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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 21,
1997 by and between Xxxxxx General Corporation, a California corporation (the
"Company") and Xxx X. Xxxx ("Employee").
WITNESSETH:
WHEREAS, the Company desires to enter into this Employment Agreement with
the Employee and the Employee desires to enter into this Employment Agreement
with the Company, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties agree as follows:
1. Term. The Company agrees to employ Employee and Employee hereby accepts
such employment, in accordance with the terms of this Agreement, commencing May
22, 1997, and ending May 20, 2001, unless this Agreement is earlier terminated
as provided herein.
2. Services and Exclusivity of Services. So long as this Agreement shall
continue in effect, Employee shall devote Employee's full business time, energy
and ability exclusively to the business, affairs and interests of the Company
and its affiliates or subsidiaries ("Affiliates") and matters related thereto.
shall use Employee's best efforts and abilities to promote the Company's
interests and shall perform the services contemplated by this Agreement in
accordance with policies established by and under the direction of the board of
directors of the Company (the "Board").
Without the prior express written consent of the Board, Employee shall
not, directly or indirectly, during the term of this Agreement, engage in any
activity competitive with or adverse to the Company's business, whether alone,
as a partner, officer, director, employee or significant investor of or in any
other entity. An investment of greater than 5% of the outstanding capital or
equity securities of an entity shall be deemed significant for these purposes.
Notwithstanding anything herein to the contrary, the Employee shall not be
precluded from engaging in other paid or unpaid pursuits outside his employment
with the Company hereunder, provided that such other pursuits (1) do not compete
with the Company, and (2) do not with the Employee's performance of his
employment obligations to the Company under this Agreement, and provided
further, that with respect to all other paid pursuits, the Employee gives prior
written notice of such other paid pursuit(s) to the Company.
The Company acknowledges that the Employee is currently under a two year
contract to provide consulting services to Tanknology Environmental, Inc. The
Company acknowledges that the Employee's fulfillment of his obligations under
such consulting contract, as such obligations have been described to the Company
by the Employee, will not violate any of the Employee's obligations to the
Company hereunder and will not violate any other term or provision of this
Agreement.
Employee represents to the Company that Employee has no other outstanding
commitments inconsistent with any of the terms of this Agreement or the services
to be rendered hereunder.
3. Duties and Responsibilities. Employee shall serve as President of
Xxxxxx General or its successor, which in either event shall include the assets
and business of USTMAN Industries (the "Subsidiary"), for the duration of this
Agreement. In the performance of Employee's duties,
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which shall include the duties usually vested in a president of a corporation,
Employee shall report directly to the Board and shall be subject to the
direction of the Board and shall be subject to the direction of the Board and to
such limits on Employee's authority as the Board may from time to time impose.
Employee agrees to observe and comply with the rules and regulations of
the Company as adopted by the Board respecting the performance of Employee's
duties and agrees to carry out and perform orders, directions and policies of
the Company and its Board as they may be, from time to time, stated either
orally or in writing.
During the term of this Agreement, the Board shall nominate Employee to
serve on the Board.
4. Compensation.
(a) Base Compensation. During the term of this Agreement, the
Company agrees to pay Employee a base salary at the rate of One Hundred Thirty
Thousand Dollars ($130,000) per year, payable in accordance with the Company
practices in effect from time to time (the "Base Salary").
(b) Annual Cash Bonus. During the term of this Agreement, the
Company agrees to pay Employee an annual cash bonus (the "Cash Bonus"), equal to
the following percent of the Company's earnings before income taxes,
depreciation and amortization ("EBTDA") and as further defined in the Securities
Purchase Agreement Dated May 21, 1997 Among Xxxxxx General Corporation,
Sagaponack Partners, L.P. and Sagaponack International Partners, L.P., provided
in each case that the EBTDA for such year is at least 90% of the targeted EBTDA
(after employees bonus calculation) for such year as specified in Exhibit A to
this Agreement (which Exhibit is hereby incorporated herein by this reference):
Year 1 2.00% of EBTDA
Year 2 1.50% of EBTDA
Year 3 1.25% of EBTDA
Year 4 1.00% of EBTDA
Year 1 will take into account a credit for the costs of the restructuring of the
Company anticipated to occur during the first three months of this Agreement,
which costs are estimated to be approximately $200,000.
(c) Grant of Common Stock. In consideration for Employee's
execution of this Agreement with the Company, the Company agrees to issue to
Employee an aggregate of Fifty Thousand (50,000) shares of the Company's Common
Stock, or options or warrants to purchase such number of shares, on terms to be
agreed by mutual good faith consent.
(d) Stock Option. Concurrent with the execution of this Agreement
by the parties hereto, the Company shall issue to Employee a stock option in the
form of Exhibit B hereto.
(e) Investment Intent of Employee. Employee acknowledges that the
shares of Common Stock and stock option issuable to him pursuant to this
Agreement and the shares of Common Stock issuable upon exercise of such option
(collectively. the "Restricted Securities") have not been registered under the
Securities Act of 1933, as amended (the "Act"), or applicable state securities
laws. Employee acknowledges that the offer, sale and delivery of the Restricted
Securities to him is made in reliance upon his representations, warranties,
agreements and undertakings reflected herein. Employee represents and warrants
that he is acquiring the Restricted Securities solely for his own account and
interest and not with a view to distribute them to the
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public, until such time, if any, as the resale of the Restricted Securities by
him is the subject of an effective registration statement or is otherwise
permitted under the Act. Employee understands and agrees that unless the
Restricted Securities either are registered under the Act or are disposed of in
transactions for which exemptions from such registration are available, Employee
must continue to own and hold the Restricted Securities for his own account and
interest indefinitely. Employee further understands that whether an exemption
from the registration requirements of the Act will be available for such future
transactions as he may propose will depend upon the nature of each such
transaction, the pertinent surrounding facts and circumstances then extant, and
the then applicable law. Any certificate evidencing the Restricted Securities
shall bear a legend substantially in the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAW.
(f) Registration Rights. The Company covenants and agrees to
provide the following registration rights at any time from and after the date of
this Agreement to Employee:
(1) Whenever the Company proposes to file a registration
statement relating to any of its capital stock under the Act, other than a
registration statement required to be filed in respect of employee benefit plans
on Form S-8 or similar form or any registration statement on Form S-4, or
similar form relating to securities issued in connection with a reorganization,
the Company shall, at least seven business days prior to such filing, give
written notice thereof to Employee. Upon receipt by the Company, not more than
four business days after receipt of such notice by Employee, of a written
request by Employee for registration of all or a portion of the shares of
Common Stock issued to Employee pursuant to this Agreement or issued or issuable
to Employee upon exercise of the option granted pursuant to this Agreement
("Registrable Shares") then owned by Employee, the Company shall include such
Registrable Shares in such registration statement or in a separate registration
statement concurrently filed, and shall use all reasonable efforts to cause such
registration statement to become effective with respect to such Registrable
Shares, unless the managing underwriter therefor concludes in its reasonable
good faith Judgment that compliance with this paragraph (f)(1) would materially
adversely affect such offering. If the managing underwriter determines in good
faith that a portion but not all of such Registrable Shares may be included,
then only such portion shall be included. Notwithstanding anything in this
paragraph (f)(1) to the contrary, Employee shall have no registration rights
with respect to any Registrable Shares which are then eligible for immediate
resale pursuant to Rule 144 under the Act.
(2) The Company will use all reasonable efforts to cause such
registration statement to remain effective until the earlier of 45 days from the
effective date of the registration statement or the date that Employee completes
his distribution of the Registrable Shares. The Company will use all reasonable
efforts to effect such qualifications under applicable blue sky or other state
securities laws as may be reasonably requested by Employee to permit or
facilitate such sale or other distribution. The Company will cause the
Registrable Shares for which the registration statement is effected to be listed
on any national securities exchange or quoted on any stock quotation system on
which the shares of Common Stock are listed or quoted.
(3) Employee shall furnish to the Company such information as
the Company may reasonably request and as shall be required in connection with
any registration, qualification or compliance referred to in this paragraph (f).
The Company agrees to furnish to Employee the number of prospectuses, offering
circulars or other documents, or any amendments
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or supplements thereto, incident to any registration, qualification or
compliance referred to in this paragraph (f) as Employee from time to time may
reasonably request.
(4) The Company will bear all expenses of registrations,
qualifications or compliance pursuant to this paragraph (f) (other than
underwriting discounts and commissions and brokerage commissions and fees, if
any payable with respect to the Registrable Shares or the cost of counsel for
Employee), including, without limitation, registration fees, printing expenses,
expenses of blue sky or other state securities law registration or compliance,
and legal and auditing fees incurred by the Company in connection therewith.
(5) In connection with any registration of Registrable Shares
pursuant to this paragraph (f), the Company agrees to provide reasonable
cooperation to Employee and any underwriters participating in such offering,
including, without limitation, entering into such customary underwriting or
other agreements (which may contain customary representations and warranties by
the Company and indemnification provisions); furnishing a customary comfort
letter or letters, dated the date of the final prospectus with respect to the
Registrable Shares, from the independent certified public accountants of the
Company and addressed to Employee and any such underwriters; furnishing an
opinion of counsel for the Company, dated the date of the closing of the sale of
the Registrable Shares, with respect to such matters as may be reasonably
requested, and making available for inspection by Employee and his agents all
financial and other records, corporate documents and properties of the Company
as shall be reasonably requested.
(6) During the effectiveness of a registration statement in
which Registrable Shares are included pursuant to this paragraph (f), the
Company will notify Employee promptly of any notice from a regulatory authority
affecting the sale of the Registrable Shares and of any event or facts that, in
the reasonable judgment of the Company, should be set forth in such registration
statement. The Company will, as promptly as practicable, take such action as may
be necessary to amend or supplement such registration statement in order to set
forth or reflect such event or facts.
(7) In the event of the registration of any Registrable Shares
pursuant to this paragraph (f), each party hereto (the "Indemnifying Party"), to
the extent permitted by law, shall indemnify and hold harmless the other party
hereto and its officers, directors, employees and agents (collectively, the
"Indemnified Parties") against any losses, claims, damages or liabilities, joint
or several (collectively, "Claims"), to which any of the Indemnified Parties may
become subject under the Act or otherwise, insofar as such Claims (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of material fact contained in the registration statement (or
any document contained in or incorporated by reference in the registration
statement) relating to the Registrable Shares, or arise out of or are based upon
any omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Indemnified Party for any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any Claims: provided however, that the Indemnifying Party will not be liable in
any such case to the extent that any such Claim arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made or incorporated by reference in such registration statement in reliance
upon and in conformity with written information provided by such Indemnified Xxx
specifically for use in the preparation thereof. The indemnity provided by this
paragraph shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Party. If the indemnification provided
for by this paragraph is unavailable to a party that would have been an
Indemnified Party in respect of any Claims, then each party that would have been
an Indemnifying Party shall, in lieu of indemnifying such Indemnified Party,
contribute to the extent permitted by law to the amount paid or payable by such
Indemnified Party as a result of such Claims in such proportion as is
appropriate on an equitable basis to reflect the relative fault of the
Indemnifying Party on the one hand and such Indemnified Party on the other hand
in connection with the statement or omission which resulted in
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such Claims; provided, however, that no person guilty of fraudulent
misrepresentation within the meaning of Section 11(f) of the Act shall be
entitled to contribution from any person who was not found guilty of such
fraudulent misrepresentation.
(f) CPA Continuing Education Requirements. During the term of
this Agreement, the Company shall reimburse Employee for the reasonable costs
and expenses incurred by Employee in satisfying Employee's continuing education
requirements as a certified public accountant.
(g) Disability Coverage. The Company shall provide disability
insurance for Employee during the term of this Agreement, which insurance shall
provide not less than 100% of Employee's base salary for the first six months of
disability, 50% for the next six months, and 25% for the next six months.
(h) Additional Benefits. Employee shall also be entitled to all
rights and benefits for which Employee is otherwise eligible under any life,
medical, dental, disability, or insurance plan or policy or other plan or
benefit that the Company or its Affiliates may provide for Employee, which shall
be not less than the benefits provided for senior employees or for employees of
the Company Generally, as from time to time in effect, during the term of this
Agreement (collectively, "Additional Benefits"). The Company reserves the right
to modify, suspend or discontinue any and all of the above referenced benefit
plans, practices, policies and programs at any time (whether before or after
termination of employment) without notice to or recourse by Employee, provided
such modification, suspension or discontinuance applies equally to all employees
of the Company subject to such plan.
(i) Vacation. Employee shall be entitled to paid vacation during
employment in accordance with the policies and practices of the Company.
(j) Key Man Insurance. During the term of this Agreement, the
Company shall have the right to maintain "key man" life insurance on Employee,
and the Company shall be the beneficiary under any such insurance policy.
Employee shall reasonably cooperate with the Company in connection with the
application for such insurance.
5. Termination. This Agreement and all obligations hereunder (except the
obligations contained in Sections 7, 8, 9, 10 and 11 (Confidential Information,
Inventions and Patents, No Solicitation of Customers, Noninterference with
Employees and Assistance in Patent Applications) which shall survive any
termination hereunder) shall terminate upon the earliest to occur of any of the
following:
(a) Expiration of Term. The expiration of the term provided for
in Section 1 or the voluntary termination by Employee or retirement from the
Company in accordance with the normal retirement policies of the Company.
(b) Death or Disability of Employee. The death or disability of
Employee. For the purposes of this Agreement, disability shall mean the absence
of Employee performing Employee's duties with the Company on a full-time basis
for a period of one hundred twenty (120) or more consecutive business days in
any twelve (12) month period, as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to Employee or
Employee's legal representative (such agreement as to acceptability not to be
withheld unreasonably). If Employee shall become disabled, Employee's
employment may be terminated by written notice from the Company to Employee,
provided that the Company has then in effect the disability insurance provided
for in Section 4(g) of this Agreement.
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(c) For Cause. The Company may terminate Employee's employment
and all of Employee's rights to receive Base Salary, Cash Bonus and any
Additional Benefits hereunder (to the extent not yet accrued) for cause. For
purposes of this Agreement, the term "cause" shall be defined as any of the
following:
(1) Employee's material breach of any of the duties and
responsibilities under this Agreement (other than as a result of incapacity due
to Employee's disability);
(2) Employee's conviction by or entry of a plea of guilty or
nolo contendere in, a court of competent jurisdiction for a felony.
(3) Employee's commission of an act of fraud upon the Company
or any personal dishonesty, incompetence, negligence, or willful or negligent
misconduct that in the good faith judgment of the Board adversely affects the
Company. including immoderate use of alcoholic beverages or narcotics or other
substance abuse.
(4) Employee's willful failure or refusal to perform
Employee's duties or responsibilities under this Agreement or Employee's
material violation of any duty of loyalty to the Company or a breach of
Employee's fiduciary duty.
Notwithstanding the foregoing, Employee shall not be terminated
for cause pursuant to clauses (1) through (4) of this Section 5(c) unless and
until Employee has received written notice of proposed termination for cause
which specifies in reasonable detail the cause and Employee has had an
opportunity to be heard before the Board of the Company, and thereafter the
Board by a vote of not less than two-thirds of all members present vote to
terminate Employee for cause. Employee shall be deemed to have had such an
opportunity to be heard before the Board if given written or telephonic notice
at least 72 hours in advance of a meeting.
(d) Without Cause. Notwithstanding any other provision of this
Section 5, the Company shall have the right to terminate Employee's employment
with the Company without cause at any time, but any such termination other than
as expressly provided in Section 5(a), (b), or (c) herein shall be without
prejudice to Employee's rights to receive the Base Salary, Cash Bonus and all
other compensation provided under this Agreement for the lesser of twelve (12)
months or the remainder of the term of this Agreement.
(e) Exclusive Remedy. Employee agrees that the payments expressly
provided and contemplated by this Agreement shall constitute the sole and
exclusive obligation of the Company in respect of Employee's employment with and
relationship to the Company and that the payment thereof shall be the sole and
exclusive remedy for any termination of Employee's employment. Employee
covenants not to assert or pursue any other remedies, at law or in equity, with
respect to any termination of employment.
6. Business Expenses. During the term of this Agreement, to the extent
that such expenditures satisfy the criteria under the Internal Revenue Code for
deductibility by the Company (whether or not fully deductible by the Company)
for federal income tax purposes as ordinary and necessary business expenses, the
Company shall reimburse Employee promptly for reasonable business expenditures
made and substantiated in accordance with policies, practices and procedures
established from time to time by the Company generally with respect to other
senior employees and incurred in the pursuit and furtherance of the Company's
business and good will.
7. Confidential Information. Employee acknowledges that the nature of
Employee's engagement by the Company is such that the Employee shall have
access to information of a confidential and/or trade secret nature which has
great value to the Company and which constitutes a substantial basis and
foundation upon which the business of the company is based. Such
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information includes financial, manufacturing and marketing data, techniques,
processes, formulas, developmental or experimental work, work in process,
methods trade secrets including, without limitation, customer lists and lists of
customer sources), or any other secret or confidential information relating to
the products, services, customers, sales or business affairs of the Company or
its Affiliates (the "Confidential Information"). Employee shall keep all such
Confidential Information in confidence during the term of the this Agreement and
at all times thereafter and shall not disclose any of such Confidential
Information to any other person, except to the extent such disclosure is (i)
necessary to the performance of this Agreement and in furtherance of the
Company's best interests, or (ii) required by applicable law. Upon termination
of Employee's employment with the Company, Employee shall deliver to the Company
all documents, records, notebooks, work papers, and all similar material
containing any of the foregoing information, whether prepared by Employee, the
Company or anyone else, which is in the possession, custody or control of
Employee.
8. Inventions and Patents. Except as may be limited by Section 2870 of the
California Labor Code, all inventions, designs, improvements, patents,
copyrights and discoveries conceived by Employee during the term of this
Agreement which are useful in or directly or indirectly related to the business
of the Company or to any experimental work carried on by the Company, shall be
the property of the Company. Employee will promptly and fully disclose to the
Company all such inventions, designs, improvements, patents, copyrights and
discoveries (whether developed individually or with other persons) and shall
take all steps necessary and reasonable required to assure the Company's
ownership thereof and to assist the Company in protecting or defending the
Company's proprietary nights therein.
Employee acknowledges hereby receipt of written notice from the Company
pursuant to California Labor Code Section 2872 that this Agreement (to the
extent it requires an assignment or offer to assign rights to any invention of
Employee) does not apply fully to an invention which qualifies fully under
California Labor Code Section 2870.
9. Non-Solicitation of Customers. Employee agrees that for a period of one
year after the termination of employment with the Company, Employee will not, on
behalf of Employee or on behalf of any other individual, association or entity,
call on any of the customers of the Company or any Affiliate of the Company for
purpose of Soliciting or inducing any of such customers to acquire (or
providing to any of such customers) any product or service provided by the
Company or any Affiliate of the Company, nor will Employee in any way, directly
or indirectly as agent or otherwise, in any other manner solicit, influence or
encourage such customers to take away or to divert or direct their business to
Employee or any other person or entity by or with which Employee is employed,
associated, affiliated or otherwise related.
10. Non-interference with Employees. In order to protect the Confidential
Information, Employee agrees that during the term hereof and for a period of one
year thereafter, Employee will not, directly or indirectly, induce or entice any
employee of the Company or ITS Affiliates to leave such employment or cause
anyone else to leave such employment.
11. Assistance in Patent Applications. Employee agrees at the Company's
sole expense to assist the Company in obtaining United States or foreign letters
patent and copyright registrations covering inventions assigned hereunder to the
Company and that Employee's obligation to assist the Company shall continue
beyond the termination of Employee's employment. If the Company is unable
because of Employee's mental or physical incapacity or for any other reason to
secure Employee's signature to apply or to pursue any application for any United
States or foreign letter, patent or copyright registrations covering assigned
to the Company, then Employee hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Employee's agent and
attorney-in-fact to act for and in Employee's behalf and stead to execute and
file any such applications and to do all other lawfully permitted acts to
further the
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prosecution and issuance of letters patent or copyright registrations thereon
with the same legal force and effect as if executed by Employee. Employee
thereby waives and quitclaims to the Company any and all claims of any patent or
copyright resulting from any such application for letters patent or copyright
registrations assigned hereunder to the Company. Employee will further assist
the Company in every way to enforce any copyrights or patents obtained
including, without limitation, testifying in any suit or proceeding involving
any of the copyrights or patents or executing any documents deemed necessary by
the Company, all without further consideration but at the expense of the
Company.
12. Remedies. The parties hereto agree that the services to be rendered
by Employee pursuant to this Agreement, and the rights and privileges granted to
the Company pursuant to this Agreement, are of a special, unique, extraordinary
and intellectual character, which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and that a breach by Employee of any of the terms of this Agreement will cause
the Company great and irreparable injury and damage. Employee hereby expressly
agrees that the Company shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach of this
Agreement by Employee. This Section 12 shall not be construed as a waiver of any
other rights or remedies which the Company may have for damages or otherwise.
13. Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, to achieve the intent of the parties to the extent possible. In any
event, all other provisions of this Agreement shall be deemed valid and
enforceable to the extent possible.
14. Succession. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns and any such successor
or assignee shall be deemed substituted for the Company under the terms of this
Agreement for all purposes. As used herein, "successor" and "assignee" shall
include any person, firm, corporation or other business entity which at any
time, whether by purchase, merger or otherwise, directly or indirectly acquires
the stock of the Company or to which the Company assigns this Agreement by
operation of law or otherwise. The obligations and duties of Employee hereunder
are personal and otherwise not assignable. Employee's and Company's obligations
and representations under this Agreement will survive the termination of
Employees employment, regardless of the manner of such termination
15. Notices. Any notice or other communication provided for in this
Agreement shall be in writing and sent if to the Company to its principal
office to the Attention of the Chairman of the Board or at such other address
as the Company may from time to time in writing designate, and if to Employee at
such address as Employee may from time to time in writing designate. Each such
notice or other communication shall be effective (i) if given by
telecommunication, when transmitted to the applicable number (if any) specified
pursuant to this Section 15 and a verification of receipt is received, (ii) if
given by mail, three days after such communication is deposited in the mails
with first class postage prepaid, addressed as aforesaid or (iii) if given by
any other means, when actually delivered at such address.
16. Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and supersedes any prior
agreements, undertakings, commitments and practices relating to Employee's
employment by the Company.
17. Amendments. No amendment or modification of the terms of this
Agreement shall be valid unless made in writing and duly executed by both
parties.
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18. Waiver. No failure on the part of any party to exercise or delay in
exercising any right hereunder shall be deemed a waiver thereof or of any other
right, nor shall any single or partial exercise preclude any further or other
exercise of such right or any other right.
19. Governing Law. This Agreement, and the legal relations between the
parties, shall be governed by and construed in accordance with the laws of the
State of California without regard to conflicts of law doctrines and any court
action arising out of this Agreement, subject to Section 20 below, shall be
brought in any court of competent jurisdiction within the State of California,
County of Orange unless otherwise agreed in writing by the parties.
20. Arbitration. Any dispute, controversy or claim arising out of or in
respect to this Agreement (or its validity, interpretation or enforcement), the
employment relationship or the subject matter hereof shall at the request of
either party be submitted and settled by arbitration conducted in the city or
county of Colorado in which Company's executive offices are then located in
accordance with the Voluntary Labor Arbitration Rules of the American
Arbitration Association. The arbitration of such issues, including the
determination of any amount of damages suffered, shall be final and binding upon
the parties to the maximum extent permitted by law. Judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction
thereof. Include only one of the following clauses: Each party shall bear its
own expenses and one-half the aggregate amount of arbitration costs, except that
the arbitrator may in his or her discretion award reasonable expenses (including
reimbursement of the assigned arbitrator costs) to the prevailing party.
21. Withholding. All compensation payable hereunder, including salary and
other benefits, shall be subject to applicable taxes and withholding
requirements.
22. Counterparts. This Agreement and any amendment hereto may be executed
in one or more counterparts. All of such counterparts shall constitute one and
the same agreement and shall become effective when a copy signed by each party
has been delivered to the other party.
23. Headings. Section and other headings contained in this Agreement are
for convenience of reference only and shall not affect in any way the meaning,
or interpretation of this Agreement.
24. Interpretation. The provisions of this Agreement shall be interpreted
in a reasonable manner to effect the intent of the parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXX GENERAL CORPORATION
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By /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Its
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/s/ XXX X. XXXX
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Xxx X. Xxxx
Address:
00000 Xxxx 00 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
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