Exhibit 10.3
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AGREEMENT dated March 1, 2007, but effective as of December 31, 2006,
by and between MONEY CENTERS OF AMERICA, INC., a Delaware corporation with
offices 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxx, XX 00000 (the
"Company"), and Xxxxx X. Xxxxx, an individual presently residing at 0 Xxxxxxx
Xxxxxx, Xxxxxxx, XX 00000 ("Executive").
W I T N E S S E T H:
- - - - - - - - - - - - -
WHEREAS, Executive has been employed by the Company under an Employment
Agreement dated June 14, 2005; and
WHEREAS, the Company and Executive have agreed to amend and restate the
June 14, 2005 Employment Agreement to reflect the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth herein, the parties hereto, intending to be legally bound,
agree as follows:
1. Definitions. The following terms, when capitalized herein,
shall have the meanings set forth in this Section 1:
(a) "Change in Control" of the Company shall mean that any of the
following has occurred: (1) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) who did not own more than
ten percent (10%) of the issued and outstanding shares of the
capital stock of the Company on the date of this Agreement shall,
together with his, her or its "Affiliates" and "Associates" (as
such terms are defined in Rule 12b-2 promulgated under the
Exchange Act), become the "Beneficial Owner" (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company representing
fifty percent 50% or more of the combined voting power of the
Company's then outstanding securities (any such person being
hereinafter referred to as an "Acquiring Person"); (2) the
"Continuing Directors" shall cease to constitute a majority of
the Board ("Continuing Director" shall mean any person who is a
member of the Board, while such person is a member of the Board,
who is not an Acquiring Person, an Affiliate or Associate of an
Acquiring Person or a representative of an Acquiring Person or of
any such Affiliate or Associate and who (A) was a member of the
Board on the date hereof or (B) subsequently became a member of
the Board, upon the nomination or recommendation, or with the
approval of, a majority of the Continuing Directors); or (3)
there should occur (A) any consolidation or merger involving the
Company and the Company shall not be the continuing or surviving
corporation or the shares of the Company's capital stock shall be
converted into cash, securities or other property; provided,
however, that this subclause (A) shall not apply to any merger or
consolidation in which (I) the Company is the surviving
corporation and (II) the shareholders of the Company immediately
prior to the transaction have the same proportionate ownership of
the capital stock of the surviving corporation immediately after
the transaction; (B) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company; or (C) any
liquidation or dissolution of the Company.
(b) Executive: Xxxxx X. Xxxxx.
(c) ERISA: The Executive Retirement Income Security Act of 1974,
as amended.
(d) Good Cause: (i) The commission by Executive of an act or
course of conduct constituting fraud or dishonesty, or actions or
failures to act constituting gross negligence or willful neglect
of duties by Executive in the performance of his duties
hereunder, as to the Company or its affiliated companies or his
employment hereunder, including without limitation any breach of
the Company's Code of Ethics, (ii) conviction of, or entry of a
plea of guilty or nolo contendere to charges of, any felony or
other crime which has or may have a material adverse effect on
Executive's ability to carry out his duties under this Agreement
or on the reputation or business activities of the Company, or
any crime involving moral turpitude or dishonesty, whether or not
such crime relates to the Company or its affiliated companies or
his employment hereunder, or (iii) Executive's failure to comply
with a lawful, reasonable, material directive or policy of the
Company known by or communicated to him or otherwise to comply
with this Agreement in any material respect, if Executive does
not take action toward curing the failure within ten (10) days,
or if such failure is not cured within thirty (30) days, after
receipt by him of written notice of such breach containing
reasonable details concerning the nature of the breach; or (iv)
the commission by Executive of actions that are contrary to the
best interests of the Company or its subsidiaries and which would
be reasonably expected to have a material adverse effect on the
Company or its subsidiaries, if Executive does not take action
toward curing such actions within ten (10) days, or if such
actions are not cured within thirty (30) days, after receipt by
him of written notice thereof containing reasonable details
concerning the nature of the action.
(e) Termination with Good Reason: Termination by Executive of his
employment with the Company by written notice to the Company
stating that the Company has committed a material breach of this
Agreement or has failed to maintain a Directors' and Officers'
Insurance Policy of at least $1,000,000 covering Executive (and
providing details of such breach or failure sufficient to permit
the Company to determine the nature thereof) and that Executive's
employment is terminated effective thirty (30) days following
receipt by the Company of Executive's notice unless such breach
has been cured prior to the end of such thirty (30) day period.
(f) Term of this Agreement: The period of time commencing with
the day and year first above written and ending on the date on
which this Agreement (other than the paragraphs 9 through 11 and
14) terminates pursuant to Section 3 hereof.
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2. Employment. The Company hereby employs Executive as Chief
Financial Officer and Chief Operating Officer, and/or in such
other capacities and with such other titles consistent with such
offices as the Company's Chief Executive Officer shall from time
to time reasonably determine, and Executive hereby accepts such
employment, upon the terms and conditions set forth herein.
Notwithstanding the foregoing, the Company may appoint a Chief
Financial Officer having credentials and/or experience materially
superior to those of Executive, in which case Executive shall
retain the title of Vice President - Finance, and the provisions
of this Section shall be interpreted by reference to that title.
3. Term. Except as set forth below, the Term of this Agreement
will begin on the Effective Date and shall terminate on the
earlier of (i) Executive's death, (ii) that date specified in a
notice by the Company to Executive of the Company's termination
of Executive's employment, which date shall be no earlier than
thirty (30) days following the date Executive receives such
notice, or (ii) that date specified in a notice by Executive to
the Company of Executive's termination of his employment (which
date shall be no earlier than thirty (30) days following the date
the Company receives such notice, provided that upon receipt of
such notice the Company may elect to accelerate the effective
date of Executive's termination set forth therein to such earlier
date, not earlier than the date of the notice, selected by the
Company). Notwithstanding the foregoing, each of Sections 9
through 11 and 14 hereof shall continue in full force and effect
until the expiration (if any) thereof as set forth therein.
4. Basic Compensation. Executive shall receive an annual salary
of not less than One Hundred and Seventy Thousand Dollars
($170,000). Such annual salary will be payable in periodic
installments consistent with the Company's general payroll
practice, which will initially provide for semi-monthly payments.
Executive's annual salary shall be subject to no less than annual
review and adjustment by the Company's Board of Directors, but
shall in no event be less than One Hundred and Seventy Thousand
Dollars ($170,000) per year.
5. [Omitted]
6. Stock Options. Simultaneously with the execution of this
Agreement, the Company is granting Executive options (the
"Options") to purchase Five Hundred Thousand (500,000) shares of
the Company's Common Stock with an exercise price of $0.38 per
share. The Options will have a term of ten (10) years and be
exercisable as follows: (a) Two Hundred Fifty Thousand (250,000)
Options shall be exercisable immediately on July 1, 2007; and (b)
Two Hundred Fifty Thousand (250,000) Options shall be exercisable
on December 31, 2007, in each case provided that Executive is
employed by the Company on the date in question. Notwithstanding
the foregoing, all options shall be exercisable following a
Change in Control. These stock options will be issued under an
award agreement in the form attached as Exhibit "A" hereto
pursuant to the Amended and Restated 2003 Stock Incentive Plan
and will be registered on an S-8 Registration Statement filed
with the Securities and Exchange Commission.
7. Basic Fringe Benefits. During the term of this Agreement,
Executive will participate (or be entitled to participate) in the
health insurance, dental insurance, retirement, group life
insurance, long-term disability insurance and other benefits
plans maintained by the Company for the benefit of its employees
generally, as such benefit plans are in effect from time to time.
Executive also shall be entitled to reimbursement of his
reasonable business expenses from time to time in accordance with
the Company's general policy. Reasonable business expenses shall
include, but not be limited to, all fees and expenses for
continuing professional education courses and all fees and
expenses incurred to maintain Executive's active status as a
certified public accountant in the Commonwealth of Pennsylvania.
Executive agrees to maintain (and periodically submit to
appropriate personnel) such records and logs as may be required
by the Company with respect to such expense reimbursement. During
the Term of this Agreement, Executive shall be entitled to paid
vacation in accordance with the Company's general personnel
policies from time to time in effect.
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8. Extent and Nature of Services. Executive shall perform in the
capacities described in Section 2 as directed by the Chief
Executive Officer of the Company, and in so doing shall follow
all lawful directives of the Company's Chief Executive Officer.
Executive shall devote his time, attention, and energies to the
business of the Company, provided that, throughout the Term,
Executive shall expressly be permitted to actively pursue real
estate investment ventures for business and investment purposes,
through his ownership and operation of Home Cash Direct, LLC,
uSell Acquisitions, Inc., Sound Investment Holdings, LLC or
otherwise, and shall be permitted to invest his assets in any
form or manner as he chooses and shall be permitted to perform
civic or charitable service; but only so long as any such other
activities, investments or service do not pose a conflict of
interest with regard to his duties to the Company, its
subsidiaries or affiliates and do not interfere with his
performance of his duties hereunder. Executive will be furnished
with facilities and services commensurate with his position and
adequate for the performance of his duties.
9. Ownership and Disclosure of Information.
(a) Executive agrees that all Information (defined below) is
owned solely and absolutely by the Company; that Executive shall
have no right, title and interest in and to the Information; and
that Executive hereby irrevocably and absolutely assigns to the
Company any such rights, including any and all patent, trademark
or copyright rights, and any and all rights to Information not
yet developed. "Information" shall mean all documentation,
know-how and information relating to the Company's past, present
and future business which is unique to the Company, including
without limitation (i) specifications, information and know-how,
software (including, without limitation, the underlying concept
and production methodology of software, source code, object code
and documentation relating thereto), together with any upgrades,
revisions, modifications and any related materials, flowcharts,
problem reports, bug reports, and data dictionaries, (ii)
business methods, (iii) marketing strategies and plans, (iv)
financial information and/or projections, (v) operations manuals,
(vi) bulletins, directories and memoranda, (vii) data bases,
(viii) internal specifications and testing procedures, (ix) price
and fee lists, (x) suppliers, clients and customers and materials
relating to the Company's relationship with its suppliers,
clients and customers; (xi) information provided to the Company
by its clients and customers, (xii) medical records, (xiii) any
other confidential information which is not generally known to
the public, which if misused or disclosed, could have a
reasonable possibility of adversely affecting the business of the
Company, (xiv) any information provided to the Company under any
obligation of confidentiality to a third party, and (xv)
Developments (defined below).
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(b) Executive acknowledges that the Company shall be the sole
owner of all the results and proceeds of Executive's services
hereunder, including but not limited to, all patents, patent
applications, patent rights, formulas, copyrights, inventions,
developments, discoveries, other improvements, data,
documentation, drawings, charts, and other written, audio and/or
visual materials directly relating to equipment, methods,
products, processes, or programs used in connection with the
Company's existing business as of the date of this Agreement
(collectively, the "Developments") which Executive, alone or in
conjunction with any other person, may conceive, make, acquire,
acquire knowledge of, develop or create during the term of
Executive's employment hereunder, free and clear of any claims by
Executive (or any successor or assignee of him) of any kind or
character whatsoever other than Executive's right to compensation
hereunder. Executive acknowledges that all copyrightable
Developments shall be considered works made for hire under the
Federal Copyright Act. Executive hereby assigns and transfers his
right, title and interest in and to all such Developments, and
agrees that he shall, at the request of the Company, execute or
cooperate with the Company in any patent applications, execute
such assignments, certificates or other instruments, and do any
and all other acts, as the Board of Directors of the Company from
time to time reasonably deems necessary or desirable to evidence,
establish, maintain, perfect, protect, enforce or defend the
Company's right, title and interest in or to any such
Developments.
(c) Executive agrees and covenants that he shall promptly
disclose to the Company, and shall not disclose to any other
person, any and all Developments and Information developed by or
otherwise in the possession of Executive which would be useful to
the operations of the Company, all of which shall constitute
Information owned by the Company and subject to the terms of this
Agreement whether or not it has been disclosed to the Company.
10. Nondisclosure.
(a) Executive acknowledges that the Company possesses, and the
Information constitutes, distinctive methods and techniques of
doing business and that such methods and techniques are
considered confidential and trade secrets. Executive further
recognizes that disclosure of the Information, or of any
proprietary information provided to the Company by any client or
customer of the Company (referred to herein together with the
Information as "Confidential Information") would result in
substantial injury to the Company. Executive hereby agrees that
he will not copy, or remove from premises authorized by the
Company, any Confidential Information or other material related
to the operations of the Company or its clients or customers and
all such items shall remain at all times the sole property of the
Company or such clients or customers. Executive shall not at any
time directly or indirectly disclose any Confidential Information
to any person not directly affiliated with the Company. Executive
agrees that he shall not use, either directly or indirectly, at
any time, any Confidential Information other than in furtherance
of the interests of the Company. Executive further agrees that
the material disclosure or use of Information by a spouse or
member of the immediate family of Executive (whether or not
residing with Executive), or by any entity of which Executive or
any such family member is a proprietor, equity owner, creditor or
otherwise significant participant, shall be deemed a violation of
this Agreement. Upon termination of his employment, Executive
will promptly deliver to the Company all tangible materials and
objects containing Information (including all copies thereof,
whether prepared by Executive or others) which he may possess or
have under his control, and all Confidential Information in
computer memory, regardless of format, shall be erased and
Executive shall certify such erasure to the Company in writing.
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(b) Confidential Information shall not include information which
(a) was or becomes generally available to the public other than
as a result of disclosure by Executive to the public or any third
party in violation of this Agreement, (b) is required to be
disclosed by Executive by a governmental agency, court or law, so
long as Executive provides the disclosing party with written
notice of the required disclosure promptly upon receipt of notice
of the required disclosure, or (c) is deemed in writing by the
Company no longer to be Confidential Information.
11. Covenant Not to Compete.
(a) For a period beginning with the termination of Executive's
employment with the Company for any reason (except for
termination by Executive for Good Reason, subsequent to which
this Section 11 shall not apply), whether by Executive or by the
Company, and continuing until the expiration of twelve (12)
months from the date of termination, Executive covenants and
agrees that he will not:
(i) directly or indirectly solicit, entice or induce any
client or customer of the Company or its affiliates to
become a client or customer of any other person, firm or
corporation with respect to services then provided by the
Company or its affiliates or any provider of services to
cease doing business with the Company or its affiliates, and
Executive shall not approach any such person, firm or
corporation for such purpose or authorize or knowingly
approve the taking of such actions by any other person; or
(ii) solicit, entice or induce any person who presently is
or at any time during the term hereof shall be an employee
or agent of the Company to become employed or retained by
any other person, firm or corporation or to leave their
employment or relationship with the Company, and Executive
shall not approach any such employee for such purpose or
authorize or knowingly approve the taking of such actions by
any other person, or do any other act that may result in the
impairment of the relationship between any such employee or
agent and the Company. The foregoing shall not apply to
Xxxxxxx Brudeki, Xxxxxx Xxxxxxxx or any employee who has
been terminated by the Company.
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For purposes of this Section 11, Executive will be deemed to be directly or
indirectly engaged in such business or line of business if he is engaged, or if
he is actively negotiating or preparing to engage, in an endeavor or enterprise
as a proprietor, partner, joint venturer, stockholder, director, officer, lender
or other provider of financial assistance, manager, employee, consultant, or
agent, or if he otherwise controls such endeavor or enterprise. Nothing in the
foregoing shall prohibit Executive from engaging in any business that is not in
competition with the Company or its affiliates after termination of employment
with the Company, or investing in the securities of any corporation having
securities listed on a national securities exchange, provided that such
investment does not exceed 5% of any class of securities of any corporation
engaged in business in competition with the Company or its affiliates, and
provided that such ownership represents a passive investment and that neither
Executive nor any group of persons including him, in any way, either directly or
indirectly, manages or exercises control of any such corporation, guarantees any
of its financial obligations, otherwise takes any part in its business, other
than exercising his rights as a shareholder, or seeks to do any of the
foregoing.
(b) Executive represents (i) that his experience and capabilities
are such that the restrictions contained herein will not prevent
him from obtaining employment or otherwise earning a living at
the same general economic benefit as reasonably required by him
and (ii) that he has, prior to the execution of this Agreement,
reviewed this Agreement thoroughly with his legal counsel or has
knowingly waived the opportunity to do so.
(c) Executive acknowledges that the restrictions contained in
Sections 9, 10 and 11 are reasonable and necessary to protect the
legitimate business interests of the Company and that the Company
would not have entered into this Agreement in the absence of such
restrictions. By reason of the foregoing, Executive agrees that
if he violates any of the provisions of Sections 9, 10 or 11, the
Company would sustain irreparable harm and, therefore,
irrevocably and unconditionally (i) agrees that in addition to
any other remedies which the Company may have under this
Agreement or otherwise, all of which remedies shall be
cumulative, the Company shall be entitled to apply to any court
of competent jurisdiction for preliminary and permanent
injunctive relief and other equitable relief, (ii) that such
relief and any other claim by the Company pursuant hereto may be
brought in the United States District Court for the Eastern
District of Pennsylvania, or if such court does not have subject
matter jurisdiction or will not accept jurisdiction, in any court
of general jurisdiction in the Commonwealth of Pennsylvania;
(iii) consents to the non-exclusive jurisdiction of any such
court in any such suit, action or proceeding, and (iv) waives any
objection which Executive may have to the laying of venue of any
such suit, action or proceeding in any such court. Executive also
irrevocably and unconditionally consents to the service of any
process, pleadings, notices or other papers in a manner permitted
by the notice provisions hereof. In the event that any of the
provisions of Sections 9, 10 or 11 hereof should ever be
adjudicated to exceed the time, geographic, product or service,
or other limitations permitted by applicable law in any
jurisdiction, then such provisions shall be deemed reformed in
such jurisdiction to the maximum time, geographic, product or
service, other limitations permitted by applicable law.
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(d) Executive agrees that the Company may provide a copy of
Sections 9, 10 and 11 to any business or enterprise (i) which
Executive may directly or indirectly own, manage, operate,
finance, join, control or participate in the ownership,
management, operation, financing, or control of, or (ii) with
which he may be connected as an officer, director, employee,
partner, principal, agent, representative, consultant or
otherwise, or in connection with which he may use his name or
permit his name to be used; provided, however, that this
provision shall not apply as to Subsection (a) after expiration
of the time periods set forth therein or with respect to any
activities, entities or persons excluded by the terms hereof.
Executive will provide the names and addresses of any of such
persons or entities as the Company may from time to time
reasonably request.
(e) In the event of any breach or violation of the restriction
contained in Subsection (a) above, the period therein specified
shall xxxxx during the time of any violation thereof and that
portion remaining at the time of commencement of any violation
shall not begin to run until such violation has been fully and
finally cured.
(f) In the event any court of competent jurisdiction determines
that any of the foregoing provisions is unreasonable or contrary
to law with respect to their time or geographic restriction, or
both, the parties hereto authorize such court to substitute such
restrictions as it deems appropriate without invalidating this
Section 11 or this Agreement.
(g) Executive hereby acknowledges and agrees that the Company's
agreement to enter into this Agreement on the terms and
conditions set forth herein, and the basic compensation, annual
bonus and severance benefits, if any, to be paid to him
hereunder, individually constitutes good and valuable
consideration for the covenant set forth in Subsection (a) above.
12. Early Termination. In the event that Executive's employment
by the Company is terminated, Executive shall be entitled to
compensation and benefits as described in this Section 12.
(a) In the event the Company terminates Executive's employment
without Good Cause, or Executive effects a Termination with Good
Reason, all unvested Options held by Executive shall
automatically vest, and Executive will be entitled to payment of
accrued but unused vacation time through the termination date,
but Executive will have no further rights to compensation for any
period following the date of termination.
(b) In the event the Company terminates Executive's employment
without Good Cause, or of Executive's voluntary resignation,
within six (6) months following a Change in Control, then the
Company shall pay to Executive an amount equal to one (1) year's
annual salary, payable in accordance with the Company's normal
payroll practices.
(c) In the event the Company terminates Executive's employment
for Good Cause, then Executive will be entitled to no further
benefits under this Agreement, other than as described in
Subsection (e) below, and all rights of Executive to compensation
for any period following the date of termination shall terminate.
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(d) In the event of Executive's voluntary termination, other than
for Good Reason or as described in Subsection (b) above, or
termination upon death then Executive will be entitled to no
further benefits under this Agreement, other than as described in
Subsection (e) below, and all rights of Executive to compensation
for any period following the date of termination shall terminate.
(e) Upon termination of his employment, Executive shall be
entitled to any specified benefits to which he may be entitled
under any pension, insurance or welfare benefit plan of the
Company pursuant to the terms thereof, and to no other benefits
except as set forth above.
(f) The parties acknowledge that any severance benefits payable
to Executive under this Section 12 are a separately negotiated
benefit and are not intended to create a benefit plan or program
subject to ERISA.
13. Arbitration. To the extent permitted by applicable law, any
controversy or dispute arising out of, or relating to, this
Agreement, or any alleged breach hereof, shall be settled
exclusively by arbitration in Philadelphia, Pennsylvania, in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect, by an arbitration panel
of three (3) individuals acceptable to the parties hereto. In the
event that the parties cannot agree on three arbitrators within
twenty (20) days following receipt by one party of a demand for
arbitration from another party, then Executive and the Company
each shall designate one arbitrator and the two arbitrators
selected shall select the third arbitrator. The arbitration panel
so selected shall convene a hearing no later than thirty (30)
days following selection of the panel. The arbitration aware
shall be final and binding upon the parties, and judgment may be
entered and execution issued thereon in the any court of
competent jurisdiction. Each party shall be responsible for his,
her or its own expenses and professionals' fees incurred in
connection with any arbitration. This Paragraph shall not apply
to disputes arising under Section 11(c).
14. Miscellaneous.
(a) To the extent permitted by applicable law, the Company may
exercise a right of offset at any time and from time to time
against any amounts payable under this Agreement to the extent
Executive is indebted to the Company or any of its affiliated
companies.
(b) Executive hereby authorizes the Company to withhold from any
compensation payable hereunder, any amounts required to be
withheld under any federal, state or local law as a result of the
accrual by him of compensation during the term of this Agreement
(or any prior agreement superseded hereby).
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(c) Any notice required or permitted under this Agreement shall
be sufficient if it is in writing and shall be deemed given at
the time sent by certified mail, postage prepaid, with return
receipt requested, addressed as follows:
If to Executive:
Xxxxx X. Xxxxx
0 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
With a copy to:
Xxxxxx X. Xxxxx, Esquire
Xxxx Xxxxx LLP
Centre Square West
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
If to the Company:
Money Centers of America, Inc.
000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxx xx Xxxxxxx, XX 00000
Attention: President
With a copy to:
Xxxxxxxx X. Xxxxx, Esquire
Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP
000 X. Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Changes in the names and addresses may be effected at any time and from time to
time by notice similarly given.
(d) Failure by either party to this Agreement at any time or
times hereafter to require strict performance by the other party
of any of the provisions, terms, and conditions contained in this
Agreement shall not waive, affect, or diminish any right of the
first party at any time or times thereafter to demand strict
performance therewith and with respect to any other provisions,
terms, or conditions contained in this Agreement. Any waiver of
such provision, term, or condition shall not waive or affect any
other failure to perform a provision, term, or condition of this
Agreement, whether prior or subsequent thereto, and whether of
the same or a different type. None of the provisions, terms, or
conditions of this Agreement shall be deemed to have been waived
by any act or knowledge of a party hereto except by an instrument
in writing signed by that party and directed to the other party
specifying such waiver.
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(e) The invalidity or unenforceability of any provision of this
Agreement shall in no event affect the validity or enforceability
of any other provision.
(f) The provisions of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto, the successors
of the Company, and the heirs and assigns of Executive. There are
no third party beneficiaries of this Agreement.
(g) This Agreement and all exhibits hereto embody the entire
agreement between the parties with respect to the subject matter
hereof, and supersedes all prior agreements, contracts or
understandings with respect thereto.
(h) Wherever any words are used herein in the singular form, they
shall be construed as though they were used in the plural form,
as the context requires; and vice versa.
(i) All captions appearing in this Agreement are inserted for
convenience of reference only. They constitute no part of this
Agreement and are not to be considered in the construction
hereof.
(j) This Agreement may be executed in any number of counterparts,
each of which will be deemed one and the same instrument which
may be sufficiently evidenced by any one counterpart.
(k) Except to the extent preempted by federal law, the provisions
of this Agreement are to be construed, administered and enforced
in accordance with the domestic internal law (but not the law of
conflict of laws) of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
MONEY CENTERS OF AMERICA, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
/s/ Xxxxx X. Xxxxx
--------------------------
Xxxxx X. Xxxxx
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