EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of March 27, 1998
and effective as of the Effective Date (as defined in Section 9), is made
between KNOWLEDGE BEGINNINGS, INC., a Delaware corporation ("Company"), and
XXXXXX XXXXX ("Executive").
RECITALS:
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 27, 1998, by and among Company, KBI Acquisition
Corp. ("Merger Sub") and Children's Discovery Centers of America, Inc. ("CDCR"),
Company proposes to acquire not less than a majority of the outstanding shares
of capital stock of CDCR;
WHEREAS, Executive has been a key employee of CDCR and Company and
Merger Sub deem Executive's services with Company during the term of this
Agreement and Executive's covenants contained herein to be material and
significant to Company's success and desire to ensure that the skills and
experience of Executive will remain available to Company;
WHEREAS, without Executive's agreement to become employed with
Company and to provide the covenants contained herein, Company and Merger Sub
would not have entered into the Merger Agreement or agreed to consummate the
transactions contemplated thereby; and
WHEREAS, the parties hereto desire to enter into this Agreement
providing for the employment of Executive with Company and Executive's other
covenants contained herein on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and subject
to the terms and conditions set forth herein, the parties hereto agree as
follows:
SECTION 1. EMPLOYMENT.
1.1 RESPONSIBILITIES. Effective as of the Effective Date
without further action of Company or Executive, Company employs Executive, and
Executive accepts employment with Company, on the terms and conditions contained
in this Agreement, which such terms and conditions shall supersede the terms and
conditions of Executive's employment with CDCR. Executive shall serve in such
executive capacity and agrees to hold such office(s) with Company and/or its
subsidiaries or affiliates as Company's Board of Directors shall from time to
time designate. Executive shall carry out such responsibilities and duties as
are commensurate with such position and as otherwise required hereunder in an
efficient trustworthy, effective and businesslike manner. Executive's primary
place of employment shall be located in the State of
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California unless strong business reasons require that the place of employment
be located outside of the State of California.
1.2 EXCLUSIVE EMPLOYMENT. During the Employment Term, Executive
shall devote Executive's full business time to Executive's responsibilities
under this Agreement. Without limiting the generality of the foregoing, during
the Employment Term Executive shall not, without the prior written approval of
Company's Board of Directors, render services of a business, professional or
commercial nature to any other person, firm or corporation, whether for
compensation or otherwise, except that Executive may engage in civic,
philanthropic and community service activities so long as such activities do not
interfere with Executive's ability to comply with this Agreement and are not
otherwise in conflict with the policies or interests of Company.
SECTION 2. COMPENSATION AND OTHER BENEFITS.
2.1 COMPENSATION/DEDUCTIONS. In consideration of Executive's
employment, and except as otherwise provided herein, Executive shall receive
from Company the compensation and benefits described in this Section 2 as full
and complete satisfaction of all of Company's obligations to Executive arising
from Executive's employment. The compensation and employee benefits payable to
Executive pursuant to this Agreement may be changed only by the written
agreement of the parties. Executive authorizes Company to deduct and withhold
from all compensation to be paid to Executive any and all sums required to be
deducted or withheld by Company pursuant to the provisions of any federal,
state, or local law, regulation, ruling, or ordinance, including, but not
limited to, income tax withholding and payroll taxes.
2.2 BASE COMPENSATION. So long as Executive remains employed
with Company and fully and timely performs her responsibilities to Company,
Company shall pay to Executive, and Executive shall be entitled to receive from
Company, as a fixed base salary for the full time employment referred to in
Section 1 hereof and all other obligations of Executive hereunder, compensation
("Base Compensation") at the rate of Two Hundred Thousand Dollars ($200,000) per
annum.
2.3 BONUS. Executive shall be eligible to receive a bonus
("Bonus") of up to 50% of Executive's Base Compensation, in Company's sole and
absolute discretion, for each fiscal year of Company during the Employment Term
in accordance with Company bonus policy in effect from time to time.
2.4 VACATION. Executive shall be entitled to paid vacation in
each fiscal year of Company during the Employment Term in accordance with
Company vacation policy. Said vacation time shall be planned consistent with
Executive's duties and obligations hereunder.
2.5 AUTO ALLOWANCE. Executive shall receive an automobile
allowance of up to five hundred dollars ($500) per month during the Employment
Term.
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2.6 EQUITY PARTICIPATION. At such time as Company or CDCR
adopts an employee equity participation program, Executive shall be eligible to
be granted rights under said program during the Employment Term in an amount, at
a stated price, on a vesting schedule and on such other terms and conditions as
shall be determined by Company's Board of Directors, or Compensation Committee,
as applicable. Upon mutual agreement of Company and Executive, Executive shall
invest and/or rollover $300,000 to $500,000 in equity in Company or CDCR on
mutually agreeable terms. Executive currently holds options to purchase 10,000
shares of common stock of CDCR at $4.88 per share (subject to a vesting
schedule). These options will be canceled effective as of the Closing of the
Merger (as defined in the Merger Agreement) and will be replaced with options,
stock appreciation or other rights (with the same vesting schedule) that will
result in Executive realizing an economic benefit substantially similar to the
canceled options (provided that such economic benefit does not constitute an
"excess parachute payment" under Section 280G of the Internal Revenue Code of
1986, as amended).
2.7 OTHER BENEFITS. Executive shall be entitled to specific and
applicable employee benefits as granted to Company's employees in general all in
accordance with Company's policies and guidelines as in effect from time to
time.
2.8 BUSINESS EXPENSES. The Company shall pay for or reimburse
Executive for all reasonable business expenses incurred by Executive in the
performance of Executives's duties hereunder, upon submission to Company in
accordance with Company policy of a written accounting of such expenses, which
accounting shall include an itemized list of all expenses incurred, the business
purposes for which such expenses were incurred, and appropriate receipts and
supporting documentation.
SECTION 3. EMPLOYMENT TERM AND TERMINATION.
3.1 TERM. Executive's term of employment shall commence as of
the Effective Date and shall terminate on the date that is three (3) years after
the Effective Date, unless terminated earlier as provided in Section 3.2, 3.3,
3.4 or 3.5 below (the "Employment Term"). Upon termination of employment,
Executive shall not be entitled to receive any compensation or benefits other
than as specifically provided in Section 3.2, 3.3, 3.4 or 3.5 below.
3.2 TERMINATION UPON DEATH. Executive's term of employment
shall terminate upon the death of Executive; provided that Company shall pay to
the estate of Executive any unpaid Base Compensation (to the extent earned as of
the date of termination).
3.3 TERMINATION UPON DISABILITY. Executive's term of employment
shall terminate upon the "disability" of Executive. As used herein, the term
"disability" shall mean a physical or mental disability that renders Executive
unable to perform Executive's normal duties for Company for a period of 90 or
more days as determined in the good faith judgment of the Board of Directors of
Company. Upon termination for disability, Company shall pay to Executive any
unpaid Base Compensation (to the extent earned as of the date of termination).
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3.4 TERMINATION FOR CAUSE. Company shall have the right to
terminate Executive's term of employment for "Cause" by written notice to
Executive. For purposes of this Agreement, a termination shall be for Cause if
Executive shall (i) commit an act of fraud, embezzlement or misappropriation
involving Company, (ii) be convicted of, or enter a plea of guilty or no contest
to, any crime involving moral turpitude or dishonesty, (iii) commit an act, or
fail to commit an act, involving Company which amounts to, or with the passage
of time would amount to, willful misconduct, wanton misconduct, gross negligence
or a breach of this Agreement, or (iv) willfully fail or habitually neglect to
perform Executive's responsibilities and duties under this Agreement. Upon
termination for Cause, Company shall pay to Executive any unpaid Base
Compensation (to the extent earned as of the date of termination).
3.5 TERMINATION WITHOUT CAUSE. In the event Company terminates
Executive's employment prior to the expiration of the Employment Term for other
than death, disability or Cause, which Company shall have the absolute right to
do, Company shall continue to pay to Executive, as severance pay, Executive's
Base Compensation in accordance with Section 2.2 for a period of one (1) year
after the date of termination of employment.
SECTION 4. COVENANTS OF EMPLOYEE.
4.1 ACKNOWLEDGMENTS. Executive acknowledges the following:
4.1.1 ACCESS TO CONFIDENTIAL INFORMATION. Executive's
services previously rendered to CDCR and to be rendered hereunder have placed
Executive and shall continue to place Executive in a position of confidence and
trust which shall allow Executive access to Confidential Information. As used
herein, "Confidential Information" shall mean information and compilations of
information relating to the business of CDCR, Company, Merger Sub and/or the
affiliates of CDCR, Company and/or Merger Sub (collectively, the "Affiliates")
including, but not limited to, information regarding any trade secrets,
proprietary knowledge, operating procedures, finances, financial condition,
projections, organization, employees, suppliers, customers, clients, agents, and
other personnel, business activities, budgets, strategic or financial plans,
objectives, marketing plans, prices and price lists, customer and supplier
lists, operating and training materials, data bases and analyses, designs,
formulaes, test data, and all strategies, documents and computer databases
relating to any of the foregoing.
4.1.2 FAIR AND REASONABLE COVENANT. The type and period
of restrictions imposed by the covenants in this Section 4 are fair and
reasonable and such restrictions will not prevent Executive from earning a
livelihood.
4.2 COVENANT AS TO NONDISCLOSURE OR USE OF CONFIDENTIAL
INFORMATION. Executive agrees that at all times during and after the term of
Executive's employment hereunder, Executive will maintain the Confidential
Information in strictest confidence and will not, unless required to do so in
the conduct of Company's operations, disclose to any individual or business
enterprise of any nature, or use for Executive's own personal use or financial
gain,
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whether individually or on behalf of another person, firm, corporation or
entity, any Confidential Information. Without limiting the generality of the
foregoing, Executive agrees that Company's agreements with other persons may
include agreements that impose obligations or restrictions regarding inventions
that occur in connection with work relating to such an agreement, or regarding
the confidential nature of work pursuant to such an agreement. Executive agrees
to be bound by all such obligations and restrictions, and to do whatever is
reasonably necessary to satisfy the obligations of Company.
4.3 ASSIGNMENT OF INVENTIONS. To the maximum extent permitted
by law, Executive shall assign and transfer to Company and does hereby assign
and transfer to Company Executive's entire right, title and interest in and to
all inventions including, but not limited to, designs, discoveries, inventions,
improvements, formulas, ideas, devices, techniques, processes, writings, trade
secrets, trademarks, trademark applications, patents, copyrights and all other
intellectual property rights including but not limited to notes, records,
reports, software, plans, memoranda and other tangible information relating to
such intellectual property, whether or not subject to protection under
applicable laws, which Executive solely or jointly with others conceives, makes,
acquires or suggests at any time during Executive's past employment with CDCR or
present or future employment with Company and which relate in any manner to the
actual or demonstrably anticipated business, products, processes, work,
operations, research and development or other activities of Company, or result
from or are suggested by any task assigned to Executive or any work performed by
Executive for or on behalf of Company ("Inventions"). All Inventions are and
shall be the sole property of Company.
4.4 DISCLOSURE OF INVENTIONS, PATENTS, COPYRIGHTS AND MASK WORK
RIGHTS. Executive agrees:
4.4.1 To keep and maintain adequate and current written
records of all Inventions made by Executive (in the form of notes, sketches,
drawings and other forms specified by Company) while employed by Company. These
records shall be available to Company and shall be and remain the sole property
of Company at all times. Executive will disclose such Inventions promptly in
writing to the Chief Executive Officer of Company.
4.4.2 Upon request, to promptly execute a written
assignment of title to Company for any Invention required to be assigned by
Section 4.3 ("assignable invention") and Executive will preserve any such
assignable invention as Confidential Information.
4.4.3 Upon request, to assist Company or its nominee
during and at any time subsequent to Executive's employment in every reasonable
way to obtain for Company's or its nominee's benefit, patents, copyrights, mask
work rights and other statutory rights ("Statutory Rights") for such assignable
inventions in any and all countries, which inventions shall be and remain the
sole and exclusive property of Company or its nominee whether or not patented,
copyrighted or the subject of a mask work right. Executive shall execute such
papers and
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perform such lawful acts as Company deems necessary to exercise all rights,
title and interest in such Statutory Rights.
4.4.4 To execute and deliver to Company or its nominee
upon request all documents, including applications for and assignments of
Statutory Rights to be issued therefor, as Company determines are necessary or
desirable to apply for and obtain Statutory Rights on such assignable inventions
in any and all countries and/or to protect the interest of Company or its
nominee in Statutory Rights and to vest title thereto in Company or its nominee.
4.5 RETURN OF RECORDS, EQUIPMENT AND CONFIDENTIAL INFORMATION.
Upon the earlier of termination of Executive's employment hereunder or request
by Company, Executive shall promptly return to Company: (i) all Confidential
Information and all documents, records, procedures, books, notebooks, and any
other documentation in any form whatsoever (including, but not limited to,
written, audio, video or electronic) containing any information pertaining to
Company which includes Confidential Information, including any and all copies of
such documentation then in Executive's possession or control regardless of
whether such documentation was prepared or compiled by Executive, Company, other
employees of Company, representatives, agents, or independent contractors, and
(ii) all equipment or tangible personal property entrusted to Executive by
Company. Executive will not retain any original, copy, description, document,
data base or other form of media that contains or relates to any Confidential
Information whether produced by Executive or otherwise. Without limiting the
generality of the foregoing, Executive shall permanently delete all Confidential
Information from all computers, disks, CD-ROMS, tapes, and other media owned or
used by or accessible to Executive, other than from any of the foregoing owned,
used or controlled by Company. Executive acknowledges that all Confidential
Information and all such documentation, copies of such documentation, equipment,
and tangible personal property are and shall at all times remain the sole and
exclusive property of Company.
4.6 ADDITIONAL COVENANTS PROTECTING THE INTERESTS OF COMPANY.
Executive agrees as follows:
4.6.1 That at all times during Executive's employment
hereunder, Executive shall comply with Company's employee manual and other
policies and procedures reasonably established by Company from time to time
concerning matters such as management, supervision, recruiting, diversity, and
sexual harassment.
4.6.2 That during Executive's employment hereunder,
Executive shall not directly or indirectly, individually or together or through
any affiliate or other person, firm, corporation, or entity engage in any other
business activity which would interfere with the performance of Executive's
duties hereunder including, but not limited to, engaging in any business
competitive with that conducted by Company.
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4.6.3 That for the period commencing on the Effective
Date and ending two (2) years after the date of termination of Executive's
employment with Company and irrespective of the duration of the Employment Term,
Executive shall not directly or indirectly, individually, or together with, or
through any other person, firm, corporation, or entity: (i) in any manner
discourage any person or entity which is or has been a customer or supplier of
Company from continuing its business relationship with Company, (ii) approach,
counsel, or attempt to induce any person who is then in the employ of or an
independent contractor of Company, to leave their employ or engagement, or
employ, engage or attempt to employ or engage any such person, or (iii) aid or
counsel any other person, firm, corporation, or entity to do any of the above.
4.6.4 That during the Covenant Term and irrespective of
the duration of the Employment Term, Executive will not directly or indirectly
on Executive's own behalf or on behalf of any other person, firm or entity (a)
engage in; (b) own or control any interest in (except as a passive investor of
less than 5% of the publicly traded stock of a publicly held company); (c) act
as a director, officer, manager, employee, trustee, agent, partner, joint
venturer, participant, consultant of or be obligated to, or be connected in any
advisory, business or ownership capacity with; (d) lend credit or money for the
purpose of the establishing or operating; or (e) allow Executive's name or
reputation to be used by any firm, corporation, partnership, trust or other
business enterprise directly or indirectly engaged in, any Competitive Business.
As used herein, the "Covenant Term" shall mean (i) the period commencing on the
Effective Date and ending one (1) year after the date of termination of
Executive's employment with Company in the event of termination pursuant to
Section 3.5 above, or (ii) the period commencing on the Effective Date and
ending one (1) year after the date of termination of Executive's employment with
Company upon expiration of the term of this Agreement, if Company offers to
continue to employ Executive for an additional year at Executive's then current
level of Base Compensation and Executive fails to accept such offer, or (iii)
the period commencing on the Effective Date and ending on the date of
termination of Executive's employment with Company upon expiration of the term
of this Agreement, if Company does not offer to continue to employ Executive for
an additional year at Executive's then current level of Base Compensation, or
(iv) the period commencing on the Effective Date and ending two (2) years after
the date of termination of Executive's employment with Company under any
circumstances other than as set forth in clauses (i), (ii), or (iii) above. As
used herein, "Competitive Business" shall mean (x) under the circumstances
governed by clause (ii) above only, any business (including any non-profit
business) that operates preschools or elementary schools anywhere in the world,
or (y) under all other circumstances, any competitive business (including any
non-profit business) that involves any form of early childhood or elementary
education or that otherwise competes with Company anywhere in the world.
Executive has carefully considered the nature and extent of the restrictions
upon competition set forth herein and agrees that the same are reasonable with
respect to duration and territory.
4.7 POST-EMPLOYMENT COOPERATION. Executive agrees that
following Executive's termination of employment under this Agreement, Executive
shall, upon Company's
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reasonable request, in good faith and with Executive's best efforts, subject to
Executive's reasonable availability, cooperate and assist Company in any
dispute, controversy, or litigation in which Company may be involved and with
respect to which Executive obtained knowledge while employed by Company or any
of its predecessors, affiliates, successors, or assigns, including, but not
limited to, Executive's participation in any court or arbitration proceedings,
giving of testimony, signing of affidavits, or such other personal cooperation
as counsel for Company shall request. Any such activities shall be scheduled,
to the extent reasonably possible, to accommodate Executive's business and
personal obligations at the time. Company shall pay Executive's reasonable
travel and incidental out-of-pocket expenses incurred in connection with any
such cooperation.
4.8 REMEDIES. In view of the position of confidence which
Executive has and will enjoy with Company and the relationship with the clients,
customers, members, and employees of Company and its affiliates pursuant to
Executive's employment with Company, and recognizing both the access to
confidential financial and other information which Executive has had and will
have pursuant to Executive's employment and the fact that Company and Merger Sub
would not have entered into the Merger Agreement or purchased the capital stock
of CDCR without Executive's covenants in this Agreement, Executive expressly
acknowledges that the restrictive covenants set forth in this Section 4 are
reasonable and necessary in order to protect and maintain the proprietary
interests and other legitimate business interests of Company and its affiliates.
Executive further acknowledges that (i) it would be difficult to calculate
damages to Company and its affiliates from any breach of Executive's obligations
under this Section 4, (ii) that injury to Company and its affiliates from any
such breach would be irreparable and impossible to measure, and (iii) that the
remedy at law for any breach or threatened breach of this Section 4 would
therefore be an inadequate remedy and, accordingly, Company shall, in addition
to all other available remedies (including without limitation seeking such
damages as it can show it and its affiliates has sustained by reason of such
breach and/or the exercise of all other rights it has under this Agreement), be
entitled to injunctive and other similar equitable remedies without the
necessity of showing actual damages or posting bond.
4.9 THIRD PARTY BENEFICIARIES. The parties hereto acknowledge
that any breach of any of the provisions of this Agreement would be damaging to
the Affiliates as well as Company and the Affiliates shall therefore have the
right, as third party beneficiaries, to pursue any and all remedies for any
breach of the provisions of this Agreement by Executive, including but not
limited to the remedies provided for in Section 4.8 hereof, as though the
Affiliates are a party to this Agreement.
SECTION 5. REPRESENTATIONS BY EMPLOYEE.
Executive represents and warrants that Executive is free to enter
into and perform each of the terms and conditions of this Agreement; that
Executive is not a party to any confidentiality, non-compete or other agreement
that restricts the services that may be rendered by Executive for Company; and
that Executive's execution and/or performance of all Executive's
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obligations under this Agreement does not and will not violate or breach any
other agreement between Executive and any other person or entity. Executive
acknowledges that but for this representation and warranty, Company would not
agree to enter into this Agreement.
SECTION 6. ASSIGNABILITY.
This Agreement is binding upon and inures to the benefit of the
parties and their respective heirs, executors, administrators, personal
representatives, successors, and permitted assigns. Company may assign its
rights or delegate its duties under this Agreement at any time and from time to
time and upon any such assignment all references herein to Company shall include
any assignee of Company. The parties acknowledge that this Agreement is
personal to Executive and that the availability of Executive to perform services
and the covenants provided by Executive hereunder have been a material
consideration for Company to enter into this Agreement. Accordingly, Executive
may not assign any of Executive's rights or delegate any of Executive's duties
under this Agreement, either voluntarily or by operation of law, without the
prior written consent of Company, which may be given or withheld by Company in
its sole and absolute discretion.
SECTION 7. NOTICES.
All notices, requests, demands or other communications hereunder
shall be deemed to have been duly given when delivered, addressed as follows (or
at such other address as the addressed party may have substituted by notice
pursuant to this Section 7):
If to Executive: Xxxxxx Xxxxx
000 Xxxxxxx Xxx.
Xxxxxxxx, XX 00000
If to Company: Knowledge Beginnings, Inc.
000 Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Chief Executive Officer
With a copy to: Xxxxxxx X. Xxxxx, Esq.
Maron & Sandler
000 Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
SECTION 8. MISCELLANEOUS.
8.1 ENTIRE AGREEMENT. This Agreement and the exhibits hereto
embodies the entire representations, warranties, covenants and agreements in
relation to the subject matter hereof. No other representations, warranties,
covenants, understandings or agreements in relation
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hereto exist between the parties except as otherwise expressly provided herein.
This Agreement supersedes any previous employment, consulting or similar
agreement between CDCR and Executive.
8.2 AMENDMENT. This Agreement may not be amended except by an
instrument in writing duly executed by the parties hereto.
8.3 APPLICABLE LAW; ARBITRATION. This Agreement has been made
and executed under, and will be construed and interpreted in accordance with,
the laws of the State of California. Any dispute, controversy or claim arising
out of this Agreement or the performance, breach or termination thereof shall be
settled by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The place of arbitration shall
be Los Angeles, California. The arbitration shall be conducted by a neutral
arbitrator selected by mutual agreement of the parties within ten (10) days
after notice by either party to the other requesting such arbitration. If the
parties fail to agree within ten (10) days on the selection of the arbitrator,
an arbitrator shall be promptly appointed by the American Arbitration
Association from its Large, Complex Case Panel. Judgment upon the award
rendered may be entered in any court having jurisdiction. The prevailing party
shall be entitled to be awarded all costs of arbitration including, but not
limited to, attorneys' fees. All information resulting from or otherwise
pertaining to any dispute shall be nonpublic and handled by Company, Executive
and their respective agents in such a way as to prevent the public disclosure of
such information.
8.5 PROVISIONS SEVERABLE. Every provision of this Agreement is
intended to be severable from every other provision of this Agreement. If any
provision of this Agreement is held to be void or unenforceable, in whole or in
part, the remaining provisions will remain in full force and effect, unless the
remaining provisions are so eviscerated by such holding that they do not reflect
the intent of the parties in entering into this Agreement. If any provision of
this Agreement is held to be unreasonable or excessive in scope or duration,
that provision will be deemed to be reformed and enforced to the maximum extent
permitted by law.
8.6 NON-WAIVER OF RIGHTS AND BREACHES. Any waiver by a party of
any breach of any provision of this Agreement will not be deemed to be a waiver
of any subsequent breach of that provision, or of any breach of any other
provision of this Agreement. No failure or delay in exercising any right,
power, or privilege granted to a party under any provision of this Agreement
will be deemed a waiver of that or any other right, power, or privilege. No
single or partial exercise of any right, power, or privilege granted to a party
under any provision of this Agreement will preclude any other or further
exercise of that or any other right, power, or privilege.
8.7 INTERPRETATION OF AGREEMENT. Each of the parties has had
the opportunity to be represented by counsel in the negotiation and preparation
of this Agreement. The parties agree that this Agreement is to be construed as
jointly drafted. Accordingly, this Agreement will be construed according to the
fair meaning of its language, and the rule of construction that
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ambiguities are to be resolved against the drafting party will not be employed
in the interpretation of this Agreement.
8.8 GENDER AND NUMBER. Concerning the words used in this
Agreement, the singular form shall include the plural form, the masculine gender
shall include the feminine or neuter gender, and vice versa, as the context
requires, and the word "person" shall include any natural person, partnership,
corporation, limited liability company, association, trust, estate or other
legal entity.
8.9 HEADINGS. The headings of the Sections and Paragraphs of
this Agreement are inserted for ease of reference only, and will have no effect
in the construction or interpretation of this Agreement.
8.10 COUNTERPARTS. This Agreement and any amendment or
supplement to this Agreement may be executed in two or more counterparts, each
of which will constitute an original but all of which will together constitute a
single instrument. Transmission by facsimile of an executed counterpart
signature page hereof by a party hereto shall constitute due execution and
delivery of this Agreement by such party.
SECTION 9. EFFECTIVE DATE.
Anything contained in this Agreement to the contrary
notwithstanding, the effectiveness of this Agreement is contingent upon the
consummation of the Offer (as defined in the Merger Agreement) in accordance
with the Merger Agreement. As used herein, the "Effective Date" shall mean a
date designated by Company which such date shall be on or after the date of
consummation of the Offer and on or before the date of the Closing of the Merger
(as defined in the Merger Agreement) in accordance with the Merger Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the date first above written.
"Executive"
/s/ Xxxxxx X. Xxxxx
-------------------------------
XXXXXX X. XXXXX
"Company"
KNOWLEDGE BEGINNINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
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