EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 14th day of September 2004 by and between Getting Ready Corporation, a
Delaware corporation (hereinafter called the "Company"), and Xxxxxxx X. Xxxx
(hereinafter called the "Executive").
RECITALS
A. The Board of Directors of the Company (the "Board") desires to
assure the Company of the Executive's continued employment in an executive
capacity and to compensate him therefor.
B. The Board has determined that this Agreement will reinforce
and encourage the Executive's continued attention and dedication to the Company.
C. The Executive is willing to make his services available to the
Company on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:
1. Employment.
1.1 Employment and Term. The Company hereby agrees to
employ the Executive and the Executive hereby agrees to serve the Company, on
the terms and conditions set forth herein, for the period commencing on the date
that the Company's Registration Statement making them a public company is
declared effective by the SEC (the "Effective Date") and expiring three years
from the Effective Date (the "Initial Term") unless sooner terminated as
hereinafter set forth; provided, however, that commencing three years from the
Effective Date and each anniversary thereafter the Initial Term of this
Agreement shall automatically be extended for an additional year unless at least
ninety (90) days prior to such date the Company shall have delivered to the
Executive or the Executive shall have delivered to the Company written notice
that the term of the Executive's employment hereunder will not be extended.
1.2 Duties of Executive. The Executive shall serve as the
Chief Executive Officer of the Company. During the term of Employment, the
Executive shall diligently perform all services as may be reasonably assigned to
him by the Board, and shall exercise such power and authority as may from time
to time be delegated to him by the Board. The Executive shall be required to
report solely to, and shall be subject solely to the supervision and direction
of the Board at duly called meetings thereof, and no other person or group shall
be given authority to supervise or direct Executive in the performance of his
duties. In addition, the Executive shall regularly consult with the Board with
respect to the Company's business and affairs. The Executive shall devote
substantially all his working time and attention to the business and affairs of
the Company (excluding any vacation and sick leave to which the Executive is
entitled), render such services to the best of his ability, and use his
reasonable best efforts to promote the interests of the Company. It shall not be
a violation of this Agreement for the Executive to (A) serve on corporate, civic
or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions, and (C) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement.
1.3 Place of Performance. In connection with his
employment by the Company, the Executive shall be based at the Company's
principal executive offices except for travel reasonably necessary in connection
with the Company's business. The Company shall not, without the written consent
of the Executive, relocate or transfer its principal executive offices outside
the State of Florida, except for an office in the State of New Jersey.
2. Compensation.
2.1 Base Salary. Commencing on the effective date of this
Agreement, the Executive shall receive a base salary at the annual rate of not
less than $100,000 (the "Base Salary") during the term of this Agreement, with
such Base Salary payable in installments consistent with the Company's normal
payroll schedule, subject to applicable withholding and other taxes. The Base
Salary shall also be reviewed, at least annually, for merit increases and may,
by action and in the discretion of the Board, be increased at any time or from
time to time. The Base Salary shall also be increased at any time and from time
to time as shall be substantially consistent with increases in base salary
awarded in the ordinary course of business to other key executives of the
Company and its subsidiaries. The Base Salary, if increased, shall not
thereafter be decreased for any reason.
2.2 Incentive Compensation. The Executive shall be
entitled to receive bonus payments as follows: we have entered into three-year
employment agreement with each of our three executive officers, which will be
effective upon the effectiveness of this Registration Statement. If the
Company's revenues during year one exceed $1.1 million, the Executive will
receive a $25,000 bonus. If the Company's revenues during year two exceed $7.3
million, the Executive will receive a $75,000 bonus. If the Company's revenues
during year three exceed $17.6 million, the Executive will receive a $100,000
bonus.
2.3 Stock Options.
(a) The Executive will be entitled to
participate in the Company's stock option plan. The amount of options, vesting
schedules and exercise price will be determined by the Company's Board of
Directors in accordance with the Plan.
(b) Any Options granted to the Executive shall
become immediately exercisable upon any termination of Executive's employment
pursuant to Section 4.4 hereof, it being agreed that the Company shall cooperate
in good faith to afford the Executive the right to exercise the Option in full
immediately prior to any "Change in Control" (as hereinafter defined);
(c) The Company shall take all action reasonably
requested by the Executive to permit any "cashless" exercise of the Option that
is permitted under the Plan;
(d) Upon proper exercise of an Option, the
Executive shall be deemed for all purposes the owner of the shares of Common
Stock that are purchasable upon such exercise;
3. Expense Reimbursement and Other Benefits.
3.1 Expense Reimbursement. During the term of Executive's
employment hereunder, the Company, upon the submission of reasonable supporting
documentation by the Executive, shall reimburse the Executive for all reasonable
expenses actually paid or incurred by the Executive in the course of and
pursuant to the business of the Company, including expenses for travel and
entertainment.
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3.2 Incentive, Savings and Retirement Plans. During the
Initial Term, the Executive shall be entitled to participate in all incentive,
savings and retirement plans, practices, policies and programs applicable to
other key executives of the Company and its subsidiaries, in each case
comparable to those currently in effect or as subsequently amended. Such plans,
practices, policies and programs, in the aggregate, shall provide the Executive
with compensation, benefits and reward opportunities at least as favorable as
the most favorable of such compensation, benefits and reward opportunities
provided at any time hereafter with respect to other key executives.
3.3 Welfare Benefit Plans. During the Initial Term, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its subsidiaries
(including, without limitation, medical, prescription, dental, disability,
salary continuance, employee life, group life, accidental death and travel
accident insurance plans and programs), at least as favorable as the most
favorable of such plans, practices, policies and programs in effect at any time
hereafter with respect to other key executives.
3.4 Working Facilities. During the term of Executive's
employment hereunder, the Company shall furnish the Executive with an office, a
secretary and such other facilities and services suitable to his position and
adequate for the performance of his duties hereunder.
3.5 Automobile Allowance. During the Initial Term, the
Company shall provide Executive with a non-accountable automobile allowance of
$700 per month, which amount is intended to compensate Executive for wear and
tear and, in addition, reimburse the Executive for all costs of gasoline, oil,
repairs, maintenance, insurance and other expenses incurred by Executive by
reason of the use of Executive's automobile for Company business from time to
time.
3.6 Vacation. During the Initial Term, the Executive
shall be entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of the Company and its subsidiaries as in
effect at any time hereafter with respect to other key executives of the Company
and its subsidiaries; provided, however, that in no event shall Executive be
entitled to fewer than three weeks paid vacation per year.
4. Termination.
4.1 Termination for Cause. Notwithstanding anything
contained to the contrary in this Agreement, this Agreement may be terminated by
the Company for Cause. As used in this Agreement, "Cause" shall only mean (i) an
act or acts of personal dishonesty taken by the Executive and intended to result
in substantial personal enrichment of the Executive at the expense of the
Company, (ii) subject to the following sentences, repeated violation by the
Executive of the Executive's material obligations under this Agreement which are
demonstrably willful and deliberate on the Executive's part and which are not
remedied in a reasonable period of time after receipt of written notice from the
Company, or (iii) the conviction of the Executive for any criminal act which is
a felony. Upon any determination by the Company's Board of Directors that Cause
exists under clause (ii) of the preceding sentence, the Company shall cause a
special meeting of the Board to be called and held at a time mutually convenient
to the Board and Executive, but in no event later than ten (10) business days
after Executive's receipt of the notice contemplated by clause (ii). Executive
shall have the right to appear before such special meeting of the Board with
legal counsel of his choosing to refute any determination of Cause specified in
such notice, and any termination of Executive's employment by reason of such
Cause determination shall not be effective until Executive is afforded such
opportunity to appear. Any termination for Cause pursuant to clause (i) or (iii)
of the first sentence of this Section 4.1 shall be made in writing to Executive,
which notice shall set forth in detail all acts or omissions upon which the
Company is relying for such termination. Upon any termination pursuant to this
Section 4.1, the Executive shall be entitled to be paid his Base Salary to the
date of termination and the Company shall have no further liability hereunder
(other than for reimbursement for reasonable business expenses incurred prior to
the date of termination).
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4.2 Disability. Notwithstanding anything contained in
this Agreement to the contrary, the Company, by written notice to the Executive,
shall at all times have the right to terminate this Agreement, and the
Executive's employment hereunder, if the Executive shall, as the result of
mental or physical incapacity, illness or disability, fail to perform his duties
and responsibilities provided for herein for a period of more than one hundred
twenty (120) consecutive days in any 12-month period. Upon any termination
pursuant to this Section 4.2, the Executive shall be entitled to be paid his
Base Salary to the date of termination and the Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination).
4.3 Death. In the event of the death of the Executive
during the term of his employment hereunder, the Company shall pay to the estate
of the deceased Executive an amount equal to the sum of (x) any unpaid amounts
of his Base Salary to the date of his death, plus (y) six months of Base Salary,
and the Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of the
Executive's death).
4.4 Termination Without Cause. At any time the Company
shall have the right to terminate Executive's employment hereunder by written
notice to Executive; provided, however, that the Company shall (i) pay to
Executive any unpaid Base Salary accrued through the effective date of
termination specified in such notice, and (ii) pay to the Executive in a lump
sum, in cash within 30 days after the date of employment termination, an amount
equal to the product of (x) the sum of the Executive's then Base Salary plus the
amount of the highest annual bonus or other incentive compensation payment
theretofore made by the Company to the Executive, multiplied times (y) two. The
Company shall be deemed to have terminated the Executive's employment pursuant
to this Section 4.4 if such employment is terminated (i) by the Company without
Cause, or (ii) by the Executive voluntarily for "Good Reason." For purposes of
this Agreement, "Good Reason" means
(a) the assignment to the Executive of any
duties inconsistent in any respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 1.2 of this Agreement, or any other
action by the Company which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;
(b) any failure by the Company to comply with
any of the provisions of Section 2, Section 3, Section 7 or Section 17 of this
Agreement, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;
(c) the Company's requiring the Executive to be
based at any office or location other than Florida or New Jersey except for
travel reasonably required in the performance of the Executive's
responsibilities;
(d) any purported termination by the Company of
the Executive's employment otherwise than as expressly permitted by this
Agreement;
(e) any failure by the Company to comply with
and satisfy Section 10(c) of this Agreement; or
(f) any termination by the Executive for any
reason during the three-month period following the effective date of any "Change
in Control".
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For purposes of this Section 4.4, any good faith determination of "Good
Reason" made by the Executive shall be conclusive.
5. Change in Control. For purposes of this Agreement, a "Change
in Control" shall mean:
(a) The acquisition (other than by or from the Company),
at any time after the date hereof, by any person, entity or "group", within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50.1% or more of either the then
outstanding shares of common stock or the combined voting power of the Company's
then outstanding voting securities entitled to vote generally in the election of
directors; or
(b) All or any of the three (3) individuals who, as of
the date hereof, constitute the Board (as of the date hereof the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board (other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the directors of the Company, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
shall be, for purposes of this Agreement, considered as though such person were
a member of the Incumbent Board; or
(c) Approval by the shareholders of the Company of (A) a
reorganization, merger or consolidation with respect to which persons who were
the shareholders of the Company immediately prior to such reorganization, merger
or consolidation do not, immediately thereafter, own more than 75% of the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then outstanding voting
securities, (B) a liquidation or dissolution of the Company, or (C) the sale of
all or substantially all of the assets of the Company, unless the approved
reorganization, merger, consolidation, liquidation, dissolution or sale is
subsequently abandoned.
(d) The approval by the Board of the sale, distribution
and/or other transfer or action (and/or series of sales, distributions and/or
other transfers or actions from time to time or over a period of time), that
results in the Company's ownership of less than 50% of the Company's current
assets.
6. Restrictive Covenants.
6.1 Nondisclosure. During his employment and for twelve
(12) months thereafter, Executive shall not divulge, communicate, use to the
detriment of the Company or for the benefit of any other person or persons, or
misuse in any way, any Confidential Information (as hereinafter defined)
pertaining to the business of the Company. Any Confidential Information or data
now or hereafter acquired by the Executive with respect to the business of the
Company shall be deemed a valuable, special and unique asset of the Company that
is received by the Executive in confidence and as a fiduciary, and Executive
shall remain a fiduciary to the Company with respect to all of such information.
For purposes of this Agreement, "Confidential Information" means all material
information about the Company's business disclosed to the Executive or known by
the Executive as a consequence of or through his employment by the Company
(including information conceived, originated, discovered or developed by the
Executive) after the date hereof, and not generally known.
6.2 Nonsolicitation of Employees. While employed by the
Company and for a period of twelve (12) months thereafter, Executive shall not
directly or indirectly, for himself or for any other person, firm, corporation,
partnership, association or other entity, attempt to employ or enter into any
contractual arrangement with any employee or former employee of the Company,
unless such employee or former employee has not been employed by the Company for
a period in excess of six months.
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6.3 Injunction. It is recognized and hereby acknowledged
by the parties hereto that a breach by the Executive of any of the covenants
contained in Section 6.1, 6.2 or 6.3 of this Agreement will cause irreparable
harm and damage to the Company, the monetary amount of which may be virtually
impossible to ascertain. As a result, the Executive recognizes and hereby
acknowledges that the Company shall be entitled to an injunction from any court
of competent jurisdiction enjoining and restraining any violation of any or all
of the covenants contained in this Section 6 by the Executive or any of his
affiliates, associates, partners or agents, either directly or indirectly, and
that such right to injunction shall be cumulative and in addition to whatever
other remedies the Company may possess.
7. Other Matters.
7.1 Election of Executive as Director. For so long as the
Executive continues to serve as the Company's Chief Executive Officer, the
Company shall cause the nomination of the Executive as a director of the Company
at each shareholder meeting at which election of directors is considered and
otherwise use its best efforts to cause the election of the Executive as a
director of the Company.
8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
9. Notices: Any notice required or permitted to be given under
this Agreement shall be in writing and shall be sent by certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to the Company: Getting Ready Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxxx Xxxxxxx
With a copy to: Xxxxxxx X. Xxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
If to the Executive: Xxxxxxx X. Xxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
In either case, with Xxxxxxx, Savage, Kaplowitz, Wolf & Marcus, LLP
a copy to: 000 Xxxx 00xx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
or to such other addresses as either party hereto may from time to time give
notice of to the other in the aforesaid manner.
10. Successors.
(a) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.
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(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets which
assumes and agrees to perform this Agreement by operation of law or otherwise.
11. Severability. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and, in the event that any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall be declared invalid, this
Agreement shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted. If such invalidity is caused by length of time or size of
area, or both, the otherwise invalid provision will be considered to be reduced
to a period or area which would cure such invalidity.
12. Waivers. The waiver by either party hereto of a breach or
violation of any term or provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation.
13. Damages. Nothing contained herein shall be construed to
prevent the Company or the Executive from seeking and recovering from the other
damages sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement.
14. No Third Party Beneficiary. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer upon or give any
person (other than the parties hereto and, in the case of Executive, his heirs,
personal representative(s) and/or legal representative) any rights or remedies
under or by reason of this Agreement.
15. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement. The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest (regardless
of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to Section 16 of this
Agreement), plus in each case interest at the applicable Federal rate provided
for in Section 7872(f)(2) of the Code.
16. Certain Reduction of Payments by the Company.
(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive, whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would be nondeductible by the Company for
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Federal income tax purposes because of Section 280G of the Code, then the
aggregate present value of amounts payable or distributable to or for the
benefit of the Executive pursuant to this Agreement (such payments or
distributions pursuant to this Agreement are hereinafter referred to as
"Agreement Payments") shall be reduced to the Reduced Amount. The "Reduced
Amount" shall be an amount expressed in present value which maximizes the
aggregate present value of Agreement Payments without causing any Payment to be
nondeductible by the Company because of Section 280G of the Code. Anything to
the contrary notwithstanding, if the Reduced Amount is zero and it is determined
further that any Payment which is not an Agreement Payment would nevertheless be
nondeductible by the Company for Federal income tax purposes because of Section
280G of the Code, then the aggregate present value of Payments which are not
Agreement Payments shall also be reduced (but not below zero) to an amount
expressed in present value which maximizes the aggregate present value of
Payments without causing any Payment to be nondeductible by the Company because
of Section 280G of the Code. For purposes of this Section 16, present value
shall be determined in accordance with Section 280G(d)(4) of the Code. Any
amount which is not paid in the taxable year in which it was originally
scheduled to be paid as a result of the postponement thereof pursuant hereto
shall be payable in the next succeeding taxable year in which such payment will
not result in the disallowance of a deduction pursuant to either Section 162(m)
or 280G of the Code; provided, however, that all postponed payments shall be
placed in a Rabbi trust or similar vehicle for the benefit of the Executive in
such a way that the amounts so transferred are not taxable to such person or
deductible by the Company until payment from such vehicle to the Executive is
made. In the event a payment has been made to the Executive, but then disallowed
as a deduction by the Internal Revenue Service and return of the payment is
required into the trust, said payment to the Executive shall be treated as a
loan and said payment to the trust shall be treated as repayment of said loan.
The Company shall not pledge, hypothecate or otherwise encumber any amounts held
in the trust or other similar vehicle for the benefit of the Executive
hereunder.
(b) All determinations required to be made under this
Section 16 shall be made by a nationally or regionally recognized firm of
independent public accountants selected by the Executive and approved by the
Company, which approval shall not be unreasonably withheld or delayed (the
"Accounting Firm"), which shall provide (i) detailed supporting calculations
both to the Company and the Executive within twenty (20) business days of the
termination of Executive's employment or such earlier time as is requested by
the Company, and (ii) an opinion to the Executive that he has substantial
authority not to report any excise tax on his Federal income tax return with
respect to any Payments. Any such determination by the Accounting Firm shall be
binding upon the Company and the Executive. The Executive shall determine which
and how much of the Payments shall be eliminated or reduced consistent with the
requirements of this Section 16, provided that, if the Executive does not make
such determination within ten business days of the receipt of the calculations
made by the Accounting Firm, the Company shall elect which and how much of the
Payments shall be eliminated or reduced consistent with the requirements of this
Section 16 and shall notify the Executive promptly of such election. Within five
business days thereafter, the Company shall pay to or distribute to or for the
benefit of the Executive such amounts as are then due to the Executive under
this Agreement. All fees and expenses of the Accounting Firm incurred in
connection with the determinations contemplated by this Section 16 shall be
borne by the Company.
(c) As a result of the uncertainty in the application of
Section 280G of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Payments will have been made by
the Company which should not have been made ("Overpayment") or that additional
Payments which will not have been made by the Company could have been made
("Underpayment"), in each case, consistent with the calculations required to be
made hereunder. In the event that the Accounting Firm, based upon the assertion
of a deficiency by the Internal Revenue Service against the Executive which the
Accounting Firm believes has a high probability of success, determines that an
Overpayment has been made, any such Overpayment paid or distributed by the
Company to or for the benefit of the Executive shall be treated for all purposes
as a loan ab initio to the Executive which the Executive shall repay to the
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Company together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code; provided, however, that no such loan shall be
deemed to have been made and no amount shall be payable by the Employee to the
Company if and to the extent such deemed loan and payment would not either
reduce the amount on which the Executive is subject to tax under Section 1 and
Section 4999 of the Code or generate a refund of such taxes. In the event that
the Accounting Firm, based upon controlling precedent or other substantial
authority, determines that an Underpayment has occurred, any such Underpayment
shall be promptly paid by the Company to or for the benefit of the Executive
together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code.
17. Reimbursement of Legal Expenses. The Company shall promptly
reimburse Executive for all reasonable legal fees incurred by Executive in
connection with the preparation, negotiation and execution of this Agreement and
ancillary documents.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
GETTING READY CORPORATION
By:______________________________
Xx. Xxxxxxxx Xxxxxxx, Director
EMPLOYEE
By:______________________________
Xxxxxxx X. Xxxx
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