EXHIBIT 10.53
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into as of the
27th day of August, 1998 ("Effective Date"), by and between System Software
Associates, Inc., a Delaware corporation (hereinafter the "Company"), and Xxxxxx
X. Xxxxxx (hereinafter the "Employee").
WHEREAS, the Company desires that the Employee provide services for the benefit
of the Company (including, to the extent required, all subsidiary and related
companies of the Company; hereinafter collectively the "Affiliates") and the
Employee desires to accept such employment with the Company; and
WHEREAS, in the course of employment with the Company, the Employee will have
access to certain confidential information that relates to or will relate to the
business of the Company and its Affiliates, and the Company desires that any
such information not be disclosed to other parties or otherwise used for
unauthorized purposes.
NOW, THEREFORE, in consideration of the above premises and the following terms
and mutual covenants, the parties agree as follows:
1. Employment. The Employee shall serve as Vice President Finance and
Controller. The Employee hereby accepts such employment and position on the
terms contained herein.
2. Duties and Employee Loyalty. The Employee shall work for the Company in a
full-time capacity and shall have the duties, responsibilities, powers and
authority customarily associated with the position of Vice President Finance and
Controller, which duties shall include, but not be limited to, responsibility
for preparation and maintaining the Company's financial reports, together with
such other duties and functions as are assigned from time to time by the
Employee's Manager. The Employee shall report to the Company's Chief Financial
Officer or his/her designee (hereinafter "Employee's Manager"). The Employee
shall devote his entire business time, attention, energy, knowledge, and skill
to the performance of duties for the Company and will use his best efforts to
promote the interests of the Company and its Affiliates.
The Employee expressly agrees that during the term of this Agreement, he shall
not engage, directly or indirectly, as a partner, officer, director,
stockholder, advisor, agent, employee, or in any other form or capacity, in any
other business similar to that of the Company. The foregoing notwithstanding,
nothing herein contained shall be deemed to prevent the Employee from investing
in the capital stock or other securities of any corporation whose stock or
securities are publicly owned or are regularly traded on any public exchange.
3. Term of Employment. Unless sooner terminated as in accordance with
Paragraph 7, this Agreement shall be entered into commencing as of its Effective
Date (hereinafter the "Start Date") and shall thereafter continue until
expiration in accordance with the terms and conditions of this Agreement.
4. Compensation. For all services rendered by the Employee to the Company, the
Company shall pay to the Employee during his period of employment the following
compensation:
Base Salary. The Employee shall be entitled to an annual base salary of
$250,000.00 (hereinafter "Base Salary"); said Base Salary to be made
retroactive commencing as of August 1, 1998, payable in substantially equal
installments in accordance with the Company's then current local payroll
policy.
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Annual Incentive Bonus. The Employee shall be entitled to participate in
an annual bonus program which shall provide the Employee an opportunity to
achieve a targeted annual bonus of up to $100,000.00, based on achievement
of specified organizational and personal management objectives (hereinafter
"Annual Incentive Bonus"). The Employee agrees that incentive bonus
payments are not guaranteed income and are based upon actual performance
and achievement of established objectives on a fiscal year or quarterly
basis. The actual payment of earned incentive bonus payments shall be made
by the Company on a periodic basis in accordance with the Company's then
current payroll policy. Currently, such periodic payments coincide with the
Company's fiscal quarters and fiscal year-end.
Adjustments to Base Salary and Annual Incentive Bonus. The Base Salary
and/or Annual Incentive Bonus may be increased (but may not be reduced,
unless there is a significant change in the Employee's duties and
responsibilities) by the Employee's Manager. To that end, the Employee
shall periodically receive a performance review in accordance with the
Company's then existing policies. For informational purposes only, the
Company's current policy provides for an annual performance review (which
may or may not, at the Company's option, include an adjustment in the
Employee's Base Salary and/or Annual Incentive Bonus).
Additional Compensation. The Employee is also eligible to be considered
for participation, during the term of his employment, in such other
compensation programs as may be available by the Company from time to time
(commensurate with the Employee's position and compensation).
Grant of Stock Options. In accordance with the Company's Long Term
Incentive Plan, the Employee is hereby granted 30,000 stock options in the
Company's common stock. The strike price on these options will be $5.625
per share; being the value of a share of the Company's common stock as of
the close of market on July 27, 1998. The stock options will, subject to
Paragraph 7, below, vest in four equal annual installments (7,500 stock
options per installment) over a four (4) year employment period beginning
one year after the Start Date. The grant of such stock options, in
accordance with the foregoing, will be memorialized in an option agreement
pursuant to and in accordance with the Company's Long Term Incentive Plan.
Deductions. The Employee agrees that the Company shall withhold from any
and all compensation required to be made to the Employee under this
Agreement all federal, state, local and/or other taxes or payroll
deductions which the Company determines are required to be withheld in
accordance with applicable statutes and/or regulations from time to time in
effect or as otherwise withheld pursuant to the consent or agreement of the
Employee.
5. Benefits. During the term of this Agreement, the Employee shall be eligible
to participate in any life insurance, disability insurance, medical, dental, or
health insurance, vacation, savings, pension and retirement plans and other
benefit plans or programs as may be maintained by the Company for the benefit of
its employees (commensurate with the Employee's position and compensation).
6. Expenses. During the term of this Agreement, the Company shall promptly
reimburse the Employee for all reasonable and approved business expenses
incurred by him in connection with the performance of his duties to the Company,
upon substantiation of such expenses in accordance with the policies of the
Company in effect from time to time.
7. Termination. The Employee's services shall terminate upon the first to occur
of the following events:
Termination Without Cause. The Company expressly reserves the right to
terminate the employment of the Employee hereunder other than for cause,
disability or death, as provided for below. In the event that the
Employee's employment shall have been so terminated by the Company other
than for cause, death, or disability, the Employee shall be entitled to
receive the equivalent of twelve (12) months Base Salary (as may have been
adjusted from time to time during the term of this Agreement and in
accordance with the terms hereof) (hereinafter "Severance Payment"). The
Company will pay this Severance Payment on a lump sum basis within thirty
(30) days of termination. In addition, in the event that the Employee's
employment shall have been so terminated, the vesting period with respect
to stock options granted to the Employee pursuant to
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Paragraph 4, above, shall accelerate so as to permit the Employee to
exercise, in accordance with the terms of SSA's Long Term Incentive Plan,
any such stock options which would have otherwise vested within a period of
twenty-four (24) months after the Employee's effective date of termination
of employment. Notwithstanding the foregoing, in the event that the
Employees' employment is terminated by the Company as a result of a Change
of Control (as defined below), the vesting period with respect to stock
options granted to the Employee pursuant to Paragraph 4, above, shall
accelerate as provided for below.
Voluntary Termination and Termination for Cause. The Employee's employment
may be voluntarily terminated by him at any time by giving sixty (60) days
written notice thereof to the Company (or such shorter period of time as
may be agreed upon by the Company). Additionally, the Employee's employment
may be terminated at any time for cause (as hereinafter defined), effective
immediately upon the giving of written notice to the Employee.
If at any time during the term of this Agreement: (a) the Employee shall
have voluntarily terminated his employment with the Company; or (b) the
Company shall have terminated the employment of the Employee for cause (as
hereinafter defined), the Employee shall be entitled to receive only his
Base Salary (as may have been adjusted from time to time during the term of
this Agreement and in accordance with the terms hereof) up to the date of
termination plus any accrued but unused vacation pay. The Employee shall
also be entitled to any benefits mandated under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (COBRA) or required under the terms of
any life insurance or retirement plan, program, or agreement provided by
the Company and to which the Employee is a party or in which the Employee
is a participant, including, but not limited to, any short-term or long-
term disability plan or program, if applicable.
For purposes of this Agreement, the Employee shall be deemed terminated
"for cause" if the Company terminates the Employee after the Employee: (a)
shall have been formally indicted (or the equivalent thereof) for any
felony including, but not limited to, a felony involving fraud, theft,
misappropriation, dishonesty, or embezzlement; (b) shall have committed
intentional acts of gross misconduct that materially impair the goodwill or
business of the Company or cause material damage to its property, goodwill,
or business; or (c) shall have refused to, or willfully failed to, perform
his material duties, provided, however, that no termination under this
subparagraph (c) shall be effective unless the Employee does not cure such
refusal or failure to the Company's satisfaction as soon as practicable
after the Company gives the Employee written notice identifying such
refusal or failure (and, in any event, within thirty (30) calendar days
after receipt of such written notice). No act or failure to act on the part
of the Employee shall be considered "willful" unless it is done, or omitted
to be done, by the Employee in bad faith or without reasonable belief that
his action or omission was in the best interests of the Company.
Termination Due to Disability. This Agreement and any termination of
employment as a result of a disability shall be subject to the disability
policy as established by the Company from time to time.
Termination Due to Death. In the event of the Employee's death during the
term of this Agreement, the Employee's employment hereunder shall
immediately terminate and, in such event, the Employee's estate shall be
entitled to receive the Employee's Base Salary (as may have been adjusted
from time to time during the term of this Agreement and in accordance with
the terms hereof) to the last day of the month during which the Employee's
death shall have occurred and such additional benefits, if any, as may be
provided by any insurance or other benefits to which the Employee may have
participated in or otherwise became entitled to during his period of
employment, as established or maintained by the Company for its employees
from time to time.
Termination Due to Change of Control. The Employee's employment may be
terminated by him by written notice for a Good Reason (as hereinafter
defined) by giving ninety (90) days written notice thereof to the Company
(or such shorter period of time as may be agreed upon by the Company), at
any time within one hundred eighty (180) days following a Change of Control
(as defined below). In such event, the Employee
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shall be entitled to receive the Severance Payment as described above. The
Company will pay the Severance Payment on a lump sum basis within thirty
(30) days of termination.
In the event that the Employee's employment shall have been terminated by
him in accordance with the foregoing or by the Company due to a Change of
Control, the vesting period with respect to all stock options granted to
the Employee pursuant to Paragraph 4, above, shall accelerate so as to
permit the Employee to exercise, in accordance with the terms of SSA's Long
Term Incentive Plan, all stock options which would have otherwise vested in
accordance with the terms of this Agreement.
The term "Good Reason" shall mean either: (a) the elimination of the
Employee's position or a material diminution in the Employee's authority,
functions, duties or responsibilities, which has occurred as a result of a
Change of Control (as hereinafter defined); or (b) a failure by the Company
to either reaffirm the Employee's current position with the Company or
offer the Employee a comparable position at the same or greater
compensation level within thirty (30) days following a Change of Control
(as defined below).
The term "Change of Control" shall mean a material change in the management
structure of the Company which has occurred as a result of either: (a) a
sale of a controlling interest of the Company to a third party; (b) a sale
of the Company to a third party of all or substantially all of the
Company's stock or assets; or (c) a merger of the Company with another
unrelated entity.
Treatment of Annual Incentive Bonus Upon Termination. In the event of
termination of the employment of the Employee for any reason, the Employee
shall be entitled to receive any Annual Incentive Bonus or other
compensation (other than Base Salary) in respect of the fiscal quarter of
the Company in which the termination shall take place; the specific amount
of the Annual Incentive Bonus and/or additional compensation to be paid to
the Executive to be: (a) prorated based upon the earlier of the effective
date of the Employee's termination of employment or the date the Employee
ceases to perform services on behalf of the Company; and (b) dependent upon
the Company's achievement of the underlying bonus program to which the
Annual Incentive Bonus and/or other compensation relates. In addition, in
the event that at the time of his termination, the Employee is due, but has
not yet received, payment of any Annual Incentive Bonus, or portion
thereof, or other compensation (other than Base Salary), such amount(s)
shall be paid to Employee in accordance with the Company's payroll policy
from time to time in effect.
Payment Contingencies: Payment to the Employee of the Severance Payment,
together with any other amounts to be paid to the Employee pursuant to this
Paragraph 7, is contingent upon: (a) the Employee signing an agreement that
releases the Company from actions, suits, claims, proceedings and demands
related to the period of employment and/or the termination of employment;
(b) the Company being permitted to offset from the severance pay hereunder
any salary paid to the Employee during the ninety (90) day notice period
(or such shorter period of time as may be provided for herein or otherwise
agreed upon by the Company) if the Employee performs no services during
such notice period; (c) the Employee returning, in good condition, all
property belonging to Company; and (d) the Employee remaining in compliance
with his obligations of confidentiality including, without limitation, the
Employee's adherence to the restrictions placed upon his subsequent
employment opportunities pursuant to Paragraph 8, below.
8. EMPLOYEE CONFIDENTIALITY OBLIGATIONS. The Employee acknowledges and agrees
that solely by virtue of his employment by, and relationship with the Company,
he will acquire confidential information relating to the Company and its
Affiliates; such confidential information includes, but is not limited to: (a)
any financial business, planning, operations, services, potential services,
products, potential products, technical information and/or know-how, formulas,
production, purchasing, marketing, sales, personnel, customer, broker, supplier,
or other information of the Company or Affiliates; (b) any papers, data,
records, processes, methods, techniques, systems, models, samples, devices,
equipment, compilations, invoices, customer lists, or documents of the Company
or Affiliates; (c) any confidential information or trade secrets of any third
party provided to the Company in confidence or subject to other use of
disclosure restrictions or limitations; and (d) any other information, written,
oral, or electronic, whether existing now or at some time in the future, whether
pertaining to current or future
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developments, which pertains to the Company's or Affiliate's affairs or
interests or with whom or how the Company or Affiliates conduct business
(hereinafter collectively "Information").
The Employee further acknowledges and agrees that in consideration of the terms
and conditions set forth in this Agreement, including, without limitation, the
compensation to be paid to the Employee hereunder, the Employee shall sign and
abide by the terms and conditions of the Employee Confidentiality Agreement,
attached hereto and deemed a part hereof (hereinafter "Employee Confidentiality
Agreement"), including, without limitation, the restriction on the Employee's
subsequent employment opportunities as set forth in Section 4 thereof. In
addition, the Employee acknowledges and agrees that the restrictions contained
in Section 4 of the Employee Confidentiality Agreement are necessary and
reasonable in order to protect the Company in the conduct of its business and
will not prevent the Employee from earning a comparable livelihood following the
termination of his employment with the Company. The Employee further agrees that
for a minimum period of one (1) year following the termination of his employment
with the Company, he shall disclose the existence and terms of the Employee
Confidentiality Agreement to each subsequent employer and hereby consents to and
the Company is hereby given permission to disclose the existence and terms of
the Employee Confidentiality Agreement to any such subsequent employer.
The Information described in this Paragraph 8 shall be deemed to be included in
the definition of "Proprietary Information" as set forth in the Employee
Confidentiality Agreement and shall be subject to the terms and conditions
contained therein.
9. ADDITIONAL PROVISIONS. The Company and the Employee further agree as
follows:
Assignment. The Employee acknowledges that the services to be rendered by
him are unique and personal. Accordingly, the Employee may not assign any
of his rights or delegate any of his duties or obligations under this
Agreement. The rights and obligations of the Company under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of the Company.
Notices. All notices required or permitted hereunder shall be in writing
and deemed effectively given upon personal delivery or upon deposit in the
United States mails, by registered or certified mail, postage prepaid,
addressed to the other party hereto.
Entire Agreement. This Agreement constitutes the entire agreement between
the parties, and supersedes all prior agreements and understandings
relating to the subject matter hereof. If any provision of this Agreement
shall be found invalid or unenforceable for any reason, in whole or in
part, then such provision shall be deemed modified, restricted, or
reformulated to the extent and in the manner necessary to render the same
valid and enforceable, or shall be deemed excised from this Agreement, as
the case may require, and this Agreement shall be construed and enforced to
the maximum extent permitted by law, as if such provision had been
originally incorporated herein as so modified, restricted, or reformulated
or as if such provision had not been originally incorporated herein, as the
case may be.
Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.
Headings. The paragraph and subparagraph headings used in this Agreement
are for convenience only and shall not be deemed to be considered a
construction of the provisions hereof.
Immigration and Reform Control Act of 1986. This Agreement is contingent
upon submission by the Employee of the appropriate documentation for
verification in compliance with the Immigration and Reform Control Act of
1986, as amended.
Governing Law. This Agreement shall be governed by and construed,
interpreted and enforced in accordance with the laws of the State of
Illinois.
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THE EMPLOYEE HAS READ AND FULLY UNDERSTANDS THE TERMS AND CONDITIONS SET FORTH
IN THIS AGREEMENT, HAS HAD TIME TO REFLECT ON AND CONSIDER THE BENEFITS AND
CONSEQUENCES OF ENTERING INTO THIS AGREEMENT, AND HAS HAD THE OPPORTUNITY TO
REVIEW THE TERMS HEREOF WITH AN ATTORNEY OR OTHER REPRESENTATIVE, IF HE SO
CHOOSES.
THIS AGREEMENT IS CONTINGENT UPON THE EMPLOYEE'S SIGNED ACCEPTANCE OF SAME NO
LATER THAN 5:00 P.M. (CENTRAL STANDARD TIME) ON _______________________.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written at the introductory paragraph to this Agreement.
SYSTEM SOFTWARE ASSOCIATES, INC.
By: /s/ Xxxx Xxxxxxxx
----------------------------------------
Typed or Printed Name: Xxxx Xxxxxxxx
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EMPLOYEE:
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Typed or Printed Name: Xxxxxx X. Xxxxxx
---------------------
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EMPLOYEE CONFIDENTIALITY AGREEMENT
This Agreement is made and entered into as of the _____ day of ___________,
199__, by and between System Software Associates, Inc., a Delaware corporation
with its principal place of business at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx, 00000 ("SSA") and ___________________________ ("EMPLOYEE").
WHEREAS, SSA has expended considerable time, effort and resources in the
development of certain proprietary information, which must be maintained as
confidential in order to ensure the success of SSA's business;
WHEREAS, EMPLOYEE has access to such information; and
WHEREAS, each of SSA's other employees has been or shall be obligated to
maintain the secrecy of such proprietary information as a condition of his/her
continued employment by SSA.
NOW THEREFORE, in consideration of the covenants and promises contained herein,
and of EMPLOYEE's continued employment by SSA, the compensation and benefits
received by EMPLOYEE from SSA and the access given EMPLOYEE to the aforesaid
information, the parties hereto agree as follows:
1. DEFINITIONS. As used herein, the term "PROPRIETARY INFORMATION" means any
and all information, oral or written, that is not generally known by persons not
employed by or parties to contracts with SSA, including but not limited to:
(a) inventions, designs, discoveries, works of authorship, improvements or
ideas developed or otherwise possessed by SSA;
(b) SSA's proprietary software, consisting of computer programs in source or
object code and all related documentation and training materials,
including all upgrades, updates, improvements and modifications thereof
and including programs and documentation in incomplete stages of design or
research and development;
(c) the subject matter of SSA's patents, design patents, copyrights, trade
secrets, trademarks, service marks, trade names, trade dress, manuals,
operating instructions and other industrial property to the extent that
such information is unavailable to the public and/or is in incomplete
stages of design or research and development;
(d) SSA's business operations, including marketing, research and product
development plans and strategies which have been or are being considered;
(e) SSA's pricing information and pricing methods; and
(f) SSA's lists of past, existing or potential clients and customers.
2. OWNERSHIP OF PROPRIETARY INFORMATION
(a) EMPLOYEE acknowledges that SSA is the owner of the PROPRIETARY INFORMATION
and agrees not to contest any such ownership rights of SSA, either during
or after EMPLOYEE's employment with SSA.
(b) Subject to Paragraph 2(c) EMPLOYEE agrees to assign to SSA at any time
during and after EMPLOYEE's employment with SSA, promptly at SSA's request
and without additional compensation, all of EMPLOYEE's right, title and
interest in and to any and all inventions, designs, discoveries, works of
authorship, improvements, or software in or to which EMPLOYEE may acquire
rights in whole or in part as a result of his/her employment by SSA, and
to sign such documents and do such acts as may be reasonably necessary to
accomplish such assignment.
(c) Pursuant to the Illinois Employees' Patent Act, Public Act 83-493, the
parties agree that Paragraph 2(b) shall not apply to an invention for
which no equipment, supplies, facility or trade secret information of SSA
was used and which was developed entirely on EMPLOYEE's own time, unless
the invention (i)
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relates to the business of SSA or to SSA's actual or demonstrably
anticipated research or development; or (ii) results from any work
performed by EMPLOYEE for SSA.
(d) EMPLOYEE acknowledges that any computer programs, documentation or other
copyrightable works created in whole or in part by EMPLOYEE during his
employment with SSA shall be considered "works made for hire" under the
U.S. Copyright Act, 17 U.S.C. 101 and shall become part of the PROPRIETARY
INFORMATION.
3. NONDISCLOSURE OF PROPRIETARY INFORMATION. EMPLOYEE agrees to hold the
PROPRIETARY INFORMATION in the strictest confidence, both during and after
EMPLOYEE's employment relationship with SSA. To this end, EMPLOYEE shall:
(a) not make, or permit or cause to be made copies of the PROPRIETARY
INFORMATION, except as necessary to carry out EMPLOYEE's duties as
prescribed by SSA;
(b) not disclose or reveal the PROPRIETARY INFORMATION, or any portion thereof,
to any person except other SSA employees who have signed nondisclosure
agreements with SSA;
(c) take all reasonable precautions to prevent the inadvertent disclosure of
the PROPRIETARY INFORMATION to any unauthorized person;
(d) not transport or cause to be transported the PROPRIETARY INFORMATION
outside the premise of SSA, except as necessary to carry out EMPLOYEE's
duties as prescribed by SSA; and
(e) not without SSA's authorization participate directly or indirectly in the
development, marketing, sale, licensing or other exploitation of software
products or services which embody or are derived from the PROPRIETARY
INFORMATION.
EMPLOYEE expressly agrees that disclosures prohibited hereby include, without
limitation, disclosure of similarities or possible similarities between the
PROPRIETARY INFORMATION and the work product of another person or company.
4. TERMINATION OF EMPLOYMENT. Upon termination of his/her employment for any
reason whatsoever, EMPLOYEE shall deliver to SSA all written or printed
documents, all tapes, disks and other electronic media and all other tangible
property in EMPLOYEE's possession which contain any PROPRIETARY INFORMATION.
For the period of one year after such termination, EMPLOYEE shall not, directly
or indirectly (including without limitation as an officer, director, employer,
employee, advisor, consultant or investor) (i) hire or solicit the employment or
services of any person who is an employee of SSA, or (ii) engage in the
development, production, distribution, sale, licensing, or marketing of software
products directly competitive with SSA's software products including without
limitation software designed to run on IBM AS/400, IBM RS/6000, HP9000 computers
or their successors. If the foregoing covenant is held to be more restrictive
than permitted by applicable law, the objectionable restriction shall be
construed as being limited to the maximum restriction permitted.
5. NOTICE OF PATENT AND COPYRIGHT APPLICATIONS. During the period of one year
after the termination of his/her employment relationship with SSA, EMPLOYEE
shall notify SSA of all patents and copyrights applied for by EMPLOYEE and to
provide SSA with a description of such patents and copyrights sufficient to
enable SSA to determine whether the works over which they are claimed relate to,
or are derived from, the PROPRIETARY INFORMATION.
6. INJUNCTIVE RELIEF. EMPLOYEE acknowledges and agrees that in the event of
any breach or threatened breach by EMPLOYEE of any of the provisions of this
Agreement, damages shall be an inadequate remedy and SSA shall be entitled to
injunctive and otherwise equitable relief. SSA's rights under this provision
are in addition to all rights otherwise available to it at law or in equity.
7. SEVERABILITY. In the event that any provision hereof is found invalid or
unenforceable pursuant to a judicial decree or decision, the invalidity and
unenforceability of such provision shall not affect the other provisions of this
Agreement and all such other provisions shall remain in full force and effect.
It is expressly agreed that the
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existence of any claim or cause of action of EMPLOYEE against SSA, whether or
not predicated on this Agreement, shall not constitute a defense to the
enforcement of this Agreement by SSA.
8. WAIVER. No waiver of any provision of this Agreement or any rights or
obligations of either party hereunder shall be effective unless pursuant to a
written instrument signed by the party or parties making such a waiver, and such
waiver shall be effective only in the specific instance and for the specific
purpose stated therein.
9. GOVERNING LAW. This Agreement and any controversy arising hereunder shall
be governed by and interpreted in accordance with the laws of the State of
Illinois.
EMPLOYEE states that he has freely and voluntarily entered into this Agreement,
and that he has read and understood each and every provision hereof. EMPLOYEE
acknowledges receiving a fully executed copy of this Agreement. Signed this 27th
day of August, 1998.
SYSTEM SOFTWARE ASSOCIATES, INC. EMPLOYEE
By: /s/ Xxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
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Title: VP and General Counsel
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