XXXXXXX EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 28th day of
February, 2000, and is by and between Fullcomm, Inc., a New Jersey corporation
with an office for purposes of this Agreement at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000 (hereinafter the "Company" or "Employer"), and Xxxxxxx Xxxxxxx
(hereinafter the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Company wishes to retain the services of Employee to act as
President for and on its behalf in accordance with the following terms,
conditions and provisions; and
WHEREAS, Employee wishes to perform such services for and on behalf of the
Company, in accordance with the following terms, conditions and provisions.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:
1. EMPLOYMENT. Company hereby employs Employee and Employee accepts such
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employment and shall perform his duties and the responsibilities provided for
herein in accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. Employee shall at all times be Company's employee
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subject to the terms and conditions of this Agreement.
3. TERMS. Unless earlier terminated pursuant to terms and provisions of
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this Agreement, this Agreement shall have a term (the "Term") of two (2) years
following the date hereof. The Term shall automatically renew for successive
one-year terms thereafter unless either party delivers written notice of
termination to the other at least 60 days prior to the end of the initial
two-year Term or any succeeding one-year Term.
4. POSITION. During Employee's employment hereunder, Employee shall serve
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as President of the Company. In such position, Employee shall have the customary
powers, responsibilities and authorities of such position in corporations of the
size, type and nature of the Company including being generally responsible for
the day-to-day operations of Employer's business. Employee shall perform such
duties and exercise such powers commensurate with his positions and
responsibilities as shall be determined from time to time by the Board of
Directors of the Company (the "Board") and the Chief Executive Officer of the
Company. Neither Employee's title nor any of his functions shall be changed,
diminished or adversely affected during the Term without his written consent.
Employee shall be provided with an office, staff and other working
facilities at the executive offices of the Company consistent with his position
and as required for the performance of his duties.
5. COMPENSATION. For the performance of all of Employee's services to be
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rendered pursuant to the terms of this Agreement, Company will pay and Employee
will accept the following compensation:
5.1. During the Term, Company shall pay the Employee an initial base
monthly salary of $5,000 (the "Base Salary") payable in bi-monthly installments,
and such Base Salary shall not be decreased during the Term. Employee's Base
Salary, as in effect from time to time, is hereinafter referred to as the
"Employee's Base Salary."
5.2 Employee shall be eligible to participate in (i) the Incentive Stock
Option Plan as may be established by the Board on the terms and conditions
generally applicable to such ISO plan participants and (ii) the Company's Senior
Management Bonus Plan.
5.3. Company shall deduct and withhold from Employee's compensation all
necessary or required taxes, including but not limited to Social Security,
withholding and otherwise, and any other applicable amounts required by law or
any taxing authority.
6. Employee Benefits.
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6.1. During the Term hereof and so long as Employee is not terminated for
cause (as such term is defined herein): Employee shall receive and be provided
health, dental and life insurance, and during Employee's employment hereunder,
in the sole and absolute discretion of the Board, such other employee benefits
including, without limitation, fringe benefits, vacation, automobile, retirement
plan participation and life, health, accident and disability insurance, etc.
(collectively, "Employee Benefits"). The parties acknowledge that the benefits
to be provided pursuant to this Section shall commence as soon as practicable
following the date hereof, but in any case within six months following the date
hereof.
6.2. Employee shall be entitled to receive rotor (4) weeks paid vacation
per year. If such vacation time is not taken by Employee in the then current
year, Employee at his option may accrue vacation or receive compensation in lieu
thereof at one-half the then current level of Employee's Base Salary.
6.3. Reasonable travel, entertainment and other business expenses actually
incurred by Employee in the performance of his duties hereunder shall be
reimbursed by the Company upon the approval of the Chief Executive Officer who
shall be entitled to request supporting documentation (receipts, invoices, etc.)
with respect to such expenses.
7. Termination.
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7.1. For Cause by the Company. Employee's employment hereunder may be
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terminated by the Company at any time with or without cause upon thirty (30)
days prior written notice. Any termination of Employee's employment pursuant to
this Section 7.1 shall be made by the Board.
7.1.1. If Employee is terminated for cause, he shall be entitled to
receive Employee's Base Salary from Company only through the date of termination
and Employee shall be entitled to no other payments of Employee's Base Salary
under this Agreement. If Employee is terminated without cause, he shall be
entitled to receive Employee's Base Salary for the shorter of (i) one year or
(ii) the remaining term of his employment, immediately prior to the date of
termination. All other benefits, if any, due Employee following Employee's
termination of employment pursuant to this Subsection 7.1.1 shall be determined
in accordance with the plans, policies and practices of the Company.
7.1.2 For the purposes of this Agreement, "cause" shall include, without
limitation, the following conduct of the Employee:
(i) neglect or refusal to perform the duties assigned to the Employee under
or pursuant to this Employment Agreement or material breach of any
provision of this Employment Agreement by the Employee after due notice
thereof and a 15 day opportunity to cure such breach;
(ii) willful misconduct as an Employee, including but not limited to,
misappropriating funds or property of the Company; any attempt to obtain any
personal profit from any transaction in which the Employee has an interest that
is adverse to the Company or any breach of the duty of loyalty and fidelity to
the Company; or any other act or omission of the Employee which substantially
impairs the Company's ability to conduct its ordinary business in its usual
manner;
(iii) conviction of a felony or plea of guilty or nolo contendere to a
felony;
(iv) acts of dishonesty or moral turpitude by the Employee that are
detrimental to the Company or any other act or omission which subjects the
Company or any of its affiliates to public disrespect, scandal, or ridicule, or
that causes the Company to be in violation of governmental regulations that
subjects the Company either to sanctions by governmental authority or to civil
liability to its Employees or third parties; and
(v) disclosure or use of confidential information of the Company, other
than as specifically authorized and required in the performance of Employee's
duties.
7.2. Disability or Death. (i) Employee's employment hereunder shall
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terminate upon his death or if Employee becomes physically or mentally
incapacitated and is therefore unable (or will, as a result thereof, be unable)
to perform his duties for a period of nine (9) consecutive months or for an
aggregate of fifteen (15) months in any twenty-four (24) consecutive month
period (such
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incapacity is hereinafter referred to as "Disability"). If Company terminates
Employee's employment under the terms of this Agreement and Employee does not
receive disability insurance payments under the terms hereof in an amount at
least equal to the then effective Employee's Base Salary pursuant to a policy
maintained and paid for by the Company, Company shall be responsible to continue
to pay Employee's Base Salary during the then remaining Term to the extent
required to bring the Employee's annual compensation (together with disability
payments) up to the amount equal to the Employee's Base Salary immediately prior
to the termination for disability. Any question as to the existence of the
Disability of Employee as to which Employee and the Company cannot agree shall
be determined in writing by a qualified independent physician mutually
acceptable to Employee and the Company. If Employee and the Company cannot agree
as to a qualified independent physician, each shall appoint such a physician and
those two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the Company and
Employee shall be final and conclusive for all purposes of the Agreement.
7.2.1. Upon termination of Employee's employment hereunder during the
Term as a result of death, Employee's estate or named beneficiary(ies)
shall receive from the Company (x) Employee's Base Salary at the rate in
effect at the time of Employee's death through the end of the month in
which his death and (y) the proceeds of any life insurance policy
maintained for his benefit by the Company pursuant to this Agreement (or
the Plans and Policies of the Company generally).
7.2.2. All other benefits, if any, due Employee following Employee's
termination of employment pursuant to this Section 7.2 shall be determined
in accordance with the plans, policies and practices of the Company.
7.3. Change in Control Payment.
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7.3.1. If there is a Change of Control within one (1) year of the
termination of this Agreement without cause by the Company, Employee shall be
entitled to receive the difference between those monies he actually received
upon such termination and 2.99 times Employee's base amount as defined in
Section 280G(b)(3) of the Internal Revenue code of 1986, as amended (the "Code")
(the "Employee Base Amount").
7.3.2. Subject to Section 7.6, if Employee's employment is terminated by
the Company and coincident with or following a Change of Control, Employee shall
be entitled to a lump sum payment, payable within ten (10) days after such
termination of employment, equal to the product of (x) 2.99 times (y) the
Employee Base Amount.
7.4. Termination by Employee. If Employee terminates his employment with
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the Company for any reason during the term, Employee shall be entitled to the
same payments he would have received if his employment had been terminated by
the Company.
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7.5 Change of Control defined: For purposes of this Agreement, "Change of
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Control" shall mean (i) any transaction or series of transactions(including,
without limitation, a tender offer, merger or consolidation) the result of which
is that any "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), becomes the "beneficial" owner (as defined in rule 13(d)(3) under the
Securities Exchange Act of 1934) of more than 50 percent (50%) of the total
aggregate voting power of all classes of the voting stock of the Company and/or
warrants or options to acquire such voting stock, calculated on a fully diluted
basis, (ii) during any period of two consecutive calendar years, individuals who
at the beginning of such period constituted the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the directors then in office, or (iii) a sale of assets constituting
all or substantially all of the assets of the Company (determined on a
consolidated basis). In the event of such Change of Control, the new entity
shall be obligated to assume the terms and conditions of this Agreement.
7.6. Limitation on Certain Payments.
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7.6.1. In the event it is determined pursuant to Section 7.6.2 below,
that part or all of the consideration, compensation or benefits to be paid to
Employee under this Agreement in connection with Employee's termination of
employment following a Change of Control or under any other plan, arrangement or
agreement in connection therewith, constitutes a "parachute payment" (or
payments) under Section 280G(b)(2) of the Code, then, of the aggregate present
value of such parachute payments (the "Parachute Amount") exceeds 2.99 times the
Employee Base Amount, the amounts constituting "parachute payments" which would
otherwise be payable to or for the benefit of Employee shall be reduced to the
extent necessary such that the Parachute Amount is equal to 2.99 times the
Employee Base Amount. Employee shall have the right to choose which amounts that
would otherwise be due him but for the limitations described in this paragraph
shall be subject to reduction. Notwithstanding the foregoing, if it is
determined that stockholder approval of the payment of such compensation and
benefits will reduce the applicability of Section 280G of the Code to such
payment, promptly after request by Employee, Company will undertake reasonable
efforts to hold such a meeting to obtain such approval or to solicit such
approval by written consent, and to obtain such approval.
7.6.2. Any determination that a payment constitutes a parachute
payment and any calculation described in this Section 7.6 ("determination")
shall be made by the independent public accountants for the Company, and may, at
Company's election, be made prior to termination of Employee's employment where
Company determines that a Change in Control, as provided in this Section 7, is
imminent. Such determination shall be furnished in writing no later than thirty
(30) days following the date of the Change in Control by the accountants to
Employee. If Employee does not agree with such determination from the
accountants and within Fifteen (15) days thereafter, accountants of Employee's
choice must deliver to the Company their determination that in their
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judgment complies with the Code. If the two accountants cannot agree upon the
amount to be paid to Employee pursuant to this Section 7 within ten (10) days of
delivery of the statement of Employee's accountants to the Company, the two
accountants shall choose a third accountant who shall deliver their
determination of the appropriate amount to be paid to Employee pursuant to this
Section 7.6, which determination shall be final. If the final determination
provides for the payment of a greater amount than that proposed by the
accountants of the Company, then the Company shall pay all of Employee's costs
incurred in contesting such determination and all other costs incurred by the
Company with respect to such determination.
7.6.3. If the final determination made pursuant to Subsection 7.6.2 of this
Section 7.6 results in a reduction of the payments that would otherwise be paid
to Employee except for the application of Section 7.6.1 of this Section 7.6,
Employee may then elect, in his sole discretion, which and how much of any
particular entitlement shall be eliminated or reduced and shall advise the
Company in writing of his election within ten (10) days of the final
determination of the reduction in payments. If no such election is made by
Employee within such 10-day period, the Company may elect which and how much of
any entitlement shall be eliminated or reduced and shall notify Employee
promptly of such election. Within ten (10) days following such determination and
the elections hereunder, the Company shall pay to or distribute to or for the
benefit of Employee such amounts as become due to Employee under this agreement.
7.6.4. As a result of the uncertainty in the application of Section 280G of
the Code at the time of a determination hereunder, it is possible that payments
will be made by the Company which should not have been made under Subsection
7.6.1 of this Section 7.6 ("Overpayment") or that additional payments which are
not made by the Company pursuant to Subsection 7.6.1. of this Section 7.6 should
have been made ("Underpayment"). In the event that there is a final
determination by the internal Revenue Service, or a final determination by a
court of competent jurisdiction, that an Overpayment has been made, any such
Overpayment shall be treated for all purposes as a loan to Employee which
Employee shall repay to the Company together with interest at the applicable
Federal rate provided for in Section 7872(f)(2) of the Code. In the event that
there is a final determination by the Internal Revenue Service, a final
determination by a court of competent jurisdiction or a change in the provisions
of the Code or regulations pursuant to which an Underpayment arises under this
Agreement, any such Underpayment shall be promptly paid by the Company to or for
the benefit of Employee, together with interest at the applicable Federal rate
provided for in Section 7872(f)(2) of the code.
8. NON-DISCLOSURE OF INFORMATION.
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8.1. Employee acknowledges that by virtue of his position he will be privy
to the Company's confidential information and trade secrets, as they may exist
from time to time, and that such confidential information, and trade secrets may
constitute valuable, special, ,and unique assets of the Company (hereinafter
collectively "Confidential Information"). Accordingly, Employee shall not,
during the Term and for a period of five (5) years thereafter, intentionally
disclose all or any part of the Confidential Information to any person, firm,
corporation, association or any other entity for
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any reason or purpose whatsoever, nor shall Employee and any other person by,
through or with Employee, during the term and for a period of five (5) years
thereafter, intentionally make use of any of the Confidential Information for
any purpose or for the benefit of any other person or entity, other than
Company, under any circumstances.
8.2. Company and Employee agree that a violation of the foregoing covenants
will cause irreparable injury to the Company, and that in the event of a breach
or threatened breach by Employee of the provisions of this Section 8, Company
shall be entitled to an injunction restraining Employee from disclosing, in
whole or in part, any Confidential Information, or from rendering any services
to any person, firm, corporation, association or other entity to whom any such
information, in whole or in part, has been disclosed or is threatened to be
disclosed in violation of this Agreement. Nothing herein stated shall be
construed as prohibiting the Company from pursuing any other rights and
remedies, at law or in equity, available to the Company for such breach or
threatened breach, including the recovery of damages from the Employee. In
connection with this paragraph's provisions, Employee hereby (i) submits to the
jurisdiction of any federal court in New Jersey or any New Jersey state court of
general jurisdiction in the county in which Princeton is located, (ii) waives
any and all defenses based on inconvenient forum, and (iii) agrees to pay the
reasonable fees and disbursements of the Company's legal counsel in connection
with obtaining any such injunctive relief.
8.3. Notwithstanding anything contained in this Section 8 to the contrary
"Confidential Information" shall not include (i) information in the public
domain as of the date hereof, (ii) information which enters the public domain
hereafter through no fault of the Employee, and (iii) information created,
discovered or developed by the Employee independent of his association with the
Company, provided that such information is supported by accompanying
documentation of such independent development. Nothing contained in this
Section 8 shall be deemed to preclude the proper use by the Employee of
Confidential Information in the exercise of his duties hereunder or the
disclosure of Confidential Information required by law.
9. RESTRICTIVE COVENANT.
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9.1 During the term hereof and for a period of one (1) year after the
termination of this Agreement, Employee covenants and agrees that he shall not
own, manage, operate, control, be employed by, participate in, or be connected
in any manner with the ownership, management, operation, or control, whether
directly or indirectly, as an individual on his own account, or as a partner,
member, joint venture, officer, director or shareholder of a corporation or
other entity, of any business which competes with the Company's business of
embedded digital media security. Notwithstanding the foregoing, (i) nothing in
this Section 9 shall prohibit Employee from owning up to 5% of the outstanding
voting capital stock of any corporation or other entity listed on Nasdaq or
traded on any national securities exchange, and (ii) in the event of a
termination by the Company, such restriction shall apply only if the Company has
paid to the Employee all amounts owed to the Employee and is otherwise in
compliance with Section 7 hereof. The foregoing shall not preclude
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the Employee or any affiliate thereof from any consulting arrangement which may
be entered into from time to time with the Company, or its affiliate.
9.2. Employee acknowledges that the restrictions contained in this Section
9 are reasonable. In that regard, it is the intention of the parties to this
Agreement that the provisions of this Section 9 shall be enforced to the fullest
extent permissible under the law and public policy applied in each jurisdiction
in which enforcement is sought. Accordingly, if any portion of this Section 9
shall be adjudicated or deemed to be invalid or unenforceable, the remaining
portions shall remain in full force and effect, and such invalid or
unenforceable portion shall be limited to the particular jurisdiction in which
such adjudication is made.
10. BREACH OR THREATENED BREACH OF COVENANTS. In the event of Employee's
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actual or threatened breach of his obligations under either Paragraph 8 or 9, or
both, of this Agreement, or Company's breach or threatened breach of its
obligations under this Agreement, in addition to any other remedies either
party may have, such party shall be entitled to obtain a temporary restraining
order and a preliminary and/or permanent injunction restraining the other from
violating these provisions. Nothing in this Agreement shall be construed to
prohibit Company or Employee, as the case may be, from pursuing and obtaining
any other available remedies which Company or Employee, as the case may be, may
have for such breach or threatened breach, whether at law or in equity,
including the recovery of damages from the other.
l1. DISCLOSURE OF INNOVATIONS. The Employee hereby agrees to disclose in
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writing to the Company all inventions, improvements and other innovations of any
kind that the Employee makes, conceives, develops or reduces to practice, alone
or jointly with others, during the Term, to the extent they are related to the
Employee's work for the Company and whether or not they are eligible for patent,
copyright, trademark, trade secret or other legal protection ("Innovations").
Examples of Innovations shall include, but are not limited to, discoveries,
research, inventions, formulas, techniques, processes, tools, know-how,
marketing plans, new product plans, production processes, advertising, packaging
and marketing techniques.
12. ASSIGNMENT OF OWNERSHIP OF INNOVATIONS. The Employee hereby agrees that
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all Innovations will be the sole and exclusive property of the Company and the
Employee hereby assigns all of his rights, title or interest in the Innovations
and in all related patents, copyrights, trademarks, trade secrets, rights of
priority and other proprietary rights to the Company to the extent they are
related to the Employee's work for the Company. At the Company's request and
expense, during and after the Term, the Employee will assist and cooperate with
the Company in all respects and will execute documents, and, subject to his
reasonable availability, give testimony and take further acts requested by the
Company to obtain, maintain, perfect and enforce for the Company patent,
copyright, trademark, trade secret and other legal protection for the
Innovations. The Employee hereby appoints the President of the Company as his
attorney-in-fact to execute documents on his behalf for this purpose.
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13. REPRESENTATIONS AND WARRANTIES BY EMPLOYEE. Employee hereby warrants
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and represents that he is not subject to or a party to any restrictive covenants
or other agreements that in any way preclude, restrict, restrain or limit him
(a) from being an Employee of Company, (b) from engaging in the business of
Company in any capacity, directly or indirectly, and (c) from competing with any
other persons, companies, businesses or entities engaged in the business of
Company.
14. ARBITRATION. Other than with respect to a proceeding for injunctive
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relief referred to herein, any controversy or claim arising out of or relating
to this Agreement, the performance thereof or its breach or threatened breach
shall be settled by arbitration in Princeton, New Jersey or other mutually
acceptable place in accordance with the then governing rules of the American
Arbitration Association. The finding of the arbitration panel or arbitrator
shall be final and binding upon the parties with the costs of arbitration to be
equally borne by the plaintiffs and the defendants, i.e. the costs borne by
defendant side in the arbitration, whether single or multiple, shall equal the
costs borne by the plaintiff side in the arbitration, whether single or
multiple. Judgement upon any arbitration award rendered may be entered and
enforced in any court of competent jurisdiction. In no event may the
arbitration determination change Employee's compensation, title, duties or
responsibilities, the entity to whom Employee reports or the principal place
where Employee is to render his services.
15. NOTICES. Any notice required, permitted or desired to be given under
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this Agreement shall be sufficient if it is in writing and (a) personally
delivered to Employee or an authorized member of Company, (b) sent by overnight
delivery or (c) sent by registered or certified mail, return receipt requested,
to Employer's or Employee's address as provided in this Agreement or to a
different address designated in writing by either party. In all instances of
notices to be given to Company, a copy by like means shall be delivered to
Company's counsel care of Xxxxxxxx Xxxxxxxxx Professional Corporation, 000
Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.
In all instances of notices to be given to Employee, a copy by like means shall
be delivered to Employee's counsel at the address supplied by the Employee.
Notice is deemed given on the day it is delivered personally or by overnight
delivery, or five (5) business days after it is mailed, if transmitted by the
United States Post Office.
16. ASSIGNMENT. Employee acknowledges that his services are unique and
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personal. Accordingly, Employee may not assign his rights or delegate his duties
or obligations under this Agreement. Company's rights and obligations under this
Agreement shall inure to the benefit of and shall be binding upon the Company's
successors and assigns. Company has the absolute right to assign its rights and
benefits under the terms of this Agreement.
17. WAIVER OF BREACH. Any waiver of a breach of a provision of this
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Agreement, or any delay or failure to exercise a rider under a provision of this
Agreement, by either party, shall not operate or be construed as a waiver of
that or any other subsequent breach or right.
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18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
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parties. It may not be changed orally but only by an agreement in writing which
is signed by the parties. The parties hereto agree that any existing employment
agreement between them shall terminate as of the date of this Agreement.
19. GOVERNING LAW. This Agreement shall be construed in accordance with and
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governed by the internal laws of the State of New Jersey.
20. SEVERABILITY. The invalidity or non-enforceability of any provision of
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this Agreement or application thereof shall not affect the remaining valid and
enforceable provisions of this Agreement or application thereof.
21. CAPTIONS. Captions in this Agreement are inserted only as a matter of
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convenience and reference and shall not be used to interpret or construe any
provisions of this Agreement.
22. GRAMMATICAL USAGE. In construing or interpreting this Agreement,
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masculine usage shall be substituted for those feminine in form and vice versa,
and plural usage shall be substituted or singular and vice versa, in any place
in which the context so requires.
23. CAPACITY. Employee has read and is familiar with all of the terms and
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conditions of this Agreement and has the capacity to understand such terms and
conditions hereof. By executing this Agreement, Employee agrees to be bound by
this Agreement and the terms and conditions hereof.
24. COUNTERPARTS. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement. Delivery of signed
counterparts via facsimile transmission shaI1 be effective as manual delivery
thereof.
25. CONFLICT OF INTEREST. In any matter requiring a Board determination
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hereunder, Employee, who, it is contemplated, will be a Director, shall be
counted for purposes of determining a quorum but shall recuse himself from the
Board vote, on the matter being determined. Employee may be present in order to
give a presentation on the matter being determined, but shall otherwise be
absent during the course of the Board's deliberation.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first herein above written.
FULLCOMM, INC.
By: /s/ Xxxxxxx X. Case
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Xxxxxxx X. Case, Chief Executive Officer
EMPLOYEE
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxxx
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