EMPLOYMENT AGREEMENT
--------------------
This EMPLOYMENT AGREEMENT ("Agreement"), dated as of May 1, 2003 (the
"Effective Date"), is made by and between SECURED DIVERSIFIED INVESTMENT,
LTD., a Nevada corporation, located at 0000 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX
00000 and hereafter referred to as "the Company", and Xxxxxxx X. Xxxxxx,
whose address is 37344 Mojave Xxxx Xx., Xxxx Xxxxxx, XX 00000, hereinafter
referred to as "Executive", based upon the following:
RECITALS
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WHEREAS, the Company wishes to retain the services of Executive, and
Executive wishes to render services to the Company, as its Senior Vice
President;
WHEREAS, the Company and Executive wish to set forth in this Agreement
the duties and responsibilities that Executive has agreed to undertake on
behalf of the Company;
WHEREAS, the Company and Executive intend that this Agreement will
supersede and replace any and all other employment agreements for
employment entered into by and between the Company and Executive, and that
upon execution of this Agreement, any such employment agreements or
arrangements shall have no further force or effect.
THEREFORE, in consideration of the foregoing and of the mutual
promises contained in this Agreement, the Company and Executive (who are
sometimes individually referred to as a "party" and collectively referred
to as the "parties") agree as follows:
AGREEMENT
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1. SPECIFIED TERM.
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The Company hereby employs Executive pursuant to the terms of this
Agreement and Executive hereby accepts employment with the Company pursuant
to the terms of this Agreement for the period beginning on May 1, 2003 and
ending on May 1, 2006 (the "Term").
Subject to Sections 8, 9, and 10, this Agreement will automatically be
renewed for successive periods of one year after May 1, 2006, unless either
party gives notice to the other, at least sixty (60) days prior to the
expiration of the specified period that the party desires to renegotiate
this Agreement. In the event that any party notifies the other party in
writing of its desire to renegotiate this Agreement, then the terms and
conditions of this Agreement shall for an additional 60 days after
expiration of the Term or until a mutual agreement is reached, whichever
ids shorter. If a mutually acceptable renegotiated agreement is not
reduced to writing and executed by the parties within sixty (60) days after
the end of the Term, then this Agreement shall continue on a month to month
basis until terminated by written notice given by either party at least
thirty (30) days prior to the end of any monthly period.
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2. GENERAL DUTIES.
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Executive shall report to the Company's President and Board of
Directors. Executive shall devote his entire productive time, ability, and
attention to the Company's business during the term of this Agreement. In
his capacity as Senior Vice President, Executive shall be primarily
responsible for the real estate acquisitions of the Company or such other
tasks as may be delegated by the President or Board of Directors.
Executive shall do and perform all services, acts, or things necessary or
advisable to discharge his duties under this Agreement, an such other
duties as are commonly performed by an employee of his rank in a publicly
traded corporation or which may, from time to time, be prescribed by the
Company through its President or Board of Directors. Furthermore,
Executive agrees to cooperate with and work to the best of his ability with
the Company's management team, which includes the Board of Directors and
the officers and other employees, to continually improve the Company's
reputation in its industry for quality products and performance.
3. COMPENSATION.
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(a) Annual Salary.
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During the Term of this Agreement, the Company shall pay to
Executive an annual base salary in the amounts set forth below (the
"Annual Salary"). The Annual Salary shall be:
i. One Hundred Twenty Thousand ($120,000.00) during the first
year of employment;
ii. Two Hundred Forty Thousand ($240,000.00) during the second
year of employment; and
iii. Three Hundred Sixty Thousand ($360,000.00) during the third
year of employment.
In addition, the Company may offer to Executive the opportunity to
serve as an officer or employee of a subsidiary or affiliated entity of the
Company. The Company and Executive shall agree on a mutually acceptable
annual salary for service in such capacity, and the amount thereof shall be
included in the "Annual Salary."
The Annual Salary shall be paid to Executive in equal installments in
accordance with the periodic payroll practices of the Company for executive
employees.
If the Company is unable to pay a portion or all of the Annual Salary
in cash, the Executive may elect to receive all or any portion of the
Annual Salary in shares of the Company's common stock. The number of
shares of common stock to be issued to Executive shall be determined on the
last day of each fiscal quarter, and shall be calculated using the average
of the closing bid and ask prices of the common stock on that date. If no
shares of the Company's common stock trade on that date, then the Company
shall use the average of the closing bid and ask prices of the common stock
on the last day immediately prior to the last day of the fiscal quarter
during which the common stock was traded. All such shares of Company
common stock shall be issued pursuant to the Company's 2003 Employee Stock
Incentive Plan (the "2003 Plan") to be adopted by the Board of Directors
and shareholders.
Executive may also elect for salary to be deferred until such time the
Company has sufficient earnings or surplus capital to pay the deferred
Annual Salary. If Executive elects to defer any portion of the Annual
Salary, then the Company shall pay interest on the unpaid balance equal to
the minimum Applicable Federal Rate.
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b. Annual Bonus.
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Executive and the Board of Directors shall meet immediately
following execution of this Agreement and, thereafter, at the end of
each fiscal year to establish performance standards and goals to be
met by Executive during the next fiscal year, which standards and
goals shall be based upon earnings, cash flows, EBITDA and other
objectives that are mutually agreed to by Executive and the Board of
Directors. The Company shall pay to Executive, no later than ninety
(90) days after the completion of the fiscal year, a cash bonus (the
"Annual Bonus") in an amount to be recommended by the Board of
Directors, for each year in which the performance standards and goals
are met or exceeded by Executive. Nothing in this Section shall
prevent Executive and the Board of Directors from mutually agreeing to
an alternative computation of the Annual Bonus, which may be
implemented and paid to Executive in place of the Annual Bonus
described herein. The Annual Bonus shall be subject to any applicable
tax withholdings and/or employee deductions.
c. Cost of Living Adjustment.
--------------------------
If this Agreement is extended beyond the Term, then commencing as
of January 1, 2006, and on each January 1st thereafter, then effective
Annual Salary shall be increased (but not decreased) by an amount: (i)
which shall reflect the increase, if any, in the cost of living during
the previous 12 months by adding to the Annual Salary an amount
computed by multiplying the Annual Salary by the percentage by which
the level of the Consumer Price Index for the Long Beach, California
Metropolitan Area as reported on January 1st of the new year by the
Bureau of Labor Statistics of the United States Department of Labor
has increased over its level as of January 1st of the Prior year, and
(ii) which will maintain Executive's compensation at a level
consistent with the compensation paid to executive officers holding
similar positions in the Real Estate Industry. Additionally, the
Board of Directors shall periodically review Executive's Salary to
determine whether to otherwise increase Executive's Compensation,
without any obligation by the Board to authorize such an increase.
d. Participation In Employee Benefit Plans.
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Executive shall have the same rights, privileges, benefits and
opportunities to participate in any the Company's employee benefit
plans which may now or hereafter be in effect on a general basis for
executive officers or employees. The Company may delete benefits and
otherwise amend and change the type and quantity of benefits it
provides in its sole discretion. In the event Executive receives
payments from a disability plan maintained by the Company, the Company
shall have the right to offset such payments against the Annual Salary
otherwise payable to Executive during the period for which payments
are made by such disability plan.
e. Director and Officer Liability Insurance.
-----------------------------------------
The Company shall use commercially reasonable efforts to purchase
directors and officers liability insurance and include Executive as an
insured thereunder.
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f. Stock Issuance.
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As an incentive and inducement for employment, the Company will
issue a one-time lump sum of Two Hundred Fifty Thousand (250,000)
shares of restricted stock immediately upon execution of this
Agreement. For each fiscal year in which the Company increases its
net assets by at least twenty percent (20%) over the net assets at the
end of the previous fiscal year, the Company will issue to Executive
an additional Fifty Thousand (50,000) shares of its common stock. All
such shares shall be registered on a registration statement on Form
S-8, and shall include a resale prospectus on Form S-1.
g. Options to Purchase Stock.
--------------------------
Subject to the vesting conditions set forth below and the terms
of the Plan, Executive shall be granted options to purchase Five
Hundred Thousand (500,000) shares of the Company common stock. The
exercise price for each share of common stock covered by the option
shall be fifteen cents ($0.15), which is equal to or greater than the
fair market value of the common stock on the Effective Date. The
right to exercise the option shall vest as follows: options to
purchase One Hundred Twenty-Five Thousand (125,000) shares shall vest
and become immediately upon execution of this Agreement and the
delivery of a stock option agreement under the Plan. The remaining
options shall vest and become exercisable in equal three annual
installments of One Hundred Twenty-Five Thousand (125,000) shares on
the anniversary dates of the Effective Date, so long as Executive
remains an employee on such vesting date. The options shall expire
and become null and void if not exercised at the earlier of ten (10)
years from the Effective Date or the earlier expiration dates provided
below. If the Executive is terminated pursuant Section 8 of this
Agreement, the Executive will have ninety (90) days to exercise the
stock options that are vested unless otherwise agreed to by the Board
of Directors. If the Executive is terminated pursuant Sections 9 or
10 of this Agreement, the Executive shall have five years from date of
termination to exercise stock options that are vested.
Unvested options shall immediately terminate and become null and
void upon any termination of Executive's employment, except as
provided below in Section 12.
h. Payment of Tax Related to the Receipt of Non-Cash Compensation.
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If Executive incurs income tax or any other tax, including
payroll taxes, as a result of the receipt of non-cash compensation
during any fiscal year, the Company shall pay to Executive an amount
equal to any and all such tax.
4. REIMBURSEMENT OF BUSINESS EXPENSES.
-----------------------------------
The Company shall promptly reimburse Executive for all reasonable
business expenses incurred by Executive in connection with the business of
the Company. However, each such expenditure shall be reimbursable only if
Executive furnishes to the Company adequate records and other documentary
evidence required by federal and state statutes and regulations issued by
the appropriate taxing authorities for the substantiation of each such
expenditure as an income tax deduction.
5. ANNUAL VACATION.
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Executive shall be entitled to four (4) weeks vacation time each year
without loss of compensation.
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6. INDEMNIFICATION OF LOSSES.
--------------------------
So long as Executive's actions were taken in good faith and
furtherance of the Company's business and within the scope of Executive's
duties and authority, the Company shall indemnify and hold Executive
harmless to the full extent of the law from any and all claims, losses and
expenses sustained by Executive as a result of any action taken by him to
discharge his duties under this Agreement, and the Company shall defend
Executive, at the Company's expense, in connection with any and all claims
by stockholders or third parties which are based upon actions taken by
Executive to discharge his duties under this Agreement.
7. PERSONAL CONDUCT.
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Executive agrees promptly and faithfully to comply with all present
and future policies, requirements, directions requests and rules and
regulations of the Company in connection with the Company's business.
8. TERMINATION BY THE COMPANY FOR CAUSE.
-------------------------------------
The Company reserves the right to declare Executive in default of this
Agreement if (each a "Cause"):
a. Executive willfully breaches or habitually neglects the duties
which he is required to perform under the terms of this
Agreement, or
b. Executive commits such acts of dishonesty, fraud,
misrepresentation, gross negligence or willful misconduct which
results in material harm to the Company or its business, or
c. Executive violates any law, rule or regulation applicable to the
Company or Executive relating to the business operations of the
Company that may have a material adverse effect upon the
Company's business, operations, or condition (financial or
otherwise).
The Company may terminate this Agreement for Cause immediately upon
written notice of termination to Executive; provided, however, if the
Company terminates this Agreement due to Executive's willful breach or
habitual neglect of the duties he is required to perform, then Executive
shall be entitled to a period of thirty (30) days from the date of the
written notice of termination to cure said breach. Except as otherwise set
forth in this Section 8, upon any termination for Cause, the obligations of
Executive and the Company under this Agreement shall immediately cease.
Such termination shall be without prejudice to any other remedy to which
the Company may be entitled either at law, in equity, or under this
Agreement. If Executive's employment is terminated pursuant to this
Section 8, the Company shall pay to Executive (i) Executive's accrued but
unpaid Annual Salary and vacation pay through the effective date of the
termination;(ii) Executive's accrued but unpaid Annual Bonus, if any; and
(iii) business expenses incurred prior to the effective date of termination
and shall transfer to Executive any stock earned but unissued pursuant to
Section 3(e). Executive shall not be entitled to continue to participate
in any employee benefit plans except to the extent provided in such plans
for terminated participants, or as may be required by applicable law.
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9. TERMINATION BY THE COMPANY WITHOUT CAUSE.
-----------------------------------------
a. Death. Executive's employment shall terminate upon the death of
Executive. Upon such termination, the obligations of Executive
and the Company under this Agreement shall immediately cease.
Except as otherwise set forth in Section 11 below, upon such
termination the obligations of Executive and the Company under
this Agreement shall immediately cease.
b. Disability. The Company reserves the right to terminate
Executive's employment upon ten (10) days written notice if, for
a period of ninety (90) days, Executive is prevented from
discharging his duties under this Agreement due to any physical
or mental disability. Except as otherwise set forth in Section
11 below, upon such termination the obligations of Executive and
the Company under this Agreement shall immediately cease.
c. Election By the Company. The Company may terminate Executive's
employment upon not less than ninety (90) days written notice by
the Company to Executive. With the exception of the covenants
included in Section 12 below, upon such termination the
obligations of Executive and the Company under this Agreement
shall immediately cease.
10. TERMINATION BY EXECUTIVE.
-------------------------
a. Election By Executive. Executive's employment may be terminated
at any time by Executive upon not less than ninety (90) days
written notice by Executive to the Board. Except as otherwise
set forth in this paragraph (a), upon such termination the
obligations of Executive and the Company under this Agreement
shall immediately cease. In the event of a termination pursuant
to this paragraph, the Company shall pay to executive (i)
Executive's accrued but unpaid Annual Salary and vacation pay
through the effective date of the termination; (ii) Executive's
accrued but unpaid Annual Bonus, if any; and (iii) business
expenses incurred prior to the effective date of termination and
shall transfer to Executive any stock earned but unissued
pursuant to Section 3(e). Executive shall not be entitled to
continue to participate in any employee benefit plans except to
the extent provided in such plans for terminated participants, or
as may be required by applicable law.
b. Termination By Executive For Good Reason. Executive may
terminate this Agreement immediately based on his reasonable
determination that one of the following events has occurred:
(i) The Company intentionally and continually breaches or
wrongfully fails to fulfill or perform (A) its material
obligations, promises or covenants under this Agreement; or
(B) any material warranties, obligations, promises or
covenants in any agreement (other than this Agreement)
entered into between the Company and Executive, without
cure, if any, as provided in such agreement;
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(ii) Without the consent of Executive, the Company: (A)
substantially alters or materially diminishes the position,
nature, status, prestige or responsibilities of Executive
from those in effect by mutual agreement of the parties from
time to time; (B) assigns additional duties or
responsibilities to Executive which are wholly and clearly
inconsistent with the position, nature, status, prestige or
responsibilities of Executive then in effect; or (C) removes
or fails to reappoint or re-elect Executive to Executive's
offices under this Agreement (as they may be changed or
augmented from time to time with the consent of Executive),
unless Executive is deceased or disabled, or such removal or
failure is attributable to an event which would constitute
termination for cause;
(iii)the Company intentionally requires Executive to commit or
participate in any felony or other serious crime; and/or
(iv) the Company engages in other conduct constituting legal
cause for termination.
With the exception of the covenants included in Section 12
below, upon such termination the obligations of Executive and the
Company under this Agreement shall immediately cease.
11. EFFECT OF TERMINATION ATTRIBUTABLE TO DEATH OR DISABILITY.
----------------------------------------------------------
In the event Executive's employment is terminated due to Executive's
death or disability, then:
a. The Company shall pay Executive's accrued but unpaid Annual
Salary and vacation time through the effective date of the
termination, provided, however, that the Company shall also pay
to Executive or Executive's estate twice the amount of
executive's then effective Annual Salary as set forth in Section
3(a);
b. The Company shall pay to the Executive an Annual Bonus which
shall be computed as the greater of the accrued but unpaid Annual
Bonus, if any, or an amount which equals the average of
Executive's Annual Bonus during the two (2) fiscal years prior to
the termination date;
c. The Company shall reimburse Executive for any business expenses
incurred prior to the effective date of the termination;
d. Executive (including Executive's heirs) shall be entitled to
continue to participate in any employee benefit plans except to
the extent provided in such plans for terminated participants, or
as may be required by applicable law.
12. EFFECT OF TERMINATION ATTRIBUTABLE TO A CHANGE IN CONTROL, A
TERMINATION BY EXECUTIVE FOR GOOD REASON OR A TERMINATION BY THE
COMPANY WITHOUT CAUSE.
-----------------------------------------------------------------
If Executive's employment is terminated before the expiration of the
term, and such termination is attributable to (i) a Change in Control; (ii)
a termination by Executive for good reason; or (iii) the Company's election
to terminate, then:
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a. The Company shall pay to Executive, in a lump sum and without
discount to present value, an amount equal to the Annual Salary,
as set forth in Section 3 (a), due to Executive for the balance
of the term, but in no event shall such payment total less than
One Hundred Twenty Thousand ($240,000.00);
b. The Company shall pay to Executive, in a lump sum and without
discount to present value, Executive's declared but unpaid Annual
Bonus, if such Annual Bonus has been declared, but if not
declared then the Company shall pay to Executive an amount which
equals the average of Executive's Annual Bonus earned for the two
(2) fiscal years prior to the termination date;
c. At the election of Executive, the Company shall (i) provide to
Executive and his spouse and dependents (if any), for a period of
twelve (12) months, medical benefits which shall be comparable to
the benefits received by Executive at the time of termination of
his employment; or (ii) provide to Executive additional
compensation, payable on a monthly basis, which would approximate
the cost to Executive to obtain such comparable benefits;
d. The Company shall reimburse Executive for Executive's business
expenses incurred through the effective date of the termination;
Pursuant to Section 3(e), the Company shall transfer to Executive any
stock earned but unissued pursuant to Section 3 (e); and
Irrespective of anything included in the agreements memorializing
them, the vesting conditions imposed on any stock options, warrants or
other rights subject to vesting shall be accelerated and shall vest on the
date of Executive's termination and Executive shall have a period of twelve
(12) months to exercise such stock options, warrants or other rights.
Executive shall not be required to mitigate the amount of any payment
made pursuant to this Section 12 by seeking other employment or otherwise,
and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent
employment. The provisions of this Section 12 shall be in lieu of any
remedy or damages to which Executive may be entitled by reason of a breach
of this Agreement by the Company, whether such remedy may be recovered at
law or in equity.
For purposes of this Agreement, "Change of Control" shall be defined
as any of the following transaction; (i) the sale or disposition by the
Company of substantially all of its business or assets, or (ii) the
acquisition of the Company's capital stock by a third party in connection
with the transfer of a controlling interest of the Company's capital stock
to such party, or (iii) the merger or consolidation of the Company with
another corporation as part of a transfer of a controlling interest of the
Company's capital stock to a third party. A "controlling interest of the
Company's capital stock" shall be defined as a transfer or acquisition by a
third party of at least fifty percent (50%) of the Company's capital stock
in one or a series of transactions. A "third party" shall not include any
employee benefit plan maintained by the Company or any corporation or
entity in which the Company holds fifty percent (50%) or more of the voting
securities.
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13. MISCELLANEOUS
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a. Preparation of Agreement.
-------------------------
It is acknowledged by each party that such party either had
separate and independent advice of counsel or the opportunity to avail
itself or himself of the same. In light of these facts it is
acknowledged that no party shall be construed to be solely responsible
for the drafting hereof, and therefore any ambiguity shall not be
construed against any party as the alleged draftsman of this
Agreement.
b. Cooperation.
------------
Each party agrees, without further consideration, to cooperate
and diligently perform any further acts, deeds and things and to
execute and deliver any documents that may from time to time be
reasonably necessary or otherwise reasonably required to consummate,
evidence, confirm and/or carry out the intent and provisions of this
Agreement, all without undue delay or expense.
i. Interpretation.
---------------
Entire Agreement/No Collateral Representations. Each party
expressly acknowledges and agrees that this Agreement, including all
exhibits attached hereto: (1) is the final, complete and exclusive
statement of the agreement of the parties with respect to the subject
matter hereof; (2) supersedes any prior or contemporaneous agreements,
promises, assurances, guarantees, representations, understandings,
conduct, proposals, conditions, commitments, acts, course of dealing,
warranties, interpretations or terms of any kind, oral or written
(collectively and severally, the "Prior Agreements"), and that any
such prior agreements are of no force or effect except as expressly
set forth herein; and (3) may not be varied, supplemented or
contradicted by evidence of Prior Agreements, or by evidence of
subsequent oral agreements. Any agreement hereafter made shall be
ineffective to modify, supplement or discharge the terms of this
Agreement, in whole or in part, unless such agreement is in writing
and signed by the party against whom enforcement of the modification
or supplement is sought.
ii. Waiver.
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No breach of any agreement or provision herein contained, or of
any obligation under this Agreement, may be waived, nor shall any
extension of time for performance of any obligations or acts be deemed
an extension of time for performance of any other obligations or acts
contained herein, except by written instrument signed by the party to
be charged or as otherwise expressly authorized herein. No waiver of
any breach of any agreement or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof, or a
waiver or relinquishment of any other agreement or provision or right
or power herein contained.
iii. Remedies Cumulative.
--------------------
The remedies of each party under this Agreement are cumulative
and shall not exclude any other remedies to which such party may be
lawfully entitled.
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iv. Severability.
-------------
If any term or provision of this Agreement or the application
thereof to any person or circumstance shall, to any extent, be
determined to be invalid, illegal, or unenforceable under present or
future laws effective during the term of this Agreement, then and, in
that event: (A) the performance of the offending term or provision
(but only to the extent its application is invalid, illegal or
unenforceable) shall be excused as if it had never been incorporated
into this Agreement, and, in lieu of such excused provision, there
shall be added a provision as similar in terms and amount to such
excused provision as may be possible and legal, valid and enforceable,
and (B) the remaining part of this Agreement (including the
application of the offending term or provision to persons or
circumstances other than those as to which it is held invalid, illegal
or unenforceable) shall not be affected thereby and shall continue in
full force and effect to the fullest extent provided by law.
v. No Third Party Beneficiary.
---------------------------
Notwithstanding anything else herein to the contrary, the parties
specifically disavow any desire or intention to create any third party
beneficiary obligations, and specifically declare that no person or
entity, other than as set forth in this Agreement, shall have any
rights hereunder or any right of enforcement hereof.
vi. Heading; References; Incorporation; Gender.
-------------------------------------------
The headings used in this Agreement are for convenience and
reference purposes only, and shall not be used in construing or
interpreting the scope or intent of this Agreement or any provision
hereof. References to this Agreement shall include all amendments or
renewals thereof. Any exhibit referenced in this Agreement shall be
deemed to include the other gender, including neutral genders or
genders appropriate for entities, if applicable, and the singular
shall be deemed to include the plural, and vice versa, as the context
requires.
d. Enforcement.
------------
i. Applicable Law.
---------------
This Agreement and the rights and remedies of each party
arising out of or relating to this Agreement (including, without
limitation, equitable remedies) shall be solely governed by,
interpreted under, and construed and enforced in accordance with
the laws (without regard to the conflicts of law principles
thereof) of the State of California, as if this agreement were
made, and as if its obligations are to be performed, wholly
within the State of California.
ii. Consent to Jurisdiction; Service of Process.
--------------------------------------------
Any action or proceeding arising out of or relating to this
Agreement shall be filed in and heard and litigated solely before
the state courts of California located within the County of
Orange.
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iii. No Assignment of Rights or Delegation of Duties by
Executive.
--------------------------------------------------
Executive's rights and benefits under this Agreement are
personal to him and therefore (i) no such right or benefit shall
be subject to voluntary or involuntary alienation, assignment or
transfer; and (ii) Executive may not delegate his duties or
obligations hereunder.
iv. Notices.
--------
Unless otherwise specifically provided in this Agreement,
all notices, demands, requests, consents, approvals or other
communications (collectively and severally called "Notices")
required or permitted to be given hereunder, or which are given
with respect to this Agreement, shall be in writing, and shall be
given by: (A) personal delivery (which form of Notice shall be
deemed to have been given upon delivery), (B) by telegraph or by
private airborne/overnight delivery service (which forms of
Notice shall be deemed to have been given upon confirmed delivery
by the delivery agency), (C) by electronic or facsimile or
telephonic transmission, provided the receiving party has a
compatible device or confirms receipt thereof (which forms of
Notice shall be deemed delivered upon confirmed transmission or
confirmation of receipt), or (D) by mailing in the United States
mail by registered or certified mail, return receipt requested,
postage prepaid (which forms of Notice shall be deemed to have
been given upon the fifth (5th) business day following the date
mailed). Each party, and their respective counsel, hereby agrees
that if Notice is to be given hereunder by such party's counsel,
such counsel may communicate directly with all principals, as
required to comply with the foregoing notice provisions. Notices
shall be addressed to the address hereinabove set forth in the
introductory paragraph of this Agreement, or to such other
address as the receiving party shall have specified most recently
by like Notice, with a copy to the other parties hereto. Any
Notice given to the estate of a party shall be sufficient if
addressed to the party as provided in this subparagraph.
v. Counterparts.
-------------
This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which together
shall constitute one and the same instrument, binding on all
parties hereto. Any signature page of this Agreement may be
detached from any form hereto by having attached to it one or
more additional signature pages.
vi. Execution by All Parties Required to be Binding;
Electronically Transmitted Documents.
------------------------------------------------
This Agreement shall not be construed to be an offer and
shall have no force and effect until this Agreement is fully
executed by all parties hereto. If a copy or counterpart of this
Agreement is originally executed and such copy or counterpart is
thereafter transmitted electronically by facsimile or similar
device, such facsimile document shall for all purposes be treated
as if manually signed by the party whose facsimile signature
appears.
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In witness hereof, the parties execute this Employment Agreement as of
the date first written above.
SECURED DIVERSIFIED INVESTMENT, LTD. EXECUTIVE
By:
Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Title: President
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