Exhibit 10(g)
EMPLOYMENT AGREEMENT
Interstate General Company L.P. is a publicly traded limited
partnership. Its units are listed on the AMEX and the PSE. It is commonly
referred to as IGC. Its business consists of real estate development and
the ownership of rental properties, principally in St. Xxxxxxx, Maryland,
and Puerto Rico. It also has three corporate affiliates, American Family
Homes, Inc., Caribe Waste Technologies, Inc., and Interstate Waste
Technologies, Inc. These are commonly referred to as AFH, CWT and IWT,
respectively.
AFH builds single family homes on homeowner-owned land.
CWT is in the process of qualifying to build waste treatment
plants for municipal and other public authorities in Puerto Rico and on the
island of St. Maarten.
IWT is pursuing similar opportunities in the continental United
States.
Interstate General Management Corporation, a Delaware
corporation, is the managing general partner of IGC. It is commonly
referred to as IGMC.
Interstate Business Corporation, a Delaware corporation, is a
general partner of IGC. It is controlled by the Xxxxxx Family Partnership,
a Delaware limited partnership owned by Xxxxx X. Xxxxxx and his family.
Xx. Xxxxxx is the chairman and chief executive officer of IGC. Interstate
Business Corporation is commonly referred to as IBC.
Equus Gaming Company L.P. is a publicly traded limited
partnership. It is commonly referred to as Equus. Its units are traded on
NASDAQ Stock Market. Equus Management Company, a Delaware corporation, is
the general partner of Equus. It is commonly referred to as Equus
Management.
Xxxx Xxxxxxxxxx is an attorney who in his law practice has had
extensive experience representing public and private utilities worldwide
with regard to various aspects of permitting, financing and regulation.
This agreement provides the terms under which Xx. Xxxxxxxxxx will
be employed by IGC as its president and chief operating officer and as
chairman and chief executive officer of AFH, CWT and IWT for a term of four
years.
The obligations of IGC, AFH, CWT and IWT under this agreement are
guaranteed by IBC.
IGC is in the process of filing a preliminary prospectus with the
Securities and Exchange Commission preparatory to filing a registration
statement on SEC Form S-4 for the distribution of its principal real estate
properties to American Community Property Trust (ACPT), a Maryland real
estate trust, following which the stock of the trust will be distributed to
IGC's unitholders. American Community Property Trust is commonly referred
to as ACPT.
Pending the distribution of the ACPT stock to IGC's unitholders,
referred to as the ACPT distribution, Xx. Xxxxxxxxxx will serve as a vice
chairman of IGC. Immediately following the distribution of the ACPT stock,
Xx. Xxxxxxxxxx will become the president and chief operating officer of
IGC. At all times under this agreement Xx. Xxxxxxxxxx will serve as
chairman and chief executive officer of AFH, CWT and IWT. Xx. Xxxxxxxxxx'x
compensation will consist of salary and directors' fees, all as more fully
set forth below.
The terms used in this agreement are those identified above.
AGREEMENT
In consideration of the background statement and the mutual
undertakings of the parties hereinafter set forth, IGC AFH, IWT and CWT
(severally, not jointly), IBC and Xx. Xxxxxxxxxx agree as follows:
I. POSITION AND AUTHORITY
For the term of this agreement, Xx. Xxxxxxxxxx will serve as (i)
a director of IGMC, vice chairman of IGC until the ACPT distribution and
thereafter as president and chief operating officer of IGC, reporting to
the board of directors of IGMC, (ii) a director, chairman and chief
executive officer of AFH, reporting to the board of directors of AFH, (iii)
a director, chairman and chief executive officer of IWT, reporting to the
board of directors of IWT, (iv) a director, chairman and chief executive
officer of CWT, reporting to the board of directors of CWT, (v) a trustee
of any trust created to hold the common stock or common stock equivalent of
IWT and CWT, and (vi) a director of Equus Management.
II. TERM
The term of employment of Xx. Xxxxxxxxxx shall begin on the date
mutually agreed upon by Xx. Xxxxxxxxxx and IGC as memorialized by them in
writing as the Effective Date and shall continue through the fourth
anniversary of the Effective Date. Notwithstanding the foregoing, Xx.
Xxxxxxxxxx'x employment under this agreement may be terminated prior to the
fourth anniversary of the Effective Date if one or more of the following
occurs:
A. If Xx. Xxxxxxxxxx dies or becomes disabled (as defined
below), Xx. Xxxxxxxxxx'x employment shall terminate automatically upon his
date of death or disability. For purposes of this agreement, Xx.
Xxxxxxxxxx shall become disabled on such date as the board of directors of
IGMC or its successor, or, in lieu thereof, the board of directors of each
entity which then employs Xx. Xxxxxxxxxx under this agreement, determines
that Xx. Xxxxxxxxxx'x employment shall terminate due to a physical or
psychological disability or impairment which materially interferes with his
ability to discharge his duties under this agreement and which it
determines is likely to continue for a continuous period of not less than
90 days, provided also that Xx. Xxxxxxxxxx'x termination is not in
violation of the Americans with Disabilities Act or other applicable law.
B. Xx. Xxxxxxxxxx'x employment under this agreement may be
terminated for cause, which is hereby defined as (1) willful, reckless or
grossly negligent inattention to his duties under this agreement,
(2) unethical conduct, (3) repeated disregard of rules, policies and/or
regulations applicable to employees of IGC or one or more of its affiliates
identified in this agreement, (4) conviction of a felony or other crime
involving theft, fraud or moral turpitude, (5) failure or refusal by Xx.
Xxxxxxxxxx to perform his obligations under this agreement, and/or (6) any
act that is in violation of Xx. Xxxxxxxxxx'x fiduciary duties under this
agreement. The termination of Xx. Xxxxxxxxxx'x employment for cause shall
require a decision by the board of directors of IGMC or its successor, or,
in lieu thereof, by the board of directors of each entity which then
employs Xx. Xxxxxxxxxx under this agreement.
C. Xx. Xxxxxxxxxx may elect to terminate his employment under
this agreement prior to the end of the term of this agreement by notice of
termination given to each of his employers under this agreement at least
sixty (60) days prior to the effective date of termination. In addition,
the board of directors of IGMC or its successor, or, in lieu thereof, the
board of directors of each entity which then employs Xx. Xxxxxxxxxx under
this agreement may elect to terminate Xx. Xxxxxxxxxx'x employment in all
respects under this agreement prior to the end of the term of employment
without cause, in which event Xx. Xxxxxxxxxx will continue to receive his
compensation as provided in this agreement, payable ratably over the
remaining term of this agreement.
D. Except as provided in Paragraph C of this Section II in the
case of the termination of Xx. Xxxxxxxxxx'x employment by his employer(s)
without cause, upon termination of Xx. Xxxxxxxxxx'x employment hereunder,
regardless of the ground or basis therefor, all payment and benefit
obligations of such employer[s] hereunder shall cease, provided, however,
that Xx. Xxxxxxxxxx shall receive any accrued benefits to which he is
entitled according to the policies and procedures of IGC.
III. COMPANY RULES AND REGULATIONS
Xx. Xxxxxxxxxx shall comply with all directives of each entity by
which he is employed under this agreement and shall carry out to the best
of his ability such directives, policies and regulations. In the event of
a conflict between the terms of this agreement and such written rules,
policies and regulations, the terms of this agreement shall govern.
IV. LOCATION OF EMPLOYMENT
Xx. Xxxxxxxxxx shall have an executive office at the offices of
IGC and its affiliated companies, which is to be located in the Dulles,
Virginia area. Xx. Xxxxxxxxxx shall also have office facilities available
to him in IGC's offices in Puerto Rico where he is expected to perform
services under this agreement.
V. XX. XXXXXXXXXX TO DEVOTE FULL TIME TO DUTIES AND RESTRICTIONS ON
FUTURE SERVICES
A. Xx. Xxxxxxxxxx shall devote his full time and attention to
the performance of his duties under this agreement and for the term of this
agreement shall have no other employment and shall not render services to
any other person or firm.
B. During the term of this agreement, and for a period of three
years thereafter, without the written consent of the board of directors of
IGMC, or its successor, or, in lieu thereof, by the board of directors of
each entity by which Xx. Xxxxxxxxxx is then employed under this agreement,
Xx. Xxxxxxxxxx shall not disclose to any person any confidential
information obtained by him under this agreement; provided, however, that
confidential information shall not include any information known generally
to the public (other than as a result of unauthorized disclosures). Xx.
Xxxxxxxxxx shall be allowed to disclose confidential information to his
attorney solely for the purpose of ascertaining whether such information is
confidential within the intent of this agreement; provided, however, that
Xx. Xxxxxxxxxx (i) discloses to his attorney the provisions of this
subsection and (ii) agrees not to waive the attorney-client privilege with
respect thereto. Xx. Xxxxxxxxxx shall be permitted to disclose
confidential information acquired hereunder if such disclosure is required
by a court order or if such disclosure is to an authorized employee of any
employer under this agreement or any affiliate of such employer, provided,
however, that such disclosure is necessary or appropriate in connection
with the performance by Xx. Xxxxxxxxxx of his duties under this agreement.
C. While Xx. Xxxxxxxxxx is employed hereunder, he shall use his
best efforts to make available to his employers and their affiliates any
business opportunities that come to his attention or to the attention of
persons (other than natural persons) under his control.
D. While Xx. Xxxxxxxxxx is employed under this agreement and
for a period of two years thereafter (the "Non-Compete Period"), Xx.
Xxxxxxxxxx agrees that he shall not compete with any employer under this
agreement or any affiliate of any employer without the prior written
consent of the board of directors of IGMC, or its successor, or, in lieu
thereof, by the board of directors of each entity of which Xx. Xxxxxxxxxx
is then or was employed, as the case may be, under this agreement. For
purposes of this agreement, the term "compete" shall mean (i) participating
as a more than five (5%) percent stockholder, or as an officer, director,
employee, partner, agent, consultant, or in any other individual or
representative capacity (excluding as an attorney-at-law) in or with
respect to any business entity which owns, has a license to use, or uses
Thermoselect or Xxxxx technology or any technology used primarily in
connection with the conversion of solid waste into energy for purposes of
electric generation (collectively "Competing Business") within North
American and/or the Caribbean; or (ii) employing or soliciting for
employment any employees of any employer under this agreement; or (iii)
contacting, directly or indirectly, any potential customer regarding any
business relating to waste disposal, (A) to which any employer under this
agreement or its affiliate(s) made a proposal during the Term, (B) which
issued to any employer under this agreement, or disclosed to any such
employer, plans to issue, during the Term a request or proposal for
invitations for bids related to waste disposal facilities or, (C) about
which a prospective project was reported or advertised during the Term in
either of the trade publications The Resource Recovery Report or Sludge;
provided, however, that such contact is with respect to such potential
customer's activities within North American and/or the Caribbean. In the
event the restrictions against engaging in a competitive activity contained
in this subsection D shall be determined by any court of competent
jurisdiction to be unenforceable by reason of their extending for too great
a period or over too large a geographical area or by reason of their being
too extensive in any other respect, this subsection D shall be interpreted
to extend only for the maximum period for which it may be enforceable, the
maximum geographical area to which it may be enforceable and to the maximum
extent in other respects as may be enforceable, all as determined by such
court. Xx. Xxxxxxxxxx acknowledges that a breach of the restrictions
contained in this subsection D may cause irreparable injury to one or more
employers under this agreement, the amount of which may be difficult to
ascertain, and that remedies at law for such breach may be inadequate.
Accordingly, Xx. Xxxxxxxxxx and the employers under this agreement agree
that if Xx. Xxxxxxxxxx is found to have breached the restrictions contained
in this subsection D, any employer under this agreement or its affiliates
shall be entitled to equitable relief, including but not limited to
injunctive relief, without posting bond or other security.
VI. COMPENSATION
A. Xx. Xxxxxxxxxx shall receive an annual base salary of
$400,000 to be paid by one or more of the employers under this agreement
and annual directors' fees totalling $50,000 to be paid by one or more of
the employers under this agreement. The foregoing notwithstanding, the
portion of Xx. Xxxxxxxxxx'x salary and directors' fees to be paid jointly
by IGC and AFH (as long as IGC owns 50 percent or more of the stock of AFH)
shall not exceed $150,000 per year without the concurrence of a majority of
the independent directors of IGC. Such salary and directors' fee shall be
payable in accordance with the normal payment schedule for senior executive
employees and directors of each such employer.
B. Xx. Xxxxxxxxxx shall receive a financing bonus (a "Project
Financing Bonus") and a completion bonus (a "Project Completion Bonus") of
$25,000 and $75,000, respectively, per each processing line of
Thermoselect, Xxxxx or similar technology to be installed in a facility in
which any employer under this agreement or any affiliate of any such
employer has effective control ("Operating Affiliate") or a lesser equity
interest if it is determined by the board of directors of IGMC or its
successor, or, in lieu thereof, the board of directors of each entity which
then employs Xx. Xxxxxxxxxx under this agreement that such lesser equity
interest shall qualify for the payment of a Project Financing Bonus and/or
Project Completion Bonus. Xx. Xxxxxxxxxx shall be entitled to receive a
Project Financing Bonus upon closing by any employer under this agreement
or an Operating Affiliate of financing adequate to complete the related
project either during (i) the Term, or (ii) within three (3) years
following expiration or termination of the Term with respect to any
facility for which any employer under this agreement or any affiliate of
any such employer has presented a definitive proposal during the Term. Xx.
Xxxxxxxxxx shall be entitled to receive a Project Completion Bonus when
each processing line becomes operational and accepted by the customer
either during (i) the Term, or (ii) within three (3) years following the
expiration or termination of the Term with respect to any facility for
which any employer under this agreement or an Operating Affiliate has
presented a definitive proposal during the Term. Each Project Completion
Bonus shall become due and payable when each such processing line becomes
operational and accepted by the customer.
C. All payments required to be made by any employer under this
agreement to Xx. Xxxxxxxxxx or his estate or beneficiaries shall be subject
to the withholding of such amounts relating to taxes as each respective
employer may reasonably determine it should withhold pursuant to any
applicable law or regulation. In lieu of withholding such amounts, in
whole or in part, each respective employer may, in its sole discretion,
accept other provisions for payment of taxes and withholdings as required
by law, provided it is satisfied that all requirements of law affecting its
responsibilities to withhold compensation have been satisfied.
VII. ADDITIONAL BENEFITS
In addition to the compensation as defined above, Xx. Xxxxxxxxxx
shall be entitled to the following additional benefits:
A. Xx. Xxxxxxxxxx shall be eligible to participate in the
health plans and life and disability insurance programs available from time
to time to senior executive employees of each employer under this agreement
in accordance with the terms and provisions of such plans and programs.
B. Xx. Xxxxxxxxxx shall be eligible to participate in all other
employee benefits available from time to time to senior executive employees
of each employer under this agreement including provisions for a company-
paid vehicle, vacations, retirement plans, bonus plans and equity-based
incentive compensation plans in accordance with the terms and provisions of
such employee benefits.
VIII. EQUITY OWNERSHIP
A. IWT and CWT hereby transfer to Xx. Xxxxxxxxxx 70,000 shares
of the outstanding common stock or common stock equivalent of each of IWT
and CWT ("Founders' Shares"), the total number of all shares outstanding of
each of which companies shall initially be 1,000,000, provided, however,
that Xx. Xxxxxxxxxx shall forfeit (i) 100% of such Founders' Shares if Xx.
Xxxxxxxxxx terminates his employment or is terminated for any reason on or
before the First Anniversary of the Effective Date; (ii) 75% of such
Founders' Shares if Xx. Xxxxxxxxxx terminates his employment or is
terminated for any reason after the First Anniversary of the Effective Date
but on or prior to the Second Anniversary of the Effective Date; (iii) 50%
of such Founders' Shares if Xx. Xxxxxxxxxx terminates his employment or is
terminated for any reason after the Second Anniversary of the Effective
Date but on or prior to the Third Anniversary of the Effective Date, and
(iv) 25% of such Founders' Shares if Xx. Xxxxxxxxxx terminates his
employment or is terminated for any reason after the Third Anniversary of
the Effective Date but prior to the Fourth Anniversary of the Effective
Date; provided, further, that if Xx. Xxxxxxxxxx is terminated due to death
or Disability, IWT and CWT shall transfer to Xx. Xxxxxxxxxx or to his
beneficiaries, in addition to such Founder's Shares that Xx. Xxxxxxxxxx
would otherwise retain upon termination of his employment, 10,000 shares of
the outstanding common stock or common stock equivalent of each of IWT and
CWT, respectively. Beginning on the Effective Date, Xx. Xxxxxxxxxx shall
be entitled to all dividends paid and any voting rights in respect of the
Founders' Shares. Xx. Xxxxxxxxxx also shall be entitled to liquidation
proceeds, if any, with respect to such Founders' Shares as are not subject
to forfeiture pursuant to this Section VIII.A. Any Founders' Shares
transferred hereunder shall not be transferable if such Founders' Shares
are subject to forfeiture pursuant to this Section VIII.A. The foregoing
sentence shall not apply to a transfer that is part of a transaction
whereby substantially all of the assets or stock of IWT or CWT, as the case
may be, is sold or otherwise transferred to an unrelated third party,
unrelated meaning an entity not controlled by a party to this Agreement or
by Xxxxx X. Xxxxxx and/or his family. Any shares of CWT and/or IWT held in
trust for the benefit of the unitholders from time to time of IGC shall be
subject to a provision in the trust instrument requiring that at such time
as the Trustees determine that the economic performance of IWT or CWT is
sufficient to create a viable market for the common stock of such company,
the Trustees shall consider the advisability of distributing the shares of
such company then held in trust to IGC's unitholders. At such time as a
portion of the shares of IWT or CWT held by the Trust are sold, Xx.
Xxxxxxxxxx shall have the right to sell the same proportion of his shares
to the same purchaser(s) as are being sold by the trust and on the same
terms.
B. Xx. Xxxxxxxxxx hereby represents and warrants that he is
acquiring the Founders' Shares for investment for his own account and not
with a view to, or for resale in connection with, the distribution or other
disposition thereof. Xx. Xxxxxxxxxx agrees and acknowledges that he will
not, directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of any shares of the Founders' Shares
unless such transfer, sale, assignment, pledge, hypothecation or other
disposition (i) is pursuant to an effective registration statement under
the Securities Act of 1933 and the rules and regulations in effect
thereunder (the "Act") and under all applicable state securities laws, or
(ii) Xx. Xxxxxxxxxx shall have furnished the issuer with an opinion of
counsel, which opinion and counsel shall be satisfactory to the issuer, to
the effect that no such registration is required because of the
availability of an exemption from registration under the Act and under all
applicable state securities laws.
C. Xx. Xxxxxxxxxx acknowledges that he has been advised by the
each of IWT and CWT that (i) the Founders' Shares have not been registered
under the Act; (ii) the Founders' Shares must be held indefinitely and Xx.
Xxxxxxxxxx must continue to bear the economic risk of the investment in the
Founders' Shares unless the offer and sale of such shares is subsequently
registered under the Act and all applicable state securities laws or an
exemption from registration is available; (iii) it is not anticipated that
there will be any public market for the Founders' Shares in the foreseeable
future; (iv) Rule 144 promulgated under the Act is not presently available
with respect to the sales of any securities of IWT or CWT, and neither IWT
nor CWT has made a covenant to make such rule available; (v) when and if
the Founders' Shares may be disposed of without registration under the Act
in reliance on Rule 144, such disposition can be made only in limited
amounts in accordance with the terms and conditions of such Rule; (vi) if
the Rule 144 exemption is not available, public offer or sale without
registration will require the availability of an exemption under the Act;
(vii) a restrictive legend substantially in the form set forth in Paragraph
D of this Section VIII shall be placed on the certificates representing the
Founders' Shares; and (viii) a notation shall be made in the appropriate
records of each of IWT and CWT indicating that the Founders' Shares are
subject to restriction on transfer and, if the issuer shall at some time in
the future engage the services of a stock transfer agent, appropriate stop
transfer restrictions will be issued to such transfer agent with respect to
the Founders' Shares.
D. If any of the Founders' Shares are to be disposed of in
accordance with Rule 144 under the Act or otherwise, Xx. Xxxxxxxxxx shall
promptly notify the issuer of such Founders' Shares of the intended
disposition and shall deliver to the issuer at or prior to the time of such
disposition such documentation as the issuer may reasonably request in
connection with such disposition and, in the case of a disposition pursuant
to Rule 144, shall deliver to the issuer an executed copy of any notice on
Form 144 required to be filed with the Securities and Exchange Commission.
Xx. Xxxxxxxxxx agrees that, if any securities of IWT or CWT are offered to
the public pursuant to an effective registration statement under the Act,
Xx. Xxxxxxxxxx will not without the consent of the issuer effect any public
sale or distribution of the Founders' Shares not covered by such
registration statement within seven (7) days prior to, or within ninety
(90) days after, the effective date of such registration statement. Xx.
Xxxxxxxxxx is aware that the Founders' Shares shall bear a legend in
substantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS (THE
"LAWS"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT IT MAY BE TRANSFERRED IN COMPLIANCE
WITH THE ACT AND THE LAWS.
E. On each occasion, if any, following the Effective Date, that
either IWT or CWT contemplates filing with the SEC a registration statement
under the Act relating in whole or in part to the primary offer and sale of
shares of its common stock or common stock equivalent, other than a
registration statement which relates exclusively to the registration of
securities under an employee stock option, bonus, retirement or other
compensation plan or solely to the issuance of securities in connection
with a business acquisition or combination, IWT or CWT, as the case may be,
shall notify Xx. Xxxxxxxxxx in writing of its intention to do so at least
thirty (30) days prior to the filing of each such registration statement.
If Xx. Xxxxxxxxxx gives written notice to IWT or CWT, as the case may be,
within fifteen (15) days of receipt of such notice from IWT or CWT, as the
case may be, of Xx. Xxxxxxxxxx'x desire to have any of his Founders' Shares
included in such registration statement, then Xx. Xxxxxxxxxx may, subject
to the provisions of this Section VIII.E, have his Founders' Shares so
included. IWT or CWT, as the case may be, shall file any required
amendments of or supplements to any registration statement filed pursuant
to this Section VIII.E. IWT or CWT, as the case may be, shall bear all
expenses in connection with the registration statement. Notwithstanding
the foregoing, if the underwriter of any such offering determines that the
number of shares proposed to be sold by IWT or CWT, as the case may be
and/or by Xx. Xxxxxxxxxx is greater than the number of shares which the
underwriter believes feasible to sell at that time, at the price and upon
the terms approved by IWT or CWT, as the case may be, then the number of
shares which the underwriter believes may be sold shall be allocated in the
following order: (i) primary shares being offered by IWT or CWT, as the
case may be, and (ii) pro rata, between the Founders' Shares owned by Xx.
Xxxxxxxxxx and the shares of any other shareholder of IWT or CWT, as the
case may be, with rights generally similar to the rights provided to Xx.
Xxxxxxxxxx under this Section VIII.E.
IX. INDEMNIFICATION
IGC agrees to indemnify Xx. Xxxxxxxxxx, with respect to his
performance of his duties described herein, to the maximum extent permitted
by law, subject to the terms of the Third Amended and Restated Limited
Partnership Agreement of the Company. Each employer under this agreement
other than IGC agrees to indemnify Xx. Xxxxxxxxxx, with respect to his
respective duties for such employer, to the maximum extent permitted by
law.
X. ARBITRATION
A. Any dispute or controversy arising between Xx. Xxxxxxxxxx
and any employer(s) under this agreement relating to this agreement shall
be submitted to private, binding arbitration, upon the written request of
Xx. Xxxxxxxxxx or any employer(s), before one arbitrator, under the
administration of and in accordance with the Commercial Arbitration Rules
of the American Arbitration Association ("AAA"). In the event of such
dispute or controversy, the employer(s) and Xx. Xxxxxxxxxx shall mutually
select and identify an arbitrator. In the further event that the
employer(s) and Xx. Xxxxxxxxxx have not selected an arbitrator within 60
days of initiation of the arbitration, the AAA shall select an arbitrator.
The arbitrator shall have no power or authority to add to, subtract from,
or otherwise modify the terms of this agreement. A judgment based upon an
arbitration award may be entered in any court having jurisdiction thereof.
Any arbitration proceeding pursuant to this Section X shall be held in the
Washington, D.C. metropolitan area.
B. Notwithstanding the foregoing, any action brought by any
employer under this agreement seeking a temporary restraining order,
temporary and/or permanent injunction and/or a decree of specific
performance of the terms of this agreement may be brought in a court of
competent jurisdiction without the obligation to proceed first to
arbitration.
XI. ASSIGNABILITY AND BINDING EFFECT
Xx. Xxxxxxxxxx may not assign this agreement, or any obligation
or rights hereunder, to any other person or entity without the express
written consent of the board of directors of IGMC, or its successor, or, in
lieu thereof, by the board of directors of each entity which then employs
Xx. Xxxxxxxxxx under this agreement. This agreement shall be binding upon
Xx. Xxxxxxxxxx and his heirs, executors, administrators and successors.
XII. GOVERNING LAW
This agreement shall be governed by the laws of the State of
Delaware (excluding the choice-of-law rules thereof).
XIII. CAPTIONS
All captions contained in this agreement are for convenience only
and in no way define or describe the intent of the parties or specific
terms hereof.
XIV. SEVERABILITY
If any provision of this agreement shall to any extent be held
invalid or unenforceable, the remaining terms and provisions shall not be
affected thereby.
XV. ENTIRE AGREEMENT
This agreement contains the entire agreement among the parties
relating to the subject matter hereof. All prior negotiations or
stipulations concerning any matter which preceded or accompanied the
execution hereof are conclusively deemed to be superseded hereby.
No provision of this agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing signed by Xx. Xxxxxxxxxx and such officers or directors as may be
specifically designated by the board of directors of IGMC, or, in lieu
thereof, by the board of directors of each entity which then employs Xx.
Xxxxxxxxxx under this agreement.
XVI. NOTICES
For purposes of this agreement, notices and all other
communications provided for in this agreement shall be in writing,
addressed as follows, and shall be duly given when delivered, if given by
hand or facsimile transmission, or upon receipt, if given by United States
mail:
If to any employer:
c/o Interstate General Company L.P.
000 Xxxxxxxxx Xxxxxxx Xxxxxx
Xx. Xxxxxxx, Xxxxxxxx 00000
Attention: Chairman
If to Xxxx Xxxxxxxxxx:
Xx. Xxxx Xxxxxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
or to such other address and/or persons as any party may furnish to the
other(s) in writing in accordance herewith.
IN WITNESS WHEREOF, each party has executed this agreement on the
day and year first set forth below, and each party represents that it has
the capacity and authorization to execute this agreement.
INTERSTATE GENERAL COMPANY L.P.
BY: INTERSTATE GENERAL MANAGEMENT CORPORATION,
its managing general partner
/s/ Xxxxx X. Xxxxxx
Date: ----------------------------------------
By: Xxxxx X. Xxxxxx
President
AMERICAN FAMILY HOMES, INC.
/s/ J. Xxxxxxx Xxxxxx
Date: 3-11-98 ---------------------------------------
By:
Title: Chairman
INTERSTATE WASTE TECHNOLOGIES,INC.
/s/ J. Xxxxxxx Xxxxxx
Date: 3-11-98 ----------------------------------------
By:
Title: Vice President/Secretary
CARIBE WASTE TECHNOLOGIES, INC.
/s/ J. Xxxxxxx Xxxxxx
Date: 3-11-98 -----------------------------------------
By:
Title: Board Member/Trustee
/s/ Xxxx Xxxxxxxxxx
Date: 3-11-98 ---------------------------------------
Xxxx Xxxxxxxxxx
In order to induce Xxxx Xxxxxxxxxx to enter into this Employment Agreement,
Interstate Business Corporation, Inc., a Delaware corporation ("IBC"),
hereby unconditionally guarantees the performance of the obligations of
each of IGC, AFH, IWT and CWT under this Employment Agreement.
INTERSTATE BUSINESS CORPORATION
/s/ J. Xxxxxxx Xxxxxx
Date: 3-11-98 ________________________________
By: J. Xxxxxxx Xxxxxx
Title: President
