Exhibit 10(c)(i)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of January 1, 2001 between AMERICAN
MEDICAL ALERT CORP., a New York corporation (the "Company"), with offices
located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, AND XXXXXXXX XXXXX
XXXXXX an individual having an address at 000 XXXXXX XXXXX XXXX XXXX XXXXX XXX
XX XXXX 00000 ("Employee").
W I T N E S S E T H :
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WHEREAS, the Company desires to retain the services of Employee upon
the terms and conditions stated herein; and
WHEREAS, Employee desires to be employed by the Company upon the terms
and conditions stated herein.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and promises contained herein, the parties hereby agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee for the period
beginning January 1, 2001 and ending December 31, 2003, unless earlier
terminated pursuant hereto (the "Initial Employment Period"). At the end of the
Employment Period, the Company, at its sole discretion, may renew this
Employment Agreement, upon ninety (90) days written notice, upon substantially
the same terms and conditions for a period of thirty six (36) months (together
with the Employment Period, the "Employment Period"); PROVIDED, HOWEVER, that if
the Company determines to not renew this Agreement, then Employee shall receive
severance pay as described in Section 11(c) hereof.
2. DUTIES. Subject to the authority of the Board of Directors of the
Company, Employee shall be employed as Vice President of Sales and Marketing.
Employee will perform such duties and services commensurate with his position as
Vice President of Sales and Marketing as identified by the President and CEO
(see duties 2a)
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2a. - Manage, coordinate and direct field activities of sales forces,
independent, agents, distributors, providers.
- Create and approve all Company sales proposals and contracts
with the contract committee.
- Administer and instruct department managers and staff on new
contract fulfillment, implementation and servicing aspects.
- Identify new services and products to complement existing
lines and infrastructure.
- Select and manage the Company's participation in trade
shows, seminars, continuing education classes etc.
- Maintain a comprehensive database on competitor products and
services and new technologies that could affect the
Company's core business.
- Initiate and oversee the production of new corporate
marketing materials with the Company's Director of
Marketing, advertising agencies and public relations firms.
- Create new service plans, sales offerings and pricing
arrangements to compete effectively in the marketplace.
- Identify and create potential strategic business
relationships and technology partnerships for the Company.
- Develop, implement and monitor strategic business expansion
and diversification plans with management and marketing
consultants Participate in sales meetings with key accounts.
- Prepare and deliver presentations to the executive team,
board of directors, financial communities and potential
customers.
- Develop on-going training programs for Company's sales
personnel and the Company's provider network.
- Participate in new product and service development projects
with management.
3. FULL TIME. Employee agrees that he will devote his full time and
attention during regular business hours to the business and affairs of the
Company. The foregoing shall not prevent the purchase, ownership or sale by
Employee of investments or securities of publicly held companies and any other
business that is not competitive with the Company or any subsidiary of the
Company so long as such investment does not require active participation of
Employee in the management of the business of such publicly held companies, does
not interfere or conflict with the
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performance of Employee's duties hereunder and does not otherwise violate any of
the provisions of this Agreement, or Employee's participation in philanthropic
organizations to the extent that such participation does not interfere or
conflict with the performance of Employee's duties hereunder and does not
otherwise violate any provision of this Agreement.
4. COMPENSATION. In consideration of the duties and services to be
performed by Employee hereunder, the Company agrees to pay, and Employee agrees
to accept the amounts set forth below:
X. Xxxxx of 25,000 stock options as the closing price on January 1,
2001. The term of the exercise price shall be (5) years from date of
stock option issuance. Notwithstanding anything contrary to this
Section 4(a), the grant of options pursuant to this Section 4(a), is
contingent and conditioned upon approval by the Company's shareholders
of an option plan reserving sufficient shares for the grant of the
options specified above. The options specified herein shall be subject
to all provisions of such plan.
B. A base salary, to be paid on a biweekly basis, at the rate of
January 1,2001-December 31,2001 = $175,000 per annum
January 1,2002-December 31,2002 = $200,000 per annum .
January 1,2003-December 31,2003 = $163,804 per annum
In addition to the base salary, the Employee shall be compensated for the sales
and operating results achieved by the COMPANY in the year 2003 in accordance
with the following schedules:
2003 COMMISSION SCHEDULE
COMMISSION ON GROSS REVENUE COSSMISSION ON EBIT
$12Mil-14mil .25% 250K-lm 1 0.00%
14mil-17mil .50% 1 mil-1.5mil 1.0%
17mil-20mil 1.25% 1.5mil-2mil 1.5%
20mil-25mil 2.0% 2mil-2.5mil 3.0%
25mil plus 3.0% >2.5mil 4.0%
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D. Stock Option Incentive Program -The Employee is to be issued
additional Stock options of 2.5% of EBIT. Stock options will be
calculated at the end of the Company's calendar year. The maximum stock
options that can be issued under this agreement during any one-year
period is 100,000.
E. The compensation provided for herein shall be in addition to any
retirement, profit sharing, insurance or similar benefit which may at
any time be payable to Employee pursuant to any plan or policy of the
Company relating to such benefits, which additional benefits shall be
made available to Employee on the same basis as they are generally made
available to other executive officers of the Company. Such compensation
shall be in addition to any options which may be granted under any
stock option plan of the Company.
F. Upon submission of appropriate documentation with respect
thereto, the Company shall reimburse Employee in accordance with the
Company's normal policies for all reasonable travel, hotel, meal and
other expenses properly incurred by him in the performance of his
duties hereunder.
G. The Company shall provide Employee with Group Health Insurance
consistent with coverage offered to other Executive Officers of the
Company.
H. The Company shall provide Employee with the use of an
automobile, selected by Employee and leased by the Company, with all
expenses of operation, such as insurance, gas, oil and repair, paid for
by the Company and having a cost to the Company, including lease
charges, not to exceed $1,000 per month in the aggregate.
5. VACATION. Employee shall be entitled to three (3) weeks vacation
each fiscal year, to be taken at such time as is mutually convenient to
the Company and Employee.
6. DISABILITY. In the event the Employee, as deemed by an independent
third party be unable to perform his duties because of illness or incapacity,
physical or mental, for a period of one-hundred and eighty (180) consecutive
days or an aggregate period of more than
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one-hundred eighty (180) days in any 12-month period, the Company may terminate
this Agreement after the expiration of such period. Upon such termination,
Employee shall be entitled to receive the base salary provided by paragraph
4(b), and the additional benefits, if any, provided by paragraph 4(f), in each
instance computed up to the date of termination. Stock options shall survive
termination pursuant to this clause.
7. DEATH In the event of death of the Employee during the Employment
period, this Agreement and the employment of Employee hereunder shall terminate
on the date of death of Employee. (the estate of Employee (or such persons(s) as
Employee shall designate in writing) shall be entitled to receive, and the
Company agrees to continue to pay, in accordance with the normal pay practice of
the Company, the salary plus any additional compensation provided by section 4,
for a period of one (1) year following the date of the death of the Employee.)
8. CONFIDENTIAL INFORMATION.
(a) The Employee recognizes and acknowledges that the Company
owns, controls and has exclusive access to a body of existing technical
knowledge and technology, and that the Company has expended and is expending
substantial resources in a continuing program of research, development and
production with respect to its business. The Company possesses and will continue
to possess information that has been or will be created, discovered or
developed, or has or will otherwise become known to the company, and/or in which
property rights have been or will be assigned or otherwise conveyed to the
Company, which information has commercial value in the business in which the
Company is engaged. All of the aforementioned information is hereinafter called
"Confidential Information." By way of illustration but not limitation,
Confidential Information includes all data, compilations, blueprints, plans,
audio and/or visual recordings and/or devices, information on computer disks,
software in various stages of development, source codes, tapes, printouts and
other printed, typewritten or handwritten documents, specifications, strategies,
systems, schemes, methods (including delivery, storage, receipt, transmission,
presentation and manufacture of audio, visual, informational or other data or
content), business and marketing development plans, customer lists, prospects
lists, employee files, research projections, processes, techniques, designs,
sequences, components, programs, technology, ideas, know-how, improvements,
inventions (whether or not patentable or copyrightable), information about
operations and maintenance,
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trade secrets, formulae, models, patent disclosures and any other information
concerning the actual or anticipated business, research or development of the
Company or its actual or potential customers or partners or which is or has been
generated or received in confidence by the Company by or from any person, and
all tangible and intangible embodiments thereof of any kind whatsoever including
where appropriate and without limitation all compositions, machinery, apparatus,
records, reports, drawings, copyright applications, patent applications,
documents and samples prototypes, models, products and the like. Confidential
Information also includes any such information as to which the Company is bound
under confidentiality agreements with third parties, and any information which
the Company has obtained or will obtain from its clients or any other party and
which the Company treats as confidential, whether or not owned or developed by
the Company.
(b) The Employee acknowledges that, solely by reason of his
employment by the Company, the Employee has been or will be in a confidential
relationship with the Company, and that the Employee has or will come into
possession of, have access to, have knowledge of or contribute to the
Confidential Information.
(c) Employee represents, warrants and agrees as follows:
(i) All of the Confidential Information is a valuable asset
of the Company and is, will be and shall at all times remain the
sole and exclusive property of the Company.
(ii) But for the Employee's employment by the Company, the
Confidential Information would not have been disclosed to the
Employee.
(iii) The employee will not, directly or indirectly, either
during his or her employment or at any time thereafter, except
as required in the conduct of the Company's business or as
authorized in writing by the Company, use, publish, appropriate,
exploit, copy, summarize, communicate or disclose to any third
party Confidential Information.
(iv) The Employee understands, acknowledges and agrees that
this Agreement applies regardless of whether there are any
changes in the
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Employee's job duties, job title, location of place or work or
division assignment.
(v) Upon termination of the employee's employment with the
Company, the Employee shall immediately deliver or cause to be
delivered to the Company all of the Confidential Information in
the Employee's possession or control, including, without
limitation: originals and/or copies of books; catalogues; sales
brochures; customer lists; price lists; employee manuals;
operation manuals; marketing and sales plans and strategies;
files; computer disks; and all other documents and materials, in
any form whatsoever, reflecting or referencing Confidential
Information as well as all of the materials furnished to or
acquired by the Employee as a result of or during the course of
the Employee's employment by the Company.
9. NON-COMPETITION. (a) For a period of [one (l) ] year after the
termination of the Employee's employment with the Company (the "Non Compete
Period"), the Employee shall not, for himself or on behalf of any other person
or entity within [North America] that offers products or services that directly
compete with the products or services offered by the Company, solicit, have any
contact with or accept business from, any of the Company's customers or clients,
or known customer or client prospects, or otherwise induce or influence any such
customer or client or known customer or client prospect to reduce its volume of
business, or terminate or divert its relationship or otherwise in any way
adversely affect its relationship, with the Company.
(b) The Employee further acknowledges that it is essential to
the protection of the Company's business that the Employee be restrained from:
(i) soliciting or inducing any employee of the Company to leave his or her
employment; and (ii) hiring or attempting to hire any employee of the Company.
The Employee agrees that, during the Employee's employment with the Company and
for a period of .[one (l)] year thereafter, the Employee shall not, directly or
indirectly, solicit or induce, or attempt to solicit or induce, any current or
future employee of the Company to leave the Company for any reason.
(c) The Employee further acknowledges and agrees that the
Employee shall not, during the Employee's employment with the Company and for a
period of [one (l)]
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year thereafter (together with the period described in subparagraph (b) of this
Section, the "Non Solicitation Period"), for himself or herself or on behalf of
any other person, firm or entity within [North America], become engaged in any
business or activity which directly competes with any product or service sold or
being developed by the Company, or any business or activity engaged in by the
Company.
(d) The restrictions and limitations contained in this Paragraph
9 are acknowledged by the Employee and the Company to be reasonable as to scope
and duration and to be necessary to protect the Company's proprietary interests
in its Confidential Information, and to preserve for the Company the competitive
advantage derived from maintaining the Confidential Information as secret.
(e) In the event that any of the restrictions and limitations
contained in this Paragraph 9 are deemed unreasonable or to otherwise exceed the
time and/or geographic limitations permitted by applicable law, such provisions
of this Paragraph shall be reformed to the maximum time and/or geographic
limitations permitted by applicable law.
(f) The Employee acknowledges and agrees that it is impossible
to measure in money the damages which will accrue to the Company if the Employee
shall breach or be in default of any of the Employee's representations or
agreements set forth in this Agreement. Accordingly, if the Employee breaches or
is in default of any of the representations or agreements set forth in Paragraph
8 or 9 above, the Company shall have the full right to seek injunctive relief,
in addition to any other existing rights provided in this Agreement or by
operation of law, without the requirement of posting bond. If any action or
proceeding is instituted by or on behalf of the Company to enforce any term of
this Agreement, the Employee hereby waives any claim or defense thereto that the
Company has an adequate remedy at law or that the Company has not been, or is
not being, irreparably injured by the Employee's breach or default. The rights
and remedies of the Company pursuant to this Paragraph are cumulative, in
addition to, and shall not be deemed to exclude, any other right or remedy which
the Company may have pursuant to this Agreement or otherwise, at law or in
equity.
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10. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE.
(a) The Employee represents and warrants that his performance of
all the terms of this Agreement and his duties as an employee of the Company
does not now and will not knowingly breach any agreement to keep in confidence
confidential information acquired by him in confidence or in trust prior to his
employment with the Company. The Employee further represents and warrants that
he has not entered into. and he will not enter into any agreement either written
or oral in conflict herewith.
(b) The Employee represents and warrants that he has not brought
and will not bring with him to the Company or use in the performance of his
responsibilities at the Company (a) any materials, documents or confidential
information of a former employer which are not generally available to the
public, unless he has obtained written authorization from the former employer
for their possession and use, or (b) any confidential information which he knows
or should have known has been acquired by improper means, or otherwise
misappropriated from another person. Employee warrants and represents that he is
free to enter into this Agreement and to perform the services contemplated
thereby and that such actions will not constitute a breach of, or default under,
any existing agreement.
(c) The Employee hereby agrees to indemnify and hold harmless
the Company from and against any and all losses, costs damages and expenses
(including, without limitation, its reasonable attorneys' fees) incurred or
suffered by the Company resulting from any breach by the Employee of any of his
representations or warranties set forth in this Paragraph 9.
11. TERMINATION.
(a) The Company may terminate this Agreement immediately for
cause, without liability (other than for the base salary provided in paragraph
4(b) accrued to the date of termination) in the event of (i) conviction of
Employee of a felony, (ii) commission of acts of dishonesty or moral turpitude
constituting fraud or embezzlement, (iii) violation by Employee of the policies,
procedures, guidelines or directions of the Board of Directors, (vi) negligence
by the Employee in the performance, or willful disregard by the Employee's
obligations hereunder, or (v) breach of any provision of this Employment
Agreement which is not cured upon written notice unless said breach is a
material and substantial breach.
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(b) In the event the Company decides to terminate this Agreement
without cause during any period of the agreement, or does not renew this
Agreement pursuant to Section 1 hereof, then Employee's employment shall
terminate and Employee shall receive, in consideration of his continuing
obligations under Sections 8 and 9 hereof, payment of salary, based on the then
applicable salary level, for a period of twenty-four (24) months from the date
of such termination, inclusive of benefits that would normally be due the
Employee, not including, however, the benefit described in Section 4(d&f)
hereof. If terminated without cause or non-renewal of the contract, the Employee
maintains all rights to options as if an employee.
(c) After a Change in Control (as hereinafter defined) has
occurred, Employee may terminate his employment at any time upon written notice
to the Company within six (6) months after he has obtained actual knowledge of
the occurrence of any of the following events:
(i) Failure to elect or appoint, or re-elect or re-appoint,
Employee to, or removal of Employee from, his office and/or
position with the Company as constituted prior to the Change in
Control, except in connection with the termination of
Employee's, employment pursuant to Section 10(a) hereof;
(ii) A reduction in Employee's overall compensation
(including any reduction in pension or other benefit programs or
perquisites) or a material adverse change in the nature or scope
of the authorities, powers, functions or duties normally
attached to Employee's position with the Company as referred to
in Section 2 hereof;
(iii) A determination by Employee made in good faith that,
as a result of a Change in Control, he is unable effectively to
carry out the authorities, powers, functions or duties attached
to his position with the Company as referred to in Section 2
hereof, and the situation is not remedied within thirty (30)
days after receipt by the Company of written notice from
Employee of such determination;
(iv) A breach by the Company of any provision of this
Agreement not covered by clauses (i), (ii) or (iii) of this
Section 10(c), which is not remedied within thirty (30) days
after receipt by the Company of written notice from Employee of
such breach;
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(v) A change in the location at which substantially all of
Employee's duties with the Company are to be performed to a
location which is not within a 50-mile radius of the address of
the place where Employee is performing services prior to the
date of the Change in Control; or
(vi) failure by the Company to obtain the assumption of, and
the agreement to perform, this Agreement by any successor
(pursuant to a transfer described in Section 16).
An election by Employee to terminate his employment under the
provisions of this Section 10(c) shall not be deemed a voluntary termination of
employment by Employee for the purpose of interpreting the provisions of any of
the Company's employee benefit plans, programs or policies. Employee's right to
terminate his employment pursuant to this Section 10(c) shall not be affected by
his illness or incapacity, whether physical or mental, unless the Company shall
at the time be entitled to terminate his employment under Section 8 of this
Agreement. Employee's continued employment with the Company for any period of
time less than six (6) months after a Change in Control shall not be considered
a waiver of any right he may have to terminate his employment pursuant to this
Section 10(c).
After a Change in Control has occurred, if Employee terminates his employment
with the Company pursuant to Section 10(c) hereof or if Employee's employment is
terminated by the Company for any reason other than pursuant to Section 10(a)
hereof, Employee (i) shall be entitled to his base salary in accordance with
Section 4(b), the additional compensation determined in accordance with Section
4(c) hereof, and any bonuses, awards, perquisites and benefits, including,
without limitation, benefits and awards under the Company's stock option plans
and the Company's pension and retirement plans and programs, through the date
specified in the notice of termination as the last day of Employee's employment
by the Company (the "Termination Date") and, in addition thereto, (ii) shall be
entitled to be paid in a lump-sum, on the Termination Date, an amount of cash
(to be computed, at the expense of the Company, by the independent certified
public accountants utilized by the Company immediately prior to the Change of
Control (the "Accountants"), whose computation shall be conclusive and binding
upon Employee and the Company) equal to [2.99] times Employee's "base amount" as
defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"). Such lump-sum payment is hereinafter referred to as the
"Termination Compensation."
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Notwithstanding anything in this Agreement to the contrary, Employee shall have
the right, prior to the receipt by him of any amounts due hereunder, to waive
the receipt thereof or, subsequent to the receipt by him of any amounts due
hereunder, to treat some or all of such amounts as a loan from the Company which
Employee shall repay to the Company, within ninety (90) days from the date of
receipt, with interest at the rate provided in Section 7872 of the Code. Notice
of any such waiver or treatment of amounts received as a loan shall be given by
Employee to the Company in writing and shall be binding upon the Company.
It is intended that the "present value" of the payments and benefits to
Employee, whether under this Agreement or otherwise, which are includable in the
computation of "parachute payments" shall not, in the aggregate, exceed [2.99]
times the "base amount" (the terms "present value", "parachute payments" and
"base amount" being determined in accordance with Section 280G of the Code).
Accordingly, if Employee receives payments or benefits from the Company prior to
payment of the Termination Compensation which, when added to the Termination
Compensation, would, in the opinion of the Accountants, subject any of the
payments or benefits to Employee to the excise tax imposed by Section 4999 of
the Code, the Termination Compensation shall be reduced by the smallest amount
necessary, in the opinion of the Accountants, to avoid such tax. In addition,
the Company shall have no obligation to make any payment or provide any benefit
to Employee subsequent to payment of the Termination Compensation which, in the
opinion of the Accountants, would subject any of the payments or benefits to
Employee to the excise tax imposed by Section 4999 of the Code. No reduction in
Termination Compensation or release of the Company from any payment or benefit
obligation in reliance upon any aforesaid opinion of the Accountants shall be
permitted unless the Company shall have provided to Employee a copy of any such
opinion that specifically entitles Employee to rely thereon, no later than the
date otherwise required for payment of the Termination Compensation or any such
later payment or benefit.
"Change of Control" as used in this Agreement shall mean the occurrence of any
of the following:
(i) any "person" or "group" (as such terms are used in
Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Act")), except for an employee stock
ownership trust (or any of the trustees thereof), becomes a
"beneficial owner" (as such term in used in Rule 13d-3
promulgated under the Act), after the date hereof, directly or
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indirectly, of securities of the Company representing 30% or
more of the combined voting power of the Company's then
outstanding securities;
(ii) a change in "control" of the Company (as the term
"control" is defined in Rule 12b-2 or any successor rule
promulgated under the Act) shall have occurred;
(iii) the majority of the Board of Directors, as such entire
Board of Directors is composed at the date of this Agreement, no
longer serve as directors of the Company, except that there
shall not be counted toward such majority who no longer serve as
directors any director who ceased to serve prior to the date of
a Change in Control, for any reason, or at any other time due to
his death, disability or termination for cause;
(iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the
Company's assets; or
(v) the shareholders of the Company approve a merger or
consolidation of the Company with any other company, other than
a merger or consolidation which would result in the combined
voting power of the Company's voting securities outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than [70]% of the
combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger
or consolidation. Notwithstanding the foregoing, any transaction
involving a leveraged buyout or other acquisition of the Company
which would otherwise constitute a Change in Control, in which
Employee participates in the surviving or successor entity
(other than solely as an employee or consultant), shall not
constitute a Change in Control.
12. NO IMPEDIMENTS. Employee warrants and represents that he is free to
enter into this Agreement and to perform the services contemplated thereby and
that such actions will not constitute a breach of, or default under, any
existing agreement.
(a) In the event that Employee is terminated without cause and
Employee breaches any of the provisions of Sections 8 and 9 hereof during the
Non Compete and the Non Solicitation periods, then the Company shall be
permitted to suspend any further payments,
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if any, due to Employee under Section 1 l(b) or (c) hereof, without prejudice to
any of it rights or remedies under this Agreement.
13. NO WAIVER. The failure of any of the parties hereto to enforce any
provision hereof on any occasion shall not be deemed to be a waiver of any
preceding or succeeding breach of such provision or of any other provision.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding of the parties hereto and no amendment, modification or waiver
of any provision herein shall be effective unless in writing, executed by the
party charged therewith.
15. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with and shall be governed by the laws of the State of
New York applicable to agreements to be wholly performed therein without giving
effect to principles of conflicts of law.
16. BINDING EFFECT. This Agreement shall bind and inure to the benefit
of the parties, their successors and assigns.
17. ASSIGNMENT AND DELEGATION OF DUTIES. This Agreement may not be
assigned by the parties hereto except that the Company shall have the right to
assign this ! Agreement to any successor in connection with a sale or transfer
of all or substantially all of its assets, a merger or consolidation. This
Agreement is in the nature of a personal services contract and the duties
imposed hereby are non-delegable.
18. PARAGRAPH HEADINGS. The paragraph headings herein have been
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.
19. NOTICES. Any notice under the provisions of this Agreement shall be
in writing, shall be sent by one of the following means, directed to the address
set forth on the first page of this Agreement or to such other address as shall
be designated hereunder by notice to the other party, effective upon actual
receipt and shall be deemed conclusively to have been given: (i) on the first
business day following the day timely deposited for overnight delivery with
Federal
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Express (or other equivalent national overnight courier service) or United
States Express Mail, with &cost of delivery prepaid or for the account of the
sender; (ii) on the fifth business day following the day duly sent by certified
or registered United States mail, postage prepaid and return receipt requested;
or (iii) when otherwise actually received by the addressee on a business day (or
on the next business day if received after the close of normal business hours or
on any non-business day).
20. UNENFORCEABILITY; SEVERABILITY. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement shall, nevertheless, be binding upon the
parties with the same force and effect as though the unenforceable part has been
severed and deleted.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
EMPLOYEE:
/s/ Xxxxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxx
COMPANY:
AMERICAN MEDICAL ALERT CORP.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
