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EMPLOYMENT AND NON-COMPETITION AGREEMENT
OF XXXXXX X. XXXXXX
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 1st day of
January, 1996, by and between WALNUT FINANCIAL SERVICES, INC., a Utah
corporation ("Employer"), and XXXXXX X. XXXXXX, an individual ("Employee").
RECITALS
WHEREAS, Employee had been previously employed by Walnut Capital Corp.
("WCC"), a Delaware corporation and wholly-owned subsidiary of Employer,
pursuant to an Employment and Non-Competition Agreement of Xxxxxx X. Xxxxxx
dated as of February 27, 1995 (the "WCC Contract"); and
WHEREAS, Employee and WCC mutually agree to terminate the WCC Contract and
agree that no amounts will be owing to Employee as a result of such
termination; and
WHEREAS, Employer desires to employ Employee on the terms and conditions
herein set forth; and
WHEREAS, Employee desires to be employed by Employer on the terms and
conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. EMPLOYMENT. Employer hereby agrees to employ Employee as Chief
Executive Officer with the duties and responsibilities set forth herein,
and in such other executive capacities as the Board of Directors of
Employer's or a duly authorized committee thereof (the "Board") may from
time to time determine, and Employee hereby agrees to become and to
remain employed by Employer, for the Term (as hereinafter defined) and
upon the other terms and conditions hereinafter set forth.
2. TERM. The commencement date of this Agreement shall be the date
hereof, and its term shall continue until February 27, 1998, as extended
pursuant to Section 11.4 hereof, unless sooner terminated pursuant to the
terms and conditions hereof (the "Term").
3. BASE SALARY. For faithful performance of Employee's duties and
responsibilities, Employee shall receive a base salary of One Hundred
Thousand and No/100 Dollars ($100,000.00) per
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year through the end of the Term. Employee's base salary shall be
payable in accordance with Employer's usual practices, including, without
limitation, the withholding of all applicable federal, state and local
taxes, and shall be paid only for that portion of each calendar year
during which Employee was actually employed.
4. FRINGE BENEFITS.
4.1. Benefit Plans. During the Term, Employee shall be entitled
to participate in all stock option plans, employee benefit plans or
programs of Employer and Employer's subsidiaries to the extent that
his position, title, tenure, salary, age, health and other
qualifications make him eligible to participate. Employer does not
guaranty the adoption or continuance of any particular stock option
plan, employee benefit plan or program during the Term, and
Employee's participation in any such plans or programs shall be
subject to the provisions, rules and regulations applicable thereto.
4.2. Vacations. During the Term, Employee shall be entitled to
vacation days with pay in accordance with Employer's policies in
effect from time to time.
5. EXPENSES. Employer shall pay or reimburse Employee for all reasonable
and necessary out-of-pocket expenses incurred by him for the benefit of
Employer and in the performance of his duties and responsibilities under
this Agreement, subject to the presentation of appropriate receipts and
vouchers in accordance with Employer's policies for expense verification.
In addition, Employee will comply with all policies and procedures
adopted by Employer from time to time applicable to its executive
employees and relating to or regulating the nature and extent of
reimbursable expenses, the manner of accounting therefor and the manner
of reimbursement of same, including, without limitation, any limit
imposed by Employer on the total amount of said expenses relative to the
amount budgeted therefor in Employer's annual budget as approved by the
Board (the "Budget").
6. BONUS. In addition to the base salary and other benefits set forth
above, Employee shall be entitled to such bonus, if any, as the Board
determines from time to time, in its sole and absolute discretion.
7. DUTIES AND RESPONSIBILITIES.
7.1. Nature of Employee's Duties. Subject to the control of the
Board and the terms and conditions of this Agreement, Employee shall
perform such executive, administrative and supervisory duties as are
called for in connection with (a) the marketing and sales of
Employer's services, (b) the development of new services for
Employer, (c) general public relations for Employer, and (d) the
delivery to each of the Board detailed monthly written reports
regarding the operations of Employer in form and substance
acceptable to the Board in its reasonable discretion. Employee
shall also perform
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such other duties commensurate with Employee's position as the
Board may reasonably request from time to time, including, without
limitation, the performance of any such duties on behalf of
Employer or any subsidiary of Employer, or any subsidiary of any of
them (all of the foregoing entities are referred to collectively
herein as the "Employer Group").
7.2. Compliance with Rules. From and after the date Employee is
notified of same, Employee shall comply with such reasonable rules,
regulations, policies and orders as may be issued by Employer, which
shall have the same force and effect as though written into this
Agreement (and they are hereby incorporated herein and made a part
hereof).
7.3. Hiring and Firing Other Employees. Employee agrees that all
decisions involving the selection and termination of all key
employees reporting directly to Employee will not be implemented
without the prior written consent of the Board, which approval may
be granted or withheld in the sole and absolute discretion of the
Board.
7.4. Expenditures. Employee shall obtain the express written
approval of the Board, which may be granted or withheld in the sole
and absolute discretion of the Board, before entering into any
contract whatsoever, oral or in writing, whether in Employee's name
or in the name of Employer, requiring the expenditure of money or
the assumption of any obligation not specifically set forth in the
Budget in excess of Ten Thousand and no/100 Dollars ($10,000.00).
8. FAITHFUL PERFORMANCE. During the Term, Employee shall faithfully
perform his duties and responsibilities to the best of his ability and
devote his full time, attention and efforts to the business and affairs
of Employer and the overall development and growth of Employer's
business, or as otherwise reasonably requested by the Board. In this
regard, Employee additionally agrees as follows:
8.1. Other Business Interests. Employee shall not expend time
engaged in the actual operation and management of any business which
competes directly with the business of any of the entities in the
Employer Group, unless Employee has previously provided Employer
with a reasonably detailed written description of any such proposed
activities and obtained the prior written consent of the Board,
which may be granted or withheld in the sole and absolute discretion
of the Board.
8.2. Investments. Employee, his spouse and minor children living
at home shall not have a financial interest in excess of five
percent (5%), either directly or indirectly, alone or in
partnership, through a trust or as a shareholder, in any firm,
corporation or other entity which does business with any entity in
the Employer Group or competes with the business of any of the
entities in the Employer Group without the prior
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written approval of the Board, which may be granted or withheld in
the sole and absolute discretion of the Board. Should the status
of either the business of any of the entities in the Employer Group
or Employee's financial interest in any other business change so as
to result in a breach of the foregoing provision, Employee shall
immediately disclose such breach to the Board.
8.3. No Inconsistent Obligations. Employee hereby confirms that
he is under no contractual commitments inconsistent with his
obligations set forth in this Agreement and that he will not render
or perform services for any other person, firm, corporation or other
entity which are inconsistent with the provisions of this Agreement.
8.4. No Finder's Fees. If, during the Term, Employee is engaged
in or associated with the planning or implementation of any project,
program or venture involving any of the entities in the Employer
Group and a third party or parties, all rights in such project,
program or venture shall belong to such entity. Employee shall not
be entitled to any interest in such project, program or venture or
to any commission, finder's fee or other compensation in connection
therewith other than the compensation to be paid to Employee
pursuant to the terms and conditions of this Agreement.
9. CONFIDENTIAL INFORMATION. The Employer Group is primarily engaged in
the business actively investing in early stage development companies,
providing bridge financing to small to medium-sized companies and
providing financial asset recovery services and consulting services to
securities firms, banks and other financial institutions, fiduciaries,
bankruptcy trustees and other businesses. Employee acknowledges that
certain information, described as follows, to which Employee will have
access by virtue of his employment with Employer is highly confidential,
proprietary and trade secret information:
9.1. Proprietary Information. Any and all information pertaining
to or described as (a) any unique attributes of an entity in the
Employer Group's services or products, (b) the identity of an entity
in the Employer Group's suppliers and supplier lists; brokers and
broker lists, and customers and customer lists, (c) marketing
literature and marketing and promotional schedules and plans, (d)
documents and information regarding an entity in the Employer
Group's methods of operation and/or formulation of services, (e)
information concerning sales volumes, profits, operating percentages
and ratios, pricing and costs, including, without limitation,
employee compensation and (f) any and all other highly confidential,
proprietary or trade secret information of such entity.
9.2. Records. All books, records, memos, diaries, appointment
schedules, software, data processing information (whether
transcribed or not), computer processes, as well as any other
information or records pertaining to the business of any of the
entities in the Employer Group as may come within the knowledge
and/or control of Employee.
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9.3. Inventions. Any invention, improvement, discovery, recipe,
formula, idea or concept (whether patentable or not, including,
without limitation, those which are or may be subject to patent,
copyright or trademark protection) (a) relating to the existing or
reasonably foreseeable business interests of an entity in the
Employer Group, or (b) which relate to an entity in the Employer
Group's actual or demonstrably anticipated research or development,
or (c) which result from work performed by Employee for Employer, or
(d) for which equipment, supplies, facilities or trade secret
information of an entity in the Employer Group are used, or (e)
which are developed on Employer's time.
For purposes of this Agreement, the proprietary information, records and
inventions identified above shall be referred to collectively herein as
"Confidential Information", except to the extent any of same becomes
public knowledge through no breach of this Agreement.
10. OWNERSHIP AND PROTECTION OF CONFIDENTIAL INFORMATION. All
Confidential Information shall be the exclusive property of the
appropriate entity in the Employer Group and shall not be removed from
Employer's or the Employer Group's places of business, reproduced or
otherwise used by Employee without the Board's express prior written
consent, which may be granted or withheld in the sole and absolute
discretion of the Board; Employee hereby assigns and transfers to
Employer any right, title or interest Employee may have in any
Confidential Information, which assignment and transfer is hereby
accepted by Employer on behalf of the appropriate entity in the Employer
Group. Employee shall not, at any time during the period commencing on
the date hereof and ending on that date which is ten (10) years after the
date of termination of Employee's employment in any capacity with
Employer, disclose or use any Confidential Information, except to the
extent expressly allowed by this Agreement. Employee agrees not to
disclose, divulge or communicate any Confidential Information to any
person, firm, corporation or other entity, except (a) to persons who are
employed or engaged by Employer or an entity in the Employer Group and
need to know, (b) as to marketing materials, to existing or potential
suppliers and/or customers, (c) as required by law, court order or
governmental demand, provided that Employee has given Employer prompt
written notice that he believes he is required to disclose same so that
the appropriate entity in the Employer Group has had reasonable
opportunity to seek a protective order or other appropriate remedy, and
(d) as to any part of Employee's compensation, to Employee's family or as
required for tax, banking, credit, financing, insurance or other purposes
involving credit or services being sought or maintained by Employee. The
parties hereto stipulate that all Confidential Information has been or
will be acquired or developed by an entity in the Employer Group at great
expense and substantial effort and is and will be important and material
and does and will contribute significantly to the successful conduct of
its business and its goodwill.
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11. TERMINATION. This Agreement may be terminated prior to the
expiration of the Term by Employer upon the occurrence of grounds
justifying "discharge for cause," or by voluntary election by either
Employer or Employee upon prior written notice, all as further described
hereinbelow:
11.1. Discharge for Cause. Employer shall have the right to
immediately (after the expiration of any applicable cure periods)
terminate this Agreement in the event of (a) Employee's death or any
disability which causes Employee to be unable to perform or engage
in his substantial and material duties as contemplated by this
Agreement for a total of ninety (90) days during any twelve (12)
month period, (b) any material failure by Employee to perform his
duties and responsibilities as described herein, (c) any material
dishonesty by Employee, (d) Employee being under the influence of
alcohol at any of Employer's or any of the Employer Group's places
of business or while conducting Employer's business, (e) Employee
being under the influence of non-prescriptive, hallucinogenic drugs
at any of Employer's or any of the Employer Group's places of
business or while conducting Employer's business, (f) Employee being
convicted of a felony, (g) any action by Employee involving serious
moral turpitude, (h) any material breach by Employee of any material
covenant or condition of this Agreement, (i) any material breach of
any representation or warranty by WCC under that certain Agreement
and Plan of Reorganization dated as of November 8, 1994 by and
between WCC and Employer caused, in whole or in part, directly or
indirectly, by any act or omission of Employee, or (j) Employee
engaging in any other misconduct reasonably likely to materially
adversely affect the business and/or reputation of Employer or any
entity in the Employer Group.
11.1.1. Determination by the Board. The existence or
nonexistence of any of the foregoing causes as grounds for
termination shall be determined in good faith by the Board.
11.1.2. Notice and Cure. In the event the Board's
determination of the existence of any such cause is based on
clauses (b), (g) or (h) above, then, prior to any termination
under this Section 11.1, the Board shall notify Employee of
such cause in writing and Employee shall thereafter have
fifteen (15) days to cure such cause before Employer may
terminate him hereunder based on a failure to timely effect a
cure. As to any other cause described above, the Board will
determine in its reasonable judgment whether the applicable
cause can be cured. If the Board determines that it can be
cured, Employee will be notified in writing of the cause and
given fifteen (15) days to cure such cause before Employer
may terminate him hereunder based on a failure to timely
effect a cure. In the event Employee's acts and/or
omissions give rise to more than one of such causes for
termination, then Employer may nevertheless
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terminate Employee based on any single cause provided
Employer has complied with any applicable requirements under
this Section 11.1.2 with regard to such specific cause.
11.1.3.Compensation. Upon a termination by Employer for any of the
foregoing causes, which shall be deemed a "discharge for
cause," Employee shall be entitled to receive as
compensation through the date of termination only his
accrued but unpaid base salary, an amount equivalent to his
earned but unused vacation pay and an amount equivalent to
any other accrued but unpaid benefits, but no bonus. In
addition, in the event Employer terminates Employee for
cause based solely on a disability, as referenced in clause
(a) above, which caused Employee to be unable to perform as
described in said clause (a) for a total of ninety (90) days
during any twelve (12) month period, but not for ninety (90)
consecutive days, then Employer shall continue to pay any
premiums necessary to keep any disability policy relating to
Employee in place for ninety (90) days after the date of
termination.
11.2. Early Termination by Employee. Employee may voluntarily
elect to terminate this Agreement upon ninety (90) days prior
written notice to Employer. In such event, Employee shall be
entitled to receive as compensation through the date of termination
only his accrued but unpaid base salary, an amount equivalent to his
earned but unused vacation pay, an amount equivalent to any other
accrued but unpaid benefits, and such bonus as the Board determines
to pay Employee in its sole and absolute discretion.
11.3. Early Termination by Employer. Employer may voluntarily
elect to terminate this Agreement (other than in accordance with the
provisions of Section 11.1 above) upon ninety (90) days prior
written notice to Employee. In such event, Employee shall be
entitled to continue to receive, during the period beginning on the
date of termination and ending on that date which is twelve (12)
months after the date of termination (the "Continuation Period"),
Employee's base salary at the rate applicable as of the date of
termination plus an amount equal to what Employer's cost, as
reasonably determined by Employer, for Employee's fringe benefits
(including, without limitation, retirement, health and medical
insurance, life insurance and auto allowance) at their then-current
levels would have been during the Continuation Period (by accepting
such payment, Employee shall not be deemed to have waived, and shall
still be entitled to exercise, all rights available to him with
regard to health care benefits under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, but only until he obtains
employment with another employer). Payment of the foregoing amounts
shall be made by Employer on a monthly basis. In addition, included
along with such monthly payments shall be a monthly installment of a
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prorated bonus relating to Employee's period of employment earned
in connection with Employer's bonus plan, if any, in place on the
date of termination.
11.4. Renewals. Beginning on that date which is thirteen (13)
months prior to the end of the Term and until that date which is
fifteen (15) days after said beginning date (a "Renewal Request
Period"), Employee may inquire of Employer in writing (a "Renewal
Request") whether Employer desires to extend the Term for another
twelve (12) months beyond the then current end of the Term. In the
event Employer receives a Renewal Request during a Renewal Request
Period, Employer shall determine whether to extend the Term by
twelve (12) months and deliver written notice (a "Renewal Response")
to Employee of its determination on or before that date which is
twelve (12) months prior to the then current end of the Term. In
the event Employer timely delivers a Renewal Response which states
that Employer desires to so extend the Term, the Term shall then be
deemed so extended. In the event Employer timely delivers a Renewal
Response which states that Employer does not desire to so extend the
Term, or in the event Employer does not timely deliver a Renewal
Response, then the Term shall not be deemed extended and shall
terminate at the then current end of the Term. Furthermore, also in
the event Employee fails to timely deliver a Renewal Request, the
Term shall not be deemed extended. Notwithstanding any of the
foregoing to the contrary, the end of the Term shall in all
instances be subject to earlier termination pursuant to the other
terms and conditions of this Agreement.
11.5. Method of Payment of Compensation. Except as otherwise
provided above, all amounts to be paid by Employer to Employee in
connection with a termination shall be paid in accordance with
Employer's applicable practices. Furthermore, Employee authorizes
Employer to withhold or deduct from the compensation to be paid to
Employee upon termination (a) all applicable taxes, (b) an amount
equal to any balances remaining from advances against salary given
to Employee during the term of his employment, provided that
Employer complies with any and all applicable requirements of
federal, state and local law, and (c) an amount sufficient to cover
any damages suffered by Employer on account of Employee's discharge
for cause or an early termination by Employee without at least
ninety (90) days' prior written notice as required by Section 11.2
hereof.
11.6. Return of Business Records. Concurrently with Employee's
termination, and whether said termination is voluntary or for cause,
Employee shall turn over to Employer all Confidential Information,
including, without limitation, any and all books, records, memos,
diaries, supplier lists, distributor lists, broker lists, customer
lists, product formulations, appointment schedules, software, data
processing information, computer processes and all other business
records and information pertaining to Employer's business or the
business of any of the entities in the Employer Group without
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reproducing same, together with all other property, in good
condition, normal wear and tear excepted.
12. EMPLOYER'S EQUITABLE REMEDIES. Employee hereby expressly agrees that
the restrictions on Employee contained in Sections 9 and 10 hereof
(collectively, the "Restrictive Covenants") are reasonable in scope and
duration and necessary to protect the businesses and goodwill of Employer
and the entities in the Employer Group. A breach of any of the
Restrictive Covenants by Employee will cause substantial irreparable and
continuing damages to Employer which cannot be precisely determined and
for which there may be no adequate remedy at law. Accordingly, in
addition to, and not in limitation of, any other rights available to
Employer, Employer shall be entitled to injunctive relief (preliminarily
and permanently) for any breach of the provisions of any of the
Restrictive Covenants, without posting a bond. The existence of any
claim or cause of action of Employee against Employer, whether predicated
on this Agreement, or otherwise, shall not constitute a defense to the
enforcement by Employer of any of the Restrictive Covenants. The
Restrictive Covenants are essential elements of this Agreement as, but
for the agreement of Employee to comply with such Restrictive Covenants,
Employer would not have agreed to enter into this Agreement. Each
Restrictive Covenant shall be construed as an agreement independent of
any other provision in this Agreement.
13. UNFUNDED AGREEMENT. Employer's obligations under this Agreement
shall be unfunded, but Employer reserves the right (but has no
obligation) to provide for its liability under this Agreement in any
manner it deems advisable, including, without limitation, the purchasing
of such assets (such as an insurance policy or policies on Employee's
life) as it may deem necessary or proper; provided, however, that
Employee's insurability or noninsurability shall in no way affect
Employer's obligations pursuant to this Agreement. Employee, his wife or
his widow after his death, or his designated beneficiaries, personal
representatives, heirs, successors and assigns, shall have no claim or
rights with respect to, and shall have no property or equitable interest
whatsoever in, any specific funds or assets of Employer and shall only
have the status of a general unsecured creditor with respect to Employer
hereunder.
14. OTHER ENTITIES NOT OBLIGATED. Employee hereby expressly acknowledges
and agrees that none of the other entities in the Employer Group shall be
deemed to have any obligations or liabilities to Employee arising out of
Employer's obligations under this Agreement.
15. SURVIVAL. The obligations contained in Sections 9, 10 and 11 hereof
shall survive the termination of this Agreement. In addition, the
termination of this Agreement shall not affect any of the rights or
obligations of either party arising prior to or at the time of the
termination of this Agreement or which may arise by any event causing the
termination of this Agreement.
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16. RESERVATION OF RIGHTS. Employer hereby reserves the right, in its
sole and absolute discretion, (a) upon notice to Employee, to change,
interpret, withdraw or add to any of the policies or terms and conditions
of employment, and to increase, decrease or eliminate entirely any
benefits, and (b) to do so without prior notice to or consultation with
Employee, so long as such policies, terms and conditions or benefits do
not constitute a reduction in the compensation or economic benefits of
Employee as provided in this Agreement.
17. MISCELLANEOUS.
17.1 Notices. Any notice required or permitted to be given
hereunder shall be in writing, and shall be either (a) personally
delivered, (b) sent by U.S. certified or registered mail, return
receipt requested, postage prepaid, or (c) sent by Federal Express
or other reputable common carrier guaranteeing next business day
delivery, to the respective addresses of the parties set forth
below, or to such other place as any party hereto may by notice
given as provided herein designate for receipt of notices hereunder.
Any such notice shall be deemed given and effective upon receipt or
refusal of receipt thereof by the primary party to whom it is to be
sent.
To Employer: Walnut Financial Services, Inc.
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxxx
with a copy to: Barack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
To Employee: Xxxxxx X. Xxxxxx, Esq.
00 Xxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
17.2. Captions. The captions used herein are for convenience and
ease of reference only, and constitute no part of the agreement or
understanding of the parties hereto.
17.3. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the matters
described herein and supersedes all prior agreements and
understandings relating to the subject matter hereof. This
Agreement can be altered or amended only by an instrument in writing
signed by each of the parties hereto.
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17.4. Applicable Law. This Agreement has been negotiated and
delivered at Chicago, Illinois and shall be governed by and
construed in accordance with the internal laws of the State of
Illinois without reference to (a) its judicially or statutorily
pronounced rules regarding conflict of laws or choice of law; (b)
where any instrument is executed or delivered; (c) where any payment
or other performance required by any such instrument is made or
required to be made; (d) where any breach of any provision of any
such instrument occurs, or any cause of action otherwise accrues;
(e) where any action or other proceeding is instituted or pending;
(f) the nationality, citizenship, domicile, principal place of
business, or jurisdiction or organization or domestication of any
party; (g) whether the laws of the forum jurisdiction otherwise
would apply the laws of a jurisdiction other than the State of
Illinois; or (h) any combination of the foregoing.
17.5. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and assigns. This Agreement may not be
assigned by either party without the prior written consent of the
other party.
17.6. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective
and valid under applicable law. If, however, any provision of this
Agreement shall be determined by a court of competent jurisdiction
to be invalid or unenforceable, such provisions shall be ineffective
to the extent of such invalidity or unenforceability, without
invalidating the remainder of such provision or the remaining
provisions of this Agreement.
17.7. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
Agreement.
18. PREVAILING PARTY. If either party hereto shall bring an action
against the other by reason of the breach or alleged violation of any
covenant, term or obligation hereof or for the enforcement of any
provision, or otherwise arising out of this Agreement, the prevailing
party in such suit shall be entitled to its costs of suit and reasonable
attorneys' fees and expenses, which shall be payable whether or not such
action is prosecuted to judgment. As used herein, the term "prevailing
party" shall include, without limitation, a party who dismissed an action
for recovery hereunder in exchange for payment of the sums allegedly due,
performance of covenants allegedly breached, or considerations
substantially equal to the relief sought in the action.
19. EMPLOYEE ACKNOWLEDGEMENTS. Employee hereby expressly acknowledges
that (a) he has read this Agreement fully and completely, (b) he was
given adequate opportunity to consult with legal counsel and is fully
aware of the legal effect of each of the terms and conditions hereof, (c)
the terms and conditions contained herein are reasonable and, to
Employee's knowledge,
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enforceable, (d) said terms and conditions contain the sole
consideration for this Agreement, and (e) Employee enters into this
Agreement freely, without coercion and based upon Employee's own judgment
and not in reliance upon any representation other than those set forth in
this Agreement.
20. Incorporation of Recitals. The recitals set forth above are
incorporated herein by this reference.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
EMPLOYER: WALNUT FINANCIAL SERVICES, INC.,
a Utah corporation
By:/s/ Xxxx X. Xxxxxx
--------------------------------
Its:President
--------------------------------
EMPLOYEE: /s/ Xxxxxx X. Xxxxxx
--------------------------------
XXXXXX X. XXXXXX
Joinder
For purposes of the Recitals and Section 20 of the foregoing Employment
and Non-Competition Agreement of Xxxxxx X. Xxxxxx, the undersigned executes
this joinder to evidence its agreement therewith and intention to be bound by
such provisions.
WALNUT CAPITAL CORP., a Delaware
corporation
By:
Its:
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