EMPLOYMENT AGREEMENT
Exhibit 10.6
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of 2007 (the “Effective Date”), by and between Unitek USA, LLC, a Delaware limited liability company (“Unitek”), and Xxxxx X. Xxxxxxx (“Employee”),
WHEREAS, Unitek desires to continue the employment of Employee, on behalf of FTS USA, LLC (“FTS”), in an executive capacity, and Employee desires to be employed by Unitek in such capacity, under the terms and pursuant to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Unitek and Employee hereby agree as follows:
1. Definitions. As used in this Agreement, the words and terms hereinafter defined have the respective meanings ascribed to them.
(a) “Affiliate” means, with respect to any Person, any Person who, directly or
indirectly, controls, is controlled by or is under common control with that Person, including such Person’s subsidiaries; provided that for purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
(b) “Board” means the Board of Managers of Unitek.
(c) “Cause” means the occurrence of one or more of the following events:
(0 Employee has (A) committed willful misconduct or gross negligence in the performance of his duties to Unitek or any of its Affiliates, (B) willfully disregarded Unitek’s code of conduct, employee’s manual or any reasonable and lawful policies applicable to all of its senior management or (C) willfully failed to comply with the reasonable and lawful directives of the Board, and, in each case, such action, inaction or failure has had, or could reasonably be expected to have, a materially detrimental effect on Unitek or any of its Affiliates as determined in good faith by the Board; or
(ii) Employee shall have breached any material term or provision of this Agreement or any other written agreement between Employee and Unitek or any of its Affiliates, which breach is not cured by Employee within ten (10) business days after receipt of written notice of such breach given by Unitek; provided, however, that such notice and cure period shall not be required for repeated offenses; or
(iii) the Board shall have determined in good faith, after conducting an investigation, that Employee has committed an act of fraud or theft against Unitek or any of its Affiliates or any wrongful act or omission intended to result in the personal enrichment of Employee or of Employee’s spouse, parents or descendants (whether by blood or adoption and including stepchildren) or the spouses of such individuals in violation of law or of Employee’s duty of loyalty to Unitek or any of its Affiliates at the expense, directly or indirectly, of Unitek or any of its Affiliates, and such act or omission was not disclosed to and approved by the Board prior to taking such act or omission; or
(iv) Employee shall have been convicted, or entered into a plea of nolo contendere, of any felony or other offense involving fraud or moral turpitude, or convicted, or entered into a plea of nolo contendere, of any other offense that will, in the good faith opinion of the Board, adversely affect Unitek’s or any of its Affiliates’ prospects or reputation or Employee’s ability to perform Employee’s obligations or duties to Unitek or any of its Affiliates.
(d) “Complete Disability’ means the inability of Employee, due to illness or accident or other mental or physical incapacity, as determined in writing by a licensed physician, to perform any of his obligations under this Agreement for a period of one hundred eighty (180) calendar days in the aggregate over a period of three hundred sixty (360) consecutive calendar days, such “Complete Disability” to become effective upon the expiration of such one hundred eightieth (180th) day.
(e) “Confidential Information” means any information (1) in any form created by Unitek’s employees, or any employees of its Affiliates (including such information created by Employee during his course of employment with Unitek), consultants or agents or otherwise developed or acquired by Unitek or any of its Affiliates, regardless of the medium or media by which such information is recorded or communicated, that is known by or in the possession of Employee being neither in the public domain nor routinely available to third parties, and (ii) if directly or indirectly disclosed to Unitek’s or any of its Affiliates’ competitors would (A) assist such competitors in competing against Unitek or any of its Affiliates, (B) diminish or eliminate any competitive advantage enjoyed by Unitek or any of its Affiliates, (C) cause financial injury or loss to Unitek or any of its Affiliates or (D) reveal proprietary information or trade secrets of Unitek or any of its Affiliates; provided, however, the term “Confidential Information” does not include any information that (i) is publicly available or (ii) becomes available without violation of this Agreement.
(f) “Good Reason” means the occurrence of one or more of the following, subject to Unitek’s right to cure the circumstances giving rise to such occurrence within twenty (20) business days of Unitek’s receipt of written notice in accordance with Section 11: (i) assignment to Employee of any duties inconsistent, in the aggregate, in any material respect with this Agreement; (ii) a reduction in the Base Salary (as defined below) of Employee (other than a reduction of base salary of all Unitek senior management due to poor fmancial performance of Unitek or any of its Affiliates); and (iii) any material breach of this Agreement by Unitek, which is not cured by Unitek within twenty (20) business days after receipt of written notice of such breach given by Employee.
(g) “Person” means any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, corporate body (including a limited liability company and an unlimited liability company), corporation, unincorporated association or organization, governmental authority, syndicate or other entity, whether or not having legal status.
2. Employment. Subject to the terms and pursuant to the conditions in this Agreement, Unitek hereby employs Employee during the Term (as defined below) to serve as the President of FTS.
3. Duties of Employee. Employee shall have such authority and perform such duties assigned to Employee by the Board and as are generally associated with the duties and authority of the President of FTS, including (i) developing and overseeing implementation of FTS’ strategic and operating plans and (ii) retaining and developing FTS’ management personnel. In the performance of his duties
hereunder, Employee shall report regularly and directly to the Chief Executive Officer of Unitek. Employee shall devote all of his business time and effort to Unitek and its Affiliates and Employee shall not be required to report to any other individual.
4. Acceptance of Employment. Employee hereby unconditionally accepts the employment set forth hereunder, under the terms and pursuant to the conditions set forth in this Agreement. Employee hereby covenants and agrees that, during the Term, Employee shall not, without the prior written approval of the Board, become employed by or engaged in any business activity other than that of Unitek and its Affiliates. Notwithstanding the foregoing, Employee may manage personal investments or engage in charitable activities that do not substantially interfere with Employee’s obligations under this Agreement.
5. Term. Employee’s employment by Unitek under this Agreement shall commence on the Effective Date and shall be considered “at will” employment subject to termination in accordance with the provisions of this Agreement. The period of Employee’s employment hereunder shall be referred to herein as the “Term”.
6. Compensation to Employee. For and in complete consideration for Employee’s full and faithful performance of his duties under this Agreement, Unitek hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Unitek, the following items of compensation:
(a) Base Salary. During the Term, Unitek shall pay Employee an annual base salary of $150,000 (the “Base Salary”), effective as of the Effective Date, payable in equal and regular installments (but not less often than monthly) in accordance with Unitek’s then current payroll practices. The Base Salary may be increased, but shall not be decreased, at any time during the Term in the sole discretion of the Board.
(b) Incentive Bonus. Employee shall be eligible to receive an incentive compensation bonus (a “Bonus”) pursuant to an incentive bonus program to be implemented by Unitek. Under such incentive bonus program, Employee shall be eligible to receive a target Bonus of $50,000 per calendar year conditioned upon the achievement of annual operational and financial milestones mutually developed by Unitek and Employee and approved by the Board and subject to upward or downward adjustment based on over or under achievement of such annual operational and financial milestones. Any such Bonus shall be payable by Unitek to Employee in accordance with the terms of the applicable incentive bonus program. Notwithstanding anything to the contrary herein, any Bonus shall be payable as promptly as possible following determination or calculation, but in any event within thirty (30) days following the delivery of xxxxxxx.xxxxxxxxx statements for the prior fiscal year.
(c) Employee Benefit Plans. During the Term, Employee, if otherwise eligible, shall be included in any pension plans, retirement plans, company life insurance plans, medical and/or hospitalization plans, bonus plans, stock option plans and/or any and all other benefit or incentive plans which may be placed in effect by Unitek for its senior management. The benefits provided for in this Section 6(c) shall be subject to Unitek’s policies in effect from time to time, which may be amended by Unitek in its sole discretion, and in the case of insured benefits, to the applicable contract of insurance.
(d) Options.’ Subject to the terms and conditions of the Unitek Holdings, Inc. Equity Incentive Plan and the applicable award (the “Award”) granted thereunder, in consideration of Employee’s agreement to Section 9, (i) Employee shall be awarded (A) an option to purchase [0.15% of the initial issued] shares of common stock of Unitek Holdings, Inc. (“Holdings”), which shall vest in five (5) equal annual installments beginning on the first anniversary of the grant date of such option and (B) an option to purchase [0.10% of the initial issued] shares of common stock of Holdings, which shall also vest in five (5) equal annual installments beginning on the first anniversary of the grant date of such option and (ii) subject to the achievement of the 2008 MBO’s (such MBOs to be established as part of Employee’s year end review process), Employee shall be awarded (A) an option to purchase [0.15% of the initial issued] shares of common stock of Holdings, which shall vest in five (5) equal annual installments beginning on the first anniversary of the grant date of such option and (B) an option to purchase [0.10% of the initial issued] shares of common stock of Holdings, which shall also vest in five (5) equal annual installments beginning on the first anniversary of the grant date of such option; provided, however, that in the case of (i)(B) and (ii)(B) above, the vested portion of such option shall only be exercisable upon the achievement of a certain rate of return as more fully described in the Award.
(e) Expense Reimbursement. During the Term, Unitek shall either pay directly or reimburse Employee for Employee’s reasonable and documented expenses incurred for the benefit of Unitek in accordance with Unitek’s then current policy regarding expenditures and reimbursement.
(f) Vacations and Holidays. During the Term and commencing as of the Effective Date, Employee shall be entitled to annual paid vacation leave in accordance with Unitek’s standard paid time off policy then in effect for senior management.
7. Termination. Employee’s employment with Unitek may be terminated in accordance with the provisions set forth below.
(a) Death or Disability of Employee. Employee’s employment with Unitek shall terminate upon the death or Complete Disability of Employee; provided, however, that in the event of termination due to death or Complete Disability, (A) Unitek shall pay to Employee or his estate, custodian, conservator or trustee, as applicable, as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to execution and delivery by Employee or his estate, custodian, conservator or trustee, as applicable, of a release in substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in law or the circumstances surrounding Employee’s release, the “Release”), which Release shall not have been revoked by Employee or his estate, custodian, conservator or trustee, as applicable, pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee or his
(I) The terms of each option will be set forth in the applicable Award, but will include, without limitation, (i) an exercise price of $1.00 per share (based on an expected equity cost for EM Capital of $1.00 per share, but is subject to adjustment based on the final equity cost to 11M Capital), (ii) full vesting upon a change of control (not an IPO), (iii) a $3.00 per share (based on an expected equity cost for XXX Capital of $1.00 per share, but is subject to adjustment based on the final equity cost to 13111 Capital) return requirement upon exit for performance options to become exercisable and (iv) upon Employee’s termination or resignation from Unitek for any reason, Employee will have 30 days to exercise any vested and exercisable options.
estate, custodian, conservator or trustee, as applicable, an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twelve (12) months after the date of such termination of employment, payable in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee or his estate, custodian, conservator or trustee, as applicable, the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable in accordance with Unitek’s then current payroll practices.
(b) Cause or Without Good Reason. Employee’s employment with Unitek shall terminate upon (i) Unitek giving written notice to Employee of the termination of such employment for Cause or (ii) Employee giving written notice to Unitek of the termination of such employment without Good Reason; provided, however, that in the event of termination for Cause or without Good Reason, Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all salary, benefits and other compensation earned through the date of such termination of employment.
(c) Without Cause; For Good Reason.
(i) Without. Cause. Employee’s employment with Unitek shall terminate upon Unitek giving written notice to Employee of the termination of such employment without Cause; provided, however, in the event of termination without Cause, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution. and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twelve (12) months after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices.
(ii) For Good Reason. Employee’s employment with Unitek shall terminate upon Employee giving written notice to Unitek of the termination of such employment for Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason); provided, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee
an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twelve (12) months after the date of such termination of employment; payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices.
(d) Full Satisfaction. Employee acknowledges that the payment by Unitek of the amounts specified in this Section 7 shall constitute full and final satisfaction of any entitlement that Employee may have arising from, or in any way related to, Employee’s employment hereunder, including the termination of such employment; provided, however, that Employee’s rights with respect to the Award and the options granted thereunder shall be governed by the terms and conditions set forth in the Unitek Holdings, Inc. Equity Incentive Plan and such Award.
8. Confidentiality.
(a) Employee hereby warrants, covenants and agrees that, without the prior express written approval of Unitek, Employee shall hold in the strictest confidence and shall not disclose to any Person any Confidential Information. The provisions of this Section 8 shall not prohibit the disclosure of Confidential Information by Employee to the extent required by any governmental authority or by applicable law. If Employee receives such a demand for disclosure: (i) Employee shall give written notice thereof to Unitek as promptly as is reasonably practicable after he learns of any such demand, (ii) Employee agrees to cooperate with Unitek to prevent or limit such disclosure and (iii) Employee agrees to only disclose that amount of Confidential Information that is expressly required to be disclosed. The warranty, covenant and agreement set forth in this Section 8 shall not expire and shall survive this Agreement and be binding upon Employee without regard to the passage of time or other events.
(b) The violation of any of the terms of this Section 8 by Employee would cause irreparable injury to Unitek, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated by monetary damages. Accordingly, the remedy at law for any breach of this Section 8 will be inadequate. Therefore, notwithstanding Section 20, Unitek will be entitled to a temporary and permanent injunction, restraining order or any other equitable relief from any court of competent jurisdiction in the event of any breach or Threatened breach of this Section 8 by Employee without the necessity of proving actual damage or posting of any bond whatsoever.
9. Restrictions on Activities of Employee.
(a) Acknowledgments. Employee and Unitek acknowledge and agree that:
(i) Employee is being employed hereunder in a key capacity with Unitek and that Unitek is engaged in a highly competitive business and that the success of Unitek’s business in the marketplace depends upon its goodwill and reputation for quality and dependability.
(ii) Employee will have access to Confidential Information in performing his duties for Unitek under this Agreement.
(iii) Reasonable limits may be placed on Employee’s ability to compete against Unitek and its Affiliates that are engaged in the Business (as defined below) to the extent that they protect and preserve the legitimate business interests and goodwill of Unitek and/or its Affiliates that are engaged in the Business, and that the limits contained herein are in consideration for and as an inducement for, among other things, Employee’s right to receive the options to purchase common stock of Holdings set forth in Section 6(d).
(iv) The covenants and undertakings by Employee contained in this Section 9 relate to matters which are of a special, unique and extraordinary character, and a violation of any of the terms of this Section 9 will cause irreparable injury to Unitek, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated by monetary damages. Accordingly, the remedy at law for any breach of this Section 9 will be inadequate. Therefore, notwithstanding Section 20, Unitek will be entitled to a temporary and permanent injunction, restraining order or any other equitable relief from any court of competent jurisdiction in the event of any breach or threatened breach of this Section 9 by Employee without the necessity of proving actual damage or posting of any bond whatsoever.
(v) The rights and remedies provided by this Section 9 are cumulative and in addition to any other rights and remedies which Unitek may have hereunder or at law or in equity. The parties hereto agree that, if any arbitrator or court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 9 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such arbitrator or court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.
(b) Non-Competition Restrictions. During the Non-Competition Period (as defined below), Employee will not, anywhere in the Territory (as defined below), directly or indirectly, alone or as principal, agent, employee, officer, director, trustee, employer, consultant, investor or partner, enter the employ of, or render services to, or own any stock or any other ownership interest in, or make any financial investment in, any person, business or entity which is a Competitor (as defined below); provided, however that the ownership of not more than two percent (2%) of the outstanding securities of any class of securities listed on a national exchange or inter-dealer quotation system shall not constitute a violation of this Section 9(b). For purposes of this Agreement, a business or entity shall be considered a “Competitor” as of any point in time during the Non-Competition Period if it engages in the business of providing outsourced services to the telecommunications, satellite, broadband cable, cellular/wireless tower, utility, power, management services, government, security or home services industries, or that otherwise competes with Unitek or any of its Affiliates within the Territory (the “Business”). For purposes of this Agreement, the “Non-Competition Period” shall mean the period commencing on the Effective Date and ending one (1) year after the date Employee’s employment is terminated. For purposes of this Agreement, “Territory” means anywhere in The United States of America.
(c) Non-Solicitation Restrictions. During the Non-Competition Period, Employee will not, directly or indirectly, (i) solicit the employment or services of any individual who upon termination of Employee’s employment with Unitek or within twelve (12) months prior thereto, was known by Employee to be employed by Unitek or any of its Affiliates (each such individual,
a “Unitek Affiliate”), (ii) hire any Unitek Affiliate or (iii) solicit any customer or supplier of Unitek or any of its Affiliates to terminate its arrangement with Unitek or any of its Affiliates, otherwise change its relationship with Unitek or any of its Affiliates, or establish any relationship, directly or indirectly, with Employee for any business purpose that is competitive with the Business.
10. Deductions and Withholdings. All payments made to Employee pursuant to this Agreement shall be subject to all applicable statutory deductions and withholding amounts.
11. Notices. Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows (or at such other address as may be substituted by notice given as herein provided):
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to Unitek: |
Unitek USA, LLC | ||
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do 11M Capital Partners LLC | ||
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000 Xxxxxxxx Xxxxx; Xxxxx 0000 | ||
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Xxxxxx, Xxxxx 00000 | ||
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Facsimile: (000) 000-0000 | |
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Attention: Xxxxx Xxxxxxx | |
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with copies to: |
Weil, Gotshal & Xxxxxx LLP | ||
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000 Xxxxxxxx Xxxxx, Xxxxx 000 | ||
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Xxxxxx, Xxxxx 00000 | ||
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Facsimile: (000) 000-0000 | ||
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Attention: S. Xxxxx Xxxxx | ||
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to Employee: |
Xxxxx X. Xxxxxxx | ||
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[Address] | |
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[Address] | |
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with copies to: |
[Name] | ||
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[Address] | ||
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[Address] | ||
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Attention: | ||
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Facsimile | ||
notice or communication hereunder shall be deemed to have been given or made as of the date so delivered if delivered by hand or overnight courier and five (5) calendar days after mailing if sent by registered or certified mail (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).
12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Texas applicable therein, without giving effect to the principles of conflict of laws thereof.
13. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Employee shall not
assign this Agreement or delegate his duties hereunder without the prior written consent of Unitek. Any purported assignment in violation of this Section 13 shall be null and void and of no force or effect.
14. Amendment or Modification. This Agreement may not be amended, modified, changed or altered except by a writing signed by Unitek and Employee.
15. Waiver. None of the terms of this Agreement, including this Section 15, or any term, right or remedy hereunder shall be deemed waived unless such waiver is in writing and signed by the party to be charged therewith and in no event by reason of any failure to assert or delay in asserting any such term, right or remedy or similar term, right or remedy hereunder.
16. Interpretation. Titles of sections are for convenience only and are not to be considered a part of this Agreement. Whenever the terms “hereof,” “hereby,” “herein,” or words of similar import are used in this Agreement they shall be construed as referred to this Agreement in its entirety rather than to a particular section or provision, unless the context specifically indicates to the contrary. Any reference to a particular “Section” or “paragraph” shall be construed as referred to the indicated section or paragraph of this Agreement unless the context indicates to the contrary. The use of the term “including” herein shall be construed as meaning “including, without limitation.” All references to “$” shall be references to legal currency of the United States of America.
17. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this Agreement to preserve each party’s anticipated benefits under this Agreement.
18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same agreement.
19. Complete Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements, term sheets and undertakings, both written and oral, among the parties with respect to the subject matter hereof, including, without limitation, that certain Employment Offer Letter, dated as of July 13, 2006, by and between FTS and Employee.
20, Confidential Arbitration of Disputes. Except as otherwise provided in Section 8 and Section 9 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof, relating to the Release or arising out of Employee’s employment or the termination of that employment (including any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be resolved binding confidential arbitration, under the auspices of the American Arbitration Association (“AAA”) in Dallas, Texas, before three neutral and independent arbitrators licensed to practice law and in accordance with the Commercial Rules of the AAA. in the event that any person or entity other than Employee or Unitek is a party with regard to any such controversy or claim, such controversy or claim with such third party shall be submitted to confidential arbitration subject to such other person or entity’s agreement. However, with the exception of Section 8 and Section 9, all disputes between Unitek and Employee shall be arbitrated. Any award rendered in any arbitration shall be final and conclusive upon the parties to the arbitration, and the judgment thereon may be entered in the highest court of the forum (state or federal) having jurisdiction over the issues addressed in the arbitration. This Section 20 shall be specifically enforceable. Nothing in this Section 20 shall prevent Unitek from seeking injunctive or equitable relief from any court of appropriate jurisdiction as provided in Section 8 and Section 9.
21. Employee Representation. Employee acknowledges that he has negotiated and entered into this Agreement with the full advice and representation of legal counsel specifically retained for such purpose.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto have executed and delivered this Agreement as of the year and date first above written.
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UNITEK: | |
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Unitek USA, LLC | |
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By: |
/s/ C. Xxxxx Xxxxx |
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Name: |
C. Xxxxx Xxxxx |
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Title: |
Pres/CEO |
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EMPLOYEE: | |
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/s/ Xxxxx X. Xxxxxxx | |
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Xxxxx X. Xxxxxxx | |
