EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into the 24th day of March, 2000, between Xxxx.xxx, Inc., a Delaware corporation
(the "Company"), and Xxxxxxx X. Xxxxxx ("Employee"). WHEREAS, Company desires to
employ Employee and Employee desires to be employed by Company; and WHEREAS,
Company and Employee desire to enter into this Agreement that sets forth the
terms and conditions of said
employment.
NOW THEREFORE, in consideration of the foregoing, the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned hereby
agree as follows:
1. EMPLOYMENT. Company agrees to employ Employee, and Employee accepts
such employment and agrees to serve Company, on the terms and conditions set
forth herein. Except as otherwise specifically provided herein, Employee's
employment shall be subject to the employment policies and practices of Company
in effect from time to time during the term of Employee's employment hereunder
(including, without limitation, its practices as to tax reporting and
withholding).
2. TERM OF AGREEMENT. The term of Employee's employment hereunder shall
commence on the date hereof (the "Commencement Date") and shall continue in
effect for a period of three years thereafter, except as hereinafter provided
(the "Term").
3. POSITIONS AND DUTIES.
3.1 OFFICER POSITIONS. Except as may otherwise be agreed upon between
Company and Employee, Employee shall perform such duties and have such
responsibilities as President of the Company, and such other duties and
responsibilities consistent with the foregoing duties and responsibilities as
may be reasonably assigned or delegated to him from time to time by Company's
Chief Executive Officer or Company's Board of Directors (the "Board"),
including, without limitation, service as an employee, officer or director of
affiliates (as that term is defined in Rule 405 under the Securities Act of
1933, as amended (the "Act")) (hereinafter, "Affiliates") of Company, without
additional compensation. References in this Agreement to Employee's employment
with Company shall be deemed to refer to employment with Company and/or, as the
case may be, an Affiliate, as the context requires. Other than travel in the
ordinary course of
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business, Employee's duties and responsibilities shall be undertaken primarily
at the current offices of the Company's wholly-owned subsidiary, Access One
Communications Corp., or within a fifty (50) mile radius of such current
offices. Employee shall perform his duties and responsibilities to the best of
his abilities hereunder in a diligent, businesslike manner. Employee shall
devote substantially all of his working time and efforts to the business and
affairs of Company; provided, however, that nothing in this Agreement shall
preclude Employee from (a) engaging in charitable activities and community
affairs, and (b) managing his personal investments and affairs (subject to the
limitations in Section 10 hereof).
4. COMPENSATION AND RELATED MATTERS.
4.1 BASE SALARY. During the Term, Company shall pay to Employee a base
salary ("Base Salary") at the rate of Three Hundred Thousand Dollars ($300,000)
per year, which Base Salary shall be paid to Employee in accordance with
Company's usual and customary payroll practices.
4.2 BENEFIT PLANS AND ARRANGEMENTS. Employee shall be entitled to
participate in and to receive benefits under Company's employee benefit plans
and arrangements (including, but not limited to, bonus plans) as are made
available to the Company's senior executive officers during the Term, which
employee benefit plans and arrangements may be altered from time to time at the
discretion of the Board (the "Benefits"). Employee acknowledges and agrees that
bonuses, annual or otherwise, are performance based and discretionary with the
Chairman and a committee of the Board of Directors.
4.3 PERQUISITES. During the Term, Employee shall be entitled to receive
fringe benefits as are made available to Company's senior executive officers.
4.4 EXPENSES. Company shall promptly reimburse Employee for all
out-of-pocket expenses related to Company's business that are actually paid or
incurred by him in the performance of his services under this Agreement and that
are incurred, reported and documented in accordance with Company's policies. In
addition, during the Term, Company will provide Employee with an automobile, as
Company shall determine, and Company shall keep such automobile fully insured in
accordance with Company's practices for similarly situated employees.
4.5 STOCK OPTIONS.
(a) GRANT OF OPTIONS. Effective on the date hereof, Employee shall
be granted an option (the "Option") to purchase One Million Three Hundred
Thousand (1,300,000) shares of Common Stock in accordance with a stock option
agreement to be mutually agreed to, and executed by, Company and Employee prior
to the Commencement Date, which stock option agreement shall be in substantially
the form thereof attached hereto as Exhibit A. The Option shall have an exercise
price equal to $13.69 per share, which is equal to the fair market value of the
Common Stock on the date hereof, shall expire on the tenth anniversary of the
date hereof and shall vest and become exercisable, subject to accelerated
vesting in the event of a Change in Control (defined as provided below) of
Company in installments, as follows: (i) options with respect to 433,333 shares
of Common Stock shall vest and become exercisable on the first
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anniversary of the date hereof, (ii) options with respect to 433,333 shares of
Common Stock shall vest and become exercisable on the second anniversary of the
date hereof and (iii) options with respect to 433,334 shares of Common Stock
shall vest and become exercisable on the third anniversary of the date hereof.
In the event of a Change in Control of Company, the Option shall vest
immediately and become exercisable as to all shares then subject thereto that
are not then vested and exercisable. For purposes of this Agreement, "Change in
Control" shall be deemed to have occurred if:
(i) any Person (as defined in Section 3(a)(9) under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), other than the Company, becomes the Beneficial Owner
(as defined in Rule 13d-3 under the Exchange Act; provided,
that a Person shall be deemed to be the Beneficial Owner of
all shares that any such Person has the right to acquire
pursuant to any agreement or arrangement or upon exercise of
conversion rights, warrants, options or otherwise, without
regard to the 60 day period referred to in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of
the Company or any Significant Subsidiary (as defined below)
representing 50% or more of the combined voting power of the
Company's, or such subsidiary's, as the case may be, then
outstanding securities;
(ii) during any period of two years, individuals who at
the beginning of such period constitute the Board and any new
director (other than a director designated by a person who has
entered into an agreement with the Company to effect a
transaction described in clauses (i), (iii), or (iv) of this
Section 2(a)) whose election by the Board or nomination for
election by stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the two-year period
or whose election or nomination for election was previously so
approved, but excluding for this purpose any such new director
whose initial assumption of office occurs as a result of
either an actual or threatened election contest or other
actual or threatened solicitation of proxies or consents by or
on behalf of an individual, corporation, partnership, group,
association or other entity other than the Board, cease for
any reason to constitute at least a majority of the Board of
either or the Company or a Significant Subsidiary;
(iii) the consummation of a merger or consolidation of
the Company or any subsidiary of the Company owning directly
or indirectly all or substantially all of the consolidated
assets of the Company ( a "Significant Subsidiary") with any
other entity, other than a merger or consolidation which would
result in the voting securities of the Company or a
Significant Subsidiary outstanding immediately prior thereto
continuing to represent more than fifty percent (50%)
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of the combined voting power of the surviving or resulting
entity outstanding immediately after such merger or
consolidation;
(iv) the shareholders of the Company approve a plan or
agreement for the sale or disposition of fifty percent (50%)
or more of the consolidated assets of the Company in which
case the Board shall determine the effective date of the
Change of Control resulting therefrom;
(v) any other event occurs which the Board determines,
in its discretion, would materially alter, the structure of
the Company or its ownership; or
(vi) a person other than Xxxxxxx Xxxxxxxx is elected by
the Board of Directors to serve as the Company's principal
executive officer.
(b REGISTRATION STATEMENT. Company shall file with the
Securities and Exchange Commission and any applicable state securities
regulatory authorities a Registration Statement on Form S-8 (or if unavailable,
a registration statement on Form S-3) to register the shares issuable upon
exercise of the Option under the Act and any applicable state securities or
"Blue Sky" laws as soon as practicable after the date hereof. Notwithstanding
the foregoing, Company shall be entitled to postpone for a reasonable period of
time the filing or the effectiveness of such registration statement if the Board
shall determine in good faith that such filing or effectiveness would be
materially detrimental to the Company's business interests.
5. TERMINATION. The Term of Employee's employment hereunder may be
terminated under the following circumstances:
5.1 DEATH. The Term of Employee's employment hereunder shall terminate
upon his death.
5.2 DISABILITY. If Employee becomes physically or mentally disabled
during the term hereof so that he is unable to perform services required of him
pursuant to this Agreement for an aggregate of six (6) months in any twelve (12)
month period (a "Disability"), Company, at its option, may terminate Employee's
employment hereunder.
5.3 CAUSE. Upon written notice, Company may terminate Employee's
employment hereunder for Cause (as defined below). For purposes of this
Agreement, Company shall have "Cause" to terminate Employee's employment
hereunder upon (a) a material breach by Employee of any material provision of
this Agreement if Employee fails to cure such breach in the 30 day period
following written notice specifying in reasonable detail the nature of the
breach, (b) willful misconduct by Employee in connection with misappropriating
any funds or property of Company, (c) attempting to obtain any personal profit
from any transaction in which Employee has an interest that is adverse to the
interests of Company without prior written disclosure thereof to the Board or
(d) Employee's gross neglect in the performance of the duties required to be
performed by Employee under this Agreement if Employee fails to eliminate such
neglect in the 30 day period following written notice specifying in reasonable
detail the nature of the gross neglect.
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5.4 BY EMPLOYEE. Employee may terminate his employment hereunder:
(a) Upon sixty (60) days' prior written notice to Company,
provided that, upon the giving of such notice by Employee, Company may establish
an earlier date for such termination under this Section 5.4 (a).
(b) For Good Reason (as defined below) immediately and with notice
to Company. "Good Reason" for termination by Employee shall include, but is not
limited to, the following:
(i) Material breach of any provision of this Agreement
by Company, which breach shall not have been cured by Company
within thirty (30) days of receipt of written notice of said
material breach;
(ii) Failure by Company to maintain Employee in a
position commensurate with that referred to in Section 3 of
this Agreement; or
(iii) The assignment to Employee of any duties
inconsistent with Employee's position, authority, duties or
responsibilities as contemplated by Section 3 hereof or any
other action by Company that results in a diminution of such
position, authority, duties or responsibilities.
5.5 WITHOUT CAUSE. Company may otherwise terminate the Term of
Employee's employment at any time upon written notice to Employee.
6. COMPENSATION IN THE EVENT OF TERMINATION. In the event that
Employee's employment hereunder terminates prior to the end of the Term, Company
shall make payments to Employee as set forth below:
6.1 BY EMPLOYEE FOR GOOD REASON; BY COMPANY WITHOUT CAUSE. In the event
that Employee's employment hereunder is terminated by Company without Cause or
by Employee for Good Reason after the closing of the Merger (as hereinafter
defined), then the Company shall (a) pay to Employee all amounts due to Employee
pursuant to any bonus that was due to Employee as of the date of such
termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue
to pay to Employee the Base Salary and Benefits to which Employee would be
entitled hereunder in the manner provided for herein for the period of time
ending on the earlier of the date when the Term would otherwise have expired in
accordance with Section 2 hereof and the second anniversary of the date of such
termination, (c) reimburse Employee for expenses that may have been incurred,
but which have not been paid as of the date of termination, subject to the
requirements of Section 4.4 hereof and (d) one hundred percent (100%) of the
outstanding stock options granted to the Employee that are unvested shall
immediately vest and become exercisable. In the event that Employee's employment
hereunder is terminated by Company without Cause or by Employee for Good Reason
prior to the closing of the Merger, Employee shall be entitled only to the
amount due under (c) above and no options shall vest.
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6.2 BY COMPANY FOR CAUSE; BY EMPLOYEE WITHOUT GOOD REASON. In the event
that Company shall terminate Employee's employment hereunder for Cause pursuant
to Section 5.3 hereof or Employee shall terminate his employment hereunder
without Good Reason, all compensation and Benefits, as specified in Section 4 of
this Agreement, theretofore payable or provided to Employee shall cease to be
payable or provided, except for any Due Bonus and any Benefits that may have
been due and payable but that have not been paid as of the date of termination
and reimbursement of expenses that may have been incurred, but which have not
been paid as of the date of termination, subject to the requirements of Section
4.4 hereof.
6.3 DEATH. In the event of Employee's death after the closing of the
Merger, Company shall not be obligated to pay Employee or his estate or
beneficiaries any compensation except for (a) any Due Bonus or any Benefits that
may have been earned and are due and payable as of the date of death, but which
have not been paid as of such date, (b) reimbursement of expenses that may have
been incurred, but which have not been paid as of the date of death, subject to
the requirements of Section 4.4 hereof, and (c) all outstanding stock options
granted to Employee that are unvested shall immediately vest and become
exercisable and Employee's estate or beneficiaries, as the case may be, shall
have the right to exercise any of such stock options during the period
commencing on the date of death and ending on the second anniversary of the date
of such termination or for the remainder of the period set forth in the option
agreement applicable to the option in question (the "Exercise Period"), if less.
In the event of Employee's death prior to the closing of the Merger, Employee's
estate or beneficiaries shall be entitled only to the amount due under (b) above
and no options shall vest.
6.4 DISABILITY. In the event of Employee's Disability after the closing
of the Merger, Company shall not be obligated to pay Employee or his estate or
beneficiaries any additional compensation except for: (a) any Due Bonus and
Benefits that may have been earned and are due and payable as of the date of
such Disability, but which have not been paid as of such date, and (b)
reimbursement for expenses that may have been incurred but which have not been
paid as of the date of Disability, subject to the requirements of Section 4.4
hereof. Upon termination due to Disability, fifty percent (50%) of the
outstanding stock options granted to Employee that are unvested shall
immediately vest and become exercisable and Employee or his estate or
beneficiaries, as the case may be, shall have the right to exercise any of such
stock options during the period commencing on the date of Disability and ending
on the second anniversary of the date of the Disability or for the remainder of
the Exercise Period, if less. In the event of Employee's Disability prior to the
closing of the Merger, Company shall not be obligated to pay Employee or his
estate or beneficiaries any amount due under this Section 6.4 except (b) hereof
and no options shall vest.
6.5 NO MITIGATION. In the event of any termination of employment under
Section 5 hereof, Employee shall be under no obligation to seek other
employment; provided; however, that to the extent that Employee does obtain
other employment subsequent to the termination of Employee's employment
hereunder, the obligations of Company to pay Benefits under this Agreement from
and after the date of commencement of such other employment shall terminate.
7. UNAUTHORIZED DISCLOSURE. Employee shall not, without the prior
written consent of Company, disclose or use in any way, either during Employee's
employment with Company or thereafter, except as required in the course of such
employment, any confidential business or
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technical information or trade secret acquired in the course of such employment,
whether or not conceived of or prepared by him, which is related to any service
or business of Company or any Affiliate; provided, however, that the foregoing
shall not apply to (a) information that is not unique to the Company or that is
generally known to the industry or the public other than as a result of
Employee's breach of this covenant, (b) information known to Employee other than
from information provided by Company or (c) information that Employee is
required to disclose to, or by, any governmental or judicial authority;
provided, however, if Employee should be required in the course of judicial or
other governmental proceedings to disclose any information, Employee shall give
Company prompt written notice thereof so that Company may seek an appropriate
protective order and/or waive in writing compliance with the confidentiality
provisions of this Agreement. If, in the absence of a protective order or the
receipt of a waiver by Company, Employee is compelled to disclose information
to, or pursuant to the requirements of, a court or other governmental authority,
Employee may disclose such information to such court or other governmental
authority without liability to any other party hereto.
8. TANGIBLE ITEMS. All files, records, documents, manuals, books,
forms, reports, memoranda, studies, data, calculations, recordings and
correspondence, in whatever form they may exist, and all copies, abstracts and
summaries of the foregoing and all physical items related to the business of
Company and its affiliates, other than merely personal items, whether of a
public nature or not, and whether prepared by Employee or not, and which are
received by Employee from, or on behalf of Company or an Affiliate in the course
of his employment hereunder are and shall remain the exclusive property of
Company and any such Affiliate and shall not be removed from the premises of the
Company or such Affiliate, as the case may be, except as required in the course
of Employee's employment hereunder, without the prior written consent of the
Company's Chief Executive Officer or the Board, and the same shall be promptly
returned by Employee upon the termination of Employee's employment with Company
or at any time prior thereto upon the request of the Company's Chief Executive
Officer or the Board.
9. INVENTIONS AND PATENTS. Employee agrees that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings,
reports, and all similar or related information that relates to Company's actual
or anticipated business, research and development or existing or future products
or services and that are conceived, developed or made by or at the direction of
Employee while Employee is employed by Company will be owned by Company.
Employee also agrees to promptly perform, at the expense of Company, all
reasonable actions (whether before, during or after the Term) necessary to
establish and confirm such ownership.
10. CERTAIN RESTRICTIVE COVENANTS. During the Term, and for a period
ending eighteen (18) months after the earlier of Employee's termination of
employment hereunder and the end of the Term, Employee agrees that he will not
act, either directly or indirectly, as a partner, officer, director, substantial
stockholder (an equity interest of 5% or more) or employee of, or render
advisory or other services for, or in connection with, or become interested in,
or make any substantial financial investment in any firm, corporation, business
entity or business enterprise that competes with the business of Company (each,
a "Competitor"), except with the express written consent of the Board. Employee
further agrees that in the event of the termination of his employment under
Section 5 hereof, for a period of twelve (12) months thereafter, he will not,
directly or indirectly, employ, offer to employ, or actively interfere with the
relationship of
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Company or an Affiliate with, any employee of Company or any employee of any
Affiliate. Notwithstanding anything to the contrary in this Agreement, in the
event that Employee's employment is terminated for any reason prior to the
closing of the Merger described in the Agreement and Plan of Merger of even date
herewith by and among Company, Aladdin Acquisition Corp. and Access One
Communications Corp. ("Access One") (the "Merger"), Employee may be affiliated
in any position (as employee, officer, director or otherwise) of Access One
without violating the provisions of this Section 10.
11. EMPLOYEE REPRESENTATIONS AND COVENANTS. Employee hereby represents,
warrants and covenants to Company that (a) the execution, delivery and
performance of this Agreement by Employee does not and will not conflict with,
breach, violate or cause a default under any employment, noncompetition or
confidentiality contract or agreement, instrument, order, judgment or decree to
which Employee is a party or by which he is bound; (b) Employee, in performing
this Agreement and the duties of Employee's employment with Company, will not
disclose or utilize any trade secrets of a former employer, unless Employee has
first obtained express written authorization from any such former employer for
their disclosure or use; (c) Employee has not brought, and will not bring to
Company, any documents, records, information or other materials of a former
employer that are not generally available to the public, unless Employee has
first obtained express written authorization from any such former employer for
their possession and use; and (d) upon the execution and delivery of this
Agreement by Company, this Agreement shall be the valid and binding obligation
of Employee, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting the rights of creditors
generally.
12. COMPANY REPRESENTATIONS. Company represents and warrants (a) that
it is duly authorized and empowered to enter into this Agreement, (b) the
execution, delivery and performance of this Agreement by Company does not and
will not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which Company is a party or
by which it is bound, and (c) upon the execution and delivery of this Agreement
by Employee, this Agreement shall be the valid and binding obligation of
Company, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting the rights of creditors
generally.
13. REMEDIES. Employee acknowledges that the restrictions and
agreements contained in this Agreement are reasonable and necessary to protect
the legitimate interests of Company, and that any violation of this Agreement
will cause substantial and irreparable injury to Company that would not be
quantifiable and for which no adequate remedy would exist at law and agrees that
injunctive relief, in addition to all other remedies, shall be available
therefor. therefor.
14. INDEMNIFICATION. Prior to the Commencement Date, Company and
Employee shall enter into an indemnification agreement in a form mutually
acceptable to Company and Employee and containing terms no less favorable to
Employee than those contained in any indemnification or similar agreement
currently in effect between Company and any of its officers.
15. EFFECT OF AGREEMENT ON OTHER BENEFITS. Except as specifically
provided in this Agreement, the existence of this Agreement shall not be
interpreted to preclude, prohibit or
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restrict Employee's participation in any other employee benefit plan or other
plans or programs provided to officers, directors or employees of Company.
16. RIGHTS OF EMPLOYEE'S ESTATE. If Employee dies prior to the payment
of all amounts due and owing to him under the terms of this Agreement, such
amounts shall be paid to such beneficiary or beneficiaries as Employee may have
last designated in writing filed with the Secretary of Company or, if Employee
has made no beneficiary designation, to Employee's estate. Such designated
beneficiary or the executor of Employee's estate, as the case may be, may
exercise all of Employee's rights hereunder. If any beneficiary designated by
Employee shall predecease Employee, the designation of such beneficiary shall be
deemed revoked, and any amounts which would have been payable to such
beneficiary shall be paid to Employee's estate. If any designated beneficiary
survives Employee, but dies before payment of all amounts due hereunder, such
payments shall, unless Employee has designated otherwise, be made to such
beneficiary's estate. In the event of Employee's death or judicial determination
of his incompetence, reference in this Agreement to Employee shall be deemed,
where appropriate, to refer to his beneficiary, estate or other legal
representative.
17. SEVERABILITY. It is the intent and understanding of the parties
hereto that if, in any action before any court or other tribunal of competent
jurisdiction legally empowered to enforce this Agreement, any term, restriction,
covenant, or promise is held to be unenforceable as a result of being
unreasonable or for any other reason, then such term, restriction, covenant, or
promise shall not thereby be terminated, but, that it shall be deemed modified
to the extent necessary to make it enforceable by such court or other tribunal
and, if it cannot be so modified, that it shall be deemed amended to delete
therefrom such provision or portion adjudicated to be invalid or unenforceable,
and this Agreement shall be deemed to be in full force and effect as so modified
and such modification or amendment in any event shall apply only with respect to
the operation of this Agreement in the particular jurisdiction in which such
adjudication is made.
18. NOTICES. Any notices or demands given in connection herewith shall
be in writing and deemed given when (a) personally delivered, (b) sent by
facsimile transmission to a number provided in writing by the addressee and a
confirmation of the transmission is received by the sender or (c) two (2) days
after being deposited for delivery with a recognized overnight courier, such as
Federal Express, and addressed or sent, as the case may be, to the address or
facsimile number set forth below or to such other address or facsimile number as
such party may in writing designate:
If to Employee: Xxxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Fax No.: (000) 000-0000
With a copy to: Blank Rome Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Fax No.: (000) 000-0000
If to Company: Xxxx.xxx, Inc.
0000 Xxxxx 000
Xxx Xxxx, Xxxxxxxxxxxx 00000
Attn: President
Fax No.: (000) 000-0000
Either party may change its address for notices by written notice to the other
party in accordance with this Section 18.
19. WAIVER. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in a
writing executed by Employee and Company. No waiver by any party hereto at any
time of any breach by another party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.
20. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of New York relating
to contracts made and to be performed entirely therein.
21. HEADINGS. The headings in this Agreement are inserted for
convenience only and shall have no significance in the interpretation of this
Agreement.
22. SUCCESSORS. Company may not assign any of its rights or obligations
under this Agreement hereunder. Employee may assign his rights, but not his
obligations, hereunder and all of Employee's rights hereunder shall inure to the
benefit of his estate, personal representatives, designees or other legal
representatives. All of the rights of Company hereunder shall inure to the
benefit of, and be enforceable by the successors of Company. Any person, firm or
corporation succeeding to the business of Company by merger, purchase,
consolidation or otherwise shall be deemed to have assumed the obligations of
Company hereunder; provided, however, that Company shall, notwithstanding such
assumption by a successor, remain primarily liable and responsible for the
fulfillment of its obligations under this Agreement.
23. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
24. CERTAIN WORDS. As used in this Agreement, the words "herein,"
"hereunder," "hereof" and similar words shall be deemed to refer to this
Agreement in its entirety, and not to any particular provision of this Agreement
unless the context clearly requires otherwise.
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IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the day and year first written above. Xxxx.xxx, Inc.
By:
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Name:
Title:
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Xxxxxxx X. Xxxxxx
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