at the
time of such termination; provided, however, that the Executive shall be
entitled to continue to participate in the Company's medical benefit plans but
only to the extent required by law, and on the same basis applicable to other
employees. Additionally, all outstanding Options not vested as of the Date of
Termination shall be forfeited.
(c) Death or Disability. If the Executive's employment is terminated
due to the Executive's death or Disability (pursuant to Section 8(b)), the
Executive's salary set forth in Section 4(a) shall cease on the Date of
Termination. The Executive shall be entitled to any bonuses specified in Section
4(b) which are applicable to the most recently completed fiscal year of the
Company and which have been earned but not been paid prior to such termination
and the Executive shall not be entitled to any additional bonuses. The
Executive's additional benefits specified in Section 4(d) shall terminate at the
time of such termination; provided, however, that the Executive shall be
entitled to continue to participate in the Company's medical benefit plans but
only to the extent required by law, and on the same basis applicable to other
employees. Additionally, all outstanding Options not vested as of the Date of
Termination shall be forfeited.
(d) No Duty to Mitigate. After any Date of Termination, the
Executive shall have no obligation to seek other employment, but shall, subject
to the provisions of Section 6, have the right to be otherwise employed, and any
compensation of any
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type whatsoever received by the Executive in connection with such employment
shall not be offset by the Company against any of the obligations of the Company
under this Agreement.
10. Notice. Any notices required or permitted hereunder shall be in
writing and shall be deemed to have been given when personally delivered, or
when mailed, certified or registered mail, postage prepaid, to the following
addresses:
If to the Executive:
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
With a copy to:
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
16th Floor
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
If to the Company:
Sybra, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx Arabia
With a copy to:
Pryor, Cashman, Xxxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Either party hereto may change its or his address specified for notices herein
by designating a new address by notice in accordance with this Section 10.
11. Nonexclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing future participation in any incentive,
fringe benefit, deferred compensation, or other plan or program provided by the
Company and for which the Executive may qualify, nor shall anything herein limit
or otherwise affect such rights as the Executive may have under any other
agreements with the Company. Amounts that are vested benefits or that the
Executive is otherwise entitled to receive under any plan or program of the
Company at or after the Date of Termination, shall be payable in accordance with
such plan or program.
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12. Indemnification. The Executive shall be indemnified in the same
manner as actively employed and similarly situated executives of the Company and
to the maximum extent as permitted for such executives under the by-laws of the
Company for any acts or omission taken or omitted to be taken by the Executive
in good faith and such indemnification shall survive the termination or
expiration of this Agreement and the termination of the Executive's employment
with the Company.
13. Arbitration. Any claim for damages arising out of or related to
this Agreement except for any claims arising out of or related to Sections 6 and
7 hereof shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, provided, however,
that the arbitration shall take place in Delaware and the arbitrators shall
apply Delaware law. Each party to the Agreement may select one arbitrator. The
selected arbitrators shall in turn appoint a third arbitrator, and the three so
chosen shall comprise the arbitration panel. All arbitrators shall be
independent third parties. The decision of the arbitration panel shall be final
and binding on the parties, and judgment upon the award rendered by the
arbitration panel may be entered by any court having jurisdiction thereof. This
Section shall not be construed to prevent the Company from seeking injunctive
relief as provided in Section 6 hereof and any and all disputes arising out of
or related to Sections 6 and 7 shall be adjudicated by a court of competent
jurisdiction.
14. General.
(a) Governing Law. The terms of this Agreement shall be governed by
the laws of the State of Delaware.
(b) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company, its successors and assigns. The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its assets to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent the Company would be required to perform if no such succession
had taken place. Executive agrees that this Agreement is personal to him and may
not be assigned by him other than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representative.
(c) Entire Agreement; Modification. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof, supersedes in its entirety any prior agreement between the Company and
the Executive, and may not be modified or amended in any way except in writing
by the parties hereto.
(d) Provisions Severable. In case any one or more of the provisions
of this Employment Agreement shall be invalid, illegal or unenforceable in any
respect, or to any extent, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
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(e) Duration. Notwithstanding the term of employment hereunder, this
Agreement shall continue for so long as any obligations remain under this
Agreement.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Agreement the day and year first written above.
SYBRA, INC.
Attest:
_____________________________ By: _______________________________
Secretary Name:
Title:
Witness: EXECUTIVE
_____________________________ ___________________________________
Xxxxxxx X. Xxxxxx
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