EXHIBIT 10.2
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EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made as of the 14th day of October, 1998, by and between
EPL Resources (Delaware) Corp., a Delaware corporation (hereinafter "Company"),
and XXXXXXXXX X. XXXXX, an individual (hereinafter "Executive").
W I T N E S S E T H:
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WHEREAS, on the date hereof, the Company acquired SkyNet Holdings, Inc.
("SkyNet"), a Nevada corporation, pursuant to the terms of an Agreement and Plan
of Merger (the "Merger Agreement");
WHEREAS in connection with the Merger Agreement Executive received certain
shares of the Company's Common Stock (the "Merger Consideration") and Executive
agreed to become employed with the Company upon the terms and conditions herein
contained.
NOW, THEREFORE, in consideration of the mutual premises and covenants of
the parties contained within the Merger Agreement and in this Agreement, the
parties hereto, do hereby agree as follows:
1. Employment and Term.
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A. The Company hereby employs Executive and Executive hereby accepts
employment by the Company as its Chairman. Executive agrees to serve the Company
in such capacity, subject to the terms and conditions of this Agreement, for a
term, commencing on the date hereof and expiring three years from the date of
this Agreement (the "Term").
2. Duties.
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A. During the Term, Executive shall use his best efforts to perform all
duties required in furtherance of his position, including without limitation all
such duties as are customarily associated with such position or as are assigned
to him from time to time by the Board of Directors of the Company.
B. Executive shall diligently and faithfully devote his entire time,
energy, skill, and best efforts to the performance of his duties under this
Agreement. Executive shall conduct himself at all times so as to advance the
best interests of the Company, and shall not undertake or engage in any other
business activity or continue or assume any other business affiliations which
conflict or interfere with the performance of his services hereunder without the
prior written consent of the Board of Directors. Executive also agrees that he
shall not usurp or misappropriate, either to himself, or to any other person or
entity, any corporate or other opportunities that would otherwise be available
to the Company.
3. Compensation.
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A. The Company shall pay Executive and Executive shall accept, as his
compensation for all services rendered to the Company pursuant hereto, a base
salary of $200,000 on an annualized basis to be paid in accordance with the
general payroll practices of the Company as from time to time in effect.
Executive shall also be entitled, subject to the terms and conditions of
particular plans and programs, to all fringe benefits afforded to other senior
executives of the Company, including the right to participate in any pension,
retirement, major medical, group health, accident and life insurance and other
employee benefit programs made generally available from time to time, by the
Company.
B. In addition to his base compensation, Executive may be awarded an
annual discretionary bonus on the basis of merit performance in the discretion
of the Company's Board of Directors or Compensation Committee thereof.
C. Executive may also be entitled to participate in any stock option
programs adopted by the Company to the extent determined on a discretionary
basis by the Board of Directors or Compensation Committee thereof.
D. Executive shall be reimbursed for all such reasonable expenses as
are directly incurred for the business of the Company upon presentation by
Executive of an itemized account of such expenditures, but only to the extent
that such expenses are deductible to the Company pursuant to the provisions of
the Internal Revenue Code of 1986, as amended, and all rules and regulations
promulgated hereunder.
4. Vacations, Holidays, Sick Days.
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A. Executive shall receive four (4) weeks of paid vacation in each
calendar year, to be taken at times which do not unreasonably interfere with the
performance of Executive's duties hereunder and in no event shall Executive
schedule more than ten (10) consecutive days of vacation during any three month
period without the prior written consent of the Board of Directors. Vacation pay
shall be non-cumulative unless otherwise agreed to in writing by the Company's
Board of Directors.
B. Executive shall also be entitled to those holidays and compensated
sick leave days as are allowed for by the policy of the Company.
5. Termination.
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A. Executive's employment and rights to compensation hereunder shall
terminate immediately if Executive voluntarily leaves the employment of the
Company, except that the Company shall have the obligation to pay Executive such
portion of his base salary provided for in Section 3 hereof as may be accrued
but unpaid on the date Executive voluntarily leaves the employment of the
Company. In the event that Executive voluntarily leaves the employment of the
Company, he shall provide at least sixty (60) days' written notice.
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B. Executive's employment and rights to compensation hereunder shall
terminate immediately upon the death of Executive or if the Executive is unable,
for reasons of illness, disability or other causes, to carry out or perform the
duties required of him hereunder continuously for three (3) months or
intermittently for an aggregate of one hundred twenty (120) days in a calendar
year during the term of this Agreement; provided, however, that the Company
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shall have the obligation to pay Executive such portion of his base salary
provided for in Section 3 hereof as may be accrued but unpaid on the date
Executive dies or the thresholds respecting the Executive's inability to perform
his duties as a result of illness or disability are reached.
C. The Company may, upon written notice to Executive giving the reasons
therefor, terminate Executive's employment and his rights to compensation
hereunder for cause. As used herein, the term "cause" shall mean the following:
conviction of Executive for any felony, fraud, embezzlement or crime of moral
turpitude, except for such conduct relating to corporate activity to the extent
that Executive would be entitled to be indemnified by the Company for charges
arising from such conduct; controlled substance abuse or drug addiction;
alcoholism which interferes with or affects Executive's responsibilities to the
Company or which reflects negatively upon the integrity or reputation of the
Company; gross negligence which is materially injurious to the Company; any
violation of any express written directions or any reasonable written rule or
regulation established by the Company's Board of Directors from time to time,
and consistent with industry standards, regarding the conduct of its business,
which violation has not been cured to the Company's satisfaction within thirty
(30) calendar days of the dispatch of written notice to the Executive of the
violation; or any violation by the Executive of any material term or condition
of this Agreement. If Executive is terminated for cause as provided above,
Executive's employment and rights to compensation hereunder shall terminate
immediately upon receipt of written notice to the effect, except that the
Company shall have the obligation to pay Executive such portion of his base
salary as may be accrued but unpaid on the date his employment is terminated.
D. Executive may be terminated at any time by a determination of the
Board of Directors (a "Board Termination") if the following procedure is
followed: (i) a formal meeting of the Board of Directors must be called upon at
least twenty (20) days' written notice to all directors; (ii) the notice of the
meeting must specify the purpose of the meeting is to consider a Board
Termination; (iii) at the meeting (at which the Executive must abstain from
attendance and participation) a unanimous vote of the Board of Directors
(exclusive of Executive) must conclude that in their discretion (x) the
Company's overall financial and strategic objectives have not been, or are not
being, achieved in accordance with corporate expectations; and (y) the Company's
best interest would be served by a replacement of the Executive. In the event of
a Board Termination, Executive will be provided with a severance package
consisting of a continuation of his full salary and benefits for a period of one
year.
E. Notwithstanding anything herein contained to the contrary, the
Company may terminate this Agreement upon thirty (30) days' written notice to
Executive upon the happening of any of the following events:
(i) the sale by the Company of substantially all of its assets;
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(ii) a bona fide decision by the Company to terminate its business and
liquidate its assets; or
(iii) the merger or consolidation of the Company in a transaction in which
the shareholders of the Company prior to the transaction receive
less than fifty percent (50%) of the outstanding voting shares of
the new or continuing corporation after the transaction.
If Executive's employment is terminated during the Term by virtue of this
Subsection 5.E., Executive's employment and rights to compensation hereunder
shall terminate immediately upon receipt of written notice to that effect,
except that the Company shall have the obligation to pay Executive such portion
of his base salary as may be accrued but unpaid on the date his employment is
terminated.
F. If Executive's employment is terminated during the Term hereof for
reasons other than those provided in Subsections 5.A., 5.B., 5.C., 5.D. or 5.E.
above, Executive shall be entitled to his regular compensation for the balance
of the Term, consisting of:
(1) payment of one hundred percent (100%) of Executive's monthly
base salary payable at regular intervals in accordance with the Company's normal
payroll practices; and
(2) continuation of health insurance and fringe benefits as set
forth herein through the remainder of the Term.
G. Notwithstanding the provisions of section 6 hereafter:
(i) If Executive's employment is terminated during the Term hereof
for reasons other than those provided by Subsections 5.A., 5.B., 5.C., 5.D. or
5.E. above, the limitations set forth in Section 6 hereafter shall only apply
following the dates of such termination for all such periods during which
Executive continues to receive compensation pursuant to the terms of Subsection
5.F. above; or
(ii) If Executive's employment is terminated during the Term hereof
by virtue of Section 5.D., the limitations set forth in Section 6 hereafter
shall only apply following the date of such termination for the period in which
severance payments are received by Executive.
6. Confidentiality and Related Matters.
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A. Acknowledgment of Nature and Value of Confidential Information:
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Executive recognizes and acknowledges: (a) that in the course of Executive's
employment by the Company it will be necessary for Executive to acquire, in a
fiduciary capacity of trust, information which could include, in whole or in
part, but is not limited to: information
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concerning the Company's rate schedules; rate quotations; the names, addresses,
credit terms and nature of services provided by the vendors utilized by the
Company; the names, addresses, credit terms and nature of services provided to
customers of the Company; the identity of the Company's suppliers, sales
representatives, shippers or other entities with whom Executive has come into
contact as a result of his employment with the Company, or which should
otherwise come into his knowledge during the term of this Agreement; the
salaries, skills, education or abilities of the Company's employees; the
Company's sales, sales volume, sales methods and sales proposals; the identities
of the Company's customers and/or prospective customers; the identities of key
purchasing personnel in the employ of customers and prospective customers; the
amounts and/or kinds of customers' purchases from the Company; the Company's
sources of information and supply; the Company's computer programs, system
documentation, special hardware or software, service or product hardware or
software, and related software or hardware development; the Company's manuals,
formulae, processes, methods, machines, compositions, ideas, improvements,
inventions or other information or materials relating to the Company's affairs
(collectively referred to herein as the "Confidential Information"); (b) that
the Confidential Information is the property of the Company and constitutes a
major asset of the Company; (c) that the use, misappropriation or disclosure of
the Confidential Information would constitute a breach of trust and could cause
irreparable injury to the Company; and (d) that it is essential to the
protection of the Company's goodwill and to the maintenance of the Company's
competitive position that the Confidential Information be kept secret and that
Executive neither disclose the Confidential Information to others nor use the
Confidential Information to Executive's own advantage or to the advantage of
others.
B. Acknowledgment of Necessity for Protections of Company's Business.
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Executive further recognizes and acknowledges that it is essential for the
proper protection of the business of the Company, particularly in view of the
recent acquisition of SkyNet by the Company, that Executive be restrained: (a)
from soliciting or inducing any employee of the Company to leave the employ of
the Company; (b) from hiring or attempting to hire any employee of the Company;
(c) from soliciting the trade of, or trading with, the customers or suppliers of
the Company for any business purpose other than that of the Company; and (d)
from competing against the Company for a reasonable period of time and within a
reasonable geographic area following the termination or nonrenewal of
Executive's employment with the Company, as more fully addressed in Section
6.F., below.
C. Work Made For Hire. Executive further recognizes and understands
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that Executive's duties at the Company may include the preparation of materials,
including without limitation written or graphic materials, and that any such
materials conceived or written by Executive shall be done as "work made for
hire" as defined and used in the Copyright Act of 1976, 17 U.S.C. (S)(S) 1 et
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seq. In the event of publication of such materials, Executive understands that
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since the work is a "work made for hire", the Company will solely retain and own
all rights in said materials, including right of copyright.
D. Non-Disclosure of Confidential Information. In recognition and
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consideration of the recent acquisition of SkyNet by the Company and Executive's
employment, compensation and fringe benefits, the information which the Company
will give Executive
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regarding the Company's business, the Executive's introduction to the Company's
customers and prospective customers made in the course of Executive's employment
with the Company, and the carefully-guarded methods of doing business which the
Company utilizes and deems crucial to the successful operation of its business,
Executive agrees to hold and safeguard the Confidential Information in trust and
in a fiduciary capacity for the Company, its successors and assigns. Executive
expressly agrees that he shall not, without the prior written consent of the
Company, misappropriate or disclose or make available to anyone for use outside
the Company's organization at any time, either during Executive's employment
with the Company or subsequent to the termination or nonrenewal of such
employment with the Company, for any reason, including without limitation
termination by the Company for cause or without cause, any of the Confidential
Information, whether or not developed by Executive, except as required by the
Company in the performance of Executive's duties to the Company.
E. Disclosure of Works and Inventions/Assignment of Patents. In
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consideration of the promises set forth herein, Executive agrees to disclose
promptly to the Company, or to such person whom the Company may expressly
designate for this specific purpose (its "Designee"), any and all works,
inventions, discoveries and improvements authored, conceived or made by
Executive during the period of employment and related to the business or
activities of the Company, and Executive hereby assigns and agrees to assign all
of Executive's interest in the foregoing to the Company or to its Designee.
Executive agrees that, whenever he is requested to do so by the Company,
Executive shall execute any and all applications, assignments or other
instruments which the Company shall deem necessary to apply for and obtain
Letters Patent or Copyrights of the United States or any foreign country or to
otherwise protect the Company's interest therein. Such obligations shall
continue beyond the termination or nonrenewal of Executive's employment with
respect to any works, inventions, discoveries and/or improvements that are
authored, conceived of, or made by Executive during the period of Executive's
employment, and shall be binding upon Executive's successors, assigns,
executors, heirs, administrators or other legal representatives.
F. Negative Covenant. Subject to the provisions of Section 5.G. hereof,
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Executive covenants and agrees that, for and in consideration of the
compensation deemed hereunder and the Merger Consideration, the sufficiency and
receipt of which is hereby acknowledged, during the term and for a period of two
(2) years following termination of employment, Executive will not, on his own
behalf or as partner, officer, director, employee, consultant, or stockholder
(holding more than ten percent (10%) of the issued and outstanding stock of any
firm or company) of any other business, either directly or indirectly, solicit
customers of the Company, or any affiliates or subsidiaries of the Company or
perform any work, services, or labor for or on behalf of any firm or company
engaged in any business competitive with or similar to the business of the
Company in any state or foreign country where the Company does business.
Accordingly, the Company is granted the right by Executive to apply to any court
of competent jurisdiction for one or more temporary or permanent injunctions
enjoining Executive, his agents and employees, from violating the provisions of
this Agreement and/or from continuing to breach such provisions.
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G. No Prior Agreements. Executive represents and warrants that
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Executive is not a party to or otherwise subject to or bound by the terms of any
contract, agreement or understanding which in any manner would limit or
otherwise affect Executive's ability to perform his obligations hereunder,
including without limitation any contract, agreement or understanding containing
terms and provisions similar in any manner to those contained in this Section 6.
Executive further represents and warrants that his employment with the Company
will not under any circumstances require him to disclose or use any confidential
information belonging to prior employers or other persons or entities, or to
engage in any conduct which may potentially interfere with the contractual,
statutory or common-law rights of such other employers, persons or entities. In
the event that Executive knows or learns of any facts whatsoever which suggest
that such interference might arguably occur as the result of any proposed
actions by either Executive or the Company, Executive expressly promises that he
will immediately bring such facts to the Company's attention.
H. Remedies. In the event of a breach by Executive of any of the terms
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of this Agreement, the Company shall be entitled, if it shall so elect, to
institute legal proceedings to obtain damages for any such breach, or to enforce
the specific performance of this Agreement by Executive and to enjoin Executive
from any further violation of this Agreement, and to exercise such remedies
cumulatively or in conjunction with all other rights and remedies provided by
law. Executive acknowledges and agrees that money damages for any breach by him
of any of the provisions of this Agreement may be inadequate to compensate the
Company for the injuries it may suffer as the result of any such breach, and
accordingly that the Company shall be entitled to injunctive relief against
Executive, in addition to money damages, in the event of any such breach by
Executive .
I. Review by Counsel. Executive expressly acknowledges and represents
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that Executive has been given a full and fair opportunity to review this
Agreement with an attorney of Executive's choice, and that Executive has
satisfied himself, with or without consulting with counsel, that the terms and
provisions of this Agreement, specifically including, but not limited to, the
restrictive covenant and related provisions of Section 6 hereof, are reasonable
and enforceable.
J. Return of Materials. Upon the termination or nonrenewal of
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Executive's employment with the Company for any reason, including without
limitation termination by the Company for cause or without cause, or at any time
upon demand, Executive shall promptly deliver to the Company all Company
property and materials, including without limitation all documents or other
materials constituting, containing, referencing or relating to the "Confidential
Information" referred to in this Section 6, and any other Company property of
any nature whatsoever, including without limitation correspondence, computer
disks or other electronically-stored information, drawings, blueprints, manuals,
letters, notes, notebooks, reports, flow-charts, programs, proposals and any
documents concerning the Company's customers, or concerning services, products
or processes provided by or to, or used by, the Company.
K. Company-Created Materials. All material that may be furnished to the
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Executive, together with literature, rate schedules, customer lists, forms,
filing systems and any
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other property, documents or other materials furnished or made available by the
Company to the Executive, shall be and remain the property of the Company, and
shall be returned by the Executive to the Company upon any termination or
nonrenewal of employment or at any time upon demand.
L. Executive-Created Materials. All material created by the Executive
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during the term of his employment with the Company which is incidental to or
related in any way to the Executive's employment, or to the Company's business,
shall be the property of the Company, and shall be delivered to the Company upon
any termination or nonrenewal of Executive's employment or at any time upon
demand. Notwithstanding the foregoing, the Company shall not acquire any
ownership right in and in those works and inventions, and any modifications
thereto made during the Term hereof, shown on Exhibit B hereto.
M. Definitions. For purposes of this Section 6, the term, "material(s)"
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shall include, but shall not be limited to, data stored in computers, voicemail
or any other electronic, magnetic, or mechanical storage device, any passwords,
codes or keys required to access all or any portion of such material, and the
"Confidential Information" referred to in Section 6.A. hereof.
7. Conflict of Interest.
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Executive covenants that, during the Term, he will disclose to the
Company, in writing, any and all interests he may have, whether for profit or
compensation or not, in any venture or activity which could potentially
interfere with his ability to perform under this Agreement or create a conflict
of interest for him with the Company. For purposes of this paragraph 7 only,
"conflict of interest" shall mean ownership of greater than five percent (5%)
of, or $150,000 worth of equity in, another company which conducts business
similar to that undertaken by the Company.
8. Notices.
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All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand or mailed, certified or registered mail, return receipt requested, with
postage prepaid, at the following addresses or to such other address as either
party may designate by like notice:
A. If to Executive, to:
SkyNet Holdings, Inc.
Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxx XX0 0XX
B. If to Company, to:
EPL Resources (Delaware) Corp.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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with a copy to:
Xxxxxxxx Xxxxxxxxx Professional Corporation
00 Xxxx Xxxxxx, 00xx Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xx. 00000
Attn.: Xxxxxxx X. Xxxxx, Esquire
9. Basic Indemnification.
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Company shall indemnify and defend Executive and his heirs, executors
and administrators against any costs or expense (including reasonable attorneys'
fees and amounts paid in settlement, if such settlement is approved by the
Company), fine, penalty, judgment and liability reasonably incurred by or
imposed upon Executive in connection with any action, suit or proceeding, civil
or criminal, to which Executive may be made a party or with which Executive
shall be threatened, by reason of Executive's being or having been an Officer,
unless with respect to such matter Executive shall have been adjudicated in any
proceeding not to have acted in good faith or in the reasonable belief that the
action was in the best interests of the Company, or unless such indemnification
is precluded by law, public policy, or in the judgment of the Company's Board of
Directors, such indemnification is being sought as a result of actions of
Executive which were either: (i) grossly negligent; (ii) reflective of
Executive misconduct; (iii) in violation of rules, regulations or laws
applicable to the Company; or (iv) in disregard of Company policies.
10. Additional Provisions.
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A. This Agreement, including without limitation its confidentiality,
restrictive covenant and related provisions, shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and Executive, his
heirs, executors, administrators and legal representatives, subject to the
provisions of Section 10.F. hereof, which expressly prohibits the assignment or
delegation of any of Executive's personal rights or obligations hereunder.
B. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and cannot be modified orally. This
Agreement supersedes all prior and contemporaneously-made written or oral
agreements between the parties relating to the subject matter hereof. No
modification or waiver of any of the provisions hereof shall be effective unless
set forth in a writing that specifically states that it is intended to be a
modification of this Agreement and that is signed by the President of the
Company.
C. If any provision(s) of this Agreement shall be or shall become
illegal or unenforceable in whole or in part, for any reason whatsoever, the
remaining provisions shall nevertheless be deemed valid, binding and subsisting,
and any invalid or unenforceable provision(s) shall be deemed modified to the
least extent possible so as to make them valid and enforceable and so as to give
the maximum effect allowable by law to the parties' original intent as expressed
by the terms hereof.
D. No failure on the part of the Company to exercise, and no delay by
the Company in exercising, any right, power or remedy hereunder shall operate as
a waiver thereof,
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nor shall any single or partial exercise by the Company of any right, power or
remedy hereunder, preclude any other or further exercise thereof, or the
exercise of any other right, power or remedy by the Company.
E. "Person" as used herein shall mean a natural person, joint venture,
corporation, partnership, trust, estate, sole proprietorship, governmental
agency or authority or other juridical entity.
F. This is a personal services contract and the rights and obligations
set forth herein may not be assigned or delegated by Executive, except as
otherwise specifically provided in this Agreement with respect to benefits
payable upon Executive's disability or death, without the express, written
consent of the Company.
G. The headings of the several sections of this Agreement have been
inserted for convenience of reference only and shall in no way be used to
restrict, modify, or explain any of the terms or provisions hereof.
H. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without regard to its, or any
other sovereignty's, conflicts of laws principles. The parties agree that any
claims brought pursuant to this Agreement shall be brought in a court of
competent jurisdiction located in Los Angeles, California.
I. Tolling Period. The non-competition, non-disclosure and non-
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solicitation obligations contained in Section 6 of this Agreement shall be
extended by the length of time during which Executive shall have been in breach
of any of the provisions of such Section 6, regardless of whether the Company
knew or should have known of such breach.
J. Company Violation Not a Defense. In an action by the Company to
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enforce any provision of this Agreement, any claims asserted by Executive
against the Company shall not constitute a defense to the Company's action.
K. Construction. This Agreement shall be construed according to the
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plain meaning of its terms, and not strictly for or against either party hereto.
L. Release. In consideration of Executive's employment hereafter with
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the Company, Executive acknowledges that, except as otherwise disclosed within
the Merger Agreement or any schedule thereto, he has no outstanding claims for
past salary, reimbursements, or benefits of any type whatsoever against SkyNet
or any of its affiliates or subsidiaries, or that if he has such claims, they
are deemed to be waived and released.
M. Counterparts. This Agreement may be executed in counterparts, and
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the counterparts, taken together, shall constitute the entire Agreement. The
Agreement may further be executed by facsimile transmission, and the facsimile
signatures may be deemed original
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signatures for all purposes, including for purposes of the Best Evidence Rule
and all other rules or doctrines of similar effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first above written.
IMPORTANT NOTICE: THIS AGREEMENT RESTRICTS EXECUTIVE'S RIGHTS TO OBTAIN
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OTHER EMPLOYMENT FOLLOWING HIS EMPLOYMENT WITH THE COMPANY. BY SIGNING IT,
EXECUTIVE ACKNOWLEDGES THIS FACT, AND FURTHER ACKNOWLEDGES THAT HE HAS BEEN
ADVISED BY THE COMPANY TO READ THE AGREEMENT CAREFULLY, AND/OR TO CONSULT
WITH COUNSEL OF HIS CHOICE CONCERNING THE LEGAL EFFECTS OF SIGNING THE
AGREEMENT, PRIOR TO SIGNING IT.
EPL RESOURCES (DELAWARE) CORP.
Dated: October 14, 1998 By: /s/ Xxxxxxx Xxxxxx, President
EMPLOYEE
Dated: October 7, 1998 By: /s/ Xxxxxxxxx X. Xxxxx
Signature
By: Xxxxxxxxx X. Xxxxx
Print Name
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