Contract
EXECUTION
COPY
EMPLOYMENT
AGREEMENT (this
“Agreement”) dated as of February 14, 2006, between DOUBLE HULL TANKERS,
INC., a corporation incorporated under the laws of the Republic of the Xxxxxxxx
Islands (“Employer”), and OLE XXXXX XXXXXX, an individual
(“Executive”).
WHEREAS
Employer desires to employ Executive as its Chief Executive Officer;
and
WHEREAS
Executive is willing to serve in the employ of Employer for the period and
upon
the other terms and conditions of this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth herein, the parties hereto agree
as follows:
ARTICLE
I
Employment
SECTION
1.01. Effectiveness.
This
Agreement shall become effective on October 18, 2005;
SECTION
1.02. Term.
The term
of Executive’s employment under this Agreement (the “Term”)
shall
commence on October 18, 2005 (the “Commencement
Date”),
and,
unless earlier terminated pursuant to the provisions of Article III, shall
terminate on April 15, 2008, provided
that
such term may be extended by Employer, in its sole discretion, for a term to
be
determined by Employer upon giving six months’ prior written notice to
Executive of its intent to so extend.
SECTION
1.03. Position.
During
the Term, Employer shall employ Executive, and Executive shall serve, as Chief
Executive Officer, reporting to the Board of Directors of Employer (the
“Board”).
Executive shall have the duties, responsibilities and authority as are typical
for such position at companies of comparable size to Employer and within
Employer’s industry, including general executive authority over Employer’s
affairs arising in the ordinary course of business, and shall perform the other
services and duties as determined from time to time by the Board.
SECTION
1.04. Time
and Effort.
Executive shall serve Employer faithfully, loyally, honestly and to the best
of
Executive’s ability. Executive shall perform all duties required of him as Chief
Executive Officer. During the Term, Executive shall not, directly or indirectly,
engage in any employment or other activity that, in the sole discretion of
the
Board, is competitive with or adverse to the business, practice or affairs
of
Employer or any of its affiliates, whether or not such activity is pursued
for
profit or other advantage, or that would conflict or interfere with the
rendition of Executive’s services or duties, provided
that
Executive may serve on civic or
charitable
boards or committees and serve as a non-employee member of a board of directors
of a corporation as to which the Board has given its consent. Prior to the
Closing, Executive shall resign from or terminate all positions, relationships
and activities that would be inconsistent with the foregoing.
SECTION
1.05. Location
and Travel.
During
the Term, Executive shall be physically present at Employer’s offices in St.
Helier, Jersey, Channel Islands when discussing, deliberating over or making
any
material decision regarding or affecting Employer or its business or affairs
(whether or not such activity includes or involves the Board), as determined
by
the Board in its discretion. Executive acknowledges and agrees that his duties
and responsibilities to Employer will require him to travel worldwide from
time
to time, including to Employer’s offices in the Channel Islands.
ARTICLE
II
Compensation
SECTION
2.01. Salary.
As
compensation for all services rendered by Executive to Employer and all its
affiliates in any capacity and for all other obligations of Executive hereunder,
Employer shall pay Executive a salary (“Salary”)
during
the Term at the annual rate of $400,000, payable monthly to a bank account
specified by Executive.
SECTION
2.02. Annual
Bonus.
During
the Term, Executive shall be eligible to receive an annual cash bonus in such
amount and subject to such terms and conditions as the Board may determine
in
its discretion.
SECTION
2.03. Equity
Awards.
Upon the
pricing date of the IPO, Executive shall receive, pursuant to an incentive
compensation plan to be adopted by Employer , stock options with respect to
Employer’s common stock (“Options”) and restricted shares of Employer’s common
stock (“Restricted Stock”) having an aggregate grant-date value of $75,000 (the
“Initial Grants”). The Initial Grants shall be divided equally between Options,
which will vest pro-rata over three years, and Restricted Stock, which will
vest
pro rata over four years. The Initial Grants and the other terms and
conditions thereof shall be evidenced by award agreements to be entered into
by
Executive and Employer. During the Term, Executive shall be eligible to receive
other awards of equity interests in Employer in such amounts and subject to
such
terms and conditions as the Board may determine in its discretion.
SECTION
2.04. Benefits.
During
the Term, Executive shall not be entitled to receive, and Employer shall have
no
obligation to provide, any employee benefits (including health, welfare,
disability, pension, retirement and death benefits), fringe benefits or
perquisites, except as otherwise set forth herein.
2
SECTION
2.05. Vacation.
During
each calendar year of the Term, Executive shall be entitled to four weeks of
paid vacation from Employer, pro rated for any partial calendar
year.
SECTION
2.06. Business
Expenses.
Employer
shall reimburse Executive for all necessary and reasonable “out-of-pocket”
business expenses incurred by Executive in the performance of Executive’s duties
hereunder, provided
that
Executive furnishes to Employer adequate records and other documentary evidence
required to substantiate such expenditures and otherwise complies with any
travel and expense reimbursement policy established by the Board from time
to
time.
SECTION
2.07. Withholdings.
Employer
and its affiliates may withhold or deduct from any amounts payable under this
Agreement such taxes, fees, contributions and other amounts as may be required
to be withheld or deducted pursuant to any applicable law or
regulation.
ARTICLE
III
Termination
SECTION
3.01. General;
Exclusive Rights.
Subject
to the provisions of this Article III, Executive’s employment with Employer may
be terminated by Executive or Employer at any time and for any reason, which
termination shall be effective on the date specified by Executive or Employer,
as the case may be. In the event that Executive’s employment with Employer is
terminated, whether by Employer or Executive, at any time and for any reason,
Executive shall have no further rights to any compensation, payments or any
other benefits under this Agreement or any other contract, plan, policy or
arrangement with Employer or its affiliates, except as set forth in this Article
III.
SECTION
3.02. Accrued
Rights.
Upon the
termination of Executive’s employment with Employer, whether by Employer or
Executive, at any time and for any reason, Executive shall be entitled to
receive (a) Salary earned through the date of termination that remains
unpaid as of such date and (b) reimbursement of any unreimbursed business
expenses incurred by Executive prior to the date of termination to the extent
such expenses are reimbursable under Section 2.06 (all such amounts, the
“Accrued
Rights”).
SECTION
3.03. Termination
by Employer Other Than for Cause.
(a) If
(i) Employer elects to terminate Executive’s employment during the Term for
any reason other than Cause (as defined below) or (ii) Employer elects not
to extend the Term in accordance with Section 1.02 and Employer would not
at such time have Cause to terminate Executive’s employment, then
(A) Employer shall continue to pay Executive’s Salary through the later of
(1) April 15, 2008 and (2) the first anniversary of the effective date
of Executive’s termination of employment and (B) in the event of a
termination pursuant to clause (i), all equity-based compensation granted
to Executive pursuant to
3
Section 2.03
(including the Initial Grants) shall immediately vest and become exercisable,
subject to the other terms and conditions of such grants, provided
that
Employer shall not be obligated to commence any payment under this
Section 3.03, and Executive shall not be entitled to any such acceleration,
until such time as Executive has provided an irrevocable waiver and general
release of claims, including Executive’s right to notice pursuant to the
Employment (Jersey) Law, 2003, as amended (other than Executive’s rights under
this Agreement ), in favor of Employer, its affiliates, and their respective
directors, officers, employees, agents and representatives in form and substance
acceptable to Employer; provided,
further,
that
Employer shall be entitled to cease making, and Executive shall forfeit any
entitlement to receive, such payments in the event that Executive breaches
any
of his obligations under Article IV.
(b)
For
purposes of this Agreement, the term “Cause”
shall
mean (i) Executive’s failure to perform those duties that Executive
is required or expected to perform pursuant to this Agreement,
(ii) Executive’s dishonesty or breach of any fiduciary duty to Employer in
the performance of Executive’s duties hereunder, (iii) Executive’s
conviction of, or a plea of guilty or nolo contendere to, a misdemeanor
involving moral turpitude, fraud, dishonesty, theft, unethical business conduct
or conduct that impairs the reputation of Employer or any of its affiliates
or
any felony (or the equivalent thereof in any jurisdiction),
(iv) Executive’s gross negligence or willful misconduct in connection with
Executive’s duties hereunder or any act or omission that is injurious to the
financial condition or business reputation of Employer or any of its affiliates
or (v) Executive’s breach of the provisions of Article IV of this
Agreement.
SECTION
3.04. Termination
upon Death or Disability.
(a)
Executive’s employment with Employer shall terminate immediately upon
Executive’s death or Disability (as defined below). In the event Executive’s
employment terminates due to death or Disability, then Employer shall continue
to pay Executive’s Salary through the first anniversary of the effective date of
such termination of employment.
(b)
For
purposes of this Agreement, the term “Disability”
shall
mean the inability of Executive, due to illness, accident or any other physical
or mental incapacity, to perform Executive’s duties in a normal manner for a
period of 120 days (whether or not consecutive) in any twelve-month period
during the Term. The Board shall determine, on the basis of the facts then
available, whether and when the Disability of Executive has occurred. Such
determination shall take into consideration the expert medical opinion of a
physician mutually agreeable to Employer and Executive based upon such
physician’s examination of Executive. Executive agrees to make himself available
for such examination upon the reasonable request of Employer.
SECTION
3.05. Termination
by Executive.
If
Executive terminates his employment with Employer for any reason, Executive
shall provide written notice to Employer at least 30 days prior to the
effective date of such termination.
SECTION
3.06. Change
of Control.
(a) In
the event that Executive’s employment is terminated by Executive for Good Reason
within one year following a
4
Change
of
Control, Executive shall be entitled to receive the continuation of his Salary
through the later of (i) the third anniversary of the Commencement Date and
(ii) the first anniversary of the effective date of Executive’s termination
of employment.
(b)
For
purposes of this Agreement, the term
(i)
“Change
of Control”
shall
mean the occurrence of any of the following events:
(A)
the
consummation of (1) a merger, consolidation, statutory share exchange or similar
form of corporate transaction involving (x) Employer or (y) any entity in
which Employer, directly or indirectly, possesses 50% or more of the total
combined voting power of all classes of its stock, but in the case of this
clause (y) only if Employer Voting Securities (as defined below) are issued
or
issuable in connection with such transaction (each of the transactions referred
to in this clause (1) being hereinafter referred to as a “Reorganization”) or
(2) the sale or other disposition of all or substantially all the assets of
Employer to an entity that is not an affiliate (a “Sale”) if such Reorganization
or Sale requires the approval of Employer’s stockholders under the law of
Employer’s jurisdiction of organization (whether such approval is required for
such Reorganization or Sale or for the issuance of securities of Employer in
such Reorganization or Sale), unless, immediately following such Reorganization
or Sale, (I) all or substantially all the individuals and entities who were
the “beneficial owners” (as such term is defined in Rule 13d-3 under the
Exchange Act (or a successor rule thereto)) of the Shares or other securities
eligible to vote for the election of the Board (collectively, the “Employer
Voting Securities”) outstanding immediately prior to the consummation of such
Reorganization or Sale beneficially own, directly or indirectly, more than
50%
of the combined voting power of the then outstanding voting securities of the
entity resulting from such Reorganization or Sale (including, without
limitation, an entity that as a result of such transaction owns Employer or
all
or substantially all the Employer’s assets either directly or through one or
more subsidiaries) (the “Continuing Entity”) in substantially the same
proportions as their ownership, immediately prior to the consummation of such
Reorganization or Sale, of the outstanding Employer Voting Securities (excluding
any outstanding voting securities of the Continuing Entity that such beneficial
owners hold immediately following the consummation of the Reorganization or
Sale
as a result of their ownership prior to such consummation of voting securities
of any entity involved in or forming part of such Reorganization or Sale other
than Employer and its affiliates) and (II) no Person beneficially owns,
directly or indirectly, 30% or more of the combined voting power of the
5
then
outstanding voting securities of the Continuing
Entity immediately following the consummation of such Reorganization or
Sale;
(B)
the
stockholders of Employer approve a plan of complete liquidation or dissolution
of Employer; or
(C)
any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act, respectively) (other than Employer or an affiliate) becomes
the beneficial owner, directly or indirectly, of securities of Employer
representing 50% or more of the then outstanding Employer Voting Securities;
provided
that for
purposes of this subparagraph (C), any acquisition directly from Employer shall
not constitute a Change of Control; and
(ii)
“Good
Reason”
shall
mean the occurrence of any of the following events or circumstances (without
the
prior written consent of Executive): (A) a material reduction by Employer of
Executive’s authority or a material change in Executive’s functions, duties or
responsibilities, (B) a reduction in Executive’s Salary, (C) a requirement that
Executive report to anyone other than the Board, (D) a requirement that
Executive relocate his residence (it being understood that the requirements
set
forth in Section 1.05 do not constitute a requirement to relocate) or (E) a
breach by Employer of any material obligation of Employer under this Agreement
(which breach has not been cured within 30 days after written notice thereof
is
provided to Employer by Executive specifically identifying such breach in
reasonable detail).
ARTICLE
IV
Executive
Covenants
SECTION
4.01. Employer’s
Interests.
Executive acknowledges that Employer has expended substantial amounts of time,
money and effort to develop business strategies, substantial customer and
supplier relationships, goodwill, business and trade secrets, confidential
information and intellectual property and to build an efficient organization
and
that Employer has a legitimate business interest and right in protecting those
assets as well as any similar assets that Employer may develop or obtain
following the Commencement Date. Executive acknowledges and agrees that the
restrictions imposed upon Executive under this Agreement are reasonable and
necessary for the protection of such assets and that the restrictions set forth
in this Agreement will not prevent Executive from earning an adequate and
reasonable livelihood and supporting his dependents without violating any
provision of this Agreement. Executive further acknowledges that Employer would
not have agreed to enter into this Agreement without Executive’s agreeing to
enter into, and to honor the provisions and covenants of, this Article IV.
Therefore, Executive agrees that, in consideration of Employer’s entering into
this Agreement and Employer’s obligations hereunder and other good and valuable
6
consideration,
the receipt of which is hereby acknowledged by Executive, Executive shall be
bound by, and agrees to honor and comply with, the provisions and covenants
contained in this Article IV following the Commencement Date.
SECTION
4.02. Scope
of Covenants.
For
purposes of this Article IV, the term “Employer” includes Employer’s
affiliates, and its and their predecessors, successors and assigns.
SECTION
4.03. Non-Disclosure
of Confidential Information. (a)
Executive acknowledges that, in the performance of his duties as an employee
of
Employer, Executive may be given access to Confidential Information (as defined
below). Executive agrees that all Confidential Information has been, is and
will
be the sole property of Employer and that Executive has no right, title or
interest therein. Executive shall not, directly or indirectly, disclose or
cause
or permit to be disclosed to any person, or utilize or cause or permit to be
utilized, by any person, any Confidential Information acquired pursuant to
Executive’s employment with Employer (whether acquired prior to or subsequent to
the execution of this Agreement or the Commencement Date) or otherwise, except
that Executive may (i) utilize and disclose Confidential Information as
required in the discharge of Executive’s duties as an employee of Employer in
good faith, subject to any restriction, limitation or condition placed on such
use or disclosure by Employer, and (ii) disclose Confidential Information
to the extent required by applicable law or as ordered by a court of competent
jurisdiction.
(b)
For
purposes of this Agreement, “Confidential
Information”
shall
mean trade secrets and confidential or proprietary information, knowledge or
data that is or will be used, developed, obtained or owned by Employer relating
to the business, operations, products or services of Employer or of any
customer, supplier, employee or independent contractor thereof, including
products, services, fees, pricing, designs, marketing plans, strategies,
analyses, forecasts, formulas, drawings, photographs, reports, records, computer
software (whether or not owned by, or designed for, Employer), operating
systems, applications, program listings, flow charts, manuals, documentation,
data, databases, specifications, technology, inventions, developments, methods,
improvements, techniques, devices, products, know-how, processes, financial
data, customer or supplier lists, contact persons, cost information, regulatory
matters, employee information, accounting and business methods, trade secrets,
copyrightable works and information with respect to any supplier, customer,
employee or independent contractor of Employer, in each case whether patentable
or unpatentable, whether or not reduced to writing or other tangible medium
of
expression and whether or not reduced to practice, and all similar and related
information in any form; provided,
however,
that
Confidential Information shall not include information that is generally known
to the public other than as a result of disclosure by Executive in breach of
this Agreement or in breach of any similar covenant made by Executive or any
other duty of confidentiality.
SECTION
4.04. Non-Disparagement.
After
the date hereof, Executive shall not, whether in writing or orally, criticize
or
disparage Employer, its business or any of its customers, clients, suppliers
or
vendors or any of its current or former,
7
stockholders,
directors, officers, employees, agents or representatives or any affiliates,
directors, officers or employees of any of the foregoing, provided
that
Executive may provide critical assessments of Employer to Employer during the
Term.
SECTION
4.05. Non-Competition.
(a) For
the Restricted Period (as defined below) Executive shall not directly or
indirectly, without the prior written consent of the Board:
(i)
engage
in
any activity or business, or establish any new business, in any location that
is
involved with the voyage chartering or time chartering of crude oil tankers,
including assisting any person in any way to do, or attempt to do, any of the
foregoing;
(ii)
(A) solicit
any person that is a customer or client (or prospective customer or client)
of Employer or any of its affiliates to purchase any goods or services of the
type sold by Employer or any of its affiliates from any person other than
Employer or any of its affiliates or to reduce or refrain from doing (or
otherwise change the terms or conditions of) any business with Employer or
any
of its affiliates, (B) interfere with or damage (or attempt to interfere with
or
damage) any relationship between Employer or any of its affiliates and their
respective employees, customers, clients, vendors or suppliers (or any person
that Employer or any of its affiliates have approached or have made significant
plans to approach as a prospective employee, customer, client, vendor or
supplier) or any governmental authority or any agent or representative thereof
or (C) assist any person in any way to do, or attempt to do, any of the
foregoing; or
(iii)
form,
or
acquire a two (2%) percent or greater equity ownership, voting or profit
participation interest in, any Competitor.
(b)
For
purposes of this Agreement, the term “Restricted
Period”
shall
mean a period commencing on the date of the Commencement Date and terminating
one year from the date Executive ceases to be an employee of Employer for any
reason. The Restricted Period shall be tolled during (and shall be deemed
automatically extended by) any period in which Executive is in violation of
this
Section 4.07.
(c)
For
purposes of this Agreement, the term “Competitor”
means
any person
that engages in any activity, or owns or controls a significant
interest in any person that engages in any activity, in the voyage chartering
and time chartering of crude oil tankers; provided
that a
Competitor shall not include any person who the Board has deemed, through its
prior written approval, not to be a Competitor.
SECTION
4.06. Records.
All
memoranda, books, records, documents, papers, plans, information, letters,
computer software and hardware, electronic records and other data relating
to
Confidential Information, whether prepared by Executive or otherwise, in
Executive’s possession shall be and remain the exclusive property of Employer,
and Executive shall not directly or indirectly assert any interest or property
8
rights
therein. Upon termination of employment with Employer for any reason, and upon
the request of Employer at any time, Executive will immediately deliver to
Employer all such memoranda, books, records, documents, papers, plans,
information, letters, computer software and hardware, electronic records and
other data, and all copies thereof or therefrom, and Executive will not retain,
or cause or permit to be retained, any copies or other embodiments of such
materials.
SECTION
4.07. Specific
Performance.
Executive agrees that any breach by Executive of any of the provisions of this
Article IV shall cause irreparable harm to Employer that could not be
adequately compensated by monetary damages and that, in the event of such a
breach, Executive shall waive the defense in any action for specific performance
that a remedy at law would be adequate, and Employer shall be entitled to
(a) specifically enforce the terms and provisions of this Article IV
without the necessity of proving actual damages or posting any bond or providing
prior notice and (b) cease making any payments or providing any benefit
otherwise required by this Agreement (including payments under
Section 3.03), in each case in addition to any other remedy to which
Employer may be entitled at law or in equity. Without limiting the generality
of
the foregoing, in any proceeding in which Employer seeks enforcement of this
Agreement or seeks relief from Executive’s violation of this Agreement and
Employer prevails in such proceeding, Employer shall be entitled to recover
from
Executive all litigation costs and attorneys’ fees and expenses incurred by
Employer in any suit, action or proceeding arising out of or relating to this
Agreement.
SECTION
4.08. Executive
Representations and Warranties.
Executive represents and warrants to Employer that the execution and delivery
of
this Agreement by Executive and the performance by Executive of Executive’s
duties hereunder shall not constitute a breach of, or otherwise contravene,
or
conflict with the terms of any contract, agreement, arrangement, policy or
understanding to which Executive is a party or otherwise bound.
SECTION
4.09. Cooperation.
Following the termination of Executive’s employment, Executive shall provide
reasonable assistance to and cooperation with Employer in connection with any
suit, action or proceeding (or any appeal therefrom) relating to acts or
omissions that occurred during the period of Executive’s employment with
Employer. Employer shall reimburse Executive for any reasonable expenses
incurred by Executive in connection with the provision of such assistance and
cooperation.
ARTICLE
V
Miscellaneous
SECTION
5.01. Assignment.
This
Agreement is personal to Executive and shall not be assignable by Executive.
The
parties agree that any attempt by Executive to delegate Executive’s duties
hereunder shall be null and void. Employer may assign this Agreement and its
rights and obligations thereunder, in whole or in part, to
9
any
person that is an affiliate, or a successor in interest to substantially all
the
business or assets, of Employer. Upon such assignment, the rights and
obligations of Employer hereunder shall become the rights and obligations of
such affiliate or successor person, and Executive agrees that Employer shall
be
released and novated from any and all further liability hereunder. For purposes
of this Agreement, the term “Employer” shall mean Employer as hereinbefore
defined in the recitals to this Agreement and any permitted assignee to which
this Agreement is assigned.
SECTION
5.02. Successors.
This
Agreement shall be binding upon and shall inure to the benefit of the successors
and permitted assigns of Employer and the personal and legal representatives,
executors, administrators, successors, distributees, devisees and legatees
of
Executive. Executive acknowledges and agrees that all Executive’s covenants and
obligations to Employer, as well as the rights of Employer under this Agreement,
shall run in favor of and will be enforceable by Employer, its affiliates and
their successors and permitted assigns.
SECTION
5.03. Entire
Agreement.
This
Agreement contains the entire understanding of Executive, on the one hand,
and
Employer and its affiliates, on the other hand, with respect to the subject
matter hereof, and all oral or written agreements or representations, express
or
implied, with respect to the subject matter hereof are set forth in this
Agreement.
SECTION
5.04. Amendment.
This
Agreement may not be altered, modified or amended except by written instrument
signed by the parties hereto.
SECTION
5.05. Notice.
All
notices, requests, demands and other communications required or permitted to
be
given under the terms of this Agreement shall be in writing and shall be deemed
to have been duly given when delivered by hand or overnight courier, return
receipt requested, postage prepaid, addressed to the other party as set forth
below:
|
If
to Employer:
|
00
Xxx Xxxxxx
Xx.
Xxxxxx, Xxxxxx XX00XX
Channel
Islands
Attn:
Board of Directors
|
|
|
If
to Executive:
|
Ole
Xxxxx Xxxxxx
Krags
Xxx 00
0000
Xxxx
|
The
parties may change the address to which notices under this Agreement shall
be
sent by providing written notice to the other in the manner specified
above.
10
SECTION
5.06. Governing
Law; Jurisdiction; Waiver of Jury Trial.
This
Agreement shall be governed by and construed in accordance with the laws of
Jersey, without regard to the conflicts of law principles thereof, and both
Employer and Executive submit to the non-exclusive jurisdiction of the Royal
Court of Jersey in all matters arising out of or in connection with this
Agreement.
SECTION
5.07. Severability.
If any
term, provision, covenant or condition of this Agreement is held by a court
of
competent jurisdiction to be invalid, illegal, void or unenforceable in any
jurisdiction, then such provision, covenant or condition shall, as to such
jurisdiction, be modified or restricted to the extent necessary to make such
provision valid, binding and enforceable, or, if such provision cannot be
modified or restricted, then such provision shall, as to such jurisdiction,
be
deemed to be excised from this Agreement and any such invalidity, illegality
or
unenforceability with respect to such provision shall not invalidate or render
unenforceable such provision in any other jurisdiction, and the remainder of
the
provisions hereof shall remain in full force and effect and shall in no way
be
affected, impaired or invalidated.
SECTION
5.08. Survival.
Subject
to Section 1.01, the rights and obligations of Employer and Executive under
the
provisions of this Agreement, including Articles IV and V of this
Agreement, shall survive and remain binding and enforceable, notwithstanding
any
termination of Executive’s employment with Employer for any reason, to the
extent necessary to preserve the intended benefits of such
provisions.
SECTION
5.09. No
Waiver.
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver of such party’s rights or
deprive such party of the right thereafter to insist upon strict adherence
to
that term or any other term of this Agreement.
SECTION
5.10. Counterparts.
This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same
instrument.
SECTION
5.11. Construction.
(a) The
headings in this Agreement are for convenience only, are not a part of this
Agreement and shall not affect the construction of the provisions of this
Agreement.
(b)
For
purposes of this Agreement, the words “include” and “including”, and variations
thereof, shall not be deemed to be terms of limitation but rather will be deemed
to be followed by the words “without limitation”.
(c)
For
purposes of this Agreement, the term “person” means any individual, partnership,
company, corporation or other entity of any kind.
(d)
For
purposes of this Agreement, the term “affiliate”, with respect to any person,
means any other person that controls, is controlled by or is under common
control with such person.
11
REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK
12
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
|
|
|
|
by
|
|
|
/s/
Xxxx X. Xxxx
|
|
|
Name: Xxxx
X. Xxxx
|
|
|
Title: Chairman
|
|
|
OLE
XXXXX XXXXXX,
|
|
|
by
|
|
|
/s/
Ole Xxxxx Xxxxxx
|
|
