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EXHIBIT 99(a)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made effective the 1st day of January, 1998, by
and between Sharps Compliance, Inc., a Texas corporation, with principal offices
located at 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as
"Employer"), and Xx. Xxxx Xxxxx, a resident of Xxxxxx County, Texas hereinafter
referred to as "Employee").
WITNESSETH:
WHEREAS, the Company desires to employ Employee as its Chairman of the
Board, President and Chief Executive Officer, and Employee is desirous of
undertaking such responsibilities;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
DUTIES
1.1 DUTIES. During the term of this Agreement, the Company agrees to employ
Employee as the Company's Chairman of the Board, President and Chief Executive
Officer, and Employee agrees to serve the Company in such capacities or in such
other capacities (subject to Employee's termination rights under section 4.2) as
the Board of Directors of the Company may direct, all upon the terms and subject
to the conditions set forth in this Agreement.
1.2 EXTENT OF DUTIES. Employee shall devote substantially all of his
business time, energy and skill to the affairs of The Company as the Company,
acting through its Board of directors, shall reasonably deem necessary to
discharge Employee's duties in such capacities. Employee shall not engage in any
other business activity during the term of this Agreement without prior written
consent of the Company, other than the passive management of Employee's personal
investment or activities which would not materially detract from Employee's
ability to perform his duties under this Agreement (such as Employee's current
positions with other companies and other future positions of a similar nature.)
ARTICLE II
TERM OF EMPLOYMENT
The term of this AGREEMENT shall commence on the effective date and continue
for a period of three (3) years and for additional five year extensions
thereafter, except if terminated as provided herein. This Agreement is subject
to earlier termination as hereinafter provided.
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ARTICLE III
COMPENSATION
3.1 ANNUAL BASE COMPENSATION. As compensation for services rendered under
this Agreement, Employee shall be entitled to receive from Company an annual
base salary (before standard deductions) of $180,000 during the term of this
Agreement. Employees' annual base salary shall be subject to review and
adjustment by the Compensation Committee of the Company at the time of this
Agreement (the "Compensation Committee") and on an annual basis, provided that
any downward adjustment shall be to an amount no less than $180,000 during the
term of this Agreement. Employees' annual base salary shall be payable at
regular intervals in accordance with the prevailing practice and policy of the
Company. Any unpaid base salary shall accrue
3.2 INCENTIVE BONUS. As additional compensation for services rendered
under this Agreement, the Compensation Committee may, in its sole discretion and
without any obligation to do so, declare that Employee shall be entitled to an
annual incentive bonus (whether payable in cash, stock, stock rights or other
property) as the Compensation Committee shall determine. If any such bonus is
declared, the bonus shall be payable in accordance with the terms prescribed by
the Compensation Committee. Should the Company change control, the Compensation
Committee may consider a bonus to the Employee as part of a severance package
3.3 EMPLOYEE LOAN REPAYMENT. In connection with that certain loan in the
principal amount of $400,000 owed by Employee to the Company, the Company shall
be obligated to pay to Employee, each year, during the term of this Agreement an
annual cash bonus equal to (i) one-fifth (1/5) of the total outstanding
principal and interest owed by Employee to the Company for years one and two and
(ii) three-fifths (3/5) of the total outstanding principal and all accrued
interest owed by Employee to the Company in year three. The bonus required under
this Section 3.3 shall be paid no later than December 31, of each year beginning
in 1998 with the last year's bonus issued no later than December 31, 2000.
Additionally, the Company agrees that in the event the Company shall increase
its gross sales in any year by at least thirty percent (30%) over the gross
sales in the prior year, or if the Company's EBIDTA shall be at least __________
in any year, the Company shall cause Employee to receive a cash bonus necessary
to cover all tax liability, at the maximum tax rate applicable, attributable to
the Employee Loan Repayment, and the bonus provided hereby (the "Gross-up"). Any
Gross-Up Amount owed hereunder shall also be paid prior to December 31 of each
year, where applicable.
3.4 OTHER BENEFITS. Employee shall, in addition to the compensation
provided for in Sections 3.1 and 3.2 above, be entitled to the following
additional benefits:
A) MEDICAL, HEALTH AND DISABILITY BENEFITS. Employee shall be
entitled to receive all of the medical, health and
disability benefits that may, from time to time, be
provided by the Company.
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B) OTHER BENEFITS. Employee shall be entitled to receive
payment by the Company a retirement benefit into his
Individual Retirement (SEP) account beginning in
calendar year 1998 to the maximum allowed by law.
C) VACATION PAY. Employee shall be entitled to an
annual vacation as determined in accordance with the
prevailing practice and policy of the Company but in
no event less than two (2) weeks per calendar year.
D) HOLIDAYS. Employee shall be entitled to holidays in
accordance with the prevailing practice and policy of
the Company.
E) REIMBURSEMENT OF EXPENSES. The Company shall
reimburse Employee for all expenses reasonably
incurred by Employee on behalf of the Company in
accordance with the prevailing practice and policy of
the Company.
F) CLUB MEMBERSHIP. Payment in full of monthly dues at
the Doctor's Club in Houston, Texas with payment of
reimbursement of all charges incurred at such club
relating to entertainment of business guest. Upon
termination of the Agreement under Section 4.1,4.2 or
4.6 hereof, such club membership shall again transfer
to Employee without further consideration.
G) CAR ALLOWANCE. The Company shall be requested to
provide to Employee, during the term of this
Agreement, at the sole cost of the Company, a
automotive vehicle for Employees use, that is
acceptable to Employee and reasonable to the Company
along with insurance to cover such vehicle at limits
and deductions mutually acceptable to Employee and
the Company.
ARTICLE IV
TERMINATION
4.1 TERMINATION BY THE COMPANY WITHOUT CAUSE. Subject to the provisions
of this Section 4.1, this Agreement may be terminated by the Company without
cause upon 30 days prior written notice thereof given to Employee. In the event
of termination pursuant to this Section 4.1, (a) the Company shall at the
election of Employee either (x) continue to pay Employee his then effective base
salary under Section 3.1 hereof and all benefits under Sections 3.3 and 3.4
hereof through the expiration of the three-year term then in effect (without
giving effect to any further extensions thereof under Article II hereof) or (y)
pay Employee, within 15 days of such termination, a lump sum payment equal to
(without discounting present value) his then aggregate effective base salary
owed under Section 3.1 hereof through the expiration of the three-year term then
in effect (without giving effect to any further extensions thereof under Article
II hereof), and (b) any outstanding stock options held by Employee shall become
fully vested and exercisable pursuant to an Agreement Regarding Vesting of Stock
Options the form which is attached hereto as Exhibit A. Employee must make
election under clause (a) above by giving the Company written notice thereof
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within 90 days after notice of termination is given pursuant to this section
4.1. If Employee does not make such an election within the 90-day period, he
will be deemed to have elected to receive the lump sum payment described in
clause (a)(y) above. Payment or performance by the Company in accordance with
this Section shall constitute Employee's full severance pay and the Company
shall have no further obligation to Employee arising out of such termination.
4.2 VOLUNTARY TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may at
any time voluntarily terminate his employment for "good reason" (as defined
below) upon 30 days prior written notice thereof to the Company. In the event of
such voluntary termination for "good reason", (a) the Company shall at the
election of Employee either (x) continue to pay Employee his then effective base
salary under Section 3.1 hereof and all benefits under Section 3.3 and 3.4
hereof through the expiration of the three-year term then in effect (without
giving effect to any further extensions thereof under Article II hereof) or pay
Employee, within 15 days of such termination, a lump sum payment equal to
(without discounting to present value) his then effective base salary under
Section 3.1 hereof through the expiration of the three-year term then in effect
(without giving effect to any further extensions thereof under Article II
hereof), and (b) any outstanding stock options held by Employee shall become
fully vested and exercisable pursuant to the Agreement Regarding Vesting of
Stock Options, the form of which is attached hereto as Exhibit A. Regardless of
which election is made by Employee, the Company shall also pay the Employee the
aggregate of all remaining Employee Loan Repayment, if any, previously paid to
Employee.
Employee must make his election under clause (a) above by giving the
Company written notice thereof with 30 days after notice of termination is given
pursuant to this Section 4.1. If Employee does not make such an election within
the 30-day period, he will be deemed to have elected to receive the lump sum
payment described in clause (a)(y) above.
For purposes of this Agreement, "good reason" shall mean the occurrence
of any of the following events:
a) Removal from the offices Employee holds on the date
of this Agreement or a material reduction in
Employee's authority or responsibility, including,
without limitation, involuntary removal from the
Board of Directors, but not including termination of
Employee for "cause", as defined below; or
b) Relocation of the Company's headquarters from its
current location without the approval of Employee; or
c) An involuntary reduction in the Employee's
compensation; or
d) The Company otherwise commits a material breach of
this Agreement.
4.3 TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate this
Agreement at any time if such termination is for "cause" (as defined below), by
delivering to
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Employee written notice describing the cause of termination 30 days before the
effective date of such termination and by granting Employee at least 30 days to
cure the cause. In the event the employment of Employee is terminated for
"cause", Employee shall be entitled only to the base salary earned pro rata to
the date of such termination with no entitlement to any base salary
continuation payments or benefits continuation (except as specifically
provided by the terms of an employee benefit plan of the Company) and all
amounts still owing under Section 3.3 above in regards to the Employee Loan
Repayment. Except as otherwise provided is this Agreement, the determination of
whether Employee shall be terminated for "cause" shall be made by the Board of
Directors of the Company, in reasonable exercise of its business judgment, and
shall be limited to the occurrence of the following events:
a) Conviction of or a plea of nolo contendere to the
charge of a felony (which, through lapse of time or
otherwise, is not subject to appeal);
b) Willful refusal without proper legal cause to
perform, or gross negligence in performing,
Employee's duties and responsibilities;
c) Material breach of fiduciary duty to the Company
misappropriation of Company funds or property; or
d) The unauthorized absence of Employee from work (other
than for sick leave or disability) for a period of 30
working days or more during any period of 45 working
days during the term of this Agreement.
4.4 TERMINATION UPON DEATH OR PERMANENT DISABILITY. In the event that
Employee dies, this Agreement shall terminate upon the Employee's death.
Likewise, if the Employee becomes unable to perform the essential functions of
the position, with or without reasonable accommodation, on account of illness,
disability, or other reason whatsoever for a period of more than six consecutive
or nonconsecutive months in any twelve month period, this Agreement shall
terminate effective upon such incapacity, and Employee (or his legal
representatives/trust) shall be entitled only to the base salary earned pro rata
to the date of such termination with no entitlement to any base salary
continuation payments or benefits continuation (except as specifically provided
by the terms of (i) an employee benefit plan of the Company, (ii) Section 3.3
regarding the Employee Loan Repayment, or (iii) in connection with any stock
options which may be exercised by Employee for 90 days.)
4.5 VOLUNTARY TERMINATION BY EMPLOYEE. Employee may terminate this
Agreement at any time upon delivering 30 days written notice of resignation to
the Company. In the event of such voluntary termination other than for "good
reason" (as defined above), Employee shall be entitled to his base salary earned
pro rata to the date of his resignation, but no base salary continuation
payments or benefits continuation (except as specifically provided by the terms
of (i) an employee benefit plan of the Company, (ii) Section 3.3 regarding the
Employee Loan Repayment, or (iii) in connection with any stock options which may
be exercised by Employee for 90 days thereafter.) On or after the date the
Company receives notice of Employee's resignation, the
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Company may, at its option, pay Employee his base salary through the effective
date of his resignation and terminate his employment immediately.
4.6 TERMINATION FOLLOWING CHANGE OF CONTROL.
A) Notwithstanding anything to the contrary herein,
should Employee at any time within 12 months of the
occurrence of a "change of control" (as defined
below) cease to be an employee of the Company (or its
successor), by reason of (i) termination by the
Company (or its successor) other than for "cause'
(following a change of control, "cause shall be
limited to the conviction of or a plea of nolo
contendere to the charge of a felony (which, through
lapse of time or otherwise, is not subject to
appeal), or a material breach of fiduciary duty to
the Company through the misappropriation of Company
funds or property, or (ii) voluntary termination by
Employee for "good reason upon change of control" (as
defined below), then in any such event,
(1) If the Company is merged or acquires a
company in a field outside of the current
product alignment, the Company and Employee
could consider the assignment of existing
product lines and technology to Employee or
Employee's assignee as part of or in lieu of
the value of the settlement severance pay
highlighted above.
(2) The Company shall at the election of
Employee either continue to pay Employee his
then effective base salary under Section 3.1
hereof and all benefits under Sections 3.3
and 3.4 hereof through the expiration of the
term described then in effect (without
giving effect to any further extensions
thereof under Article II hereof) or (y) pay
Employee, within 45 days of the severance of
employment described in this Section 4.6, a
lump sum payment equal to (without
discounting present value) his then
effective base salary under Section 3.1 and
3.3 hereof and all benefits under Section
3.4 hereof through the expiration of the
three-year term then in effect (without
giving effect to any further extensions
thereof under Article II hereof).
(3) the Company shall provide the continued
benefit coverage described in Section 4.1 in
the event of the Employee's termination by
the Company without cause, and
(4) Certain outstanding stock options held by
Employee, if any, shall become fully vested
and exercisable pursuant to the Agreement
Regarding Vesting of Stock Options, the form
of which is attached hereto as Exhibit A.
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b) If, an election is made by Employee under paragraph (a) above,
Employee shall be entitled to an additional payment, to the extent all
payments to Employee (whether pursuant to the Agreement or any other
agreement whatsoever) in connection with a change of control as defined in
the Section 4.6 exceed in the aggregate, the maximum amount that could be
paid to Employee, triggering an excess parachute payment under Section
280(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to
cover Employee owing any excise tax under Section 4999 of the Code,
(referred to herein as the "maximum payment amount") equal to an amount to
cover all excise tax liability which may accrue to Employee, including any
tax liability which may accrue to Employee in connection with the Company's
payment of the excise tax. If such a payment is required under this
paragraph (b) in addition to the amounts set forth in paragraph (a) above,
it shall be paid at the time and in the manner elected by the Employee
under paragraph (a)(1). Employee must make his election under paragraph
(a)(1) by giving the Company written notice thereof within 30 days after
the severance of employment described in this Section 4.6. If Employee does
not make such an election within the 30-day period, he will be deemed to
have elected to receive the lump sum payment described in paragraph
(a)(l)(y) above.
c) In determining the amount to be paid to Employee under this Section
4.6, as well as the limitation determined under Section 280G of the Code
(i) no portion of the total payments which Employee has waived in writing
prior to the date of the payment of benefits under this Agreement will be
taken into account, (ii) no portion of the total payments which nationally
recognized tax counsel (whether through consultation or retention of any
actuary consultant or other expert), selected by the Company's independent
auditors and acceptable to Employee, (referred to herein as "Tax Counsel")
determines not to constitute a "parachute payment", (iii) no portion of the
total payments which Tax Counsel determines to be reasonable compensation
for services rendered within the meaning of Section 280G(b)(4) of the Code
will be taken into account, and (iv) the value of any non-cash benefit or
any deferred payment or benefit included in the total payments will be
determined by the Company's independent auditors in accordance with
Sections 280G(d)(3) and (iv) of the Code.
d) As used in this Section, voluntary termination by Employee "for good
reason upon change of control" shall mean (i) removal of Employee from the
offices Employee holds on the date of this Agreement, (ii) a material
reduction in Employee's authority or responsibility, including, without
limitation, involuntary removal from the Board of Directors, (iii)
relocation of the Company's headquarters from its then current location,
(iv) a involuntary
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reduction in Employee compensation without the approval of Employee, or (v)
the Company otherwise commits a breach of this Agreement.
e) As used in this Agreement, a "change of control" shall be deemed to
have occurred if (i) any "Person" (as such term is used in Sections 12(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is or becomes a "beneficial owner" (as defined in Rule 12d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing more than 30% of the combined voting power of the Company's
then outstanding securities, or (ii) at any time during the 24 month period
after a tender offer, merger, consolidation, sale of assets or contested
election, or any combination of such transactions, at least a majority of
the Company's Board of Directors shall cease to consist of "continuing
directors" (meaning directors of the Company who either were directors
prior to such transaction or who subsequently became directors and whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of a least two-thirds of the directors then still in
office who were directors prior to such transaction), or (iii) the
stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation
that would result in. the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 60% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or (iv) the stockholders of the Company
approve a plan for complete liquidation of the Company or an agreement of
sale or disposition by the Company of all or substantially all of the
Company's assets.
4.7 EXCLUSIVITY OF TERMINATION PROVISIONS. The termination provisions of
this Agreement regarding the parties' respective obligations in the event
Employee's employment is terminated, are intended to be exclusive and in lieu of
any other rights or remedies to which Employee or the Company may otherwise be
entitle by law, in equity,or otherwise. It is also agreed that, although the
personnel policies and fringe benefit programs of the Company may be
unilaterally modified from time to time, the termination provisions of the
Agreement are not subject to modification, whether orally, implied or in
writing, unless any such modification is mutually agreed upon and signed by the
parties.
ARTICLE V
CONFIDENTIAL INFORMATION AND NONCOMPETITION
5.1 Nondisclosure. During the term of Agreement and thereafter, Employee
shall not, without the prior written consent of the Board of Directors, disclose
or use for any purpose (except
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in the course of his employment under this Agreement and in furtherance of the
business of the Company) confidential information or proprietary data of the
Company (or any of its subsidiaries), except as required by applicable law or
legal process, provided, however, that confidential information shall not
include any information known generally to the public or ascertainable from
public or published information (other than as a result of unauthorized
disclosure by Employee) or any information of a type not otherwise considered
confidential by persons engaged in the same business or a business similar to
that conducted by the Company (or any of its subsidiaries).
5.2 NONCOMPETITION. The Company and Employee agree that the services
rendered by Employee hereunder are unique and irreplaceable. Employee hereby
agrees that, during the term of this Agreement and for a period of six months
thereafter, he shall not (except in the course of his employment under this
Agreement and in furtherance of the business of the Company or any of its
subsidiaries), (I) engage in as principal, consultant or employee in any segment
of a business of a company, partnership or firm ("Business Segment") that is
directly competitive with any significant business of the Company in one of its
major commercial or geographic markets or (ii) hold an interest (except as a
holder of less than 5% interest in a publicly traded firm or mutual funds, or as
a minority stockholder or unitholder in a form not publicly traded) in a
company, partnership or firm with a Business Segment that is directly
competitive, without the prior written consent of the Company.
5.3 VALIDITY OF NONCOMPETITION. The foregoing provisions of Section 5.2
shall not be held invalid because of the scope of the territory covered, the
actions restricted thereby, or the period of time such covenant is operative.
Any judgment of a court of competent jurisdiction may define the maximum
territory, the actions subject to and restricted by Section 5.2 and the period
of time during which such agreement is enforceable.
5.4 NONCOMPETITION COVENANTS INDEPENDENT. The covenants of the Employee
contained in Section 5.2 will be construed as independent of any other provision
in this Agreement; and the existence of any claim or cause of action by the
Employee against the Company will not constitute a defense to the enforcement by
the Company of said covenants. The Employee understands that the covenants
contained in Section 5.2 are essential elements of the transaction contemplated
by this Agreement and, but for the agreement for the Employee to Section 5.2,
the Company would not have agreed to enter into such transaction. The Employee
has been advised to consult with counsel in order to be informed in all respects
concerning the reasonableness and propriety of Section 5.2 and its provisions
with specific regard to the nature of the business conducted by the Company and
the Employee acknowledges that Section 5.2 and its provisions are reasonable in
all respects.
5.5 CONFIDENTIAL AND PROPRIETARY INFORMATION. This shall include, without
limitation, matters of a technical nature, such a know-how, formula, computer
programs, software and documentation, secret processes or machines, inventions.
Research projects, plans for further development and matters of a business
nature, such as information about costs, profits, markets, sales lists of
customers, and business data regarding customers, salaries, and other personnel
data, and any
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other information of a similar nature to the extent not available to the
public.
The Employee shall promptly disclose to the Employer or its designee any
and all ideas, inventions, improvements, discoveries, developments, innovations,
or works of authorship (hereinafter referred to as the "Inventions"), whether
patentable or unpatentable, copyrightable or uncopyrightable, made, created,
developed, discovered, worked on or conceived by the Employee, either solely or
jointly with others, whether or not reduced to drawings, written description,
documentation, models or other intangible form, during the Employment Period and
for a period of six (6) months thereafter that relate to, or arise out of, any
developments, services research or products of, or pertain to the business of,
the Employer.
5.6 REMEDIES. In the event of a breach or threatened breach by the
Employee of Section 5.2 or its provisions, the Company shall be entitled to a
temporary restraining order and an injunction restraining the Employee from the
commission of such breach. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of money damages.
ARTICLE VI
ARBITRATION
Any controversy of any nature whatsoever, including but not limited to tort
claims or contract disputes, between the parties to this Agreement or between
the Employee, his heirs, executors, administrators, legal representatives,
successors, and assigns and the Company and its affiliates, arising out of or
related to the Employee's employment with the Company; any resignation from or
termination of such employment and/or the terms and conditions of this
Agreement, including the implementation, applicability and interpretation
thereof, shall, upon the written request of one party served upon the other, be
submitted to and settled by arbitration in accordance with the provision of the
Federal Arbitration Act, 9 U.S.C. Sections l-15, as amended. Each of the parties
to this Agreement shall appoint one person as an arbitrator to hear and
determine such disputes, and if they should be unable to agree, then the two
arbitrators shall chose a third arbitrator from a panel made up of experienced
arbitrators selected pursuant to the procedures of the American Arbitration
Association (the "AAA") and, once chosen, the third arbitrator's decision shall
be final, binding and conclusive upon the parties to this Agreement. Each party
shall be responsible fQr the fees and expenses of its arbitrator and the fees
and expenses of the third arbitrator shall be shared equally by the parties. The
terms or the Commercial arbitration rules of AAA shall apply except to the
extent they conflict with the provisions of this paragraph. It is further agreed
than any of the parties hereto may petition the United States District Court for
the Southern District of Texas, Houston Division, for a judgment to be entered
upon any award entered through such arbitration proceedings.
ARTICLE VII
MISCELLANEOUS
7.1 COMPLETE AGREEMENT. THIS Agreement constitutes the entire agreement
between the
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parties and cancels and supersedes all other agreements between the parties,
which may have related to the subject matter contained in this Agreement.
7.2 MODIFICATION; AMENDMENT; WAIVER. No modification, amendment or waiver
of any provisions of this Agreement shall be effective unless approved in
writing by both parties. The failure at any time to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of either party thereafter to enforce
each and every provision hereof in accordance with its terms.
7.3 GOVERNING LAW; JURISDICTION. This Agreement and performance under it,
and all proceedings that may ensue from its breach, shall be construed in
accordance with and under the laws of the State of Texas.
7.4 EMPLOYEE'S REPRESENTATION. Employee represents and warrants that he is
free to enter into this Agreement and to perform each of the terms and covenants
of it. Employee represents and warrants that he is not restricted or prohibited,
contractually or otherwise, from entering into and performing this Agreement,
and that his execution and performance of this Agreement is not a violation or
breach on any other agreement between Employee and any other person or entity.
7.5 COMPANY'S REPRESENTATION. Company represents and warrants that it is
free to enter into this Agreement and to perform each of the terms and covenants
of it. Company represents and warrants that it is not restricted or prohibited,
contractually or otherwise, from entering into and performing this Agreement,
and that its execution and performance of this Agreement is not a violation or
breach on any other agreement between Employee and any other person or entity.
The Company represents and warrants that this Agreement is a legal, valid and
binding agreement of the Company, enforceable in accordance with its terms.
7.6 SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
7.7 ASSIGNMENT. The rights and obligations of the parties under this
Agreement shall be binding upon and inure to the benefit of their respective
successors, assigns, executors, administrators and heirs, provided, however,
that neither the Company nor Employee assign any duties under this Agreement
without the prior written consent of the other.
7.8 LIMITATION. This Agreement shall not confer any right or impose any
obligation on the Company to continue the Employment of Employee in any
Capacity, or limit the right of the Company or Employee to terminate Employee's
employment as provided herein.
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7.9 ATTORNEY'S FEE AND COSTS. If any action at law or in equity is
brought to enforce or interpret the terms of this Agreement or any obligation
owing thereunder, venue will be in Xxxxxx County, Texas and the prevailing
party shall be entitled to reasonable attorney's fees and all costs and
expenses of the suit, including, without limitation, expert and accountant
fees, and such other relief which a court of competent jurisdiction may deem
appropriate.
7.10 NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be given in person or by either personal
delivery, overnight delivery, or first class mail, certified or registered with
return receipt requested, with postal or delivery charges prepaid, and shall be
deemed to have been duly given when delivery personally, or three days after
mailing first class, certified or registered with return receipt requested, to
the respective persons named below:
If to the Company: Corporate Secretary
Sharps Compliance, Inc.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
If to the Employee: Xx. Xxxx Xxxxx
0000 X. Xxxxxxxxx, Xx. 00
Xxxxxxx, Xxxxx 00000
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year indicated above.
APPROVED:
COMPANY: SHARPS COMPLIANCE, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------
Printed Name: Xxxx X. Xxxxxx
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Title: Board of Director
EMPLOYEE:
/s/ XXXX XXXXX
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Xx. Xxxx Xxxxx
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