CONSULTING AGREEMENT
This Agreement, dated the 28th day of February 1997, between XXXXXXX
X. XXXXXXXX, INC., a Wisconsin corporation (hereinafter "Consultant"), and
NATIONAL WIRELESS HOLDINGS INC., a Delaware corporation (hereinafter the
"Company"),
W I T N E S S E T H:
WHEREAS, the Company is a Delaware corporation organized pursuant to
the Delaware General Corporation Law; and
WHEREAS, Xxxxxxx X. Xxxxxxxx ("Specchio"), an individual, currently
renders services to the Company and serves as Chairman of the Company pursuant
to a Consulting Agreement, dated September 22, 1993, as amended by Amendment No.
1 dated January 1995 and Amendment No. 2 dated December 12, 1996 (the "Old
Agreement"); and
WHEREAS, effective the date hereof, Specchio is employed full time
by Consultant and serves as its President pursuant to an Employment Agreement
dated February 28, 1997; and
WHEREAS, Company desires to retain the Consultant to render
consulting services to it (the "retainment"); and
WHEREAS, the Consultant desires to serve the Company in such
capacity; and
WHEREAS, Specchio and the Company wish to terminate the Old
Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:
1. Consultant Period. Subject to the other provisions of this
Agreement hereof, this Agreement shall be effective for the term (the "Term")
from the date hereof until September 22, 2001. During the Term, (i) the
Consultant shall employ Specchio on a full time basis and (ii) Consultant shall
cause Specchio to serve the Company on a full-time basis as the Chairman of the
Company; provided that Specchio may devote a reasonable percentage of his time,
consistent with his current practices on the date of this Agreement, to other
personal investments.
2. Duties. a. Consultant shall advise the Company on such matters as
may be requested by the Board of Directors, including, without limitation, the
acquisition of broadcast frequencies and programming, construction of systems
and developments in technology. Consultant shall perform such duties as are
designated to it by the Board of Directors faithfully, diligently, and to the
best of its ability consistent with the highest and best standards of the
industry of the Company. The Company further acknowledges that certain
information which would
be useful to Consultant in the delivery of services might have been acquired by
Consultant through Specchio's former relationship with Preferred Entertainment,
Inc. and cannot be divulged by Consultant or Specchio to the Company. Consultant
shall have such authority as is delegated to Consultant from time to time by the
Board of Directors and as provided for in the Bylaws of the Company.
x. Xxxxxxxx shall be the Chairman of the Company and shall perform
such duties and services, consistent with his title and position, as may be
assigned to him from time to time by the Board of Directors of the Company (the
"Board") and as otherwise may be provided for in the ByLaws of the Company.
Consultant agrees to cause Specchio to perform such duties faithfully,
diligently, and to the best of his ability consistent with the highest and best
standards of the industry of the Company subject to the limitations expressed in
Section 1.
3. Compensation.
a. Consultant shall receive and the Company shall pay throughout the
Term hereof a consulting fee of $180,000 per year (less all applicable
withholding and deductions therefrom), to be paid in regular semi-monthly
installments.
b. Consultant shall be eligible for such bonuses or incentives as
may be approved by the Board of Directors of the Company from time to time.
4. Conditions of Termination; Compensation in the Event of Termination.
a. Termination for Cause by Company: The Company at any time may
terminate this Agreement and Consultant's retainment by the Company, without
further obligation or liability to Consultant, in the event the Company
determines in good faith by majority vote of the entire Board of Directors then
in office that (each a termination for "cause"):
(1) Specchio is permanently disabled. For purposes of this
Agreement, Specchio may be deemed permanently disabled when so conceded by
Specchio or so certified by a physician selected by Specchio or his legal
representative, on the one hand, or by the Company, on the other, and such
certificate is delivered to the other party. In the event that within 10
days after delivery of such certificate the other party should, by written
notice to the other party, contest the finding of disability, the parties
agree to submit the determination of permanent disability to another
physician acceptable to both parties, or if a physician cannot be agreed
upon, a physician designated by the Xxxx of Mount Sinai Medical School;
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(2) Consultant or Specchio is grossly negligent in the performance
of its or his duties;
(3) Consultant or Specchio is convicted of a violation of any State
or Federal law and is fined Ten Thousand Dollars ($100,000) or more or
sentenced to prison or jail for a term of one year or more; or
(4) Consultant or Specchio commits any material violation of this
Agreement which violation is not cured within 30 days after notice of such
violation is given to Consultant by the Board of Directors of the Company.
b. Termination for Cause by Consultant: Consultant may terminate
this Agreement at any time, without further obligation or liability to Company,
in the event that Company fails to make payments of compensation as provided for
in Paragraph 3 or otherwise materially breaches its obligations to Consultant
and such failure continues for 30 days after notice of such violation(s) is
given to the Company by Consultant.
c. Other Events of Termination.
(1) Unless extended in writing by the parties hereto, this Agreement
shall terminate at the expiration of the Term.
(2) This Agreement shall terminate at any time by agreement in
writing by the Company and Consultant.
(3) This Agreement shall terminate upon the date Specchio ceases to
be employed full-time by Consultant or Specchio dies, in which case
Consultant shall be entitled to all accrued but unpaid compensation
hereunder through such date.
d. In the event Consultant is terminated for cause or in the event
Consultant terminates this Agreement, Consultant shall be entitled to, and shall
receive, no compensation excepting only such of the base compensation set forth
in Section 3 above as shall be accrued to the date of termination.
5. Termination Upon Change of Control.
a. Definitions. As used in this Section 5, the terms below shall
have the following meanings:
(1) Cash Compensation. "Cash Compensation" shall mean the sum
of (x) the higher of the Consultant's annual base consulting fee at (i) the time
the Notice of Termination provided for in Section 5(b)(2) of this Agreement is
given or
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(ii) immediately prior to a Change in Control, and (y) an amount equal to the
highest aggregate Cash Bonus Earned by the Consultant under all cash bonus plans
of the Company for any of the three fiscal years immediately preceding the year
in which the Date of Termination occurs. "Cash Bonus Earned" shall mean all
amounts actually earned for performance in a specific fiscal year without regard
to voluntary or mandatory payment deferrals if so specified in the applicable
bonus plan.
(2) Change in Control. A "Change in Control" of the Company
shall mean the occurrence during the term of this Agreement of any one of the
following events:
(a) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by
any person (as the term person is used for purposes of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), but not including Xxxxxxxx X. Xxxxxxx or Xxxxxxx X.
Xxxxxxxx) (each such person, a "Person"), immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of fifteen percent (15%)
or more of the combined voting power of the Company's then
outstanding Voting Securities; provided, however, in determining
whether a Change in Control has occurred, Voting Securities which
are acquired in a "Non-Control Acquisition" (as hereinafter defined)
shall not constitute an acquisition which would cause a Change in
Control. A "Non-Control Acquisition" shall mean an acquisition by
(A) an employee benefit plan (or a trust forming a part thereof)
maintained by (1) the Company or (2) any corporation or other Person
of which a majority of its voting power or its voting equity
securities or equity interest is owned, directly or indirectly, by
the Company (for purposes of this definition, a "Subsidiary"), (B)
the Company or its Subsidiaries, or (C) any Person in connection
with a "Non-Control Transaction" (as hereinafter defined);
(b) The individuals who, as of the date this Agreement is
approved by the Board of Directors are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least
two-thirds of the members of the Board; provided, however, that if
the election, or nomination for election by the Company's common
stockholders, of any new director was approved by a vote of at least
two-thirds of the incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall
be considered a member of the Incumbent Board if such individual
initially assumed office as a result of
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either an actual or threatened "Election Contest" (as described in
Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board (a "Proxy Contest") including by reason
of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or
(c) Approval by stockholders of the Company of:
(A) A merger, consolidation or reorganization involving
the Company, unless such merger, consolidation or
reorganization is a "NonControl Transaction". A "Non-Control
Transaction" shall mean a merger, consolidation or
reorganization of the Company where:
(1) the stockholders of the Company, immediately
before such merger, consolidation or reorganization, own
directly or indirectly immediately following such
merger, consolidation or reorganization, at least
seventy percent (70%) of the combined voting power of
the outstanding voting securities of the corporation
resulting from such merger, consolidation or
reorganization (the "Surviving Corporation") in
substantially the same proportion as their ownership of
the Voting Securities immediately before such merger,
consolidation or reorganization,
(2) the individuals who were members of the
Incumbent Board immediately prior to the execution of
the agreement providing for such merger, consolidation
or reorganization constitute at least two-thirds of the
members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or
indirectly owning a majority of the Voting Securities of
the Surviving Corporation, and
(3) no Person other than (a) the Company, (b) any
Subsidiary, (c) any employee benefit plan (or any trust
forming a part thereof) maintained by the Company, the
Surviving Corporation, or any Subsidiary, or (d) any
Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership
of fifteen percent (15%) or more of the then outstanding
Voting Securities), has Beneficial Ownership of
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fifteen percent (15%) or more of the combined voting
power of the Surviving Corporation's then outstanding
voting securities.
(B) A complete liquidation or dissolution of the
Company; or
(C) An agreement for the sale or other disposition of
all or substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting Securities then outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company, and after such
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.
(3) Effective Date. "Effective Date" shall mean the date on
which a Change in Control is effectuated.
(4) Good Reason. The Consultant's termination of retainment
with the Company shall be deemed for "Good Reason" if it occurs within six (6)
months of any of the following without the Consultant's express written consent:
(a) the assignment to the Consultant or Specchio by the
Company of duties inconsistent with, or a substantial alteration in
the nature or status of, Consultant's or Specchio's responsibilities
immediately prior to a Change in Control of the Company other than
any such alteration primarily attributable to the fact that the
Company's securities are no longer publicly traded;
(b) a reduction by the Company in the Consultant's Cash
Compensation (as defined in Section 5(a)(1) above) as in effect on
the date of a Change in Control of the Company or as in effect
thereafter if such Cash Compensation has been increased during the
term of this Agreement;
(c) any failure by the Company to continue in effect without
substantial change any
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compensation, incentive, welfare or benefit plan or arrangement, as
well as any plan or arrangement whereby the Consultant or Specchio
may acquire securities of the Company, in which the Consultant or
Specchio is participating at the time of a Change in Control of the
Company (or any other plans, currently in effect or hereafter
adopted by the Company, providing the Consultant or Specchio with
substantially similar benefits) (hereinafter referred to as "Benefit
Plans"), or the taking of any action by the Company which would
adversely affect the Consultant's or Specchio's participation in or
materially reduce the Consultant's or Specchio's benefits under any
such Benefit Plan or deprive the Consultant or Specchio of any
material fringe benefit enjoyed by the Consultant or Specchio at the
time of a Change in Control of the Company unless an equitable
substitute arrangement (embodied in an ongoing substitute or
alternative Benefit Plan) has been made for the benefit of the
Consultant or Specchio with respect to the Benefit Plan in question.
For purposes of the foregoing, Benefit Plans shall include, but not
be limited to, the 1993 Stock Option Plan or any other plan or
arrangement to receive and exercise stock options or stock
appreciation rights, supplemental pension plan, insured medical
reimbursement plan, automobile benefits, executive financial
planning, group life insurance plan, personal catastrophe liability
insurance, medical, dental, accident and disability plans;
(d) relocation to any place more than 100 miles from the
office regularly occupied by the Consultant, except for required
travel by Specchio on the Company's business to an extent
substantially consistent with Specchio's business travel obligations
at the time of a Change in Control;
(e) any material breach by the Company of any provision of
this Agreement or this Agreement;
(f) any failure by the Company to obtain the assumption of
this Agreement by any successor or assign of the Company; or
(g) any purported termination of the Consultant's retainment
by the Company which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 5(b)(2) below,
and for purposes of this Agreement, no such purported termination
shall be effective.
b. Termination Following Change in Control.
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(1) Termination of Retainment. If a Change in Control of the
Company as defined in Section 5(a)(2) shall have occurred while the Consultant
is still a consultant of the Company, the Consultant shall be entitled to the
compensation provided in Section 5(c) upon the subsequent termination of the
Consultant's consulting the Company by the Company or by the Consultant, unless
such termination is a result of (i) the Consultant's death; (ii) the Consultant
is permanently disabled (as more fully described in Paragraph 4(a)(1) of this
Agreement); (iii) the Consultant's termination by the Company for "cause" (as
defined in Section 4(a) of this Agreement); or (iv) the Consultant's decision to
terminate its retainment by the Company other than for Good Reason (as defined
in Section 5(a)(4) above). No compensation shall be payable and no rights shall
vest in the Consultant under this Agreement except as specifically set forth in
this Section 5(b)(1).
(2) Notice of Termination. Any purported termination of the
Consultant's retainment, hereunder by the Company or the Consultant hereunder
shall be communicated by a Notice of Termination to the other party as set forth
herein. For purposes of this Agreement, a "Notice of Termination" shall mean a
written notice which shall indicate those specific termination provisions in
this Agreement relied upon and which sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Consultant's
retainment under the provision so indicated.
(3) Date of Termination. "Date of Termination" shall mean (i)
if this Agreement is terminated by the Company pursuant to Section 5(b)(1)(ii)
above, thirty (30) days after Notice of Termination is given to the Consultant
(provided that the Consultant shall not have returned to the performance of the
Consultant's duties on a full-time basis during such thirty (30) day period),
(ii) if the Consultant's retainment is terminated by the Company for any other
reason, the date on which a Notice of Termination is given, provided that if
within thirty (30) days after any Notice of Termination is given to the
Consultant by the Company, the Consultant notifies the Company that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally determined, either by mutual written agreement of
the parties, by a final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no appeal having
been perfected), or (iii) if this Agreement is terminated by the Consultant, the
date on which the Consultant delivers Notice of Termination to the Company.
x. Xxxxxxxxx Compensation upon Termination of Retainment. If
the Consultant's retainment with the Company shall be terminated as provided in
Section 3(a), then the Company shall:
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(1) subject to Sections 5(d) and 5(e) below, pay to the
Consultant as severance payment in a lump sum in cash, on the fifth
day following the Date of Termination, an amount equal to three
times (the "multiple") the Consultant's Cash Compensation (the
"Consultant's Severance Cash Benefit").
(2) arrange to provide the Consultant for two years (or such
shorter period as Consultant may elect) with disability, life,
accident and health insurance substantially similar to those
insurance benefits which Consultant is receiving immediately prior
to the Notice of Termination (including coverage for dependents at
the same per person cost as the Consultant is then paying). Benefits
otherwise receivable by Consultant pursuant to this Section 5(c)(2)
shall be reduced to the extent comparable benefits are actually
received by the Consultant during such two (2) year period following
his termination (or such shorter period elected by the Consultant),
and any such benefits actually received by Consultant shall be
reported by him to the Company.
d. Reduction in Benefits for "Parachute Payment".
Notwithstanding anything contained in this Agreement to the contrary, in the
event that the payments under Section 5(c) of this Agreement to the Consultant,
either alone or together with other payments the Consultant has a right to
receive from the Company, would not be deductible (in whole or in part) by the
Company as a result of such payments constituting a "parachute payment" (as
defined in Section 280G of the Internal Revenue Code, as amended (the "Code")),
such payments shall be reduced to the largest amount as will result in no
portion of the payments under Section 5(c) not being fully deductible by the
Company as the result of Section 280G of the Code. The determination of any
reduction in the payments under Section 5(c) pursuant to the foregoing sentence
shall be made exclusively by Coopers & Xxxxxxx, LLP, or such other firm of
certified independent public accountants as may be serving as the Company's
principal auditors immediately prior to the Effective Date (the "Auditors")
(whose fees and expenses shall be borne by the Company), and such determination
shall be conclusive and binding on the Company and the Consultant.
e. Reduction of Severance Cash Benefit in Certain Other
Circumstances. Notwithstanding anything contained in this Agreement to the
contrary, in the event that on the Effective Date the Company's Aggregate
Severance Liability (as defined below) exceeds 5% of the Company's Market
Capitalization (as defined below), the Consultant's Severance Cash Benefit shall
be reduced to the product of (a) 5% of the Company's Market Capitalization and
(b) a fraction (x) the numerator of which shall be the Consultant's Severance
Cash Benefit as of the
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Effective Date and (y) the denominator of which shall be the Company's Aggregate
Severance Liability.
"The Company's Aggregate Severance Liability," as used herein, shall
mean an amount (determined by the Auditors) equal to the aggregate of the
Severance Cash Benefits payable to all employees and consultants of the Company
party to written Severance Benefit Agreements on the Effective Date, calculated
as of the Effective Date instead of as of the Dates of Termination of such
employees and consultants and in each case reduced by the applicable "parachute
payment" reduction, if any, described in Section 5(e) hereof. "The Company's
Market Capitalization," as used herein, shall mean the sum of: (i) the product
of (a) the total number of shares of common stock of the Company (the "Common
Stock") outstanding as of the Effective Date and (b) the last reported sale
price on the Nasdaq SmallCap of one share of Common Stock on the Effective Date;
plus (ii) the product of (a) the total number of shares of preferred stock of
the Company (the "Preferred Stock") outstanding on the Effective Date and (b)
the liquidation value of one share of Preferred Stock; plus (iii) the aggregate
amount of outstanding indebtedness for borrowed money of the Company on the
Effective Date; plus (iv) the aggregate amount of short and lone-term
liabilities of the discontinued operations of the Company as reflected on the
Company's most recently prepared quarterly balance sheet. "The Consultant's
Severance Cash Benefit as of the Effective Date," as used herein, shall mean an
amount (determined by the Auditors) equal to the Consultant's Severance Cash
Benefit calculated as of the Effective Date rather than as of the Date of
Termination, which calculation shall include the "parachute payment" reduction,
if any, which would be made pursuant to Section 5(e) hereof. The determination
of any reduction in the Consultant's Severance Cash Benefits pursuant to this
Section 6 shall be made exclusively by the Auditors (whose fees and expenses
shall be borne by the Company), and such determination shall be conclusive and
binding on the Company and the Consultant.
f. Mitigation of Damages. The Consultant shall not be required
to mitigate damages or the amount of any payment provided for under this
Agreement by seeking other consulting engagements or otherwise, nor shall the
amount of any payment provided for under this Agreement be reduced by any
compensation earned by the Consultant as a result of consulting for another
company after the Date of Termination, or otherwise, except to the extent
provided in Section 5(d) above.
g. Effect of Agreement on Other Contractual Rights. The
provisions of this Agreement, and any payment provided for hereunder, shall not
reduce any amounts otherwise payable, or in any way diminish the Consultant's
existing rights, or rights which would accrue solely as a result of the passage
of time, under this Agreement, any Benefit Plan or other contract, plan or
arrangement.
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6. Duty of Loyalty. Consultant covenants and agrees that during the
Term of this Agreement and for a period of one year thereafter, it shall not
participate, and shall cause Specchio not to participate, as an officer,
director, partner, employee, agent, consultant, owner, stockholder,
representative, or in any other capacity with any other company or business
entity of any nature whatsoever which is directly or indirectly in competition
with the Company; provided, however, that ownership of (i) up to 10% of the
outstanding common stock of Peoples Choice TV Corp. or (ii) 5% or less of any
class of outstanding securities of a company whose securities are listed on a
national securities exchange, or which has not fewer than 1,000 shareholders,
shall not be deemed to constitute owner participation in any other company or
business entity which is directly or indirectly in competition with the
Company."
7. Term. This Agreement shall terminate, except to the extent that
any obligation of the Company hereunder remains unpaid, upon the earliest of (i)
the end of the Term, if a Change in Control has not occurred within the Term;
(ii) upon the termination of the Consultant's retainment by the Company based on
disability (as described in Section 4(a)(1)), the events described in Section
4(c)(3) or cause or by the Consultant other than for Good Reason; or (iii) three
years from the Effective Date of a Change in Control which was not approved by
the Board of Directors or two years from the Effective Date of a Change in
Control which was approved by the Board of Directors.
8. Successor to the Company. The Company will require any successor
or assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, expressly, absolutely and unconditionally to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or assignment had
taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Consultant to compensation from the Company in the same amount
and on the same terms as the Consultant would be entitled hereunder if such
succession had not occurred, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. For purposes of this Section 8, "Company" shall
mean the Company as defined above and any successor or assign to its business
and/or assets as aforesaid which executes and delivers the agreement provided
for herein or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.
9. Assignment by Consultant. The Consultant shall not assign this
Agreement or any rights contained hereunder and any such attempted assignment is
void.
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10. Miscellaneous. No provisions of this Agreement may be amended,
modified, waived or discharged unless such amendment, modification, waiver, or
discharge is agreed to in writing signed by the Consultant and the Company. No
waiver by either party hereto at any time of any breach by the other party of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly in this
Agreement.
11. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
12. Gender. In this Agreement (unless the context requires
otherwise), the use of any masculine term shall include the feminine.
13. Binding Agreement. Except as otherwise specifically provided
herein, this Agreement shall be binding on the parties and their heirs,
executors, distributees, legal representatives, successors and assigns.
14. Notices. All notices under this Agreement shall be in writing
and shall be delivered by personal service to the parties at their respective
addresses as each party shall inform the other; provided, however, that a notice
in connection with the termination of the Consultant's engagement shall be
provided in accordance with the terms set forth in Section 5(b)(2) of this
Agreement. The effective date of any such notice shall be the date of delivery.
15. Governing Law. This Agreement shall be governed by the laws of
the State of Illinois applicable to contracts made and performed entirely
therein.
16. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subjects and matters addressed.
Except as provided herein, each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party or anyone acting on behalf of any party which are not set
forth herein and that no other agreement shall be valid or binding.
17. Agreement to Perform Necessary Acts. The parties shall execute
and deliver all documents and perform all further acts that may be reasonably
necessary to effect this Agreement.
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18. Headings. The headings of the several sections of this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or affect the meaning or interpretation of this Agreement.
19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
20. Termination of Old Agreement. This Agreement supersedes the Old
Agreement in its entirety and the parties hereby agree and acknowledge that the
Old Agreement is hereby terminated and of no further force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
XXXXXXX X. XXXXXXXX, INC.
By: /s/ Xxxxxxx X. Speechio, Inc.
-----------------------------
NATIONAL WIRELESS HOLDINGS INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Authorized Officer
Agreed as of the date first written
above solely in respect to Section 20
above:
/s/ Xxxxxxx X. Speechio
-----------------------
Xxxxxxx X. Xxxxxxxx
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