Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into this 30 day of June, 1999 by and between OmniLynx
Communications Corporation, a Delaware corporation having its principal
executive office at 000 Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter
referred to as the "Company"), and Xxxxxx Xxxxxxx (hereinafter referred to as
the "Employee").
W I T N E S S E T H:
WHEREAS, Employee desires to serve the Company as its Chief Executive
Officer; and
WHEREAS, the parties desire to provide that the Employee be employed
by the Company under the terms of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Employee hereby agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
have the meanings prescribed below:
ANNUAL BONUS shall have the meaning assigned thereto in Section 4.2
hereof.
BASE SALARY shall have the meaning assigned thereto in Section 4.1
hereof.
CAUSE shall have the meaning assigned thereto in Section 5.3 hereof.
CODE means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated by the Internal Revenue Service thereunder,
all as in effect from time to time during the Employment Period.
COMMON STOCK means the Company's common stock, par value $.0001 per
share.
COMPANY means OmniLynx Communications Corporation, a Delaware
corporation, the principal executive office of which is located at 000
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
CONFIDENTIAL INFORMATION shall have the meaning assigned thereto in
Section 8.2 hereof.
DATE OF TERMINATION means the earliest to occur of (i) the date of the
Employee's death, (ii) the date on which the Employee terminates this
Agreement for any reason or (iii) the date of
receipt of the Notice of Termination, or such later date as may be prescribed
in the Notice of Termination in accordance with Section 5.6 hereof.
DISABILITY means an illness or other disability which prevents the
Employee from discharging his responsibilities under this Agreement for a
period of 180 consecutive calendar days, or an aggregate of 180 calendar days
in any calendar year, during the Employment Period, all as determined in good
faith by the Board of Directors of the Company.
EFFECTIVE DATE means the date upon which the stock of the Company is
issued and sold pursuant to a registration statement filed under the
Securities Act of 1933, as amended.
EMPLOYEE means Xxxxxx Xxxxxxx, an individual who resides at 00 Xxxxxx
Xxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000.
EMPLOYMENT PERIOD shall have the meaning assigned thereto in Section 3
hereof.
EXCHANGE ACT means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Securities and Exchange
Commission thereunder, all as in effect from time to time during the
Employment Period.
NOTICE OF TERMINATION shall have the meaning assigned thereto in
Section 5.6 hereof.
SUBSIDIARY, when used with respect to any such entity, shall mean any
corporation or other business entity a majority of whose outstanding voting
stock or the equivalent entitled to vote for the election of directors is at
the time owned by such entity and/or one or more of its subsidiaries.
WITHOUT CAUSE shall have the meaning assigned thereto in Section 5.4
hereof.
2. GENERAL DUTIES OF COMPANY AND EMPLOYEE.
2.1 The Company agrees to employ the Employee, and the Employee
agrees to accept employment by the Company and to serve the Company as its
Chief Executive Officer. The authority, duties and responsibilities of the
Employee shall include those duties of Chief Executive Officer as specified
in the Bylaws of the Company as in effect on the date hereof, and such other
or additional duties as may from time to time be assigned to the Employee by
the Board of Directors. While employed hereunder, the Employee shall devote
his full time and attention during normal business hours to the affairs of
the Company and use his best efforts to perform faithfully and efficiently
his duties and responsibilities. The Employee may (i) serve on corporate,
civic or charitable boards or committees provided that (A) such boards or
committees do not control or advise business entities that compete with the
Company and (B) all such services are promptly disclosed in writing to the
Board of Directors, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (iii) manage personal investments, so
long as such activities do not materially interfere with the performance of
the Employee's duties and responsibilities.
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2.2 The Employee agrees and acknowledges that he owes a fiduciary
duty of loyalty, fidelity and allegiance to act at all times in the best
interests of the Company and to do no act and to make no statement, oral or
written, which would injure the Company's business, its interests or its
reputation.
2.3 The Employee agrees to comply at all times with all applicable
policies, rules and regulations of the Company, including, without
limitation, the Company's Code of Ethics and the Company's policy regarding
trading in the Common Stock, as each is in effect from time to time during
the Employment Period.
3. TERM. Unless sooner terminated pursuant to other provisions hereof,
the Employee's period of employment under this Agreement shall be the period
beginning on the Effective Date and ending on the third anniversary thereof.
The period of time beginning on the Effective Date and ending on the third
anniversary thereof (notwithstanding termination of this Agreement prior to
the end of such period pursuant to other provisions hereof) is referred to
elsewhere herein as the "Employment Period."
4. COMPENSATION AND BENEFITS.
4.1 BASE SALARY. As compensation for services to the Company, the
Company shall pay to the Employee until the Date of Termination an annual
base salary of $150,000 (the "Base Salary"). The Base Salary shall be
payable in equal semi-monthly installments or in accordance with the
Company's established policy, subject only to such payroll and withholding
deductions as may be required by law and other deductions applied generally
to employees of the Company for insurance and other employee benefit plans.
4.2 ANNUAL BONUS. The Company will pay Employee an annual bonus
("Annual Bonus") to be determined by the Board of Directors in its sole
discretion. The Annual Bonus shall be payable at a time to be determined by
the Board of Directors in its sole discretion.
4.3 VACATION. Until the Date of Termination, the Employee shall be
entitled to vacation as determined by the Company's vacation policy for its
executive officers as in effect from time to time.
4.4 INCENTIVE, SAVINGS AND RETIREMENT PLANS. Until the Date of
Termination, the Employee shall be eligible to participate in and shall
receive all benefits under all executive incentive, savings and retirement
plans (including 401(k) plans) and programs currently maintained or
hereinafter established by the Company for the benefit of its executive
officers and/or employees.
4.5 WELFARE BENEFIT PLANS. Until the Date of Termination, the
Employee and/or the Employee's family, as the case may be, shall be eligible
to participate in and shall receive all benefits under each welfare benefit
plan of the Company currently maintained or hereinafter established by the
Company for the benefit of its employees. Such welfare benefit plans may
include, without limitation, medical, dental, disability, group life,
accidental death and travel accident insurance plans and programs.
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4.6 REIMBURSEMENT OF EXPENSES. The Employee may from time to time
until the Date of Termination incur various business expenses customarily
incurred by persons holding positions of like responsibility, including,
without limitation, travel, entertainment and similar expenses incurred for
the benefit of the Company. Subject to the Company's policy regarding the
reimbursement of such expenses as in effect from time to time during the
Employment Period, the Company shall reimburse the Employee for such expenses
from time to time, at the Employee's request, and the Employee shall account
to the Company for all such expenses.
4.7 STOCK OPTIONS. The Board of Directors, in its sole discretion,
may grant to the Employee options to acquire shares of Common Stock with such
terms and conditions as determined by the Board of Directors in its sole
discretion.
5. TERMINATION.
5.1 DEATH. This Agreement shall terminate automatically upon the
death of the Employee.
5.2 DISABILITY. The Company may terminate this Agreement, upon
written notice to the Employee delivered in accordance with Sections 5.6 and
12.1 hereof, upon the Disability of the Employee.
5.3 CAUSE. The Company may terminate the Employee's employment
hereunder for Cause. For purposes of this Agreement, the Company shall have
"Cause" to terminate the Employee's employment under upon (A) breach of this
Agreement by the Employee, (B) the willful failure by the Employee to
substantially perform his duties hereunder (other than any such failure
resulting from the Employee's incapacity due to physical or mental illness)
or failure to follow the specific reasonable directives of the Board of
Directors, after demand for substantial performance that specifically
identifies the manner in which the Company believes the Employee has not
substantially performed his duties is delivered to the Employee by the
Company, or (C) the willful engaging by the Employee in misconduct which is
materially injurious to the Company, monetarily or otherwise. For purposes
of this paragraph, no act, or failure to act, on the Employee's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in the
best interest of the Company. Notwithstanding the foregoing, the Employee
shall not be deemed to have been terminated for Cause without (i) 15 days
notice to the Employee setting forth the reasons for the Company's intention
to terminate for Cause and (ii) delivery to the Employee of a Notice of
Termination as defined in Section 5.6 hereof, from the Board of Directors
finding that, in the good faith opinion of the Board of Directors, the
Employee was guilty of conduct set forth above in clause (B) of this Section
5.3 and specifying the particulars thereof in detail.
5.4 WITHOUT CAUSE. The Company may terminate this Agreement
Without Cause, upon written notice to the Employee delivered in accordance
with Sections 5.6 and 12.1 hereof. For purposes of this Agreement, the
Employee will be deemed to have been terminated "Without Cause" if the
Employee is terminated by the Company for any reason other than Cause,
Disability of the Employee or death of the Employee.
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5.5 BY THE EMPLOYEE. The Employee may terminate this Agreement for
any reason, upon written notice to the Company delivered in accordance with
Sections 5.6 and 12.1 hereof.
5.6 NOTICE OF TERMINATION. Any termination of this Agreement by
the Company for Cause, Without Cause or as a result of the Disability of the
Employee, or by the Employee for any reason, shall be communicated by Notice
of Termination to the other party hereto given in accordance with this
Agreement. For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provision so indicated and (iii) specifies the
termination date, if such date is other than the date of receipt of such
notice (which termination date shall not be more than 15 days after the
giving of such notice).
6. OBLIGATIONS OF COMPANY UPON TERMINATION.
6.1 CAUSE; BY EMPLOYEE; DISABILITY. If this Agreement shall be
terminated (i) by the Company for Cause or Death or Disability of the
Employee or (ii) by the Employee for any reason:
6.1.1 the Company shall pay to the Employee or his estate, in a
lump sum in cash within 30 days after the Date of Termination, the
aggregate of the following amounts:
(i) if not theretofore paid, the Base Salary through the
Date of Termination; and
(ii) in the case of compensation previously deferred by
the Employee, all amounts of such compensation previously deferred
and not yet paid by the Company; and
6.1.2 the Company shall, promptly upon submission by the Employee
of supporting documentation, pay or reimburse to the Employee any costs
and expenses paid or incurred by the Employee prior to the Date of
Termination which would have been payable under Section 4.6 hereof if the
Employee's employment had not terminated.
6.2 WITHOUT CAUSE. If this Agreement shall be terminated by the
Company Without Cause:
6.2.1 the Company shall pay to the Employee, in a lump sum in
cash within 30 days after the Date of Termination, the aggregate of the
following amounts:
(i) if not theretofore paid, the Base Salary through the
Date of Termination; and
(ii) in the case of compensation previously deferred by
the Employee, all amounts of such compensation previously deferred
and not yet paid by the Company;
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6.2.2 the Company shall, promptly upon submission by the Employee
of supporting documentation, pay or reimburse to the Employee any costs
and expenses paid or incurred by the Employee prior to the Date of
Termination which would have been payable under Section 4.6 hereof if the
Employee's employment had not terminated;
6.2.3 for a period of 6 months after the Date of Termination, the
Company shall continue benefits to the Employee and/or the Employee's
family at least equal to those which would have been provided to them
under Section 4.5 hereof if the Employee's employment had not been
terminated; and
6.2.4 the Company shall pay to the Employee, in equal
semi-monthly installments, the Base Salary for a period of 6 months after
the Date of Termination.
7. EMPLOYEE'S OBLIGATION TO AVOID CONFLICTS OF INTEREST. The Employee
hereby acknowledges that the Company will adopt a Code of Ethics and a
conflicts of interest policy which will apply to all of the Company's
executive officers and the Employee agrees to abide by the same. Failure of
the Employee to abide by such policy shall constitute Cause as defined in
Section 5.3 of this Agreement.
8. EMPLOYEE'S CONFIDENTIALITY OBLIGATION.
8.1 The Employee hereby acknowledges, understands and agrees that
all Confidential Information is the exclusive and confidential property of
the Company and its Subsidiaries which shall at all times be regarded,
treated and protected as such in accordance with this Section 8. The
Employee acknowledges that all such Confidential Information is in the nature
of a trade secret.
8.2 For purposes of this Agreement, "Confidential Information"
means information which is used in the business of the Company or its
Subsidiaries and (i) is proprietary to or created by the Company or its
Subsidiaries, (ii) gives the Company or its Subsidiaries some competitive
business advantage or the opportunity of obtaining such advantage or the
disclosure of which could be detrimental to the interests of the Company or
its Subsidiaries, (iii) is designated as Confidential Information by the
Company or its Subsidiaries, is known by the Employee to be considered
confidential by the Company or its Subsidiaries, or from all the relevant
circumstances should reasonably be assumed by the Employee to be confidential
and proprietary to the Company or its Subsidiaries, or (iv) is not generally
known by non-Company personnel; PROVIDED, HOWEVER, that the term
"Confidential Information" shall not include information which is in the
public domain through no fault of the Employee or any person acting on his
behalf. Such Confidential Information includes, without limitation, the
following types of information and other information of a similar nature
(whether or not reduced to writing or designated as confidential):
8.2.1 Internal personnel and financial information of the
Company or its Subsidiaries, vendor information (including vendor
characteristics, services, prices, lists and agreements), purchasing and
internal cost information, internal service and operational manuals, and the
manner and methods of conducting the business of the Company or its
Subsidiaries;
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8.2.2 Marketing and development plans, price and cost data,
price and fee amounts, pricing and billing policies, quoting procedures,
marketing techniques, forecasts and forecast assumptions and volumes, and
future plans and potential strategies (including, without limitation, all
information relating to any acquisition prospect and the identity of any key
contact within the organization of any acquisition prospect) of the Company
or its Subsidiaries which have been or are being discussed;
8.2.3 Names of customers and their representatives, contracts
(including their contents and parties), customer services, and the type,
quantity, specifications and content of products and services purchased,
leased, licensed or received by customers of the Company or its Subsidiaries;
and
8.2.4 Confidential and proprietary information provided to the
Company or its Subsidiaries by any actual or potential customer, government
agency or other third party (including businesses, consultants and other
entities and individuals).
8.3 As a consequence of the Employee's acquisition or anticipated
acquisition of Confidential Information, the Employee shall occupy a position
of trust and confidence with respect to the affairs and business of the
Company and its Subsidiaries. In view of the foregoing and of the
consideration to be provided to the Employee, the Employee agrees that it is
reasonable and necessary that the Employee make each of the following
covenants:
8.3.1 Until the Date of Termination and for a period of three
years thereafter, the Employee shall not disclose Confidential Information to
any person or entity, either inside or outside of the Company, other than as
necessary in carrying out his duties and responsibilities as set forth in
Section 2 hereof, without first obtaining the Company's prior written consent
(unless such disclosure is compelled pursuant to court orders or subpoena,
and at which time the Employee shall give notice of such proceedings to the
Company).
8.3.2 Until the Date of Termination and for a period of three
years thereafter, the Employee shall not use, copy or transfer Confidential
Information other than as necessary in carrying out his duties and
responsibilities as set forth in Section 2 hereof, without first obtaining
the Company's prior written consent.
8.3.3 On the Date of Termination, the Employee shall promptly
deliver to the Company (or its designee) or destroy all written materials,
records and documents made by the Employee or which came into his possession
on or before the Date of Termination (even if prior to the date hereof)
concerning the business or affairs of the Company or its Subsidiaries,
including, without limitation, all materials containing Confidential
Information.
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9. DISCLOSURE OF INFORMATION, IDEAS, CONCEPTS, IMPROVEMENTS, DISCOVERIES
AND INVENTIONS. As part of the Employee's fiduciary duties to the Company,
the Employee agrees that during his employment by the Company and for a
period of three years following the Date of Termination, the Employee shall
promptly disclose in writing to the Company all information, ideas, concepts,
improvements, discoveries and inventions, whether patentable or not, and
whether or not reduced to practice, which are conceived, developed, made or
acquired by the Employee, either individually or jointly with others, and
which relate to the business, products or services of the Company or its
Subsidiaries, irrespective of whether the Employee used the Company's time or
facilities and irrespective of whether such information, idea, concept,
improvement, discovery or invention was conceived, developed, discovered or
acquired by the Employee on the job, at home, or elsewhere. This obligation
extends to all types of information, ideas and concepts, including
information, ideas and concepts relating to new types of services, corporate
opportunities, acquisition prospects, the identity of key representatives
within acquisition prospect organizations, prospective names or service marks
for the Company's business activities, and the like.
10. OWNERSHIP OF INFORMATION, IDEAS, CONCEPTS, IMPROVEMENTS, DISCOVERIES AND
INVENTIONS, AND ALL ORIGINAL WORKS OF AUTHORSHIP.
10.1 All information, ideas, concepts, improvements, discoveries and
inventions, whether patentable or not, which are conceived, made, developed
or acquired by the Employee or which are disclosed or made known to the
Employee, individually or in conjunction with others, during the Employee's
employment by the Company and which relate to the business, products or
services of the Company or its Subsidiaries (including, without limitation,
all such information relating to corporate opportunities, research, financial
and sales data, pricing and trading terms, evaluations, opinions,
interpretations, acquisition prospects, the identity of customers or their
requirements, the identity of key contacts within the customers'
organizations or within the organization of acquisition prospects, marketing
and merchandising techniques, and prospective names and service marks) are
and shall be the sole and exclusive property of the Company. Furthermore,
all drawings, memoranda, notes, records, files, correspondence, manuals,
models, specifications, computer programs, maps and all other writings or
materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries and inventions are and shall be the sole and
exclusive property of the Company.
10.2 In particular, the Employee hereby specifically sells, assigns,
transfers and conveys to the Company all of his worldwide right, title and
interest in and to all such information, ideas, concepts, improvements,
discoveries or inventions, and any United States or foreign applications for
patents, inventor's certificates or other industrial rights which may be
filed in respect thereof, including divisions, continuations,
continuations-in-part, reissues and/or extensions thereof, and applications
for registration of such names and service marks. The Employee shall assist
the Company and its nominee at all times, until the Date of Termination and
at all times thereafter, in the protection of such information, ideas,
concepts, improvements, discoveries or inventions, both in the United States
and all foreign countries, which assistance shall include, but shall not be
limited to, the execution of all lawful oaths and all assignment documents
requested by the Company or its nominee in connection with the preparation,
prosecution, issuance or enforcement of any applications for United States or
foreign letters patent, including divisions, continuations,
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continuations-in-part, reissues and/or extensions thereof, and any
application for the registration of such names and service marks.
10.3 In the event the Employee creates, during the Employee's
employment by the Company, any original work of authorship fixed in any
tangible medium of expression which is the subject matter of copyright (such
as, videotapes, written presentations on acquisitions, computer programs,
drawings, maps, architectural renditions, models, manuals, brochures or the
like) relating to the Company's business, products or services, whether such
work is created solely by the Employee or jointly with others, the Company
shall be deemed the author of such work if the work is prepared by the
Employee within the scope of his employment; or, if the work is not prepared
by the Employee within the scope of his employment but is specially ordered
by the Company as a contribution to a collective work, as a part of a motion
picture or other audiovisual work, as a translation, as a supplementary work,
as a compilation or as an instructional text, then the work shall be
considered to be a work made for hire, and the Company shall be the author of
such work. The Employee agrees to assist the Company and its Subsidiaries,
at all times, until the Date of Termination and at all times thereafter, in
the protection of the Company's worldwide right, title and interest in and to
such work and all rights of copyright therein, which assistance shall
include, but shall not be limited to, the execution of all documents
requested by the Company or its nominee and the execution of all lawful oaths
and applications for registration of copyright in the United States and
foreign countries.
11. EMPLOYEE'S NON-COMPETITION OBLIGATION.
11.1 Until the Date of Termination, and for a period of one year
thereafter, the Employee shall not, acting alone or in conjunction with
others, directly or indirectly, in any of the business territories in which
the Company or any of its Subsidiaries is as of the Date of Termination
conducting business, invest or engage, directly or indirectly, in any
business which is competitive with that of the Company as of the Date of
Termination or accept employment with or render services to such a competitor
as a director, officer, agent, employee or consultant, or take any action
inconsistent with the fiduciary relationship of an employee to his employer;
provided, however, that the beneficial ownership by the Employee of up to
three percent of the voting stock of any corporation subject to the periodic
reporting requirements of the Exchange Act shall not violate this Section
11.1.
11.2 In addition to the other obligations agreed to by the Employee
in this Agreement, the Employee agrees that until the Date of Termination,
and for a period of one year thereafter, he shall not at any time, directly
or indirectly, (i) induce, entice or solicit any employee of the Company to
leave his employment, (ii) contact, communicate or solicit any customer or
acquisition prospect of the Company derived from any customer list, customer
lead, mail, printed matter or other information secured from the Company or
its present or past employees or (iii) in any other manner use any customer
lists or customer leads, mail, telephone numbers, printed material or other
information of the Company relating thereto.
11.3 The parties hereto acknowledge and agree that (i) the
agreements and covenants set forth in this Section 11 are being made for good
and valuable consideration, the receipt and
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sufficiency of which is acknowledged; (ii) the covenants contained in this
Section 11 are an important aspect of this Agreement, and the Company would
not have entered into this Agreement absent the inclusion of this Section 11;
and (iii) the restrictions imposed in this Section 11, including the
geographic area and duration of the covenants made herein, are reasonable and
necessary to protect the Company. If the Employee breaches or indicates an
intention to breach any term or provision of this Section 11, the parties
hereto agree that the Company shall be entitled to the right of both
temporary and permanent injunctive relief and/or specific performance. The
right of the Company to such relief shall not be construed to prevent the
Company from pursuing, either consecutively or concurrently, any and all
other legal or equitable remedies available to it for such breach or
threatened breach, specifically including, without limitation, the recovery
of monetary damages. If any court determines that any provision of this
Section 11, or any part thereof, is unenforceable because of the duration or
geographic scope of such provision, the parties hereto agree that such court
shall have the power to reduce the duration or geographic scope of such
provision, as the case may be, and the parties hereto agree to request the
court to exercise such power, and, in its amended form, such provision shall
then be enforceable and shall be enforced.
12.. MISCELLANEOUS.
12.1 NOTICES. All notices and other communications required or
permitted hereunder or necessary or convenient in connection herewith shall
be in writing and shall be deemed to have been given when delivered by hand
or mailed by registered or certified mail, return receipt requested, as
follows (provided that notice of change of address shall be deemed given only
when received):
If to the Company to:
OmniLynx Communications Corporation
000 Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxx
If to the Employee to:
ARC Networks, Inc.
0000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
or to such other names or addresses as the Company or the Employee, as the
case may be, shall designate by notice to the other party hereto in the
manner specified in this Section 12.1.
12.2 WAIVER OF BREACH. The waiver by any party hereto of a breach
of any provision of this Agreement shall neither operate nor be construed as
a waiver of any subsequent breach by any party.
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12.3 ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the Company, its successors, legal representatives and
assigns, and upon the Employee, his heirs, executors, administrators,
representatives and assigns; provided, however, the Employee agrees that his
rights and obligations hereunder are personal to him and may not be assigned
without the express written consent of the Company.
12.4 ENTIRE AGREEMENT; NO ORAL AMENDMENTS. This Agreement, together
with any exhibit attached hereto and any document, policy, rule or regulation
referred to herein, replaces and merges all previous agreements and
discussions relating to the same or similar subject matter between the
Employee and the Company and constitutes the entire agreement between the
Employee and the Company with respect to the subject matter of this
Agreement. This Agreement may not be modified in any respect by any verbal
statement, representation or agreement made by any employee, officer, or
representative of the Company or by any written agreement unless signed by an
officer of the Company who is expressly authorized by the Company to execute
such document.
12.5 ENFORCEABILITY. If any provision of this Agreement or
application thereof to anyone or under any circumstances shall be determined
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be
given effect without the invalid or unenforceable provision or application.
12.6 JURISDICTION; ARBITRATION. The laws of the State of Texas
shall govern the interpretation, validity and effect of this Agreement
without regard to the place of execution or the place for performance
thereof. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration located in
Houston, Texas administered by the American Arbitration Association in
accordance with its applicable arbitration rules, and the judgment on the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof, which judgment shall be binding upon the parties hereto.
12.7 INJUNCTIVE RELIEF. The Company and the Employee agree that a
breach of any term of this Agreement by the Employee would cause irreparable
damage to the Company and that, in the event of such breach, the Company
shall have, in addition to any and all remedies of law, the right to any
injunction, specific performance and other equitable relief to prevent or to
redress the violation of the Employee's duties or responsibilities hereunder.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as of the date first written above.
OMNILYNX COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxx, President
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EMPLOYEE
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
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