EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS EMPLOYMENT AGREEMENT AND NON-COMPETITION AGREEMENT
("Agreement") is made and entered into as of the 1st day of April, 1999, by
and between PRIMIS, INC., a Georgia corporation (the "Company"), and XXXXX
XXXXXXX, an individual ("Employee").
RECITAL:
Employee desires to be employed by the Company and the Company desires
to employ Employee on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed by and between the
parties hereto as follows:
1. EMPLOYMENT. The Company hereby employs Employee and Employee
accepts employment by the Company and agrees to serve the Company, upon the
terms and conditions hereinafter set forth.
2. TERM. Employee's employment shall be for a term commencing on
the date hereof and ending on April 30, 2003, unless Employee's employment
terminates prior thereto as provided in Section 7 (the "Term"). Thereafter, this
Agreement shall continue in full force and effect, except that Section 7 shall
no longer be applicable, and either party hereto may terminate Employee's
employment hereunder upon ninety (90) days prior written notice to the other.
3. DUTIES. Employee shall be employed by the Company as its
President and Chief Executive Officer. So long as he is employed hereunder,
Employee agrees to devote his full business time and energy to the business and
affairs of the Company, to perform his duties hereunder to the best of his
ability and at a level of competency consistent with the position occupied, to
act on all matters in a manner he reasonably believes to be in and not opposed
to the best interests of the Company, to use his best efforts, skill and ability
to promote the profitable growth of the Company, and to perform such other
duties as may be assigned to him by the Company's Chairman or by the Company's
Board of Directors ("Board") from time to time.
Employee may volunteer his service to charitable, business and other
public service agencies, clubs or organizations; provided, however, that such
volunteer activities shall not involve substantial amounts of Employee's time
and shall in no way interfere or detract from the performance of Employee's
duties to be performed hereunder.
4. COMPENSATION AND BENEFITS. For all services rendered by
Employee, the Company shall pay compensation and provide benefits to Employee as
follows:
A. SALARY. The Company shall pay Employee an annual
salary ("Salary") of Two Hundred Thousand Dollars ($200,000), payable not less
frequently than monthly. At least once every twelve (12) months the Board, or a
compensation committee made up of some of the members of the Board, shall review
Employee's Salary and make such adjustments to the Salary as it reasonably deems
appropriate, provided that the Salary shall not be reduced.
B. INCENTIVE CASH BONUS. Within seventy-five (75) days
after the end of the fiscal year 1999 of the Company, the Company shall
determine and, if appropriate, pay Employee a cash bonus (the "Incentive Cash
Bonus"), in an amount equal to thirty-seven and one half percent (37 1/2 %) of
Employee's Salary, determined by and in the reasonably exercised discretion of
the Board and based upon the Employee's achievement of specific goals concerning
the financial or other performance of the Company for the remainder of the
fiscal year 1999, as established by the Board after consultation with Employee.
Within seventy-five (75) days after the end of each fiscal year thereafter, the
Company shall determine, and if appropriate, pay Employee an Incentive Cash
Bonus, in an amount equal to fifty percent (50%) of Employee's Salary,
determined by and in the reasonably exercised discretion of the Board and based
upon the Employee's achievement of specific goals concerning the financial or
other performance of the Company for such fiscal year, established by the Board
prior thereto after consultation with Employee.
C. BUSINESS EXPENSES. The Company shall reimburse
Employee for his reasonable direct out-of-pocket ordinary and necessary
expenses, including trade association dues, if any, incurred by Employee in the
performance of his services hereunder and for which Employee properly accounts
in accordance with the Company's regulations and procedures in effect from time
to time.
D. ADDITIONAL BENEFITS. Employee shall be entitled to
participate (at the reasonable expense of the Company, where allowed under
applicable law) in any and all employee retirement, medical, life and disability
insurance, vacation and other benefits plans and perquisites as may be
established and in effect from time to time and made available to employees of
the Company.
5. STOCK OPTIONS. As of the date hereof, Company has granted to
Employee, pursuant to the terms of the Stock Option Agreement entered into by
the Company and Employee as of the date hereof substantially in the form
attached hereto as EXHIBIT A, an option to purchase 250,000 shares of common
stock of the Company at an exercise price of $4.00 per share, to vest as
follows: 83,333 of the option shares shall vest and Employee may exercise his
option to purchase such shares on and after April 1, 2001; 83,333 of the option
shares shall vest and Employee may exercise his option to purchase such shares
on and after April 1, 2002; and 83,334 of the option shares shall vest and
Employee may exercise his option to purchase such shares on and after April 1,
2003. Immediately after the closing of the Company's next round of private
equity financing (the "Measurement Date"), Employee's percentage ownership of
the Company ("Employee's Percentage Ownership") will be determined by the
Company in consultation with Employee on a fully diluted basis as if all
outstanding options to purchase shares of the Company had been exercised and
shares had been issued as a result thereof. If at any time and from time to time
after the
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Measurement Date and before the Company's initial public offering, the Company
issues equity securities of any kind (the term "equity securities" shall include
for these purposes any warrants, options or other rights to acquire equity
securities and debt securities convertible into equity securities) of the
Company (other than the issuance of securities (i) upon conversion of any such
equity securities, (ii) pursuant to the acquisition of another company or other
business entity by the Company by merger, purchase of substantially all of the
assets or other form of reorganization or (iii) pursuant to an employee stock
option plan, stock bonus plan, stock purchase plan, employment agreement, or
other management equity program), then, the Company shall: (a) give Employee a
written notice setting forth in reasonable detail (1) the designation and all of
the terms and provisions of the securities to be issued (the "Securities"),
(2) the price of such Securities, and (3) the amount of such Securities
issued; and (b) issue to Employee options to purchase a portion of the
Securities equal to Employee's Percentage Ownership determined as of the
Measurement Date at an exercise price equal to the purchase price of the
Securities made the subject of such options.
6. WITHHOLDING. The Company shall be authorized to deduct and
withhold from Employee's compensation such sums as are required by law to be
deducted and withheld.
7. EVENTS CAUSING TERMINATION OF EMPLOYMENT. Employee's
employment with the Company shall terminate prior to the expiration of the Term,
without further obligation on the part of the Company, except as provided in
this Agreement, upon the occurrence of any of the following events:
A. The voluntary resignation of Employee;
B. The death of Employee;
C. The discharge of Employee for neglect injurious to
the Company or willful misconduct, dishonesty or fraud on Employee's part in
connection with the performance of any duties hereunder;
D. The discharge of Employee for a material breach by
Employee of any of the terms of Sections 10, 11 or 13 of this Agreement;
E. The discharge of Employee upon a determination by the
Board, acting in good faith and with reasonable justification, that Employee's
performance in his position as President and Chief Executive Officer of the
Company has been unsatisfactory, after first having given written notice to the
Employee that the Employee's performance has been unsatisfactory (which notice
shall set forth in reasonable detail the nature of the unsatisfactory
performance), and Employee having failed to cure such unsatisfactory performance
within thirty (30) days thereafter to the reasonable satisfaction of the
Company;
F. The discharge of Employee upon a determination of the
Board, acting in good faith, that Employee has been unable, for any continuous
period of at least three (3) months, or for shorter
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periods aggregating three (3) months during any 12-month period, to perform his
duties hereunder by reason of injury, illness or other physical or mental
disability; or
G. The discharge of Employee for conviction of Employee
of a crime involving moral turpitude.
8. PAYMENTS TO EMPLOYEE UPON TERMINATION OF EMPLOYMENT.
A. Subject to the provisions of Sections 8(B) and 8(C)
below, in the event Employee's employment with the Company shall terminate
during the Term for any of the reasons set forth in Section 7, or thereafter
pursuant to Section 2: [i] Employee's Salary shall be prorated and paid through
the date of termination; and [ii] all unvested options to purchase Common Stock
of the Company shall cease and terminate as of the date of termination.
B. In the event of Employee's termination pursuant to
Section 7(B) or 7(F) hereof, Employee shall be entitled to receive, at such time
as it would otherwise be payable, any Incentive Cash Bonus which would have been
payable, based upon the Company's performance over the full fiscal year,
prorated for that portion of the fiscal year during which the Employee was
employed by the Company.
C. In the event of Employee's termination pursuant to
Section 7(F), the Company agrees to continue to pay Employee his full Salary
during such period of disability, said payments to continue for a maximum of six
(6) months. Thereafter, Employee shall be paid such disability benefits as may
be paid pursuant to the disability insurance, if any, provided to Employee by
the Company pursuant to Section 4(D) of this Agreement.
D. In the event of Employee's termination of employment
prior to the expiration of the Term, for any reason other than those set forth
in Section 7 of this Agreement, the Company shall pay Employee [i] in equal
monthly installments for a period of twelve (12) months from the date of
termination, an amount, in the aggregate, equal to one half (50%) of Employee's
Salary in effect on the date of termination, and [ii] at such time as it
otherwise would have been payable, the Incentive Cash Bonus, if any, which would
have been payable, based upon the Company's performance over the full fiscal
year, prorated for that portion of the fiscal year during which Employee was
employed by the Company.
9. CHANGE IN CONTROL.
A. Notwithstanding Sections 7 and 8 of this Agreement to
the contrary, if Employee's employment with the Company and/or its subsidiaries
or a successor is terminated by the Company within twelve (12) months following
a Change in Control, as defined herein, (i) for any reason (unless such
termination is pursuant to Section 7 of this Agreement) or (ii) by Employee for
Good Reason (as defined herein), Employee shall be entitled to the following
compensation and benefits:
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[1] the Company shall pay to Employee all of
Employee's compensation earned or accrued through the date of termination but
not paid as of the date of termination, including base salary in effect as of
the date of termination, vacation pay, and any incentive compensation which has
been awarded or allocated to Employee for a fiscal year preceding the
termination date but has not yet been paid; and
[2] the Company shall pay Employee [i] in equal
monthly installments for a period of twelve (12) months from the date of
termination, an amount, in the aggregate, equal to one half (50%) of Employee's
Salary in effect on the date of termination, and [ii] at such time as it
otherwise would have been payable, the Incentive Cash Bonus, if any, which would
have been payable, based upon the Company's performance over the full fiscal
year, prorated for that portion of the fiscal year during which Employee was
employed by the Company.
B. CHANGE IN CONTROL. The term "Change in Control" shall
have the same meaning as contained in Employee's Stock Option Agreement dated
the date hereof.
C. GOOD REASON. The term "Good Reason" means the
occurrence after a Change in Control of any of the following events or
conditions:
[1] a significant adverse change in Employee's
duties or responsibilities from those in effect at any time within ninety (90)
days preceding the date of a Change in Control or a change in Employee's
reporting responsibilities or offices as in effect immediately before a Change
in Control (it being understood that the failure of Employee to have duties or
responsibilities after the Change in Control comparable to those in effect
immediately before the Change in Control shall constitute a significant adverse
change in duties or responsibilities);
[2] a reduction in Employee's base salary or the
failure by the Company to increase Employee's base salary each year after a
Change in Control by an amount which at least equals, on a percentage basis, the
mean average percentage increase in base salary for all officers of the Company
during the two (2) full calendar years immediately preceding a Change in
Control;
[3] the Company's failure to provide employee
benefits to Employee which are comparable to those provided to similarly
situated employees of the Company;
[4] the taking of any action by the Company or
successor not required by law which would adversely affect Employee's
participation in or materially reduce Employee's benefits under any benefit,
compensation or bonus plan or arrangement in which Employee is participating
immediately preceding the Change in Control, or deprive Employee of any material
fringe benefit enjoyed by Employee at the time of the Change in Control; or
[5] removal of Employee from the Company's Board
of Directors.
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10. COVENANTS NOT TO SOLICIT OR COMPETE.
A. NON-COMPETITION. Employee recognizes one of the
inducements for the Company to enter into this agreement of employment is the
understanding that there will be no competition or interference, directly or
indirectly, for a period of time after the termination of his employment with
the Company. Employee further recognizes and acknowledges that, in consideration
of the scope of the business of the Company and the value of the services
Employee provides to the Company as its President and Chief Executive Officer,
and, to protect the Company's legitimate interests, Employee's covenant not to
compete must include all of the areas where the Company currently does business,
which areas include Alabama, Arizona, California, Florida, Georgia, Maryland,
North Carolina, Ohio and Virginia (collectively, the "Territory"), to the extent
hereafter Employee actively performs, supervises or assists in the Company's
business in such areas or has material contact with customers of the Company
within such areas. In consideration of the covenants herein, Employee agrees
that for the period he is employed by the Company (whether during the Term or
after the Term ends) and for a two-year period immediately following the
termination of his employment with the Company for any reason whatsoever, he
shall not, within the Territory, in any manner, directly or indirectly or by
assisting others, engage in any business which is the same or essentially the
same as the business of the Company, such business being the business of real
estate information services, including commercial and residential real estate
appraisals, title exams, flood certifications and credit reports, as a manager,
supervisor, administrator, executive, senior or management level employee,
owner, proprietor, shareholder or consultant; provided that Employee shall not
be restricted from owning less than 5% of the outstanding shares of a company
whose shares are publically traded.
B. NON-SOLICITATION. Employee agrees that for the period
he is employed by the Company (whether during the Term or after the Term ends)
and for a two-year period immediately following the termination of his
employment with the Company for any reason whatsoever, he shall not (other than
in the regular course of the Company's business), within the Territory, solicit,
directly or indirectly, business of the type then being performed by the Company
from any person, partnership, corporation or other entity which [a] is a
customer of the Company within the Territory at the time Employee's employment
with the Company terminates, including an actively sought prospective customer,
or [b] was such a customer within the two-year period immediately prior thereto,
provided that in the case of either [a] or [b], Employee had material contact
with such customer during and as a part or result of his employment with the
Company.
11. NON-INDUCEMENT AND NON-DISCLOSURE.
A. NON-INDUCEMENT. Employee agrees that for the period
he is employed by the Company (whether during the Term or after the Term ends)
and for a two-year period immediately following the termination of his
employment with the Company for any reason whatsoever, he shall not directly or
indirectly, individually or on behalf of persons not parties to this Agreement,
aid or endeavor to
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solicit or induce any of the Company's employees to leave their employment with
the Company in order to accept employment with Employee or another person,
partnership, corporation or other entity.
B. NON-DISCLOSURE. At no time shall Employee divulge,
furnish or make accessible to anyone (other than in the regular course of the
Company's business) any knowledge or information with respect to confidential
information or data of the Company, or with respect to any confidential
information or data of any of the customers of the Company, or with respect to
any other confidential aspect of the business or products or services of the
Company or its customers.
12. INJUNCTIVE RELIEF FOR BREACH: ENFORCEABILITY. Employee agrees
that Company may not be adequately compensated by damages for a breach by
Employee of any of the covenants contained in Sections 10 and 11, and that, in
addition to all other remedies, the Company shall be entitled to injunctive
relief and specific performance. In such event, the periods of time referred to
in Sections 10 and 11 shall be deemed extended for a period equal to the
respective period during which Employee is in breach thereof, in order to
provide for injunctive relief and specific performance for a period equal to the
full term thereof. The covenants contained in Sections 10 and 11 shall be
construed as separate covenants, and if any court shall finally determine that
the restraints provided for in any such covenants are too broad as to the
geographic area, activity or time covered, said area, activity or time covered
may be reduced to whatever extent the court deems reasonable and such covenants
shall be enforced as to such reduced area, activity or time and Employee
expressly agrees that this Agreement, as so amended, shall be valid and binding.
Employee shall indemnify and hold Company harmless from any liability,
loss, damage, judgment, cost or expense (including reasonable attorneys' fees
and expenses) arising out of any claim or suit resulting from Employee's breach
of these covenants and his failure to perform a duty hereunder.
13. PROPRIETARY RIGHTS.
A. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At
all times during the term of his employment and thereafter, Employee will hold
in strictest confidence and will not disclose, use, lecture upon or publish any
of the Company's Proprietary Information (defined below), except as such
disclosure, use, lecture or publication may be required in connection with his
work for the Company, or unless the Chairman or the Board of Directors of the
Company expressly authorizes such in writing. Employee shall and hereby does
assign to the Company any rights he may have or acquire in such Proprietary
Information and recognizes that all Proprietary Information shall be the sole
property of the Company and its assigns and that the Company and its assigns
shall be the sole owner of all patent rights, copyrights, trade secret rights
and all other rights throughout the world (collectively, "Proprietary Rights")
in connection therewith. The term "Proprietary Information" shall mean trade
secrets, confidential knowledge, data or any other proprietary information of
the Company which the Company treats as confidential with respect to the general
public. By way of illustration but not limitation, "Proprietary Information"
includes (a) inventions, trade secrets, ideas, processes, formulas, data,
programs, other works
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of authorship, know-how, improvements, discoveries, developments, designs and
techniques relating to the business or proposed products of the Company and
which were learned or discovered by Employee during the term of his employment
with the Company (hereinafter collectively referred to as "Inventions"); and (b)
information regarding plans for research, development, new products and
services, marketing and selling, business plans, budgets and unpublished
financial statements, licenses, prices and costs, suppliers and customers which
were learned or discovered by him during the term of his employment with the
Company, and information regarding the skills and compensation of other
employees of the Company. For purposes of this Agreement, the term "Proprietary
Information" shall not include information that Employee can show by competent
proof [i] was known to Employee prior to disclosure by the Company; [ii] was
generally known to the public at the time Company disclosed the information to
Employee; [iii] became generally known to the public after disclosure by the
Company through no act or omission of Employee; or [iv] was disclosed to
Employee by a third party having a bona fide right both to possess the
information and to disclose it to Employee.
B. THIRD PARTY INFORMATION. Employee understands, in
addition, that the Company may from time to time receive from third parties
confidential or proprietary information ("Third Party Information") subject to a
duty of the Company's part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the term of his
employment and thereafter, Employee will hold Third Party Information in the
strictest confidence and will not disclose (to anyone other than Company
personnel who need to know such information in connection with their work for
the Company) or use, except in connection with his work for the Company, Third
Party Information unless expressly authorized by the Chairman or the Board of
Directors of the Company in writing.
C. ASSIGNMENT OF INVENTIONS.
[1] Employee shall and hereby does assign to the
Company all his right, title and interest in and to any and all Inventions (and
all Proprietary Rights with respect thereto) whether or not patentable or
registrable under copyright or similar statutes that were made or conceived or
reduced to practice or learned by him, either alone or jointly with others,
during the period of his employment with the Company.
[2] Employee shall and hereby does acknowledge
that all original works of authorship which are made by him (solely or jointly
with others) during the term of him employment with the Company and that are
within the scope of his employment and which are protectable by copyright are
"works made for hire," as that term is defined in the United States Copyright
Act (17 U.S.C., Section 1201). Inventions assigned to or as directed by the
Company by this Section 13.C are hereinafter referred to as 'Company
Inventions."
D. ENFORCEMENT OF PROPRIETARY RIGHTS. Employee will
assist the Company in every proper way to obtain and from time to time enforce
United States and foreign Proprietary Rights relating to Company Inventions in
any and all countries. To that end he will execute, verify and deliver such
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documents and perform such other acts (including appearances as a witness) as
the Company may reasonably request for use in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the
assignment thereof. In addition, Employee will execute, verify and deliver
assignments of such Proprietary Rights to the Company or its designee.
Employee's obligation to assist the Company with respect to Proprietary Rights
relating to such Company Inventions in any and all countries shall continue
beyond the termination of his employment, but the Company shall compensate him
at a reasonable rate after Employee's termination for the time actually spent by
him at the Company's request on such assistance. In the event the Company is
unable for any reason, after reasonable effort, to secure Employee's signature
on any document needed in connection with the actions specified in the
preceding, Employee hereby irrevocably designates and appoints the Company and
its duly authorized officers and agents as his agent and attorney in fact, to
act for and in his behalf to execute, verify and file any such documents and to
do all other lawfully permitted acts to further the purposes of the preceding
paragraph thereon with the same legal force and effect as if executed by
Employee. Employee hereby waives and quitclaims to the Company any and all
claims, of any nature whatsoever, which he now or may hereafter have for
infringement of any Proprietary Rights assigned hereunder to the Company.
E. OBLIGATION TO KEEP COMPANY INFORMED.. During the
period of his employment, Employee will promptly disclose to the Company fully
and in writing and will hold in trust for the sole right and benefit of the
Company any and all Inventions. In addition, after termination of his
employment, Employee will disclose all patent and copyright applications filed
by him within three (3) years after termination of employment.
F. PRIOR INVENTIONS. Inventions, if any, patented or
unpatented, which Employee made prior to the commencement of his employment with
the Company are excluded from the scope of this Agreement.
G. RETURN OF COMPANY DOCUMENTS. When Employee leaves the
employ of the Company, he will deliver to the Company all drawings, notes,
memoranda, specifications, devices, formulas, and documents, together with all
copies thereof, and any other material containing or disclosing any Company
Invention, Third Party Information or Proprietary Information of the Company.
Employee further agrees that any property situated on the Company's premises and
owned by the Company, including disks and other storage media, filing cabinets
or other work areas, is subject to inspection by Company personnel at any time
with or without notice.
H. LEGAL AND EQUITABLE REMEDIES. Because Employee's
services are personal and unique and because Employee may have access to and
become acquainted with the Proprietary Information of the Company, the Company
shall have the right to enforce this Section 13; of the Agreement and any of its
provisions by injunctions, specific performance or other equitable relief,
without bond, without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.
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14. NOTICES. All notices and other communications hereunder shall
be in writing and shall be given or made by hand delivery, or by certified or
registered mail, return receipt requested, postage prepaid, or by telegram, as
follows, or to such other person or address as shall be hereafter designated by
notice given in accordance with this Section:
A. If to the Company: Primis, Inc.
Attn: J. Xxxxx Xxxxxxx
Suite 1220
00 Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
With a copy to: Xxxxx, Tarrant & Xxxxx
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
B. If to Employee: Xxxxx __. Xxxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Any notice or other communication hereunder shall be deemed to have been duly
given or made if made by hand, when delivered against receipt therefor or when
attempted delivery shall be rejected, as the case may be, if made by letter,
upon deposit thereof in the mail, postage prepaid, registered or certified, with
return receipt requested, and if made by telegram, facsimile or reputable
overnight courier when sent. Notwithstanding the foregoing, any notice or other
communication hereunder which is actually received by a party hereto shall be
deemed to have been duly given or made to such party.
15. MISCELLANEOUS.
A. ASSIGNMENT. This is a contract for personal services
by Employee and may not be assigned by Employee. This Agreement shall inure to
the benefit of and be binding upon the Company and its successors and assigns.
B. WAIVER OF BREACH. Failure or delay by either party to
insist upon compliance with any provision hereof shall not operate as, and is
not to be construed as, a waiver or amendment of such provision. The waiver by
either party of a breach of any provision of this Agreement by the other shall
not operate or be construed as a waiver of any subsequent breach, whether
occurring under similar or dissimilar circumstances.
C. ENTIRE AGREEMENT: CANCELLATION OF PRIOR AGREEMENTS.
This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof. It may not be changed orally, but only by an amendment in
writing signed by the parties hereto. All prior agreements or
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understandings concerning Employee's employment by the Company are hereby
canceled and superseded by this Agreement.
D. SEVERABILITY. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of the remainder of this Agreement.
E. HEADINGS. The headings contained in this Agreement
are for convenience only and shall not be deemed a part of this Agreement in
construing or interpreting the provisions hereof.
F. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Georgia. The
prevailing party in any action to enforce this Agreement shall be entitled to
attorneys' fees form the non-prevailing party.
G. REMEDIES. In accordance with O.C.G.A. Section 9-9-2
(c)(9), as evidenced by the parties affixing their initials to this Section
15.G, any controversy arising out of, or relating to, this Agreement or any
modification or extension of this Agreement, including any claim for damages,
recission, specific performance or other legal or equitable relief, shall be
settled by arbitration in the City of Atlanta, State of Georgia, in accordance
with the rules then obtaining of the American Arbitration Association. The
determination of the arbitrator when made shall be binding upon all parties
bound by the terms of this Agreement. Judgment upon the award rendered by the
arbitrator may be entered in any court of competent jurisdiction. The foregoing
notwithstanding, the Company shall have the right to seek injunctive relief form
any court of competent jurisdiction in the event of any breach or threatened
breach of Sections 10, 11 or 13 of this Agreement. Initials: Company:
_______________; Employee: _______________.
H. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day, month and year first above written.
PRIMIS, INC.
By:____________________________________
Title:_________________________________
("Company")
---------------------------------------
XXXXX __. XXXXXXX
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("Employee")
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EXHIBIT A
STOCK OPTION AGREEMENT
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