EXHIBIT 10.55
IDENTIX INCORPORATED
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as of the
22nd day of August 2003, between Identix Incorporated, a Delaware corporation
("Identix"), and Xxxxx Xxxxxx ("Employee").
BACKGROUND
Identix and Employee are party to that certain Employment Agreement
dated as of August 22, 2001 (the "2001 Employment Agreement").
Identix and Employee desire to terminate the 2001 Employment Agreement
and replace it with this Agreement as of the date hereof (the "Effective Date")
for the term indicated on Schedule A (the "Term").
Identix is willing to employ Employee, and Employee is willing to be
employed by Identix, during the Term on the terms and subject to the conditions
set forth in this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Termination of 2001 Agreement. The parties agree that
the 2001 Agreement is hereby terminated and deemed null and void and
has no further force or effect.
2. Duties. During the Term of this Agreement, Employee
shall devote all of Employee's business time, energy, and skill to the affairs
of Identix and Identix Public Sector, Inc. ("IPS"), a wholly owned subsidiary of
Identix, as more fully identified on Schedule B; provided, however, that
Employee may undertake such specific additional charitable and business
activities, if any, as Identix may reasonably approve (including, without
limitation, activities for affiliates of Identix). During the Term, Employee
shall report directly to the person indicated on Schedule A.
3. Term of Employment.
3.1 Definitions. For purposes of this Agreement
the following terms shall have the following meanings:
(a) "Change in Control" shall mean the
occurrence of any one of the following: (i) any "person", as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (other than Identix, a subsidiary, an affiliate, or an
Identix employee benefit plan, including any trustee of such plan acting as a
trustee) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of Identix representing
fifty percent (50%) or more of the combined voting power of Identix's then
outstanding securities; (ii) the election to a majority of the seats of the
Board of Directors of Identix of candidates who were not proposed by
a majority of the Board in office prior to the time of such election; or (iii)
the dissolution or liquidation (partial or total) of Identix or a sale of assets
involving fifty percent (50%) or more of the assets of Identix (other than the
sale, merger or disposition of a subsidiary or the assets of a subsidiary) or
other transaction or series of related transactions pursuant to which the
holders, as a group, of all of the shares of Identix outstanding prior to the
merger, reorganization or other transaction hold, as a group, less than fifty
percent (50%) of the shares of Identix outstanding after the merger,
reorganization or other transaction. The term "Change of Control" does not
include the sale, merger, disposition or liquidation of IPS or any subsidiary of
IPS, or the sale, disposition or liquidation of their respective assets.
(b) "Resignation for Good Reason" shall
mean a voluntary resignation of employment by Employee as a result of (i) a
material diminution in responsibility from the duties identified per Section 2
above and Schedule B below, (ii) a decrease in base salary, (iii) an involuntary
relocation, if there has been no Change in Control, or (iv) in the event of a
Change in Control, an involuntary relocation required of the Employee due to a
change by Identix in the location at which the Employee performs Employee's
principal duties for Identix to a new location that is both (A) outside a radius
of fifty (50) miles from the Employee's principal residence immediately prior to
the date of the Change in Control (the "Measurement Date") and (B) more than
thirty (30) miles from the location at which the Employee performed Employee's
principal duties for Identix immediately prior to the Measurement Date, provided
that Employee notifies Identix on or prior to any such resignation of the reason
for such resignation and Identix fails to cure such event within thirty (30)
days thereafter.
(c) "Termination For Cause" shall mean
termination by Identix of Employee's employment by Identix (i) by reason of
Employee's commission of a felony or other conduct involving fraud or moral
turpitude, (ii) by reason of Employee's fraud upon, or deliberate injury or
attempted injury to Identix, (iii) by reason of Employee's failure to
substantially perform for Identix the normal material duties related to
Employee's job position (other than failure resulting from incapacity due to
disability or death) which failure continues for sixty (60) days following the
Employee's receipt of written notice of such failure to perform, specifying the
nature of the failure and the means by which it can be remedied, (iv) by reason
of Employee's willfully engaging in gross misconduct which is materially and
demonstrably injurious to Identix, or (v) by reason of Employee's willful breach
of this Agreement in any material respect.
(d) "Termination Other Than For Cause"
shall mean termination by Identix of Employee's employment by Identix (other
than in a Termination For Cause). Included within the definition of "Termination
Other Than For Cause" shall be (i) Employee's death during the Term, (ii)
termination of Employee's employment by Identix based on Employee's failure to
perform Employee's duties under this Agreement on account of illness or physical
or mental incapacity for a period of more than three (3) consecutive months or
(iii) any other involuntary termination that does not constitute a Termination
For Cause.
(e) "Voluntary Termination" shall mean
termination by Employee of Employee's employment with Identix, excluding
termination by reason of
2
Resignation for Good Reason as described in Section 3.1(b) and termination by
reason of Employee's death or disability as described in Section 3.1(d).
3.2 Basic Term. The term of employment of
Employee by Identix shall commence on the Effective Date and shall continue for
the Term unless extended by mutual written agreement of Employee and Identix or
earlier terminated as provided in this Agreement.
3.3 Termination For Cause. Termination For Cause
may be effected by Identix at any time during the Term and shall be effected by
written notification to Employee. Upon Termination For Cause, Employee shall be
immediately paid all accrued salary, and all accrued vacation pay, all to the
effective date of termination, but Employee shall not be paid any other
compensation or reimbursement of any kind, including, without limitation,
severance compensation or bonus.
3.4 Termination Other Than For Cause or
Resignation for Good Reason. Notwithstanding anything else in this Agreement,
Identix may effect a Termination Other Than For Cause at any time upon 10 days
prior notice to Employee of such termination. Upon the effective date of any
Termination Other Than For Cause or Resignation for Good Reason, (a) Employee
shall immediately be paid all accrued salary, and all accrued vacation pay, all
to the effective date of termination, (b) as severance compensation, Employee
shall be paid (i) within 10 business days following the effective date of any
Termination Other Than For Cause or Resignation for Good Reason, the gross sum
of [redacted], in a lump sum, less all appropriate taxes, withholdings and
deductions, and (ii) within 10 business days after the one year anniversary of
the effective date of any Termination Other Than For Cause or Resignation for
Good Reason, the gross sum of [redacted], in a lump sum, less all appropriate
taxes, withholdings and deductions, (c) Employee shall immediately be paid all
bonuses "earned" through the date of termination, as defined on Schedule A, (d)
for a period of 12 months following termination, Identix shall make COBRA
payments to continue Employee's medical and dental benefits (or pay Employee an
amount equivalent to such COBRA payments) and shall make payments to continue
Employee's term life insurance (or pay Employee an amount equivalent to the
premiums in effect prior to termination), and (e) all options to purchase Common
Stock granted to Employee by Identix, whether prior to or after the Effective
Date, shall fully vest immediately, and notwithstanding any provision of any
relevant stock option agreement or stock option plan to the contrary, Employee
shall have 12 months from the effective date of termination to exercise such
options, but Employee shall not be paid any other compensation or reimbursement
of any kind. If any Termination Other Than For Cause is the result of the death
of Employee, all payments payable under this Section 3.4 shall be paid to
Employee's heirs or legal representative.
3.5 Voluntary Termination. In the event of a
Voluntary Termination, Identix shall immediately pay to Employee all accrued
salary, and all accrued vacation pay, all to the effective date of termination,
but no other compensation or reimbursement of any kind, including, without
limitation, severance compensation or bonus.
3
3.6 Change in Control. If a Change in Control
shall have occurred during the Term, in addition to any rights Employee may have
under applicable stock option plans and/or stock option agreements with the
Company, the following shall apply:
(a) If the Change in Control occurs
during the Term, then the Term, as indicated on Schedule A, shall not be
changed.
(b) (i) If there is a Termination
Other Than For Cause or Resignation for Good Reason within one year after a
Change in Control, and if any of the payments or benefits received or to be
received by the Employee in connection with a Change in Control or the
Employee's termination of employment (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with Identix,) (all such
payments and benefits, excluding the Gross-Up Payment, being hereinafter
referred to as the "Total Payments") will be subject to the excise tax (the
"Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended from time to time (the "Code"), Identix shall pay, at the time
specified in Section 3.6(b)(iv), to the Employee an additional amount (the
"Gross-Up Payment") such that the net amount retained by the Employee, after
deduction of any Excise Tax on the Total Payments and any Federal, state and
local income and employment taxes and Excise Tax upon the Gross-Up Payment,
shall be equal to the Total Payments.
(ii) For purposes of
determining whether any of the Total Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (A) all of the Total Payments
shall be treated as "parachute payments" (within the meaning of Section
280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel")
reasonably acceptable to the Employee and selected by the accounting firm which
was, immediately prior to the Change in Control, Identix's independent auditor
(the "Auditor"), such payments or benefits (in whole or in part) should not be
treated by the courts as constituting parachute payments, including by reason of
Section 280G(b)(4)(A) of the Code, (B) all "excess parachute payments" within
the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments
(in whole or in part) should be treated by the courts as representing reasonable
compensation for services actually rendered (within the meaning of Section
280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and
(C) the value of any noncash benefits or any deferred payment or benefit shall
be determined by the Auditor in accordance with the principles of Sections
280G(d)(3) and (4) of the Code. All fees and expenses of the Tax Counsel and the
Auditor shall be borne solely by Identix.
(iii) For purposes of
determining the amount of the Gross-Up Payment, the Employee shall be deemed to
pay Federal income tax at the highest marginal rate of Federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of the Employee's residence in the calendar year in which the Gross-Up
Payment is to be made, net of the maximum reduction in Federal income taxes
which could be obtained from deduction of such state and local taxes, taking
into account the reduction in itemized deduction under Section 68 of the Code.
4
(iv) The Gross-Up Payment shall
be made upon the payment to the Employee of the Total Payments, unless it is
initially determined by Identix or the Tax Counsel that the Total Payments are
not subject to the Excise Tax but after payment of the Total Payments, it is
finally determined following the proceedings set forth in Section 3.6(b)(v) and
(vi) that the Total Payments are subject to the Excise Tax, in which case it
shall be made upon the imposition upon the Employee of the Excise Tax.
(v) The Employee shall notify
Identix in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by Identix of a Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten (10)
business days after the Employee is informed in writing of such claim and shall
apprise Identix of the nature of such claim and the date on which such claim is
requested to be paid. The Employee shall not pay such claim prior to the
expiration of the thirty (30) day period following the date on which the
Employee gives such notice to Identix (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due). If Identix
notifies the Employee in writing prior to the expiration of such period that it
desires to contest such claim, the Employee shall:
A) give Identix any information reasonably
requested by Identix relating to such claim;
B) take such action in connection with
contesting such claim as Identix shall reasonably request in writing from time
to time, including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by Identix and
reasonably satisfactory to the Employee;
C) cooperate with Identix in good faith in
order to effectively contest such claim; and
D) permit Identix to control any proceedings
relating to such claim as provided below;
provided, however, that Identix shall bear and pay directly all costs and
expenses (including, but not limited to, additional interest and penalties and
related legal, consulting or other similar fees) incurred in connection with
such contest and shall indemnify and hold the Employee harmless, on an after-tax
basis, for any Excise Tax or other tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs
and expenses.
(vi) Identix shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Employee to pay the tax claimed and xxx for a
refund or contest the claim in any permissible manner, and the Employee agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as
Identix shall determine; provided, however, that if Identix directs the Employee
to pay such claim and xxx for a refund, Identix shall
5
advance the amount of such payment to the Employee on an interest-free basis,
and shall indemnify and hold the Employee harmless, on an after-tax basis, from
any Excise Tax or other tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and provided, further, that if the Employee
is required to extend the statute of limitations to enable Identix to contest
such claim, the Employee may limit this extension solely to such claim.
Identix's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Employee shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority. In addition, no position
may be taken nor any final resolution be agreed to by Identix without the
Employee's consent if such position or resolution could reasonably be expected
to adversely affect the Employee (including any other tax position of the
Employee unrelated to the matters covered hereby).
(vii) In the event that the
Employee receives a refund of the Excise Tax previously paid, the Employee shall
repay to Identix, within five (5) business days following the receipt of such
refund of the Excise Tax previously paid, the amount of such refund plus any
interest received by the Employee from the Internal Revenue Service on the
refund, and an amount equal to the reduction in the Employee's Federal, state
and local income tax assuming that the repayment is deductible, using the
assumptions set forth in Section 3.6(b)(iii). If, after the receipt by the
Employee of an amount advanced by Identix in connection with an Excise Tax
claim, a determination is made that Employee shall not be entitled to any refund
with respect to such claim and Identix does not notify the Employee in writing
of its intent to contest the denial of such refund prior to the expiration of
thirty (30) days after such determination, such advance shall be forgiven and
shall not be required to be repaid.
4. Salary, Benefits, Potential Success Bonus, Legal Fees.
4.1 Base Salary. As payment for the services to be
rendered by Employee as provided in Section 2 and subject to the terms and
conditions of Section 3, Identix shall pay to Employee a "base salary" at the
rate indicated on Schedule A, subject to deductions, payable bi-weekly in the
same manner as other Identix employees receive their base compensation.
4.2 Bonus. Employee shall be eligible for a bonus as
indicated on Schedule A.
4.3 Fringe Benefits. Employee shall be eligible to
participate in such of Identix's benefit plans as are now generally available or
later made generally available to employees of Identix and as are consistent
with other executive officers of Identix. Such benefits shall at a minimum
include medical, dental and term life insurance.
4.4 Potential Success Bonus. [redacted]
4.5 Legal Fees. Identix shall reimburse Employee for
reasonable and actual attorney's fees incurred by Employee in the negotiation,
preparation and execution
6
of this Agreement; provided, however, that in no event shall Identix reimburse
Employee for more than [redacted] under this Section 4.5.
5. Non Interference, Confidentiality, etc.
5.1 Non-Interference. Employee agrees that since the date
of her initial employment with Identix, Employee has continually had access to
extremely valuable confidential and proprietary information and trade secrets of
Identix and IPS, and furthermore, Employee agrees that, during the Term, she
will continue to have access to extremely valuable confidential and proprietary
information and trade secrets of Identix and IPS. Employee further acknowledges
that she is party to that certain Agreement Regarding Proprietary Information,
Inventions and Conditions of Employment with IPS (formerly ANADAC, Inc) dated
June 6, 2001, which such agreement is attached hereto as Schedule C, and which
such agreement is hereby amended as set forth on Schedule C-1 hereto, and which
such agreement remains in full force and effect as amended hereby (the
"Proprietary Information and Inventions Agreement"). Employee agrees that the
failure by Employee to adhere to her obligations under the Proprietary
Information and Inventions Agreement would cause Identix significant loss,
consequential damages and irreparable harm. To help forestall and minimize the
risk of such improper use or disclosure, and related losses, damages and harm,
Employee agrees that, in addition to adhering to Employee's continuing duties
under the Proprietary Information and Inventions Agreement (and without limiting
the terms of such agreement), during the term of this Agreement and for a period
of 18 months following the effective date of any termination or separation of
employment from Identix, Employee shall not directly or indirectly, work for,
advise, consult for, or provide services for any of the following entities:
[redacted]. Additionally, Employee covenants not to make any disparaging
statements regarding Identix or any of its subsidiaries or affiliates, or any of
its or their respective directors, officers, employees, agents, consultants or
advisors. Employee agrees that the obligations and restrictions set forth in
this Section 5 constitute material provisions of the Agreement, and that payment
by Identix of any amounts of money or other benefits under this Agreement are
contingent upon Employees strict compliance with this Section 5 and also
contingent upon Employee's strict compliance with Employees continuing
obligations under the Proprietary Information and Inventions Agreement.
5.2 Confidentiality. Except to the extent otherwise
required by law, Employee will not disclose, in whole or in part, any of the
terms of this Agreement. Notwithstanding the foregoing, Employee may disclose
the terms of this Agreement to your spouse or to your legal or financial
advisers.
6. Release and Covenant Not to Xxx.
6.1 Release and Covenant Not to Xxx. In exchange for the
payments and other benefits described in this Agreement, Employee hereby forever
RELEASES and COVENANTS NOT TO XXX Identix, its parents, subsidiaries,
affiliates, predecessors, successors, assigns, related companies or entities,
its or their employee benefit plans, trustees, fiduciaries and administrators,
and any and all of its and their respective past or present officers, directors,
partners, insurers, agents, representatives, attorneys and employees (each, a
"Releasee" and together, the "Releasees") from any and all claims, causes of
action, demands, judgments,
7
liabilities and damages which Employee, her heirs, executors, administrators,
agents, attorneys, representatives or assigns (all collectively included in the
term "Employee" for purposes of this Section 6), has, had or may have against
the Releasees, or any of them, based on any events or circumstances arising or
occurring prior to and including the date of Employee's execution of this
Agreement, including but not limited to any claims relating to Employee's
employment or termination of employment by Identix or IPS, the 2001 Agreement,
any rights of continued employment, reinstatement or reemployment by Identix or
IPS, and any costs or attorneys' fees incurred by Employee, PROVIDED, HOWEVER,
Employee is not waiving, releasing or giving up any rights Employee may have to
test the knowing and voluntary nature of the Agreement under The Older Workers
Benefit Protection Act or to workers' compensation benefits, to earned, banked
or accrued but unused vacation pay, to vested benefits under any pension or
savings plan, to continued benefits in accordance with the Consolidated Omnibus
Budget Reconciliation Act of 1985 or to unemployment insurance..
6.2 General Release. Employee agrees and acknowledges:
that this Agreement is intended to be a general release that extinguishes all
claims by Employee against the Releasees; that she is waiving any rights and
claims arising under, among other things, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Age
Discrimination in Employment Act, the Employee Retirement Income Security Act,
the Family and Medical Leave Act, Executive Order No. 11246, 42 U.S.C. ss. 1981,
and all other federal, state and local statutes, ordinances and common law to
the fullest extent permitted by law; that she is waiving all rights and claims
against the Releasees, known or unknown, arising or occurring prior to and
including the date of Employee's execution of this Agreement; that the
consideration that she will receive in exchange for his waiver of the rights and
claims specified herein exceeds anything of value to which she is already
entitled; that she was hereby informed by Identix to consult with an attorney;
that she has entered into this Agreement knowingly and voluntarily with full
understanding of its terms and after having had the opportunity to seek and
receive advice from counsel of his choosing; and that she has had a reasonable
period of time of no less than twenty-one days within which to consider this
Agreement. Employee represents that she has no pending claim against the
Releasees, has not filed a complaint, charge or claim with any court or
governmental agency against the Releasees and has not assigned any claim against
the Releasees to any person or entity. Employee agrees that she will not
knowingly apply or reapply for employment with Identix or any of its affiliates.
6.3 Non Waiver of Rights Under This Agreement.
Notwithstanding Section 6.1 and 6.2 above, the parties agree that the releases
and covenants of Employee set forth above shall not extend to breaches of this
Agreement by Identix.
6.4 No Admission. This Agreement does not constitute and
shall not be construed as an admission by any Releasee that it has violated any
law, interfered with any rights, breached any obligation or otherwise engaged in
any improper or illegal conduct with respect to Employee, and each Releasee
expressly denies that it has engaged in any such conduct.
8
6.5 No Effect on Rights of Indemnification. Nothing in
this Agreement is intended to affect any rights Employee may have to
indemnification under applicable contract or law.
7. Miscellaneous.
7.1 Waiver. The waiver of any term or condition of this
Agreement by any party shall not be construed as a waiver of a subsequent breach
or failure of the same term or condition, or a waiver of any other term or
condition of this Agreement.
7.2 Notices. All notices, requests, demands, and other
communications made in connection with this Agreement shall be in writing and
shall be deemed to have been duly given on the date of delivery if delivered by
hand delivery or 12 hours after facsimile transmission to the persons identified
below or five days after mailing if mailed by certified or registered mail
postage prepaid return receipt requested addressed as follows:
If to Identix:
0000 Xxxxxxx Xx.
Xxxxxxxxxx, XX 00000
Attn: President &Chief Executive Officer
Facsimile:
If to Employee:
To the address indicated on Schedule A, with a copy
to:
Law Office of Xxxxxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Facsimile: 202-659-2435
Any party may change its address for notices by notice duly given pursuant to
this Section 7.2.
7.3 Headings. The headings contained in this Agreement
are intended for convenience and shall not be used to interpret the meaning of
this Agreement or to determine the rights of the parties.
7.4 Governing Law; Consent to Jurisdiction and Venue. The
provisions of this Agreement will be construed and enforced in accordance with
the laws of the Commonwealth of Virginia, determined without regard to its
choice of law rules. Employee agrees that service upon Employee in any such
action may be made by first class mail, certified or registered, in the manner
provided for delivery of notices in Section 7.2.
9
7.5 Successor and Assigns. This Agreement shall be
binding upon and inure to the benefit of the executors, administrators, heirs,
successors and assigns of the parties; provided, however, that this Agreement
shall not be assignable by Identix (except in connection with the merger or
consolidation of Identix with or into another entity or the sale by Identix of
all or substantially all of its assets) or by Employee.
7.6 Counterparts. This Agreement may be signed in
counterparts with the same effect as if the signatures of each party were upon a
single instrument. All counterparts shall be deemed an original of this
Agreement.
7.7 Withholdings. All sums payable to Employee hereunder
shall be reduced by all Federal, state, local and other withholding and similar
taxes and payments required by applicable law.
7.8 Severability. If any provision of this Agreement is
held to be unenforceable for any reason, it shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties to the extent
possible. In any event, all other provisions of this Agreement shall be deemed
valid and enforceable to the full extent possible.
7.9 Entire Agreement; Modifications. Except as otherwise
provided herein, this Agreement, together with the Proprietary Information and
Inventions Agreement, represents the entire understanding between the parties
with respect to the subject matter hereof, and this Agreement together with the
Proprietary Information and Inventions Agreement supersedes any and all prior
understandings, agreements, plans and negotiations, written or oral, with
respect to the subject matter hereof. All modifications to the Agreement must be
in writing and signed by the party against whom enforcement of such modification
is sought, provided that no modification shall be enforceable against Identix
unless signed by the Chief Executive Officer of Identix, or such other officer
of the Company designated by the Board of Directors of Identix.
7.10 Review by Counsel to Employee. EMPLOYEE ACKNOWLEDGES
THAT SHE WAS HEREBY INFORMED BY THE COMPANY TO CONSULT WITH AN ATTORNEY; THAT
SHE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WITH FULL
UNDERSTANDING OF ITS TERMS AND AFTER HAVING HAD THE OPPORTUNITY TO SEEK AND
RECEIVE ADVICE FROM COUNSEL OF HER CHOOSING; AND THAT SHE HAS BEEN OFFERED A
REASONABLE PERIOD OF TIME OF NO LESS THAN TWENTY-ONE DAYS WITHIN WHICH TO
CONSIDER THIS AGREEMENT.
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
IDENTIX INCORPORATED
By_________________________________
Name:
Title:
EMPLOYEE
By_________________________________
11
ALL SCHEDULES HAVE BEEN REDACTED
12
