EXHIBIT 10.25
RESTATED EMPLOYMENT AGREEMENT
THIS RESTATED EMPLOYMENT AGREEMENT is entered into as of the 1st day of
October, 2000, between Xxxxxxx Xxxxxxx (the "Employee") and TTR Technologies
Inc., a Delaware company (the "Company").
W I T N E S S E T H
WHEREAS, the Company and Employee entered into an Employment Agreement,
dated as of June 1, 1999, pursuant to which Employee has been, to date, employed
as the Company's Chief operating Officer (hereafter, the "Original Employment
Agreement"); and
WHEREAS, the Company and Employee desire to amend and restate the terms of
the Original Employment Agreement such that Employee's continuing obligations
thereunder will henceforth be set forth herein .
NOW, THEREFORE, , in consideration of the premises and mutual agreements
hereinafter contained, the parties hereto agree as follows:
1. Restatement of Original Employment Agreement. With effect from the date first
written above, the Original Employment Agreement is hereby amended and restated
in its entirety so that Employee's continuing duties and obligations to the
Company as the Company's Chief Operating Officer shall henceforth be governed by
the terms contained herein (as so amended and restated, the "Restated
Agreement") . Employee acknowledges and agrees that the Company has satisfied in
full all of its obligations to Employee contained under Section 3 of the
Original Employment Agreement. Following the effective date of this Restated
Agreement, Employee agrees that the Original Employment Agreement, as originally
executed by the parties, shall have no force or effect.
2. Employment. With effect from the effective date (as defined in section 2),
the Company continues to engage Employee to serve as Chief Operating Officer who
shall perform such duties, undertake such responsibilities and exercise such
authority as the Board of Directors or the Chief Executive Officer of the
Company shall designate and shall report to the Chief Executive Officer. The
Employee shall devote his time to the affairs of the Company as required
hereunder.
2. Term.
2.1 Employee's employment under the Restated Agreement shall commence as
of October 1, 2000 (the "Effective Date") and, unless otherwise provided, shall
end on the earlier of (i) the death or disability (as defined herein ) of the
Employee, (ii) termination of Employee's employment by Company with cause (as
defined herein); (iii) after three years from the Effective Date (the "initial
term"), (iv) termination of Employee's employment without cause by the Company
upon 90 days written notice or (v) termination of Employee's employment by
Employee upon 90 days written notice. After the expiration of such initial term
(other than for reasons set forth in clauses (i), (ii) and (iv) this Agreement
shall automatically be renewed for additional three year periods on the same
terms and conditions set forth herein (unless mutually agreed otherwise). If
Employee's employment is terminated as set forth in clause (iv), Company shall
pay Employee the greater of Employee's salary from the date of termination until
the end of the then current term of this contract and one year's salary. The
Company may elect to pay this sum in one lump payment or in equal monthly
payments until the end of the longer of the then current term of the contract or
12 months.
2.2 For the purpose of this paragraph 2, "disability" shall mean any
physical or mental illness or injury as a result of which Employee remains
absent from work for a period of two (2) successive months, or an aggregate of
two (2) months in any twelve (12) month period. Disability shall occur at the
end of any such period.
2.3 For the purpose of this paragraph 2, "cause" shall exist if Employee
(i) breaches any of the material terms or conditions of this Agreement; , ((ii)i
engages in willful misconduct or acts in bad faith with respect to the Company,
in connection with and related to the employment hereunder, (iv) is convicted of
a
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felony, provided that with respect to clauses (i) and (ii), if Employee has
cured any such condition within 15 days following delivery of the advance
notice, then "cause" shall be deemed not to exist.
3. Compensation
Employee acknowledges and agrees that the salary and benefits paid to Employee
under the Original Employment Agreement shall constitute the sole consideration
payable to Employee by the Company in respect of the services provided under
this Restated Employment Agreement and Employee shall not be entitled to any
additional consideration in respect thereof as compensation for his services
hereunder except as the board of directors of the Company shall decide from time
to time.
4. Development Rights. The Employee agrees and declares that all proprietary
information including but not limited to trade secrets, know-how, patents and
other rights in connection therewith developed by or with the contribution of
Employee's efforts during his employment with the Company shall be the sole
property of the Company. Upon the Company's request (whenever made), Employee
shall execute and assign to the Company all the rights in the proprietary
information.
6. Secrecy and Nondisclosure The Employee shall treat as secret and confidential
all of the processes, methods, formulas, procedures, techniques, software,
designs, know-how, data, and other information which are not of public knowledge
or record pertaining to the Company's business (existing, potential, and
future), including without limitation all business information relating to
customers and supplies and products of which the employee becomes aware during
and as a result of employment with the Company, and Employee shall not disclose,
use, publish, or in any other manner reveal, directly or indirectly, at any time
during and after the term of this Agreement, any such information detailed
herein.
7. Non-Competition & Poaching
7.1 During the term of this Agreement and for a term of one (1) year after
Employee ceases to be employed by the Company, Employee will not, directly or
indirectly, for his own account or as an employee, officer, director, partner,
joint venturer, shareholder, investor, consultant or otherwise (except as an
investor in a corporation whose stock is publicly traded and in which Employee
holds less than 5% of the outstanding shares) engage in or contribute his
knowledge to any work or activity that involves a product, process, service or
development which directly competes with the business of the Company, now or
hereafter existing.
7.2 Employee acknowledges that the restricted period of time and
geographical location specified under this Section 7 are reasonable, in view of
the nature of the business in which the Company is engaged and Employee's
knowledge of the Company's business and products. If such period of time or
geographical location should be determined to be unreasonable in any judicial
proceeding, then the period of time and area of restriction shall be reduced so
that this Agreement may be enforced in such area and during such period of time
as shall be determined to be reasonable by such judicial proceeding.
7.3 The Employee shall not at any time during the period from the
termination of this Agreement or any extension hereof, to the expiry of six (6)
months, employ or attempt to employ or solicit or endeavor to entice away from
or discourage from being employed by the Company any person who is, or shall at
any time until the termination of this Agreement or any extension hereof, one of
the employees of the Company.
8. Expenses
Employee is authorized to incur reasonable and proper expenses for
promoting the business of the Company including expenses for entertainment,
travel, lodging, and similar items. The Company will reimburse Employee promptly
for all such expenses upon presentation by Employee, of receipts or other
appropriate evidence of expenses.
9. Miscellaneous
9.1 Employee Representations. The Employee represents and warrants to the
Company that the execution and delivery of this Agreement and the fulfillment of
the terms hereof (i) will not constitute a breach of any agreement or other
instrument to which he is party, (ii) does not require the consent of any
person, and (iii) shall not utilize during the term of his employment any
proprietary information of any third party, including prior employers of the
Employee.
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9.2 Entire Agreement. This Agreement constitutes the entire understanding
and agreement between the parties and supersedes any and all prior discussions
and agreements and correspondence, and may not be amended or modified in any
respect except by a subsequent writing executed by both parties.
9.3 Notices. All notices or other communications required or desired to be
sent to either Party shall be in writing and shall be sent by hand or by
Registered or Certified mail, postage prepaid, return receipt requested, or sent
by telegram or facsimile to the address set forth in the Preamble to this
Agreement or to such other address as the recipient may designate by notice in
accordance with the provisions of this Clause. Any such notice shall have been
deemed to have been delivered if served by hand when delivered, if by Registered
or Certified Mail 48 hours after posting if within the same country or 14 days
if posted from another country, and by telex or facsimile transmission when
dispatched and receipt confirmed by recipient party.
9.4 Severability. Any term or provision of this Agreement which is found
by a court, tribunal or arbitration panel to be invalid or unenforceable shall
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the other terms
or provisions of this Agreement. In the event that any term or provision of this
Agreement is found to be unenforceable or ineffective, then the reviewing court,
tribunal or arbitration panel may modify such term or provision to the extent
necessary to render it enforceable and the parties agree to be bound by and
perform this Agreement as modified.
9.5 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, USA. Each of the parties
consents to the jurisdiction of the federal courts whose districts encompass any
part of New York City or the state courts of the State of New York sitting in
New York City in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
signed by the date stated above.
TTR Technologies Inc.
/s/ Marc. X. Xxxxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
