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EXHIBIT 10.10
RELOCATION AGREEMENT
This RELOCATION AGREEMENT (this "Agreement") is made and entered into as
of December 23, 1996 (the "Execution Date"), by and between UNWIRED PLANET,
INC., a Delaware corporation (the "Company"), and XXXXXXX XXXXXXX ("Employee").
WHEREAS, the Company acknowledges that Employee is a key employee of the
Company; and
WHEREAS, the Company acknowledges the disparity in cost of living and
housing costs between Atlanta, Georgia, where Employee and his family currently
reside, and the San Francisco Bay Area, and wishes to induce Employee to
relocate from Atlanta to the San Francisco Bay Area without undue hardship; and
WHEREAS, the Company wishes to help ensure Employee's continued dedication
and loyalty to the Company;
NOW THEREFORE, the Company and Employee hereby agree as follows:
1. Relocation Compensation. The Company agrees to pay to Employee a
relocation compensation payment of $3,570 on the last day of each month
commencing September 1, 1996 through and including July 1, 2003, and a final
relocation compensation payment of $3,690 on August 1, 2003 (each such payment
is referred to as a "Payment" and each such date is referred to as a "Payment
Date").
2. Term. This Agreement shall commence on the Execution Date and shall
expire on the earlier of (i) the Company's or Employee's termination of
Employee's employment with the Company, voluntarily or involuntarily, for any
reason or for no reason, or upon Employee's death or disability, and (ii) the
close of business on August 31, 2003. The Company's obligation to make any
Payment on any Payment Date, and Employee's right to receive any Payment on any
Payment Date, shall immediately terminate in the event Employee's employment
with the Company is terminated by the Company or Employee, voluntarily or
involuntarily, for any reason or for no reason, or upon Employee's death or
disability.
3. Expense Reimbursement. The Company agrees to reimburse Employee for
all reasonable and customary moving and other relocation expenses to the extent
set forth on the attached Exhibit A. The Company shall pay such expenses upon
delivery to the Company of a receipt or other appropriate documentation for such
expenses.
4. No Employment Rights. Nothing contained in this Agreement is
intended or shall be construed to confer upon Employee any rights to employment
or continued employment with the Company, or shall alter in any way the nature
of Employee's current employment with the Company.
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5. Governing Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of California
applicable to contracts wholly made and performed in the State of California.
6. Dispute Resolution. All actions or proceedings relating to the
Agreement shall be maintained in a court located in San Mateo County, State of
California, and the parties hereto expressly consent to (i) the personal
jurisdiction of the federal and state courts within San Mateo County,
California, and (ii) service of process being effected upon them by registered
mail sent to the address below.
7. Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings related to such subject matter.
8. Modification. This Agreement shall not be amended without the
written consent of both parties hereto.
9. Severability. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.
10. Construction. This Agreement is the result of negotiations between
and has been reviewed by each of the parties hereto and their respective
counsel; accordingly, this Agreement shall be deemed to be the product of all of
the parties hereto, and no ambiguity shall be construed in favor of or against
any one of the parties hereto.
11. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
12. Notices. Any notice required or permitted by this Agreement shall be
in writing and shall be personally delivered or sent by prepaid registered or
certified mail, return receipt requested, addressed to the other party at the
address shown below or at such other address for which such party gives notice
hereunder. Notices sent be mail shall be deemed to have been given 72 hours
after deposit in the United States mail.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
UNWIRED PLANET, INC.
By: /s/ Xxxx Xxxxx
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Title: CFO
Address: 000 Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Address: 000 Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
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EXHIBIT A
MOVING AND OTHER RELOCATION EXPENSES
A. Moving Expenses
The following expenses are eligible for reimbursement/payment by the
Company subject to the limitations indicated.
1. Transportation of household goods and automobiles; and
2. Packing and unpacking of household goods. Insurance is
provided based on the reasonable value of household goods.
B. In-Transit Expenses
Reasonable in-transit travel expenses for Employee and his family
from the former location to the new location by the most direct route.
C. Sale of Home
The Company will reimburse Employee for reasonable and customary
closing costs of Employee associated with the sale of Employee's primary
residence including:
1. Attorneys fees.
2. Real Estate commission not to exceed 6%.
3. Mortgage pre-payment penalties.
4. Tax stamps.
5. Recording fees.
6. Title insurance.
D. Tax Gross Up
The Company will pay Employee an amount to provide a tax gross-up
for reimbursement of moving and other relocation expenses covered by this
Exhibit A.
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