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EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This Agreement (this "Agreement") entered into this _____ day of
September 2000, by and between HQ Global Workplaces, Inc., a Delaware
corporation (the "Company"), and Xxxxxxx X. XxXxxxxxx (the "Executive"), and HQ
Global Holdings, Inc. for the purpose of Sections 3(c) and 3(d) hereof.
WITNESSETH
WHEREAS, the Company is engaged, directly or indirectly, in the
serviced office business, which involves providing office space on a short-term,
individual or group office basis, together with telephone-answering,
data-processing, telecommunications and other office support services, at an
agreed upon price;
WHEREAS, the Company believes that it would benefit from the
Executive's skill, experience and background, and wishes to employ the Executive
as its Senior Vice President and Chief Financial Officer; and
WHEREAS, the parties desire by this Agreement to set forth the terms
and conditions of the employment relationship between the Company and the
Executive.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein set forth, and for other good and valuable consideration, the
Company and the Executive hereby agree as follows:
1. Employment and Duties. The Company hereby employs the Executive as
its Senior Vice President and Chief Financial Officer, and the Executive accepts
such employment, on the terms and subject to the conditions provided in this
Agreement. The Executive shall report to the Company's Chief Executive Officer
and shall devote his best efforts and full business time, attention, energy and
skill to performing the duties of Senior Vice President and Chief Financial
Officer of the Company. As part of these duties, Executive may serve on the
Board of Directors of various subsidiaries of the Company as may be requested by
the Company from time to time. Provided that such activities do not violate any
term or condition of this Agreement, or materially interfere with performance of
his duties hereunder, nothing herein shall prohibit the Executive from (a)
participating in other business activities approved in advance by the Board in
accordance with any terms and conditions of such approval, such approval not to
be unreasonably withheld or delayed, (b) engaging in charitable, civic,
fraternal or trade group activities, and (c) investing his personal assets in
other entities or business ventures, subject to any policies of the Company
applicable to all executive personnel of the Company. The Company hereby
expressly approves the Executive's continued participation on the Board of
LaSalle Hotel Properties.
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2. Employment Term.
Initial Term. Subject to the terms and conditions of
this Agreement, the Executive's term of employment under this Agreement (the
"Employment Term") shall commence on October 1, 2000 (the "Effective Date") and
continue until September 30, 2002 (the "Initial Term") unless terminated earlier
in accordance with the provisions of Section 4.
3. Compensation. As compensation for performing the services required
by this Agreement, and during the term of this Agreement, the Executive shall be
compensated as follows:
(a) Annual Compensation. The Company shall pay to the
Executive (i) as an annual salary ("Salary Compensation"), of Two Hundred Eighty
Thousand Dollars ($280,000), and (ii) a fixed payment at an annual rate of Fifty
thousand Dollars ($50,000) as separate consideration for the covenants and
agreements in Section 6 of the Agreement (the "Covenant Compensation", which
together with the Salary Compensation shall be referred to as the "Annual
Compensation"). The Annual Compensation totaling Three Hundred Thirty Thousand
Dollars ($330,000) is payable in accordance with the general policies and
procedures for payment of salaries to senior executive personnel of the Company
as implemented by the Board, in substantially equal installments, subject to
withholding for applicable federal, state, local and foreign taxes. Increases in
the Annual Compensation, if any, shall be determined by the Compensation
Committee of the Board of Directors upon recommendation by the Chief Executive
Officer based on periodic reviews of the Executive's performance conducted on at
least an annual basis at the beginning of each fiscal year, beginning in 2001.
(b) Cash Incentive Compensation. The Executive shall be
eligible to receive an annual cash bonus as incentive compensation in addition
to his Annual Compensation ("Cash Incentive Compensation"). Cash Incentive
Compensation for each fiscal year will be payable on or before the end of the
first quarter of the following fiscal year. Receipt of Cash Incentive
Compensation will be conditioned on the attainment of certain quantitative and
qualitative performance objectives established for the Executive and all
executive personnel of the Company by the Board (or the Compensation Committee
thereof) in its sole and absolute discretion, except that for fiscal year 2000
the Executive shall be deemed to have satisfied the applicable objectives and
shall be entitled to Cash Incentive Compensation at an annual rate of $165,000,
prorated based on the number of calendar days the Executive is employed by the
Company during fiscal year 2000.
The Executive shall participate in each incentive or bonus program or
plan for senior executives of the Company, and at least one such program or plan
shall have a targeted annual incentive bonus of at least 50% of Annual
Compensation.
(c) Equity-Based Incentive Compensation. On the date hereof,
subject to the approval of the Board of Directors or the Compensation Committee,
the Executive is being granted 13,536 shares of restricted common stock of HQ
Global Holdings, Inc. (vesting over four years) and options to purchase up to
27,071 shares of common stock of HQ Global Holdings, Inc.
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(vesting over four years), all as set forth in the HQ Global Holdings, Inc. 2000
Stock Option and Restricted Stock Plan attached as Exhibit A hereto. In
addition, the Executive shall be eligible for additional grants under the Plan
in the discretion of the Company (or the Compensation Committee of the Board).
The option agreement(s) and restricted stock award agreement(s) for these grants
shall contain provisions consistent with this Agreement (including without
limitation Sections 4(a)(i) and 4(b)(ii) below).
(d) Executive's Equity Purchase and Company Loan. Within 30
days after execution of this Agreement, the Executive will make a personal
investment of $365,700 and purchase 10,000 shares of HQ Global Holdings, Inc.'s
voting common stock, and HQ Global Holdings, Inc. agrees to sell such shares to
the Executive for such price, to be paid by personal check (or by such other
means acceptable to) HQ Global Holdings, Inc.). In addition, HQ Global Holdings,
Inc. shall sell an additional 10,000 shares of HQ Global Holdings, Inc.'s voting
common stock to the Executive in exchange for a non-recourse loan of the
Executive in the amount of $365,700, with interest at 6.1% per annum on the
remaining unpaid balance, with interest payable annually on January 1 of each
year beginning with January 1, 2001, and the principal of the loan due and
payable in one payment on the fifth anniversary of the Effective Date. Interest
on the loan will be forgiven each year if the Executive is employed on the
applicable January 1, and the principal of the loan shall be forgiven according
to the following schedule if the Executive is employed on the applicable date,
or as provided in Section 4(a)(i) or 4(b)(ii) below:
o 37.5% ($137,137.50) of the principal balance of the loan shall
be forgiven and canceled upon the date which is 18 months
after the Effective Date;
o 12.5% ($45,712.50) of the principal balance of the loan shall
be forgiven and canceled upon each subsequent six-month date
until the loan is totally forgiven.
(e) Employee Benefits: Fringe Benefits. During the Employment
Term, the Executive and his eligible dependents (where applicable) shall have
the right to participate in each retirement, pension, insurance, health and
other benefit plan or program that has been or is hereafter adopted by the
Company (or in which the Company participates) according to the terms of such
plan or program with all the benefits, rights and privileges as are generally
enjoyed by senior executive personnel of the Company. The Executive also shall
be entitled to all fringe benefits, if any, that generally are enjoyed by senior
executive personnel of the Company.
(f) Vacation; Sick Leave; Holidays; Leaves of Absence. The
Executive shall be entitled to 20 days of paid vacation leave each year on dates
mutually agreed upon by the Company and the Executive. The Executive also shall
be entitled to 10 days of paid sick leave each year and to the same paid
holidays provided to the other employees of the Company. In addition, the
Executive may be granted leaves of absence with or without pay for such valid
and legitimate reasons as the Board in its sole and absolute discretion may
determine.
(g) Expenses. The Executive shall be entitled to receive
reimbursement for all reasonable and necessary expenses incurred by him in
connection with the performance of business-related duties under this Agreement.
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4. Termination and Termination Benefits.
(a) Termination by the Company.
(i) Without Cause. If the Company terminates Executive's
employment without cause:
(w) the Company shall pay to the Executive (A) any Annual
Compensation, earned but not paid to the Executive prior to the
effective date of such termination, plus the pro rata amount of the
Cash Incentive Compensation for the year during which such termination
occurs, based upon the number of days worked during such year, and (B)
the Company shall pay to the Executive, as a salary continuation for a
period of twenty four months, the Executive's (i) Annual Compensation,
plus (ii) Cash Incentive Compensation equal to 50% of Annual
Compensation, which amount shall be paid at the time that annual bonus
incentive compensation payments are made to senior executives of the
Company for each applicable year.
(x) all of the Executive's stock option and restricted stock
grants and awards shall accelerate and become 100% vested and
exercisable (in addition to any currently vested grants and awards),
and all such grants and awards shall remain vested and exercisable for
a period of one year after the date of termination of employment, and
during such one-year period, neither the Company nor any other person
or entity shall have any right to purchase any stock acquired by the
Executive pursuant to any such grant or award except in accordance with
Section 9 of the HQ Global Holdings, Inc. 2000 Stock Option and
Restricted Stock Plan attached as Exhibit A hereto.
(y) all outstanding loans from the Company to the Executive
shall be forgiven and canceled (in addition to the portion previously
forgiven and canceled).
(z) the Company shall continue to provide for twenty-four
months, at the Company's expense, the same level of health insurance
and other benefits for the Executive and the Executive's eligible
dependants as the Company provided for them at the time of termination
of the Executive's employment.
Provided however, if the Executive's employment hereunder is terminated
without cause within the first twelve months of this Agreement Executive shall
not be entitled to the payments under Section 4(a)(i). In such event, the
Company shall pay to the Executive as salary continuation for a period of twelve
months (i) the Executive's Annual Compensation, plus (ii) Cash Incentive
Compensation equal to 50% of the Annual Compensation, which shall be payable at
the time annual bonus incentive compensation payments are made to senior
executives of the Company for the applicable year. Additionally, Executive shall
receive twelve months vesting of all stock option and restricted stock grants
(in addition to any previously vested amounts) and an additional twelve months
prorated forgiveness and cancellation of all outstanding loans from the
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Company to the Executive (in addition to the portion previously forgiven and
canceled) and all such grants and awards, to the extent vested, shall remain
exercisable for a period of one year after the date of termination of
employment, and during such one-year period, neither the Company nor any other
person or entity shall have the right to purchase any stock acquired by the
Executive pursuant to any such grant or award except in accordance with Section
9 of the HQ Global Holdings, Inc. 2000 Stock Option and Restricted Stock Plan
attached as Exhibit A hereto. Health insurance and other benefits shall only be
provided for a period of twelve months in accordance with paragraph (z) above.
(ii) For Cause. The Board may terminate the Executive's
employment under this Agreement for cause by written notice to the Executive.
The Executive's employment hereunder shall terminate immediately upon his
receipt of such notice. In the event of such a termination, the Executive shall
be paid his Annual Compensation, earned up to the effective date of such
termination, but the Executive shall not be entitled to any other compensation
or payments (other than pursuant to Section 3(e) and then only up to the
effective date of termination).
For purposes of this Section 4(a)(ii), "cause" shall mean (A) Executive
has engaged in conduct which resulted in conviction of or plea of guilty or no
contest to a felony or lesser charge involving moral turpitude or the property
of the Company; (B) in the scope of his employment, Executive commits any act of
gross negligence, fraud, dishonesty, breach of fiduciary duty or self-dealing;
(C) any act in which the Executive violates the internal procedures or policies
of the Company of which policies he has notice and such violation has or
reasonably may be expected to have a material adverse affect on the reputation,
business or prospects of the Company (and for this purpose, conduct constituting
employment discrimination or sexual harassment shall be conclusively presumed to
have a material adverse effect); (D) the material failure of the Executive to
perform any of his duties under this Agreement (other than a failure due to
disability) after written notice specifying the failure and a 30-day opportunity
to cure (it being understood that if the Executive's failure to perform is not a
type requiring a single action to fully cure, then the Executive may commence
the cure promptly after such written notice and thereafter diligently prosecute
such cure to completion), and (E) any breach by the Executive of Section 5 or
Section 6 of this Agreement.
(iii) Disability. If due to illness, physical or mental
disability, or other incapacity which cannot be corrected by reasonable
accommodation, the Executive shall fail, for a total of any six (6) months or
more within any period of twelve (12) consecutive months, to perform the duties
required by this Agreement, the Board may terminate the Executive's employment
under this Agreement upon thirty (30) days' written notice to the Executive. In
such event, the Executive shall be (A) paid his Annual Compensation up to the
effective date of such termination, (B) paid, as soon as practicable thereafter
in a lump sum, Cash Incentive Compensation at an annual rate equal to one-half
of the Executive's Annual Compensation for the fiscal year in which the
termination occurred, prorated based on the number of calendar days the
Executive was employed by the Company in the applicable year, and (C) provided
with employee benefits pursuant to Section 3(e) hereof up to the effective date
of termination. In
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addition, Executive shall continue to receive payments of Annual Compensation
for a period of ninety (90) days following the effective date of such
termination.
(b) Termination by the Executive.
(i) Voluntarily. The Executive may terminate his employment
hereunder voluntarily upon thirty (30) days' prior notice to the Company. Such a
termination shall be effective thirty (30) calendar days after the delivery of
such notice unless the Company agrees to another effective date. In the event of
such a termination, the Company shall pay to the Executive his Annual
Compensation, earned but not paid to the Executive prior to the effective date
of such termination, but the Company shall have no further obligation or
liability to pay Annual Compensation or Cash Incentive Compensation to the
Executive under this Agreement. The Executive's obligations and liabilities to
the Company under this Agreement shall cease as of the effective date of such a
termination (except his obligations under Section 5 and Section 6, which shall
survive).
(ii) For Good Reason. The Executive may terminate his
employment under this Agreement for good reason upon thirty (30) days' written
notice to the Board (during which period the Executive shall continue to perform
the duties of Senior Vice President and Chief Financial Officer of the Company
under this Agreement or as specified by the Board), provided that (x) such
written notice shall specify the nature of the Company's action or actions as
the result of which the Executive has the right to terminate this Agreement
pursuant to this Section 4(b)(ii), and (y) during which period the Company shall
have the opportunity to cure. In the event of such a termination by the
Executive with good reason:
(w) the Company shall pay to the Executive (A) any Annual
Compensation, earned but not paid to the Executive prior to the
effective date of such termination, plus the pro rata amount of the
Cash Incentive Compensation for the year during which such termination
occurs, based upon the number of days worked during such year, and (B)
the Company shall pay to the Executive, as a salary continuation for a
period of twenty-four months, the Executive's (i) Annual Compensation,
plus (ii) Cash Incentive Compensation equal to 50% of Annual
Compensation, which amount shall be paid at the time that annual bonus
incentive compensation payments are made to senior executives of the
Company for each applicable year.
(x) all of the Executive's stock option and restricted stock
grants and awards shall accelerate and become 100% vested and
exercisable (in addition to any currently vested grants and awards),
and all such grants and awards shall remain vested and exercisable for
a period of one year after the date of termination of employment, and
during such one-year period, neither the Company nor any other person
or entity shall have any right to purchase any stock acquired by the
Executive pursuant to any such grant or award except in accordance with
Section 9 of the HQ Global Holdings, Inc. 2000 Stock Option and
Restricted Stock Plan attached as Exhibit A hereto.
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(y) all outstanding loans from the Company to the Executive
shall be forgiven and canceled.
(z) the Company shall continue to provide for twenty-four
months, at the Company's expense, the same level of health insurance
and other benefits for the Executive and the Executive's eligible
dependants as the Company provided for them at the time of termination
of the Executive's employment.
Provided however, if the Executive's employment hereunder is terminated
for good reason within the first twelve months of this Agreement Executive shall
not be entitled to the payments under Section 4(b)(ii). In such event, the
Company shall pay to the Executive as salary continuation for a period of twelve
months, the Executive's (i) Annual Compensation, plus (ii) Cash Incentive
Compensation equal to 50% of the Annual Compensation, which shall be payable at
the time annual bonus incentive compensation payments are made to senior
executives of the Company for the applicable year. Additionally, Executive shall
receive twelve months vesting of all stock option and restricted stock grants
(in addition to any previously vested amounts) and an additional twelve months
prorated forgiveness and cancellation of all outstanding loans from the Company
to the Executive (in addition to the portion previously forgiven and canceled),
and all such grants and awards, to the extent vested, shall remain exercisable
for a period of one year after the date of termination of employment, and during
such one-year period, neither the Company nor any other person or entity shall
have any right to purchase any stock acquired by the Executive pursuant to any
such grant or award except in accordance with Section 9 of the HQ Global
Holdings, Inc. 2000 Stock Option and Restricted Stock Plan attached as Exhibit A
hereto. Health insurance and other benefits shall only be provided for a period
of twelve months, in accordance with paragraph (z) above.
For purposes of this Section 4(b)(ii), "good reason" shall mean,
without the Executive's express consent, (v) the Company's failure to make any
of the payments or provide any of the benefits to the Executive due under this
Agreement, (w) an adverse change in the Executive's title(s) or office(s), or
the regular assignment of duties to the Executive materially inconsistent with
the position, duties, responsibilities and status of Senior Vice President and
Chief Financial Officer of the Company, or (x) the Company's requiring the
Executive to be based anywhere other than within a 00-xxxx xxxxxx xx Xxxxxx,
Xxxxx, except for required travel on the Company's business.
(c) Death Benefit. Notwithstanding any other provision of this
Agreement, this Agreement shall terminate on the date of the Executive's death.
In such event, the Executive's estate shall be paid (A) at such times as the
Company otherwise would have paid the Executive his Annual Compensation had the
Executive remained employed by the Company, his Annual Compensation for a period
of one year from the date of death, and (B) at such times as annual cash
incentive compensation payments are made to senior executive personnel of the
Company with respect to the period for which the Executive's estate is paid his
Annual Compensation, Cash Incentive Compensation for such one-year period at an
annual rate equal to one-half of the Annual Compensation paid, and (C) any
applicable employee benefits to which the Executive became entitled pursuant to
Section 3(e) before the date of his death. In addition,
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upon the death of the Executive, the Company shall continue to provide for 90
days, at the Company's expense, the same level of health insurance and other
benefits for the Executive's eligible dependants as the Company provided for
them at the time of the Executive's death.
5. Confidential Information.
(a) Acknowledgment. The Executive acknowledges that his
employment by the Company will bring him into close contact with confidential
proprietary information of the Company, including information regarding costs,
profits, markets, sales, products, key personnel, pricing policies, operational
methods, other business methods, plans for future developments, and other
information not readily available to the public, the disclosure of which to
third parties would in each case have a material adverse effect on the Company's
business operations ("Confidential Information").
(b) Agreement Regarding Confidentiality. The Executive will
keep secret all Confidential Information and will not intentionally disclose
Confidential Information to anyone outside of the Company other than in the
course of performance of his duties under this Agreement either during or after
the termination of his employment hereunder except that (i) the Executive shall
have no such obligation to the extent Confidential Information is or becomes
publicly known other than as a result of the Executive's breach of his
obligations hereunder and (ii) the Executive may disclose such matters to the
extent required by applicable laws, or governmental regulations or judicial or
regulatory processes.
(c) Return of Records. The Executive will deliver promptly to
the Company on termination of his employment by the Company, or at any other
time the Board may so request, all memoranda, notes, records, reports and other
documents (and all copies thereof) relating to the Company's business that be
obtained while employed by, or otherwise serving or acting on behalf of, the
Company and that he may then possess or have under his control. In the event the
Executive fails to comply with his obligations under this Section 5(c), the
Company shall be entitled to injunctive relief enforcing such obligations to the
extent reasonably necessary to protect the Company's legitimate interests.
6. Noncompetition.
(a) Restrictions on Competitive Activity. During the
Executive's active employment under this Agreement and for a period of
twenty-four (24) months following the termination of Executive's employment for
any reason the Executive will not, without the prior written approval of a
majority of the members of the Board (not including the Executive), (i) engage
directly or indirectly in, or become employed by, serve as an agent, consultant
or representative to. or become an officer, director, partner, principal or
stockholder of, or provide any services to any partnership, corporation or other
entity which is primarily engaged in the serviced office business (or if the
entity operates serviced offices as some part of its business that division of
the business that is competitive with the Company) in any city (domestic or
international) in which the Company is engaged or taken active steps to become
engaged at the time such relationship is entered into with such competitive
entity, (ii) directly or indirectly seek,
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solicit or accept for employment or retention as an independent contractor by
any such entity any person who was employed or retained as an independent
contractor by the Company during the Executive's active employment under this
Agreement, or (iii) directly or indirectly seek, solicit or accept the serviced
office business of any person, entity, association or group of any kind that was
a customer, client or actively solicited prospective customer or client of the
Company during the Executive's active employment under this Agreement. As long
as the Executive does not engage in any other activity prohibited by this
Section 6(a), the Executive's ownership of less than 1% of the issued and
outstanding stock of any corporation whose stock is traded on an established
securities market shall not constitute an activity prohibited under this Section
6(a). In the event the Executive competes with the Company in violation of this
Section 6a), the Company shall be entitled to injunctive relief enforcing the
provisions of this Section, regardless of whether the Company is also entitled
to damages.
(b) Compensation Adjustments. If the Executive competes with
the Employer in violation of Section 6(a) following the delivery of a notice of
termination pursuant Section 4(a)(i) or Section 4(b)(ii), (i) first, to the
extent that Annual Compensation and Cash Incentive Compensation remains to be
paid to the Executive, the total Annual Compensation and Cash Incentive
Compensation payable to the Executive pursuant to such sections shall be reduced
by the total amount of compensation received by the Executive by reason of such
competitive activity with respect to the twenty-four (24)- month period
following the delivery of the applicable notice of termination, and (ii) second,
to the extent that the reductions in clause (i) were less than the amount of
compensation received by the Executive by reason of such competitive activity
with respect to the twenty-four (24) month period following the delivery of the
applicable notice of termination and to the extent compensation has been paid to
the Executive pursuant to Section 4(a)(i) or Section 4(b)(ii) without reduction
pursuant to this Section 6(b), the Executive shall repay to the Company an
amount equal to the lesser of (y) the total amount of compensation received by
the Executive by reason of such competitive activity with respect to such twenty
four (24) month period less the amount of reductions pursuant to clause (i), and
(z) the total amount of compensation received by the Executive hereunder with
respect to such twenty four (24) month period.
7. Indemnification; D&O Insurance.
(a) Indemnification. The Executive shall be entitled in
connection with his employment under this Agreement to the benefit of the
indemnification provisions contained on the date hereof in the Articles of
Incorporation and By-Laws of the Company, as the same may hereafter be amended
(not including any amendments or additions that limit or narrow, but including
any that add to or broaden, the protection afforded to the Executive), to the
fullest extent permitted by applicable law. The Company shall in addition cause
the Executive to be indemnified in accordance with Section 145 of the Delaware
General Corporation Law to the fullest extent permitted by such section, to the
extent required to make the Executive whole in connection with any loss, cost or
expense indemnifiable thereunder.
(b) D&O Insurance. The Company shall use its best efforts to
continue to maintain (with reputable and financially sound insurers) on
reasonable business terms one or
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more directors' and officers' liability insurance policies that cover the
Executive at a level that is commercially reasonable (in light of the Company's
business and the risks of litigation or claims).
8. Miscellaneous.
(a) Integration; Amendment. This Agreement constitutes the
entire agreement among the parties hereto with respect to the matters set forth
herein and supersedes and renders of no force and effect all prior
understandings and agreements among the parties with respect to the matters set
forth herein. No amendments or additions to this Agreement shall be binding
unless in writing and signed by the Executive and the Company.
(b) Assignment. The Company may assign this Agreement to any
successor by operation of law or purchaser of all or substantially all of the
assets of the Company. The Executive may not assign this Agreement or any right
or interest therein, whether by operation of law or otherwise, without the prior
written consent of the Company.
(c) Severability. If any part of this Agreement is contrary
to, prohibited by, or deemed invalid under applicable law or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited, or invalid, but the remainder of this Agreement shall not be invalid
and shall be given full force and effect so far as possible.
(d) Waivers. The failure or delay of any party at any time to
require performance by any other party of any provision of this Agreement, even
if known, shall not affect the right of such party to require performance of
that provision or to exercise any right, power, or remedy hereunder, and any
waiver by any party of any breach of any provision of this Agreement shall not
be construed as a waiver of any continuing or succeeding breach of such
provision, a wavier of the provision itself, or a waiver of any right, power, or
remedy under this Agreement. No notice to or demand on any party in any case
shall, of itself, entitle such party to any other or further notice or demand in
similar or other circumstances.
(e) Power and Authority. The Company represents and warrants
to the Executive that it has the requisite corporate power to enter into this
Agreement and perform the terms hereof; and that the execution, delivery and
performance of this Agreement by it has been duly authorized by all appropriate
corporate action.
(f) Burden and Benefit. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, personal and legal representatives, successors and, subject to
Section 6(b) above, assigns. Any provision of this Agreement which by its terms
requires performance beyond the term of this Agreement shall survive the term of
this Agreement in accordance with the terms of such provision.
(g) Time is of the Essence. Time is of the essence for all
purposes of this Agreement.
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(h) Governing Law; Headings. This Agreement and its
construction, performance, and enforceability shall be governed by, and
construed in accordance with, the laws of the State of Texas. Headings and
titles herein are included solely for convenience and shall not affect the
interpretation of this Agreement.
(i) Notices. All notices called for under this Agreement shall
be in writing and shall be deemed given upon receipt if delivered personally or
by facsimile transmission and followed promptly by mail, or mailed by registered
or certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice; provided that notices of a change of address shall be
effective only upon receipt thereof):
If to the Executive:
Xxxxxxx X. XxXxxxxxx
XXX XXXX XXXX
XXXXX, XXXXXX
If to the Company:
HQ Global Workplaces, Inc.
00000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx XX, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: General Counsel
Any notice delivered to the party hereto to whom it is addressed shall
be deemed to have been given and received on the day it was received; provided,
however, that if such day is not a business day then the notice shall be deemed
to have been given and received on the business day next following such day. Any
notice sent by facsimile transmission shall be deemed to have been given and
received on the business day next following the day of transmission.
(j) Counterparts. This Agreement may be executed in one or
more counterparts, each of which counterparts shall be deemed to be an original,
and all such counterparts shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement, or
caused this Agreement to be duly executed on their behalf, as of the date first
above written.
HQ GLOBAL WORKPLACES, INC.
By:
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Name:
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Title:
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HQ GLOBAL HOLDINGS, INC.
By:
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Name:
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Title:
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Xxxxxxx X. XxXxxxxxx
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