EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made and entered into this 10th day of October
1996, by and between CD WAREHOUSE, INC., a Delaware corporation ("the Company"),
and Xxxxx X. XxxXxxxxx, an individual ("the Executive").
RECITALS
WHEREAS, the Company desires to be assured of the association and services
of the Executive and to enter into an agreement embodying the terms of such
employment ("Agreement"); and
WHEREAS, the Executive is willing and desires to be employed by the Company
and enter into such Agreement.
NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as follows:
ARTICLE I
EMPLOYMENT
1.1 AGREEMENT TO EMPLOY. Upon the terms and subject to the conditions
of this Agreement, the Company hereby agrees to employ the Executive as
Vice-President Company Store Operations and as the President of the
Company's wholly owned subsidiary, CD Management, Inc., subject to the
supervision and direction of the Company's Chief Executive Officer ("Chief
Executive Officer") or his designee and the Board of Directors ("Board") or
the Board of Directors of CD Management, Inc. as appropriate, and the
Executive hereby agrees to become employed by the Company and CD Management,
Inc.
1.2 TERM OF EMPLOYMENT. The term of this Agreement will be for a period
of one (1) year commencing on the effective date hereof and will automatically
renew for successive one (1) year terms, unless terminated earlier pursuant to
Article 7 below ("Employment Period"), provided however, that the Executive's
obligations in Section 6 and Section 8 below will continue in effect after such
termination.
1.3 EFFECTIVE DATE. This Agreement will be effective as of the closing
date of the Company's initial public offering. If the closing of the Company's
initial public offering does not occur on or before February 28, 1997, this
Agreement will not become effective and will be of no further force and effect
unless mutually extended by the parties in writing.
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ARTICLE II
COMPENSATION
2.1 BASE SALARY. For all services rendered by the Executive under this
Agreement, including service as the President of CD Management, Inc., the
Company will pay the Executive a base salary of $100,000 per year ("Base
Salary"). The Company's Chief Executive Officer or his designee will annually
review the Executive's Base Salary in light of competitive practices, the base
salaries paid to other executive officers of the Company and the performance of
the Executive, the Company and CD Management, Inc., and may, in his sole
discretion, increase such Base Salary by an amount he determines to be
appropriate. The Executive's Base Salary (as set forth above or as may be
increased from time to time) will not be reduced. No such change will in any
way abrogate, alter, terminate or otherwise affect the other terms of this
Agreement. The Company will pay the Executive his Base Salary not less
frequently than in equal biweekly installments in arrears.
2.2 ANNUAL TARGET BONUS PLAN. In the Chief Executive Officer's or his
designee's sole discretion, during the term of the Executive's Employment
Period, the Executive will have the opportunity to receive an annual bonus
("Annual Target Bonus"), beginning at and equal to,, 25% of his Base Salary,
with open ended incremental increases commensurate with length of service and
performance after the first year. The Annual Target Bonus earned will be
awarded based upon the performance of the Executive and the Company against
annual target objectives established jointly by the Chief Executive Officer
and/or Board of Directors and the Executive. Any Annual Target Bonus payable
under this Paragraph 2.2 will be paid to the Executive as soon as practicable
following a fiscal year.
2.3 LONG-TERM INCENTIVE COMPENSATION. During the Employment Period, the
Executive will participate in all of the Company's existing and future long-term
incentive compensation programs for key executives at a level commensurate with
his position at the Company and consistent with the Company's then current
policies and practices, as determined in good faith by the Board or a committee
thereof.
ARTICLE III
BENEFITS, PERQUISITES AND EXPENSES
3.1 BENEFITS. During the Employment Period, the Executive will be
eligible to participate in (a) each welfare benefit plan sponsored or maintained
by the Company, including, without limitation, each group life, hospitalization,
medical, dental, health, accident or disability insurance or similar plan or
program of the Company, and (b) each pension, retirement, deferred compensation
or savings plan sponsored or maintained by the Company, in each case, whether
now existing or established hereafter, to the extent that the Executive is
eligible to participate in any such plan under the generally applicable
provisions thereof. Nothing in this Paragraph 3.1 will limit the Company's
right to amend or terminate any such plan in accordance with the procedures set
forth therein.
3.2 VACATION. During the Employment Period, the Executive will be
entitled to sick leave and two (2) weeks, increasing based on length of service
to a maximum of four (4) weeks, paid
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vacation annually as is generally provided to other senior officers of the
Company in accordance with the then current policies and practices of the
Company.
3.3 EXPENSES. (a) BUSINESS EXPENSES. The Executive will be reimbursed
for all reasonable "out-of-pocket" business expenses for business travel and
business entertainment incurred in connection with the performance of his duties
under this Agreement (i) so long as such expenses constitute business deductions
from taxable income for the Company and is excludable from taxable income to the
Executive under the governing laws and regulations of the Internal Revenue Code
of 1986, as amended (the "Code") (provided, however, that the Executive will be
entitled to full reimbursement in any case where the Internal Revenue Service
may, under Section 274(n) of the Code, disallow to any such company 50% of meals
and entertainment expenses); and (ii) to the extent such expenses do not exceed
the amounts allocable for such expenses in budgets that are approved from time
to time by the board of directors of the Company or CD Management, Inc., as
applicable. The reimbursement of the Executive's business expenses will be made
upon monthly presentation to, and approval by, the Chief Executive Officer of
the Company or Chairman of the Board of Directors of CD Management, Inc. as
applicable, of valid receipts and other appropriate documentation for such
expenses.
(b) AUTOMOBILE EXPENSES. The Company will pay the Executive $750 per
month in arrears to cover the Executive's use (including all associated
expenses) of his automobile for the Company's business.
ARTICLE IV
INDEMNIFICATION
4.1 INDEMNIFICATION. (a) RIGHT TO INDEMNIFICATION. During the
Employment Period, the Company will indemnify the Executive and hold the
Executive harmless from and against any claim, loss or cause of action arising
from or out of the Executive's performance as an officer, director, or employee
of the Company or its subsidiaries, if any, or in any other capacity, including
any fiduciary capacity, in which the Executive serves at the request of the
Company to the maximum extent permitted by the Delaware General Corporation Act
and the Company's Certificate of Incorporation and By-Laws ("Governing
Documents"), provided that in no event will the protection afforded to the
Executive hereunder be less than that afforded under the Governing Documents as
in effect at the time this Agreement becomes effective.
(b) CULPABLE ACTION:
(i) Notwithstanding the provisions of Paragraph 4.1(a), the
Executive will not be entitled to indemnification if (A) the Company is
prohibited from paying such indemnification under applicable law, or
(B) the Executive's actions or omissions involved intentional
misconduct or knowing violation of law (any existence or occurrence
described in the foregoing clauses (A) and (B), individually, is a
"Culpable Action").
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(ii) The existence or occurrence of a Culpable Action will be
conclusively determined by a non-appealable, final decision of the
court having jurisdiction over the applicable proceeding. Such
determination will be final and binding upon the parties hereto.
(iii) If a proceeding involves more than one claim, issue or
matter, the determination as to whether a Culpable Action exists or
has occurred will be severable as to each and every claim, issue and
matter.
(iv) The termination of any proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, does not affect the provisions of Paragraph 4.1(a) for
indemnification hereunder and does not create a presumption that there
exists a Culpable Action.
(c) PAYMENT OF COSTS. The reasonable costs incurred by the Executive
in connection with any proceeding based on this Agreement, including any
proceeding brought pursuant to Paragraph 4.1(a) and Paragraph 4.1(b)(ii),
will be paid by the Company on an "as incurred" basis; provided, however,
that if it will ultimately be determined that there exists or has occurred
a Culpable Action with respect to such proceeding, the Executive will repay
to the Company the amount (or the appropriate portion thereof as
contemplated by Paragraph 4.1(b)(iii)) so advanced, including the costs of
obtaining a determination pursuant to Paragraph 4.1(b)(ii).
ARTICLE V
SCOPE OF DUTIES
5.1 ASSIGNMENT OF DUTIES. The Executive will have such duties as may be
assigned to him from time to time by the Chief Executive Officer, his designee
or the Board of the Company or CD Management, Inc. commensurate with the
Executive's experience and responsibilities in the position for which he is
employed pursuant to Article 1 above. Such duties will be exercised subject to
the control and supervision of the Chief Executive Officer or his designee and
the Board of the Company or CD Management, Inc. as appropriate.
5.2 GENERAL SPECIFICATION OF DUTIES. The Executive, during the term
hereof, will be responsible for performing all services, acts, or things
necessary or advisable to manage and conduct the business of the Company
consistent with the position of Vice-President of Company Store Operations and
the President of CD Management, Inc. subject to such policies and procedures as
may be established by the Chief Executive Officer or his designee and/or the
Board of the Company or CD Management, Inc. as appropriate.
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ARTICLE VI
NONSOLICITATION, CONFIDENTIALITY AND NONCOMPETITION
6.1 THE EXECUTIVE'S DEVOTION OF TIME. The Executive hereby agrees to
devote his full time, abilities and energy to the faithful performance of the
duties assigned to him and to the promotion and forwarding of the business
affairs of the Company and CD Management, Inc., and not to divert any business
opportunities from the Company to himself or to any other person or business
entity.
6.2 CONFLICTING ACTIVITIES. The Executive will not, during the term of
this Agreement, be engaged in any other business activity without the prior
written consent of the Board, provided however, that this restriction will not
be construed as preventing the Executive from investing his personal assets in
purely passive investments in business entities which are not in competition
with the Company, its subsidiaries or affiliates. Provided, however, that
nothing in Section 6.1 or 6.2 shall prevent Executive from continuing the
accounting services of Xxxxx XxxXxxxxx & Co., so long as Executive faithfully
performs his duties to the Company and CD Management, Inc.
6.3 HONORING OBLIGATIONS TO PREVIOUS EMPLOYER(S). The Executive has
not and will not breach any lawful obligations owed or owing by him to any his
former employers or of the limited partnerships for which he has acted as
general partner.
6.4 CONFIDENTIALITY. Without the prior written consent of the Company,
except to the extent required by an order of a court having competent
jurisdiction or under a subpoena from an appropriate government agency, the
Executive will not communicate or disclose to any third person, or use for the
benefit of himself or any third person, (a) trade secrets, customer or supplier
lists or information, marketing plans, sales plans, management organization
information (including data and other information relating to members of the
Board and management), operating policies or manuals, business plans, processes
and techniques, financial records, or other financial, commercial, or business
information relating to the Company or its investors or the purchase and sale of
its securities or any of its subsidiaries, or (b) information designated as
confidential or proprietary that the Company or its subsidiaries, if any, may
receive from its suppliers, customers or others who do business with the Company
or any of its subsidiaries (collectively, "Confidential Information") to any
third person unless such Confidential Information has been previously disclosed
to the public by the Company or is in the public domain (other than by reason of
the Executive's breach of this Paragraph 6.4).
6.5 THE COMPANY PROPERTY. The Executive hereby agrees that all documents,
reports, plans, proposals, marketing and sales plans, client lists, client files
and materials made by him or by the Company and its subsidiaries are the
properties of such entity and will not be used by him in any way adverse to the
Company's interests. The Executive will not deliver, reproduce or in any way
allow such documents or things to be delivered or used by any third party
without specific written direction or written consent of the Board of the
Company or CD Management, Inc as appropriate. The Executive hereby assigns to
the Company any rights which he may have in any
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such trade secret or proprietary information. Further, except as expressly
provided herein, promptly following the Executive's termination of
employment, the Executive will return to the Company or CD Management, Inc.
all property, documents or papers used or owned by the Company or CD
Management, Inc., and all copies, abstracts or summaries thereof in the
Executive's possession or under his control.
6.6 NONSOLICITATION OF EMPLOYEES. During the Employment Period and the
two-year period following any termination of the Executive's employment, the
Executive will not directly or indirectly solicit, encourage or induce any
employee of the Company or any of its subsidiaries to terminate employment with
such entity, and will not directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise, employ or offer employment to
any person who is or was employed by the Company or a subsidiary thereof unless
such person will have ceased to be employed by such entity for a period of at
least six months.
6.7 COMPETITION WITH THE COMPANY OR CD MANAGEMENT, INC.. The Executive
agrees that during the term of the Executive's Employment Period and for a two
year period of time thereafter will not, directly or indirectly, for his own
benefit or on behalf of others, compete, or be an officer, director, employee or
holder of more than 5% of the capital stock or other equity interest of any
corporation or other entity which competes with the Company or any of its
subsidiaries at the date of his termination from the Company ("Competitive
Activity"). The limitations imposed by this Paragraph 6.7 will extend to all
geographic areas in which the Company or CD Management, Inc. conducts business
at the date of termination of the Executive's employment by the Company. If
Executive becomes affiliated with a franchise or franchisees of the Company
after the termination of his employment by the Company, it will not be deemed a
competitive activity.
6.8 INJUNCTIVE RELIEF AND OTHER REMEDIES WITH RESPECT TO COVENANTS. The
Executive acknowledges and agrees that the covenants and obligations of the
Executive with respect to nonsolicitation, confidentiality, the Company or CD
Management, Inc. property, noncompetition, and conflicting activities, relate
to special, unique and extraordinary maters and that a violation of any of the
terms of such covenants and obligations will cause the Company and/or CD
Management, Inc. irreparable injury for which adequate remedies are not
available at law. Therefore, the Executive agrees that the Company and/or CD
Management, Inc. will (a) be entitled to an injunction, restraining order or
such other equitable relief (without the requirement to post a bond) restraining
the Executive from committing any violation of the covenants and obligations
contained in this Article 6 and (b) have no further obligation to make any
payments to the Executive hereunder following any material violation of the
covenants and obligations contained in this Article 6. These remedies are
cumulative and are in addition to any other rights and remedies the Company or
CD Management, Inc. may have at law or in equity.
ARTICLE VII
TERMINATION
7.1 BASIS FOR TERMINATION. The Executive's employment hereunder may be
canceled at any time by mutual agreement of the parties.
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7.2 INCAPACITY. This Agreement will automatically terminate on the last
day of the month in which the Executive dies or becomes permanently
incapacitated. "Permanent incapacity" as used herein will mean mental or
physical incapacity, or both, reasonably determined by the Board based upon a
certification of such incapacity by, in the discretion of such Board, either
the Executive's regularly attending physician or a duly licensed physician
selected by the Board, rendering the Executive unable to perform substantially
all of his duties hereunder and which appear reasonably certain to continue for
at least six consecutive months without substantial improvement. The Executive
will be deemed to have "become permanently incapacitated" on the date the Board
has determined that the Executive is permanently incapacitated and so notifies
the Executive.
7.3 WITH CAUSE. The Executive's employment may be terminated by the
Company or CD Management, Inc. "with cause," if any of the following occur:
(a) any material breach of the Executive's obligations to the
Company or CD Management, Inc. pursuant to this Agreement; or
(b) any material acts or events which inhibit the Executive from
fully performing his responsibilities to the Company or CD
Management, Inc. in good faith, including, but not limited to (i)
a felony criminal conviction; (ii) any other criminal conviction
involving the Executive's lack of honesty or the Executive's
moral turpitude; (iii) drug or alcohol abuse; or (iv) material
acts of insubordination, dishonesty, gross carelessness or gross
misconduct.
7.4 WITH CAUSE/ EFFECTIVE DATE / RIGHT TO BE HEARD. The Executive shall
not be deemed to have been terminated for cause unless and until there shall
have been delivered to him by either the Chief Executive Officer or Board of
Directors a notice of termination and a written statement of the reasons
for Executive's termination for cause and Executive has had an opportunity to
appear before the Company's and/or CD Management, Inc's Board of Directors
to state any protest that Executive may have concerning his termination for
cause. If the Executive does not request an appearance before the Board of
Directors pursuant to this subsection within five days from the date of
receipt of the notice of termination and written statement of the reasons for
his termination, the right to appear before the Board to protest shall be
deemed to be waived and the Executive's termination shall be effective as of
the date the notice of termination is delivered to Executive. If Executive
elects to appear before the Board of Directors to protest his termination for
cause, a specially called meeting will be called as soon as practicable. At
the specially called Board meeting, the Executive will have the opportunity
to state any protest that he might have, orally (not to exceed one hour) or
in writing, to his termination and the Board will thereafter re-consider its
decision to terminate the Executive for cause. If the Board decides to
affirm its decision to terminate the Executive for cause , after the
Executive's appearance and protest before it, the Board's decision: (i) will
not require a written statement of the reasons for the Board's decision;
(ii) will thereafter be final and non-appealable and (iii) effective as of
the date of the Board's final decision. The Executive will be suspended from
his responsibilities with pay, between the date that his original notice of
termination is delivered and the Board of Directors final decision as to his
termination for cause, if the Executive elects to protest his termination to
the Board, as set forth above.
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7.5 WITHOUT CAUSE. The Executive's employment may be terminated by the
Company or CD Management, Inc. "without cause" (for any reason or no reason at
all) at any time by giving the Executive ninety (60) days' prior written notice
of termination. Termination of employment will occur at the conclusion of the
notice period, unless otherwise agreed to in writing by the Company or CD
Management, Inc. and the Executive.
7.6 TERMINATION BY THE EXECUTIVE. The Executive may terminate his
employment hereunder by giving the Company or CD Management, Inc. sixty (60)
days' prior written notice. Termination of employment will occur at the
conclusion of the notice period, unless otherwise agreed to in writing by the
Company or CD Management, Inc. and the Executive.
7.7 PAYMENT UPON TERMINATION WITH CAUSE BY THE COMPANY OR VOLITIONAL
TERMINATION BY THE EXECUTIVE. Upon termination of the Executive's employment by
the Company for cause pursuant to subsection 7.3 or volitional termination by
the Executive pursuant to subsection 7.5, the Company will grant pay to the
Executive within 14 days after termination an amount equal to the sum of (a)
the Executive's Base Salary accrued to the date of termination; and (b) any
unreimbursed expenses accruing to the date of termination. After any such
termination, the Company will not be obligated to compensate the Executive, his
estate or representatives except for the foregoing compensation then due and
owing, nor provide the benefits to the Executive described in Article 3 (except
as may be required by law), and the Executive agrees that, immediately upon any
such termination, he will forthwith return to the Company any benefits provided
him hereunder which are capable of being physically returned.
7.8 PAYMENT UPON TERMINATION WITHOUT CAUSE BY THE COMPANY. Upon
termination of the Executive's employment by the Company without cause pursuant
to subsection 7.4, the Company will grant pay to the Executive within 14 days
after termination an amount equal to the sum of (a) the Executive's Base Salary
accrued to the date of termination; (b) the Executive's Base Salary for a twelve
month period; and (c) any unreimbursed expenses accruing to the date of
termination. Additionally, Executive will be entitled at the Company's expense
to participate for a twelve month period after termination in any group life,
hospitalization, medical, dental, health, accident or disability insurance or
similar plan or program of the Company, to the extent that such participation
would not be inconsistent with such plans contractual provisions and/or
applicable regulations.
ARTICLE VIII
MISCELLANEOUS
8.1 SURVIVAL. Articles Six and Seven and Paragraphs 8.2, 8.3 and 8.15
will survive the termination hereof.
8.2 ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement will be resolved by binding arbitration. The
arbitration will be held in the city of
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Oklahoma City, Oklahoma and except to the extent inconsistent with this
Agreement, will be conducted in accordance with the Rules of the American
Arbitration Association then in effect at the time of the arbitration, and
otherwise in accordance with principles which would be applied by a court of
law or equity. The arbitrator will be acceptable to both the Company and the
Executive. If the parties cannot agree on an acceptable arbitrator, the
dispute will be heard by a panel of three arbitrators one appointed by each
of the parties and the third appointed by the other two arbitrators.
8.3 LEGAL FEES AND EXPENSES. (a) OF THE EXECUTIVE. If the Executive
will prevail, in whole or in part, as to any material issue in any contest
(whether initiated by the Executive or by the Company) as to the validity,
enforceability or interpretation of any provision of this Agreement, the Company
will pay all reasonable expenses incurred by the Executive with respect to such
contest, including, without limitation, his reasonable attorney's fees.
(b) OF THE COMPANY. If the Company will prevail, in whole or in
part, as to any material issue in any contest (whether initiated by the
Company or by the Executive) as to the validity, enforceability or
interpretation of any provision of this Agreement, the Executive will pay
all reasonable expenses incurred by the Company with respect to such
contest, including, without limitation, its reasonable attorney's fees.
8.4 BINDING EFFECT. This Agreement will be binding on, and will inure to
the benefit of, the Company and any person or entity that succeeds to the
interest of the Company (regardless of whether such succession does or does not
occur by operation of law) by reason of the sale of all or a portion of the
Company's stock, a merger, consolidation or reorganization involving the
Company or, unless the Company otherwise elects in writing, a sale of the assets
of the business of the Company (or portion thereof) in which the Executive
performs a majority of his services. This Agreement will also inure to the
benefit of the Executive's heirs, executors, administrators and legal
representatives.
8.5 ASSIGNMENT. Except as provided under Paragraph 8.4, neither this
Agreement nor any of the rights or obligations hereunder will be assigned or
delegated by any party hereto without the prior written consent of the other
party.
8.6 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
between the parties hereto with respect to the matters referred to herein. No
other agreement relating to the terms of the Executive's employment by the
Company, oral or otherwise, will be binding between the parties unless it is in
writing and signed by the party against whom enforcement is sought. There are
no promises, representations, inducements or statements between the parties
other than those that are expressly contained herein. The Executive
acknowledges that he is entering into this Agreement of his own free will and
accord, and with no duress, that he has read this Agreement and that he
understands the Agreement and its legal consequences.
8.7 SEVERABILITY; REFORMATION. In the event that one or more of the
provisions of this Agreement will become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein will not be affected thereby. In the event
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that any of the provisions of any of Paragraph 6.4, 6.6 or 6.7 are not
enforceable in accordance with its terms, the Executive and the Company
agree that such Paragraph will be reformed to make such Paragraph enforceable
in a manner which provides the Company the maximum rights permitted at law.
8.8 WAIVERS. Waiver by any party hereto of any breach or default by the
other party of any of the terms of this Agreement will not operate as a waiver
of any other breach or default, whether similar to or different from the breach
or default waived. No waiver of any provision of this Agreement will be implied
from any course of dealing between the parties hereto or from any failure by
either party hereto to assert it's or his rights hereunder on any occasion or
series of occasions.
8.9 NOTICES. Any notice required or desired to be delivered under this
Agreement will be in writing and will be delivered personally, by courier
service, by registered mail, return receipt requested, or by facsimile and will
be effective upon actual receipt by the party to which such notice will be
directed, and will be addressed as follows (or to such other address as the
party entitled to notice will hereafter designate in accordance with the terms
hereof):
If to the Company:
CD Warehouse, Inc.
Attention: Xxxxx X. Xxxxxxx, Chief Executive Officer
X.X. Xxx 000
Xxxxxx, Xxxxxxxx 00000-0000
with a copy to:
Day, Edwards, Federman, Propester & Xxxxxxxxxxx, P.C.
Attention: Xxxxx X. Day, Esq.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to the Executive:
The home address of the Executive noted on the records of the Company.
8.10 AMENDMENTS. This Agreement may not be altered, modified or amended
except by a written instrument signed by each of the parties hereto.
8.11 CHANGE IN CONTROL PROTECTION. Nothing contained herein will be
construed to preclude the Company from providing the Executive different or
additional severance benefits as a result of a change in control of the Company,
whether pursuant to an agreement that is in addition to, or as a supplement to,
this Agreement.
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8.12 HEADINGS. Headings to paragraphs in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.
8.13 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed an original but all of which together will constitute one
and the same instrument.
8.14 WITHHOLDING. Any payments provided for herein will be reduced by any
amounts required to be withheld by the Company from time to time under
applicable federal, state or local income or employment tax laws or similar
statutes or other provisions of law then in effect.
8.15 GOVERNING LAW. This Agreement will be governed by the laws of the
State of Delaware, without reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would apply. This Agreement will
not be construed for or against a party because that party prepared it.
8.16 RIGHT OF SET-OFF. Upon termination or expiration of this Agreement,
the Company will have the right to set-off against the amounts due the Executive
hereunder the amount of any outstanding loan or advance from the Company to the
Executive.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer and the Employee has hereunto set his
hand as of the day and year first above written.
The Executive:
XXXXX XXXXXXXXX
/s/ Xxxxx X. XxxXxxxxx
---------------------------------------------
Xxxxx X. XxxXxxxxx
The Company:
CD WAREHOUSE, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxx, Chief Executive Officer
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