EXECUTIVE EMPLOYMENT AGREEMENT
| OmniReliant Corporation | ||
 |
This
Executive Employment Agreement (the “Agreement”), by and among OmniReliant
Corporation, a Florida corporation (“Company”) and Xxxx Xxxxxxxx (“Employee”),
is hereby entered into on October 31, 2006
AGREEMENTS
In
consideration of the mutual promises, terms, covenants and conditions set forth
herein and the performance of each, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties, intending to be legally bound, hereby agree as follows:
1. EMPLOYMENT
AND DUTIES.
(a) Subject
to the terms and conditions of this Agreement, the Company hereby employs
Employee as President/Chief Operating Officer
of the
Company. As such, Employee shall have responsibilities, duties and authority
reasonably accorded to and expected of such position and will report directly
to
the Board. Employee hereby accepts this employment upon the terms and conditions
herein contained and, subject to paragraph 1(b) hereof, agrees to devote
Employee’s full business time, attention and efforts to promote and further the
business of the Company. Employee shall faithfully adhere to, execute and
fulfill all policies established by the Company.
(b) Employee
shall not, during the term of his employment hereunder, be engaged in any other
business activity pursued for gain, profit or other pecuniary advantage if
such
activity interferes with Employee’s duties and responsibilities hereunder. The
foregoing limitations shall not be construed as prohibiting Employee from making
personal investments in such form or manner as will neither require Employee’s
services in the operation or affairs of the companies or enterprises in which
such investments are made nor violate the terms of paragraph 3
hereof.
2. TERM.
The
Company employs Employee for a period commencing the date hereof and ending
on
the second anniversary of the date hereof (the “Term”), subject to termination
prior to such date pursuant to Section 6 hereof. Sixty (60) days prior to the
end of the Term (or any renewal term), either the Company or Employee may give
notice to the other of its determination not to renew this Agreement. If a
notice of non-renewal is not delivered, this Agreement will automatically
continue in effect for a successive two (2) year renewal term subject to
termination prior to such date pursuant to Section 5 hereof. If such notice
of
non-renewal is given by any party, then Employee’s employment will terminate at
the end of such term (or on such other date as the parties mutually
agree).
3. COMPENSATION.
For
all
services rendered by Employee, the Company shall compensate Employee as
follows:
(a) BASE
SALARY.
The
base salary payable hereunder to Employee shall equal $120,000 per year, payable
on a regular basis in accordance with the Company’s standard payroll procedures
but not less than monthly. On at least an annual basis, the Company’s Board (the
“Board”), together with the Compensation Committee of the Company’s Board, will
review Employee’s performance and may make increases to such base salary if, in
its discretion, any such increase is warranted above the annual pay raise rate
of 10%.
(b) EXECUTIVE
PERQUISITES, BENEFITS, AND OTHER COMPENSATION.
Employee shall be entitled to receive additional benefits and compensation
from
the Company in such form and to such extent as specified below:
(i) Payment
of all premiums for coverage for Employee under health, hospitalization,
disability, dental, life and other insurance plans that the Company may have
in
effect from time to time. The benefits provided to Employee under this clause
(i) shall be at least equal to such benefits provided to executives or employees
in similar positions at the Company. As of the date of this agreement , the
Company has no health or death benefits.
(ii) Reimbursement
for all business travel and other out-of-pocket expenses reasonably incurred
by
Employee in the performance of Employee’s services pursuant to this Agreement.
All reimbursable expenses shall be appropriately documented in reasonable detail
by Employee upon submission of any request for reimbursement, and in a format
and manner consistent with the Company’s expense reporting policy. All travel
must be approved by the Company’s Board or their designated
representative.
(iii) The
Company shall provide Employee with other executive perquisites (including,
but
not limited to, participation in the Company’s Long-Term Incentive Plan) as may
be available to or deemed appropriate for Employee by the Board and
participation in all other Company-wide employee benefits as available from
time
to time. Employee shall be entitled to 3 weeks of vacation per year in addition
to all Federal and religious holidays.
(iv)
The
Company will rent an apartment in Tampa/ St. Petersburg, FL., If the Board
deems
it necessary, at the Company’s’ expense. A Rental car will be allowed at
Company’s expense.
(v)
Stock
Grant: The Company will grant you 300,000 common shares prior to reverse merger.
These shares will be restricted and carry the standard restricted legend. The
shares will be registered when the company files a SB2 with the SEC. You will
be
given 150,000 shares immediately and 150,000 shares will be held in escrow
along
with a signed stock power and released to you on the day of your first
anniversary with the company.
(vi)
Bonus Participation: The company will pay an incentive bonus of 1.5% of pretax
profits on the sale of all Hilton related products. This bonus will be paid
the
following day after the company’s 10KSB annual report is filed with the
SEC.
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4. NON-COMPETITION
AND NON-SOLICITATION.
(a) Employee
acknowledges that during the course of Employee’s employment Employee will
receive confidential and proprietary information from and concerning the
Company. Employee also acknowledges that the Company will make substantial
investments in the development of the Company’s goodwill and in Employee’s
professional development. The capital expended to develop this goodwill directly
benefits Employee and should continue to do so in the event that the
relationship between the Company and Employee is terminated. Likewise, the
Company has conferred and will confer a direct economic benefit on Employee.
Employee agrees that the Company is entitled to protect these business interests
and investments and to prevent Employee from using or taking advantage of the
foregoing economic benefits to the Company’s detriment.
(b) Employee
agrees that, except for services and duties performed for or on behalf of the
Company according to this Agreement, Employee will not, during the period of
Employee’s employment with the Company, and for a period (the “Restricted
Period”) of one (1) year immediately following the termination of Employee’s
employment under this Agreement, for any reason whatsoever, directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
persons, company, partnership, corporation, association, enterprise, venture
or
business of whatever nature:
(i) engage,
as an officer, director, shareholder, owner, partner, joint venturer, lender
or
in a managerial capacity, whether as an employee, independent contractor, agent,
consultant or advisor or as a sales representative, or similar business in
direct competition with those aspects of the business of the Company or any
subsidiary of the Company, with which Employee has had any involvement, within
United
States of
America, Canada and all other countries in which customers of the Company have
access to the world wide web (the “Territory”);
(ii)
solicit
any person who is, at that time, or who has been within one (1) year prior
to
that time, an employee of the Company for the purpose or with the intent of
enticing such employee away from or out of the employ of the
Company;
(iii) solicit
any person or entity which is, at that time, or which has been within one (1)
year prior to that time, a customer, doctor, service provider or supplier of
the
Company for the purpose of soliciting or selling products or services in direct
competition with those aspects of the business of the Company or any subsidiary
of the Company with which Employee has had any involvement, within the
Territory; or
(iv) solicit
any prospective acquisition candidate, on Employee’s own behalf or on behalf of
any competitor or potential competitor, which candidate was, to Employee’s
knowledge, either called upon by the Company or for which the Company made
an
acquisition analysis, for the purpose of acquiring such entity. Notwithstanding
the above, the foregoing covenant shall not be deemed to prohibit Employee
from
acquiring as an investment not more than two percent (5%) of the capital stock
of a competing business, whose stock is traded on a national securities exchange
or over-the-counter.
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(c) In
recognition of the substantial nature of such potential damages and the
difficulty of measuring economic losses to the Company as a result of a breach
of the foregoing covenants, and because of the immediate and irreparable damage
that could be caused to the Company for which they would have no other adequate
remedy, Employee agrees that in the event of breach by Employee of the foregoing
covenant, the Company shall be entitled to specific performance of this
provision and co-injunctive and other equitable relief.
(d) It
is
agreed by the parties that the foregoing covenants in this paragraph 4 impose
a
reasonable restraint on Employee in light of the activities and business of
the
Company on the date of the execution of this Agreement and the current plans
of
the Company and Employee that such covenants be construed and enforced in
accordance with the changing activities, business and locations of the Company
throughout the term of this Agreement, whether before or after the date of
termination of the employment of Employee.
(e) All
of
the covenants in this paragraph 4 shall be construed as an agreement independent
of any other provision in this Agreement, and the existence of any claim or
cause of action of Employee against the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by
the
Company of such covenants. Further, this paragraph 4 shall survive the
termination of this Agreement and the termination of Employee’s employment with
the Company. It is specifically agreed that the period of one (1) year following
termination of employment stated at the beginning of this paragraph 4, during
which the agreements and covenants of Employee made in this paragraph 4
shall be effective, shall be computed by excluding from such computation any
time during which Employee is in violation of any provision of this paragraph
4.
5. TERMINATION;
RIGHTS ON TERMINATION. This
Agreement and Employee’s employment may be terminated for any one of the
following causes:
(a) DEATH.
The
death of Employee shall immediately terminate this Agreement with no severance
compensation due to Employee’s estate, heirs or other descendants or
representatives.
(b) DISABILITY.
If, as
a result of incapacity due to physical or mental illness or injury, Employee
shall have been absent from Employee’s full-time duties hereunder for three (3)
consecutive months, then thirty (30) days after receiving written notice (which
notice may occur before or after the end of three (3) month period, but which
shall not be effective earlier than the last day of three (3) month period),
the
Company may terminate Employee’s employment hereunder provided Employee is
unable to resume Employee’s full-time duties at the conclusion of such notice
period. Also, Employee may terminate Employee’s employment hereunder
if his health
should become impaired to an extent that makes the continued performance of
Employee’s duties hereunder hazardous to Employee’s physical or mental health or
life, provided that Employee shall have furnished the Company with a written
statement from a qualified doctor to such effect and provided, further, that,
at
the Company’s request made within thirty (30) days of the date of such written
statement, Employee shall submit to an examination by a doctor selected by
the
Company who is reasonably acceptable to Employee or Employee’s doctor and such
doctor shall have concurred in the conclusion of Employee’s doctor. In the event
this Agreement is terminated as a result of Employee’s disability, Employee
shall receive from the Company Employee’s base salary at the rate then in
effect, payable at the Company’s regular and customary intervals for the payment
of salaries as then in effect, less any amounts Employee might receive under
the
Company’s disability insurance policy, if any, for whatever time period is
remaining under the Term.
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(c) CAUSE.
The
Company may, in its sole and absolute discretion, terminate the employment
of
Employee hereunder immediately upon after delivery of written notice to
Employee, or at such later time as the Company may specify in such notice,
for
“Cause.” As used in this Agreement “Cause” includes, but is not limited to, the
following: (1) Employee’s willful and material breach of this Agreement; (2)
Employee’s gross negligence in the performance, or intentional nonperformance,
(continuing for ten (10) days after receipt of written notice of need to cure)
of any of Employee’s material duties and responsibilities hereunder; (3)
Employee’s willful dishonesty or fraud, whether or not with respect to the
business or affairs of the Company, which affects the operations, property
or
reputation of the Company; (4) Employee’s conviction of a felony crime; (5)
chronic alcohol or illegal drug abuse by Employee; (6) Employee’s willful injury
to any independent contractor, employee or agent of the Company, or to any
other
person in the course of Employee’s performance of services for the Company; or
(7) The Board’s determination that the Company’s business model and direction
are failing to perform as expected standards and must be changed. (8) The
Company files for protection under the Bankruptcy laws. (9) If Employee sexually
harasses any employee, agent or contractor of the Company or commits any act
which otherwise creates an offensive work environment for employees, agents
or
contractors of the Company.
The
Company shall not be limited to termination as a remedy for any damaging,
injurious, improper or illegal act by Employee, but may also seek damages,
injunction, or such other remedy as the Company may deem appropriate under
the
circumstances. If Employee’s employment is terminated for Cause, Employee agrees
to vacate the Company’s offices on or before the effective date of the
termination and to return and deliver to the Company at such time all Company
property. In the event of a termination for Cause, as enumerated above, Employee
shall have no right to any severance compensation.
(d) WITHOUT
CAUSE.
At any
time after the commencement of employment, provided the Company does not have
Cause to terminate Employee pursuant to (c) above, Employee may, without Cause,
terminate this Agreement and Employee’s employment, effective ninety (90) days
after written notice is provided to the Company. Employee may only be terminated
without Cause by the Company during the Term hereof if such termination is
approved by a majority of the members of the Board. Should Employee be
terminated by the Company without Cause during the Term, Employee shall be
entitled to receive from the Company (12) months severance or if less than
(12)
months remains on employment contract then the remaining months left on the
contract (at Employee's then current base) payable over the course of the year
following such termination. The severance compensation shall be paid in
accordance with the Company’s standard payroll procedures but not less than
monthly. If Employee resigns or otherwise terminates Employee’s employment
without cause pursuant to this paragraph 5(d), Employee shall receive no
severance compensation.
(e) TERMINATION
BY EXECUTIVE UPON CHANGE IN CONTROL.
Upon
the termination of the Employee's employment hereunder by the Employee (i)
within 360 days after the occurrence of a "Change in Control" as specified
in
Section 5(e)(A) hereof, the Company shall (i) continue to pay to the Employee
the base salary through the effective date of termination specified in such
notice and. In addition, upon such termination, all options to purchase vested
shares of the Company’s common stock, if any, shall accelerate and become
immediately exercisable.
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(A) For
purposes of this Agreement, a "Change in Control" shall mean:
(i) The
acquisition (other than by or from the Company), at any time after the date
hereof, by any person, entity or "group" acquiring 51% or more of either the
then outstanding shares of common stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally in
the
election of directors (together with such common stock, "Voting Securities");
This does not apply to the contemplated reverse merger that the Company is
currently in the process of completing; or
(ii) Approval
by the shareholders of the Company of a reorganization, merger or consolidation
with respect to which persons who were the shareholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 51% of the combined voting power entitled
to vote generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities.
(iii)
Paragraphs (i) and (ii) above do not apply if the Company is sold or reorganized
because of the failure of the Business model.
(iv) Any
purported termination by the Company of the Employee's employment other than
as
expressly permitted by this Agreement.
(g) Upon
termination of this Agreement for any reason provided above, Employee shall
be
entitled to receive all compensation earned and all benefits and reimbursements
due through the effective date of termination. Additional compensation
subsequent to termination, if any, will be due and payable to Employee only
to
the extent and in the manner expressly provided above. All other rights and
obligations of the Company and Employee under this Agreement shall cease as
of
the effective date of termination, except that the Company’s obligations under
paragraph 10 hereof and Employee’s obligations under paragraphs 4, 8, 9 and 11
hereof shall survive such termination in accordance with their terms. Further,
unless Employee and the Company otherwise agree in writing, upon termination
of
this Agreement for any reason, Employee will immediately resign from all
directors, officer or other positions held with the Company.
(h) If
termination of Employee’s employment arises out of the Company’s failure to pay
Employee the amounts to which he is entitled under this Agreement or as a result
of any other material breach of this Agreement by the Company, as determined
pursuant to the provisions of paragraph 16 below, the Company shall pay all
amounts and damages to which Employee may be entitled as a result of such
breach, including interest thereon and all reasonable legal fees and expenses
and other costs incurred by Employee to enforce Employee’s rights hereunder.
Further, none of the provisions of paragraph 4 hereof shall apply in the event
this Agreement is terminated as a result of a material breach by the
Company.
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6. PARTICIPATION
IN STOCK OPTION PLAN.
As
inducement the Employee shall be granted an option (the "Option") to purchase
300,000 shares of the Company's Common Stock, par value $.001 per share ("Common
Stock"), at an exercise price of $1.00, the fair market value ot the Company’s
common stock on November 15, 2006.. The Option may be exercised, in whole or
in
part, at employee’s option any time following execution and vesting requirements
of this agreement. The Option shall expire five (5) years from the date hereof
(the "Expiration Date"), and must be exercised, if at all, as shares become
vested (See Exhibit A) or before the Expiration Date. The Option Agreement
will
be in substantially the form of Exhibit
A
attached
hereto.
7. PURCHASE
RIGHT ON EMPLOYEE’S STOCK AND OPTIONS.
(a) Irrevocable
Option to Purchase.
Upon
(i) death or retirement of Employee (ii) the Company’s termination of Employee’s
employment with the Company by reason of Disability, Employee or next of kin
will have (90) days to exercise any outstanding vested options.
8. COMPANY
PROPERTY; INVENTIONS.
(a) All
records, designs, patents, business plans, financial statements, manuals,
memoranda, lists, and other property delivered to or compiled by Employee by
or
on behalf of the Company or their representatives, vendors, or customers which
pertain to the business of the Company shall be and remain the property of
the
Company, as the case may be, and be subject at all times to their discretion
and
control. Likewise, all correspondence, reports, records, charts, advertising
materials, and other similar data pertaining to the business, activities, or
future plans of the Company which is collected by Employee shall be delivered
promptly to the Company without request by it upon termination of Employee’s
employment.
(b) Employee
shall disclose promptly to the Company any and all significant conceptions
and
ideas for inventions, improvements, and valuable discoveries, whether patentable
or not, which are conceived or made by Employee, solely or jointly with another,
during the period of employment, and which are directly related to the business
or activities of the Company and which Employee conceives as a result of
Employee’s employment by the Company. Employee hereby assigns and agrees to
assign all of Employee’s interests therein to the Company or its nominee.
Whenever requested to do so by the Company, Employee shall execute any and
all
applications, assignments, or other instruments that the Company shall deem
necessary to apply for and obtain Letters Patent of the United States or any
foreign country or to otherwise protect the Company’s interest
therein.
9. CONFIDENTIALITY
AND PROPRIETARY INFORMATION.
(a) Acknowledgement.
Employee acknowledges and agrees that in the course of rendering services to
the
Company and its customers, Employee will have access to and will become
acquainted with confidential and proprietary information about the professional,
business and financial affairs of the Company, its affiliates and its vendors,
suppliers and customers, and that Employee may have contributed to or may in
the
future contribute to such information. Employee further recognizes that Employee
is being employed as a key employee, that the Company is engaged in a highly
competitive business, and that the success of the Company in the marketplace
and
business depends upon its goodwill and reputation for integrity, quality and
dependability. Employee recognizes that in order to guard the legitimate
interests of the Company it is necessary for the Company to protect all such
confidential and proprietary information, goodwill and reputation.
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(b) Proprietary
Information.
In the
course of Employee’s service to the Company, Employee may have access to
confidential know-how, business documents or information, marketing data, client
lists and trade secrets which are confidential. Such information shall
hereinafter be called “Proprietary Information” and shall include any and all
items enumerated in the preceding sentence which come within the scope of the
business activities of the Company as to which Employee has had or may have
access, whether previously existing, now existing or arising hereafter, whether
or not conceived or developed by others or by Employee alone or with others
during the period of his service to the Company, and whether or not conceived
or
developed during regular working hours. “Proprietary Information” shall not
include any information which is in the public domain during the period of
service by Employee or becomes public thereafter, provided such information
is
not in the public domain as a consequence of disclosure by Employee in violation
of this Agreement.
(c) Fiduciary
Obligations.
Employee agrees and acknowledges that the Proprietary Information is of critical
importance to the Company and a violation of this Section 8 will seriously
and
irreparably impair and damage the Company’s business. Employee therefore agrees,
while he is an employee of the Company and at all times thereafter, to keep
all
Proprietary Information strictly confidential.
(d) Non-Disclosure.
Except
as required by law or order of any court or governmental entity or in connection
with the proper performance of his duties hereunder, Employee shall not
disclose, directly or indirectly (except as required by law), any Proprietary
Information to any person other than (a) the Company, (b) persons who are
authorized employees of the Company at the time of such disclosure, (c) such
other persons, including prospective investors or lenders, to whom Employee
has
been instructed to make disclosure by the Company’s Board, or (d) Employee’s
counsel, so long as such counsel agrees to keep all Proprietary Information
confidential (in the case of clauses (b) and (c), only to the extent required
in
the course of Employee’s service to the Company). Upon any termination of
Employee’s employment hereunder, Employee shall deliver to the Company all
notes, letters, documents, tapes, discs, recorded data and records which may
contain Proprietary Information which are then in Employee’s possession or
control and shall not retain, use, or make any copies, summaries or extracts
thereof.
10. INDEMNIFICATION.
In
the
event Employee is made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by the Company against Employee), by reason of the fact
that Employee is or was performing services under this Agreement, then the
Company shall indemnify Employee against all expenses (including reasonable
attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually
and reasonably incurred by Employee in connection therewith. In the event that
both Employee and the Company are made a party to the same third-party action,
complaint, suit, or proceeding, the Company agrees to engage competent legal
representation, and Employee agrees to use the same representation, provided
that if counsel selected by the Company shall have a conflict of interest that
prevents such counsel from representing Employee, Employee may engage separate
counsel and the Company shall pay all reasonable attorneys’ fees of such
separate counsel. Further, while Employee is expected at all times to use
Employee’s best efforts to faithfully discharge his duties under this Agreement,
Employee cannot be held liable to the Company for errors or omissions made
in
good faith where Employee has not exhibited gross, willful and wanton negligence
and misconduct or performed criminal and fraudulent acts which materially damage
the business of the Company. The employee is hereby further indemnified pursuant
to exhibit “B” attached hereto.
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11. REPRESENTATIONS
OF EMPLOYEE. Employee
hereby represents and warrants to the Company that the execution of this
Agreement by Employee and his employment by the Company and the performance
of
Employee’s duties hereunder will not violate or be a breach of any agreement
with a former employer, client, or any other person or entity. Further, Employee
agrees to indemnify the Company for any claim, including but not limited to
attorneys’ fees and expenses of investigation, by any such third party that such
third party may now have or may hereafter come to have against the Company
based
upon or arising out of any noncom petition agreement, invention or secrecy
agreement between Employee and such third party which was in existence as of
the
date of this Agreement.
Employee
has and will continue to truthfully disclose to the Company the following
matters, whether occurring, at any time during the five (5) years immediately
preceding the date of this Agreement or at any time during the term of this
Agreement:
(1) any
criminal complaint, indictment or criminal proceeding in which Employee is
named
as a defendant;
(2) any
allegation, investigation, or proceeding, whether administrative, civil or
criminal, against Employee by any licensing authority or industry association;
and
(3) any
allegation, investigation or proceeding, whether administrative, civil, or
criminal, against Employee for violating professional ethics or standards,
or
engaging in illegal, immoral or other misconduct (of any nature or degree),
relating to the business of the Company.
12. ASSIGNMENT;
BINDING EFFECT. This
Agreement shall inure to the benefit of and be binding on Employee and the
Company and Employee’s and the Company’s respective heirs, successors and
assigns; provided,
however,
that
Employee shall have no right to assign Employee’s rights or duties under this
contract to any other person. In the event of the sale, merger or consolidation
of the Company, Employee specifically agrees that the Company may assign the
Company’s rights and obligations hereunder to the Company’s successor, assign or
purchaser. In addition, and in any event, the Company may, at any time, assign
the Company’s rights and obligations under this Agreement to any person that is
an affiliate of the Company or to any person which, after any such assignment,
employs at least 50% of the employees employed by the Company immediately prior
to the assignment.
13. COMPLETE
AGREEMENT; AMENDMENTS. This
Agreement supersedes any other agreements or understandings, written or oral,
among the Company and Employee, and Employee has no oral representations,
understandings or agreements with the Company or any of its officers, directors,
or representatives covering the same subject matter as this Agreement. This
written Agreement is the final, complete, and exclusive statement and expression
of the agreement between the Company and Employee and of all the terms of this
Agreement, and it cannot be varied, contradicted, or supplemented by evidence
of
any prior or contemporaneous oral or written agreements. This written Agreement
may not be later modified except by a written instrument signed by a duly
authorized officer of the Company and Employee, and no term of this Agreement
may be waived except by a written instrument signed by the party waiving the
benefit of such term.
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14. NOTICE.
Whenever
any notice is required hereunder, it shall be given in writing addressed as
follows:
|
To
the Company:
|
OmniReliant
Corporation
|
|
c/o
Xxxxx Xxxxxxxx, interim CEO
|
|
|
0000
Xxxxxxxxxx Xxxx., Xxxxx 000
|
|
|
Xxxxx,
XX 00000
|
|
|
To
Employee:
|
Xxxx
Xxxxxxxx
|
|
00
Xxxxxx Xxx
|
|
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Xxxxxx,
XX 00000
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Notice
shall be deemed given and effective three (3) days after the deposit in the
U.S.
mail of a writing addressed as above and sent first class mail, certified,
return receipt requested, or, in any other case, when actually received. Either
party may change the address for notice by notifying the other party of such
change in accordance with this paragraph 14.
15. SEVERABILITY.
If
any
portion of this Agreement is held invalid or inoperative, the other portions
of
this Agreement shall be deemed valid and operative and, so far as is reasonable
and possible, effect shall be given to the intent manifested by the portion
held
invalid or inoperative. Employee and the Company agree and acknowledge that
the
provisions of paragraphs 4 and 9 are material and of the essence to this
Agreement. If the scope of any restriction or covenant contained therein should
be or become too broad or extensive to permit enforcement thereof to its fullest
extent, then such restriction or covenant shall be enforced to the maximum
extent permitted by law, and Employee hereby consents and agrees that (a) it
is
the parties intention and agreement that the covenants and restrictions
contained therein be enforced as written, and (b) in the event a court of
competent jurisdiction should determine that any restriction or covenant
contained therein is too broad or extensive to permit enforcement thereof to
its
fullest extent, the scope of any such restriction or covenant may be modified
accordingly in any judicial proceeding brought to enforce such restriction
or
covenant, but should be modified to permit enforcement of the restrictions
and
covenants contained herein to the maximum extent the court, in its judgment,
will permit.
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16. ARBITRATION.
Any
unresolved dispute or controversy arising under or in connection with this
Agreement or Employee’s employment with the Company (or any termination thereof)
shall be settled exclusively by arbitration, conducted before a panel of three
(3) arbitrators in Essex County, NJ, in accordance with the rules of the
American Arbitration Association then in effect. A decision by a majority of
the
arbitration panel shall be final and binding. Judgment may be entered on the
arbitrators’ award in any court having jurisdiction. OmniReliant shall pay the
reasonable fees and expenses of any arbitration proceeding in connection with
this Agreement.
17. GOVERNING
LAW. This
Agreement shall in all respects be construed according to the laws of the State
of Florida.
18. HEADINGS.
The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define, or limit the extent or intent of
the
Agreement or of any part hereof.
19. COUNTERPARTS.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
xxxxxxxxxx.XX
WITNESS WHEREOF,
the
parties hereto have made and entered into this Agreement as of the date first
above written.
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The
Company:
OmniReliant
Corporation
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| By | /s/ Xxxxx Xxxxxxxx | |
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Name:Xxxxx Xxxxxxxx |
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Title:
interim CEO
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Employee:
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/s/
Xxxx Xxxxxxxx
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Xxxx
Xxxxxxxx
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