Exhibit 10.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made on November 6, 1996,
between CENTURY SERVICES, INC., a Maryland corporation (the "Company"), and
Xxxxxxx X. Xxxxxxx, an individual resident of the State of Maryland (the
"Executive").
BACKGROUND:
The Executive desires to enter into employment with the Company and the
Company desires to employ the Executive.
The Executive is a stockholder in ZMAX Corporation, a Nevada corporation
("ZMAX"), the parent company of the Company.
In consideration of the employment of the Executive by the Company and the
mutual agreements stated below, the parties agree as follows:
STATEMENT OF TERMS:
SECTION 1
DUTIES OF EXECUTIVE
1.1 Engagement. The Company employs the Executive, and the Executive
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accepts such employment with the Company, subject to the terms and conditions of
this Agreement.
1.2 Duties and Responsibilities of Executive. The Executive will be
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employed as the President of the Company and will do and perform all services
and acts necessary or advisable to fulfill the duties of President of the
Company and will conduct and perform such services and activities as may be
determined from time to time by the chief executive officer of the Company.
During the term of this Agreement, the Executive agrees to devote full time,
energy and skill to the business of the Company and to the promotion of the
Company's interests. The Executive will diligently follow and implement all
management policies and decisions of the Company. The Executive agrees that he
has a duty of loyalty to the Company and will not engage in, or otherwise be
interested in, directly or indirectly, any other business or activity that would
materially and adversely affect the Company's business or the Executive's
ability to perform his duties under this Agreement.
1.3 Working Facilities. The Company, at its expense, will furnish the
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Executive with such office space, office equipment, secretarial help and such
other facilities, equipment and services as the Company determines to be needed
or beneficial for the performance by the Executive of the duties contemplated
under this Agreement. It is anticipated that the Executive will provide
services at and have available for use the Company's facilities at its
headquarters location.
SECTION 2
COMPENSATION
2.1 Cash Compensation. For all services to be rendered by the
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Executive under this Agreement, Company will pay the Executive the following
amounts, which payment will be subject to subject withholdings for local, state
and federal taxes, social security, and other deductions required by law or the
policies of the Company, from time to time in effect:
(a) Interim Base Salary. The Company will pay the Executive an annual
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gross salary (the "Base Salary") equal to the sum of (i) $8,000 per month
plus (ii) 20% of the Cash Flow (as defined below) generated by the
Company's operations up to a maximum of $10,000 in any one month. The Base
Salary will be payable on the Company's standard salary payment schedule
for executive level employees. For purposes of this provision the term
"Cash Flow" means, with respect to each calendar month, all operating
revenues from sales and services and licensing and franchising income (but
excluding proceeds from loans or capital infusions and proceeds from sales,
exchanges and other dispositions of property or rights not in the ordinary
course of business) LESS direct operating expenses including software
licensing fees and a provision for the Company's income taxes calculated
based on the then-applicable statutory rates (but excluding capital
expenses, depreciation, amortization, debt service, dividends and
intercompany charges other than charges that would be direct operating
expenses if paid by the Company). Cash Flow will be determined by Xxxxxx
Xxxxxxxx (or such other independent accounting firm then serving the
Company) for the relevant period on a cash basis.
(b) Adjusted Base Salary and Bonus. As soon as practicable after the
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date of this Agreement and in no event later than 60 days after the date of
this Agreement, the Board of Directors of ZMAX will set the Base Salary and
bonuses of the Executive, which will include a Base Salary and performance
bonuses and will be evidenced by an addendum to this Agreement executed by
the Executive and the Company from time to time; provided, however, that
the annual Base Salary will not be less than $100,000.
In no event will the Executive be entitled to any form of incentive or stock or
performance bonus compensation other than that described in this Agreement or
any addendum to this Agreement.
2.2 Business Expenses. The Executive will be entitled to be reimbursed
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for all reasonable and necessary expenses incurred by him in connection with the
performance of his duties of employment under this Agreement in accordance with
the policies of the Company. The Executive will, as a condition of any such
reimbursement, submit verification of the nature and amount of such expenses in
accordance with the reimbursement policies from time to time adopted by the
Company.
2.3 Fringe Benefits. The Executive will have the same rights as all other
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employees to participate in all pension and other retirement plans, medical
insurance, life insurance and other fringe benefit programs, as are now or may
hereafter be established by the Company;
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provided, however, that such fringe benefits will not be less that those
provided by the Company on the date of this Agreement. The Executive will
receive 4 weeks paid vacation per year in accordance with the Company's policy
in effect from time to time.
SECTION 3
TERM AND TERMINATION
3.1 Term. The term of the Executive's employment under this Agreement
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commences on the date of this Agreement and continues for a period of 3 years,
unless sooner terminated as provided in this Section 3.
3.2 Termination. The Executive's employment under this Agreement may be
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terminated only upon the occurrence of any of the following events:
(a) The death or permanent disability of the Executive. For purposes
of this Section 3.2(a), "permanent disability" means (1) the total
inability of the Executive to perform his duties under this Agreement for a
period of 60 consecutive days as certified by a physician chosen by the
Company and reasonably acceptable to the Executive, or (2) the Executive
becomes entitled to (A) disability retirement benefits under the federal
Social Security Act, or (B) recover benefits under any long term disability
plan or policy maintained by the Company.
(b) The Company's election to terminate the Executive for cause. For
purposes of this Section 3.2(b), appropriate cause will be deemed to result
for (i) any breach of the terms of this Agreement (other than the covenants
contained in Sections 4 and 5) by the Executive, which breach or conduct
remains uncured after the expiration of 10 days following the delivery of
written notice of such breach or conduct to the Executive by the Company;
(ii) any breach of the covenants contained in Sections 4 and 5 of this
Agreement; (iii) conduct by the Executive that amounts to fraud, dishonesty
or willful misconduct in the performance of his duties and responsibilities
under this Agreement; or (iv) the conviction of or a plea of guilty or nolo
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contendere by the Executive of a felony.
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(c) The mutual agreement by the Executive and the Company to terminate
the Executive's employment under this Agreement.
(d) The Executive's election to terminate his employment under this
Agreement, provided that Executive will give the Company at least 60 days
prior written notice of his intent to terminate.
(e) The Company's election to terminate the Executive's employment
under this Agreement.
3.3 Effect of Termination. Upon the termination of the Executive's
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employment under this Agreement, the Company will have no further obligation to
the Executive or his personal representative with respect to this Agreement or
his employment by the Company,
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except for the payment of any compensation accrued up to the date of termination
of this Agreement and unpaid at the date of such termination and the payment of
any severance payments that may be due under Section 3.4 of this Agreement and
as set forth in Section 6.3 regarding its agreement to arbitrate certain
disputes under this Agreement.
3.4 Severance Payment. In addition to the amounts payable pursuant to
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Section 3.3, if this Agreement is terminated by the death or permanent
disability of Executive pursuant to Section 3.2(a) or by the Company without
cause pursuant to Section 3.2(e), the Company will pay to Executive or
Executive's estate all severance payments as set forth in any addendum to this
Agreement then in effect or, if such addendum does not designate severance
payments, severance payments at the annual rate of $100,000 for the then
remaining term of this Agreement as if this Agreement had not been terminated.
Neither the Executive nor the Executive's estate will be entitled to any bonus
or form of employee benefit plan, including, without limitation, life, health,
dental and disability insurance, or the payment of monies in lieu thereof. The
severance payments provided pursuant to this Section 3.4 will be paid at such
times and in such manner as stated in the addendum to this Agreement or if not
so stated as payments normally would be made under Section 2 and will be subject
to deductions and withholding as provided in Section 2. Notwithstanding
anything in this Agreement to the contrary, the Company will have no obligation
to continue any payments due the Executive, and the Executive will not have any
right to receive such payments, if the Company determines in good faith that the
Executive has breached the covenants in Sections 4 or 5 of this Agreement. In
addition, the Company's obligation to make such severance payments to the
Executive under this Agreement is conditioned upon the Executive's (or his
estate's) execution and delivery to the Company of a release (in form and
substance reasonably satisfactory to the Company) of any and all claims known to
the Executive (or his estate) that the Executive (or his estate) may have
against the Company or any officer, director or Affiliate of the Company (as
defined in Section 4.1(a)) at any time up to and including the date of
termination and arising thereafter, excluding the Company's obligation to make
the severance payments.
3.5 Survival. The obligations of the Executive pursuant to Sections 4, 5
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and 6 survive the termination of this Agreement.
SECTION 4
RESTRICTIONS
4.1 Certain Definitions.
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(a) "Affiliate of the Company" means any person or entity controlled
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by, controlling or under common control with the Company. For purposes of
this definition, the term "control" when used with respect to any person or
entity means the power to direct the management and policies of such person
or entity, directly or indirectly, whether as an officer or director,
through the ownership of voting securities, by contract or otherwise. The
term Affiliate of the Company specifically includes any subsidiary, parent
or franchisee of the Company or any company or enterprise in which the
Company owns more than 10% of the voting securities or similar indicia or
ownership.
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(b) "Business of the Company" means the business of resolution of the
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Year 2000 date change problem in software programs and the development and
sale of products and services related thereto whether conducted by the
Company or any Affiliate of the Company.
(c) "Competitive Business" means any business of enterprise that
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competes with the Business of the Company.
4.2 Restrictions. The Executive agrees to comply with all of the
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restrictions set forth below at all times during the terms of this Agreement and
(i) for a period of two years after the termination of this Agreement by the
Company pursuant to Section 3.2(b) or by the Executive pursuant to Section
3.2(d) so long as the Company is not in breach of this Agreement or (ii) for the
period during which the Company is paying severance payments to the Executive
pursuant to Section 3.4.
(a) Agreement Not to Solicit Customers. The Executive will not
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(except with the prior written consent of the Company), either directly or
indirectly, on his own behalf or on behalf of others, solicit, divert or
appropriate or attempt to solicit, divert or appropriate to any Competitive
Business, any Business of the Company from any customer or actively sought
prospective customer of the Company or any Affiliate of the Company (i)
with whom the Company or any Affiliate of the Company has current
agreements relating to the Business of the Company or (ii) with whom active
negotiations are underway and (A) with whom the Executive has dealt in
regard to the Business of the Company or (B) with whom the Executive has
supervised negotiations or business relations or (C) about whom the
Executive has acquired Proprietary Information (as defined in Section
5.1(a)) regarding the needs of such customer or prospective customer for
the Business of the Company or negotiations or business relations with the
Company or any Affiliate of the Company, in the course of his employment.
(b) Agreement Not to Compete. The Executive will not (except with the
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prior written consent of the Company) engage in any Competitive Business,
either directly or indirectly, on his own behalf or on behalf of others, in
any capacity that involves duties and responsibilities substantially
similar to those undertaken by him for the Company.
(c) Agreement Not to Solicit Employees. The Executive will not,
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either directly or indirectly, on his own behalf or on behalf of others,
solicit, divert or hire away, or attempt to solicit, divert, or hire away,
any person employed by the Company or any Affiliate of the Company or any
independent contractor of the Company or any Affiliate of the Company that
is providing services relating to the Business of Company at any facility
where the Executive performed services and with whom he had regular contact
in the course of his employment by the Company. The restriction in this
Section 4.2(c) does not apply if the employee or independent contractor
independently initiated contact with the Executive with regard to his or
her employment or retention.
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4.3 Tolling. If the Executive breaches any of the covenants contained in
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Section 4 of this Agreement, the running of the period of the restrictions
described in the covenant breached will be tolled during the continuation of any
breach by the Executive and the running of the period of the restriction will
begin again only upon compliance by the Executive with the terms of the covenant
breached.
4.4 Non-Applicability of Restrictions. The Company agrees that the
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restrictions contained in this Section 4 do not apply after expiration of this
Agreement by its own terms.
SECTION 5
PROPRIETARY INFORMATION
5.1 Definitions.
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(a) "Proprietary Information" means information related to the Company
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or any Affiliate of the Company (1) that derives economic value, actual or
potential, from not being generally known to or readily ascertainable by
other persons who can obtain economic value from its disclosure or use; and
(2) that is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy; and all tangible reproductions or
embodiments of such information. Assuming the criteria in (1) and (2)
above are satisfied, Proprietary Information includes technical and
nontechnical data related to technical and business information, including,
but not being limited to, trade secrets, computer hardware and software,
procedures manuals, methods, compositions, machines, computer programs,
research projects, processes, formulae, data, algorithms, source codes,
object codes, documentation, flow-charts, drawings, correspondence, know-
how, improvements, inventions, techniques, personnel records, pricing
information, sales or marketing plans and strategies, supply sources,
production or merchandising plans, and information concerning the Company's
and any Affiliate of the Company's clients, customers, accounts, employees,
contractors or affiliates. Proprietary Information does not include any
information that (i) is or becomes part of the public domain through no act
or omission attributable to the Executive, (ii) is released after prior
written authorization by the Company, or (iii) is required to be disclosed
by applicable law, regulation or court order; provided that if disclosure
is required by law, the Executive will provide the Company with prompt
notice of such requirement so that the Company may seek an appropriate
protective order.
(b) "Third Party Information" means Proprietary Information that has
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been disclosed to the Company or an Affiliate of the Company by a third
party and that the Company or such Affiliate of the Company is obligated to
treat as confidential.
(c) "Proprietary Technology" means Proprietary Information relating
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specifically to the "BIC", "IREW" and "COCACT" software programs owned or
licensed by the Company and any related source codes, object codes,
documentation and manuals relating thereto and any enhancements or
modifications thereof and any other software, source codes, processes,
techniques, trade secrets or know how that may be developed, owned or
licensed by the Company or any Affiliate of the Company relating to the
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Business of the Company (as defined in Section 4.1) or other core line of
business in which the Company may become engaged.
5.2 Non-Disclosure. The Executive agrees that during the term of his
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employment by the Company and for the applicable time periods thereafter as
specified below, he will receive all Proprietary Information in trust and that
he will not disclose or make available, directly or indirectly, any Proprietary
Information to any person, concern or entity, except in the proper performance
of his duties and responsibilities under this Agreement or with the prior
written consent of the Company. The Executive will abide by the Company's
policies and regulations, as established from time to time, for the protection
of its Proprietary Information for the time period specified in this Section
5.2. The Executive agrees that the nondisclosure prohibitions described in this
Section 5.2 survive the expiration or termination of this Agreement (i) with
respect to Proprietary Information other than Proprietary Technology for a
period of 2 years, except for Third Party Information as to which the Executive
shall maintain confidentiality so long as the Company or Affiliate of the
Company is required to main confidentiality and (ii) with respect to Proprietary
Technology for so long as the Proprietary Technology retains its status as such
and remains confidential.
5.3 Ownership of Proprietary Information. The Executive acknowledges and
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agrees that all Proprietary Information, and all physical embodiments thereof,
are confidential to and will be and remain the sole and exclusive property of
the Company. Upon request by the Company, and in any event upon termination of
his employment with the Company for any reason, the Executive will promptly
deliver to the Company all property belonging to the Company including, without
limitation, all Proprietary Information (and all embodiments thereof) then in
his custody, control or possession.
5.4 Assignment of Inventions, Etc. The Executive agrees that all
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inventions, discoveries, improvements, processes, techniques, computer programs
or improvements thereto (an "Invention") conceived or first practiced by the
Executive during his employment by the Company, and all patent rights and
copyrights thereto, if any, will become the property of the Company, and the
Executive hereby irrevocably assigns to the Company all of the Executive's
rights to all Inventions.
5.5 Works for Hire. The Executive agrees that any Works (as defined
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below) created by the Executive in the course of the Executive's duties as an
employee of the Company are subject to the "Work for Hire" provisions contained
in Sections 101 and 201 of the United States Copyright Law, Title 17 of the
United States Code. "Work" means a copyrightable work of authorship, including
without limitation, any technical descriptions for products, user's guides,
illustrations, advertising materials, computer programs (including the contents
of read only memories) and any contribution to such materials. All right, title
and interest to copyrights in all Works which have been or will be prepared by
the Executive within the scope of his or her employment with the Company will be
the property of the Company. The Executive acknowledges and agrees that, to the
extent the provisions of Title 17 of the United States Code do not vest in the
Company the copyrights to any Works, the Executive hereby assigns to the Company
all right, title and interest to copyrights which the Executive may have in the
Works.
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The Executive must disclose to the Company all Works and will execute and
deliver all applications, registrations, and documents relating to the
copyrights to the Works and will provide assistance to secure the Company's
title to the copyrights in the Works. The Company will be responsible for all
expenses incurred in connection with the registration of all the copyrights.
5.6 Acknowledgements by the Executive. The Executive represents to the
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Company that he has not executed any agreement with any other party which
purports to require the Executive to assign any Work or any Invention created,
conceived or first practiced by the Executive during a period of time that
includes the date of his or her commencement of employment with the Company.
SECTION 6
REMEDIES AND DISPUTE RESOLUTION
6.1 Remedies. The Executive agrees that the covenants contained in
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Sections 4 and 5 of this Agreement are of the essence of this Agreement; that
each of the covenants is reasonable and necessary to protect the business,
interests and properties of the Company; and that irreparable loss and damage
may be suffered by the Company should he breach any of such covenants. The
Executive agrees and consents that, in addition to all the remedies provided by
law or in equity, so long as the Company is otherwise entitled thereto under
applicable law, the Company will be entitled to a temporary restraining order
and temporary and permanent injunctions to prevent a breach or threatened breach
of the covenants prohibiting disclosure of any Proprietary Technology without
the need for posting bond for temporary injunctions or interlocutory
injunctions. The Company and the Executive agree that all remedies available to
the Company or Executive, as applicable, will be cumulative.
6.2 Right to Set-Off. The Company will have the right to set-off against
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any payment due the Executive for damages actually incurred or suffered by the
Company as a result of any breach of this Agreement by the Executive to the
extent allowed under applicable law. Any application as a set-off of such
amounts against the damages incurred or suffered by the Company as a result of
any breach of this Agreement by the Executive will not be considered in full
satisfaction of or as liquidated damages for or a release of any claims for
damages against the Executive that may accrue to the Company as a result of any
breach of this Agreement by the Executive.
6.3 Resolution of Disputes on Determination of Cause and Breach of
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Restrictive Covenants. The parties agree that any controversy or dispute
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regarding whether or not "cause" exists for termination of the Executive's
employment under this Agreement or any determination that the restrictive
covenants and nondisclosure covenants of Sections 4 and 5 have been breached
(each, a "Dispute") that is not resolved by the parties within a reasonable
amount of time may be submitted to binding arbitration administered by the
American Arbitration Association ("AAA") under its Commercial Arbitration Rules,
except where those rules are supplemented or modified by the express terms of
this section. The parties agree that binding arbitration is the exclusive
remedy for resolving any Dispute, except for the right of either party to pursue
injunctive relief pursuant to Section 6.1. Either party may initiate
arbitration by
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sending notice of its intention to arbitrate the Dispute to the other party,
which notice must be accompanied by a brief setting forth the nature of the
Dispute and the grounds for the existence or non-existence of "cause" or any
breach of the restrictive covenants and nondisclosure covenants of Sections 4
and 5, as the case may be, and the remedy sought, which brief may not exceed 25
typed pages (the "Arbitration Notice"). The party demanding arbitration must
also file at the regional office of the AAA three copies of the Arbitration
Notice and Brief and the arbitration provision of this Agreement together with
the required filing fee. The other party to the arbitration must file a
responsive brief within 15 business days of receipt of the demanding party's
Arbitration Notice and Brief, which responsive brief may not exceed 25 typed
pages. Any arbitration proceedings will be in Washington, D.C. If the parties
are able to agree on one arbitrator within 15 days of the date the Arbitration
Notice is filed with the AAA, the Dispute will be heard by that arbitrator. If
the parties are unable to agree on one arbitrator, then an arbitrator will be
selected from an impartial roster of arbitrators provided by the AAA in
accordance with the AAA rules. There will be no discovery permitted by the
parties in the arbitration proceedings provided that each party will be
permitted to take one oral deposition of the other party or unless otherwise
mutually agreed to by the parties. The Company agrees to be bound by Rule
30(b)(6) of the Federal Rules of Civil Procedures "Deposition of an
Organization," as amended from time to time or any successor rule. The
arbitrator will issue a decision within 30 days of his or her appointment. The
decision of the arbitrator must set forth in reasonable detail the reasoning
supporting the decision of the arbitrator. The decision rendered by the
arbitrator will be final and binding on the parties and judgment on the decision
rendered by the arbitrator may be entered in any court having jurisdiction.
Each party will pay its own costs and expenses related to the arbitration
procedures. This agreement to arbitrate will survive the termination of this
Agreement and is specifically enforceable under the prevailing arbitration law
and survives the termination of this Agreement. Any attempted termination of
this Agreement that results in a Dispute submitted to arbitration will suspend
the termination of this Agreement until resolved by the arbitrator. The parties
further agree that the Company will be entitled to pursue any available
temporary restraining orders or other injunctive relief notwithstanding any
pending arbitration or request for arbitration by the Executive or the Company.
SECTION 7
GENERAL PROVISIONS
7.1 Amendment. This Agreement may not be amended or modified except by an
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instrument in writing signed by both parties.
7.2 Entire Agreement. This Agreement constitutes the entire and final
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agreement of the parties regarding the employment of the Executive by the
Company. All prior understandings and agreements relating to the subject matter
of this Agreement, whether written or oral, express or implied, are hereby
expressly terminated.
7.3 Severability. The parties agree that each of the provisions included
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in this Agreement is separate, distinct, and severable from the other provisions
of this Agreement, and that the invalidity or unenforceability of any Agreement
provision will not affect the validity or enforceability of any other provision
of this Agreement. Further, if any provision of this
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Agreement is ruled invalid or unenforceable by a court of competent jurisdiction
because of a conflict between the provision and any applicable law or public
policy, the provision will be redrawn to make the provision consistent with and
valid and enforceable under the law or public policy.
7.4 Notices. All notices and other communications pertaining to this
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Agreement must be in writing and delivered personally, telecopied, sent by
nationally-recognized, overnight courier or mailed by registered or certified
mail (return receipt requested), postage prepaid, to the parties at the
following addresses (or at such other address for a party as is specified by
like notice):
If to the Company: Century Services, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Powell, Goldstein, Xxxxxx & Xxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxx Xxxxx
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
If to the Executive: Xxxxxxx X. Xxxxxxx
00000 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
All such notices and other communications will be deemed to have been received
(a) in the case of personal delivery, on the date of such delivery, (b) in the
case of a telecopy, upon receipt of electronic or verbal confirmation therefor,
(c) in the case of delivery by nationally-recognized, overnight courier, on the
business day following dispatch and (d) in the case of mailing, on the third
business day following such mailing.
7.5 Assignment. This Agreement and the rights and obligations of the
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Company stated in this Agreement may be assigned and delegated by the Company
and will be for the benefit of, binding upon, and enforceable by the assignee.
This Agreement and the rights and obligations of the Executive stated in this
Agreement are personal to the Executive and may not be assigned or delegated by
the Executive.
7.6 Waiver. A waiver by the Company of any breach of this Agreement by
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the Executive will not be effective unless in writing, and no waiver will
operate or be construed as a waiver of the same or another breach on a
subsequent occasion.
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7.7 Governing Law. This Agreement will be governed by and construed in
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accordance with the laws of the State of Maryland.
7.8 Enforcement. Each party to this Agreement (i) submits to personal
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jurisdiction in the State of Maryland for the enforcement of this Agreement, and
(ii) waives any and all rights under the laws of any state to object to
jurisdiction within the State of Maryland for the purposes of litigation to
enforce this Agreement.
7.9 Interpretation. Should any provision of this Agreement require a
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judicial interpretation, it is agreed that the judicial body interpreting or
construing this Agreement will not apply the assumption that the terms of this
Agreement will be more strictly construed against one party by reason of the
rule of legal construction that an instrument is to be construed more strictly
against the party that itself or through its agents prepared the agreement. The
parties acknowledge and agree that they and their agents have each participated
equally in the negotiations and preparation of this Agreement.
7.10 Counterparts. This Agreement may be executed in one or more identical
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counterparts, each of which will be deemed to be an original and all of which,
when assembled, will constitute one and the same document.
[SIGNATURES ON FOLLOWING PAGE]
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EXECUTED AS OF NOVEMBER 6, 1996.
CENTURY SERVICES INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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