EMPLOYMENT AGREEMENT
Exhibit
99.1
This
Employment Agreement (the “Agreement”) is entered into on June 14, 2006 (the
“Effective Date”) by and between Xxxxxx Xxxxx Gold (“Executive”) and Health
Sciences Group, Inc., a Delaware corporation (the “Company”).
WHEREAS,
the Company believes that Executive’s service, experience, and knowledge are
valuable to the Company in connection with its business; and
WHEREAS,
the Company desires to employ Executive, and Executive desires to be employed
by
the Company, as Chief Executive Officer of the Company.
NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:
1. Employment.
As and
from the Effective Date, the Company shall employ Executive and Executive shall
accept such employment upon the terms and conditions hereinafter set
forth.
2. Term
of Employment.
Subject
to the provisions of Section 6, the term of Executive’s employment pursuant to
this Agreement shall commence on the Effective Date and shall terminate three
(3) years from that date (the “Initial Term”). This Agreement will be
automatically renewed for successive one year terms after the expiration of
the
Initial Term, unless Executive is otherwise notified in writing at least 90
days
before the end of the Initial Term or any of the successive one year terms.
In
this
Agreement the word “Term” shall, depending on the context used, refer to the
Initial Term or to any successive one year terms.
3. Duties;
Extent of Service.
During
Executive’s employment under this Agreement, Executive (i) shall serve as an
employee of the Company with the title and position of Chief Executive Officer,
reporting to the Board of Directors of the Company and shall have such executive
responsibilities as the Board of Directors of the Company shall from time to
time designate, provided
that, in
all
cases Executive shall be subject to the oversight and supervision of the Board
of Directors of the Company in the performance of his duties, and (ii) shall
render all services reasonably incident to the foregoing, including, without
limitation, managing and supervising the day-to-day business and operations
of
the Company. Executive shall also be appointed to the Company’s Board of
Directors, and shall serve in such capacity until
he
voluntarily resigns, is removed from the Board or is not re-elected.
Executive hereby accepts such employment, agrees to serve the Company in the
capacity indicated, and agrees to use Executive’s best efforts, skill and
energies to, the advancement of the interests of the Company and its
subsidiaries and the performance of Executive’s duties and responsibilities
hereunder.
4. Salary,
Bonus and Other Compensation.
(a) Salary.
During
the Term, the Company shall pay Executive a salary at the rate of $200,000
per
annum (the “Salary”). Such Salary shall be subject to withholding under
applicable law, shall be prorated for partial years and shall be payable in
periodic installments not less frequently than monthly in accordance with the
Company’s usual practice for its executive officers as in effect from time to
time. Executive agrees to defer payment of the Salary (effective on the date
two
weeks preceding date of the Agreement), which shall accrue in accordance with
the terms of this Agreement, until the closing date of the next equity financing
undertaken by the Company (the “Financing”). Upon closing of the Financing, the
Company will pay the accrued but unpaid Salary in a lump sum.
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(b) Adjustment
to Salary.
Within
30 days of the Effective Date, and within 30 days of each anniversary of the
Effective Date during the Term, Executive and the Board of Directors shall
meet
and shall designate, in writing, milestones related to the Company’s performance
which are to be achieved during the 12 month period following the Effective
Date
or the anniversary of the Effective Date. So long as the milestones are
achieved, the Salary shall be increased in an amount to be designated by the
Board of Directors but in no event shall such increase be less than 10%. Such
increase shall take effect on the date that the Board of Directors determines
that the milestones have been achieved, which date shall not be later than
12
months following the date that the milestones were established.
(c) Annual
Bonus.
For
each fiscal year that occurs during the Term, so long as the Company generates
a
minimum of $1,000,000 in earnings before interest, taxes, depreciation and
amortization during said fiscal year, Executive shall receive an annual bonus
(the “Annual Bonus”), paid within 90 days of the end of said fiscal year. The
amount of the Annual Bonus shall be calculated as the greater of (i) 10% of
the
earnings before interest, taxes, depreciation and amortization for said fiscal
year or (ii) 50% of the Salary, provided,
however,
that the
Annual Bonus may not exceed 150% of the Salary and provided
further,
that the
Board of Directors, in its sole discretion, may increase (but not decrease)
the
Annual Bonus. Notwithstanding the aforementioned, the Executive shall be
annually reviewed at each anniversary date of this Agreement by the Board to
determine whether or not the Executive is eligible to receive a cash bonus
in
light of the duties and responsibilities of the Executive and the performance
thereof, and, if it is determined that a bonus is merited.
(d) Stock
Grant.
Executive shall receive shares of the Company’s common stock (the “Bonus
Shares”) issued from the Company’s 2006 Stock Option, Deferred Stock and
Restricted Stock Plan, which Bonus Shares shall have a value of $250,000. The
number of Bonus Shares to be issued to Executive shall be determined by dividing
$250,000 by the offering price of the common stock sold in the Financing (the
“Private Offering Price”). Because the Private Offering Price will not be
determined on the Effective Date, the Company shall issue to Executive a
certificate representing 300,000 shares of its common stock (the “Initial
Shares”) having a value (which value shall be subject to adjustment as set forth
herein) of $0.25 per share. Once the Private Offering Price is determined,
the
Company shall re-value the Initial Shares using the Private Offering Price
and
shall issue to Executive a certificate representing the balance of the Bonus
Shares. Executive agrees that he shall sell no more than 60,000 Bonus Shares
per
month.
(e) Stock
Options.
(i) On
the
Effective Date, the Company will grant to Executive an incentive stock option
(in accordance with Section 422 of the Internal Revenue Code) to purchase up
to
3% of the number of shares of the Company’s common stock issued and outstanding
immediately following the closing of the Financing. (If the value of the
incentive stock option granted hereunder exceeds any restriction set forth
in
the Internal Revenue Code, then the number of shares exceeding such restriction
shall be deemed to be non-qualified stock options. Any such non-qualified stock
options shall, nevertheless, be subject to this subsection (e)). The exercise
price shall be equal to the closing price of the common stock on the date that
this Agreement is approved by the Board of Directors and the term of such
options shall be 10 years. The option shall be granted pursuant to the terms
of
the Company’s 2006 Stock Option, Deferred Stock and Restricted Stock Plan and
shall be memorialized by a written stock option agreement. The right to purchase
the common stock shall vest in accordance with the terms of an agreement between
the Board of Directors and Executive which shall set forth certain mutually
agreed-upon milestones to be achieved during the Term. These milestones will
be
determined on the Effective Date.
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(ii) On
the
Effective Date, the Company will grant to Executive a stock option to purchase
up to 3% of the number of shares of the Company’s common stock issued and
outstanding immediately following the closing of the Financing. The exercise
price shall be equal to the price paid by the participants in the Financing
and
the term of the option shall be five years. The right to purchase the common
stock shall vest as follows: one-third shall vest on the first anniversary
of
the Effective Date; one-third shall vest on the second anniversary of the
Effective Date; and the final third shall vest on the third anniversary of
the
Effective Date.
5. Benefits.
(a) Regular
Benefits.
During
the Term, Executive shall be entitled to participate in any and all medical,
pension, dental and life insurance plans and disability income plans, retirement
arrangements and other employment benefits as in effect from time to time for
executive officers of the Company generally. Such participation shall be subject
to (i) the terms of the applicable plan documents (including, as applicable,
provisions granting discretion to the Board of Directors of the Company or
any
administrative or other committee provided for therein or contemplated thereby)
and (ii) generally applicable policies of the Company.
(b) Vacation.
During
the Term, Executive shall receive paid vacation annually in accordance with
the
Company’s practices for executive officers, as in effect from time to time, but
in any event not less than four weeks per calendar year.
(c) Expenses.
The
Company shall reimburse Executive for all reasonable business expenses incurred
by Executive during Executive’s employment hereunder to the extent in compliance
with the Company’s business expense reimbursement policies in effect from time
to time and upon presentation by Executive of such documentation and records
as
the Company shall from time to time require.
(d) Taxation
of Payments and Benefits.
The
Company shall undertake to make deductions, withholdings and tax reports with
respect to payments and benefits under this Agreement to the extent that it
reasonably and in good faith believes that it is required to make such
deductions, withholdings and tax reports. Payments under this Agreement shall
be
in amounts net of any such deductions or withholdings. Nothing in this Agreement
shall be construed to require the Company to make any payments to compensate
Executive for any adverse tax effect associated with any payments or benefits
or
for any deduction or withholding from any payment or benefit.
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(e) Exclusivity
of Salary and Benefits.
The
Executive shall not be entitled to any payments or benefits other than those
provided under this Agreement. Compliance with the provisions of this Section
5
shall in no way create or be deemed to create any obligation, express or
implied, on the part of the Company or any of its affiliates with respect to
the
continuation of any particular benefit or other plan or arrangement maintained
by them or their subsidiaries as of or prior to the date hereof or the creation
and maintenance of any particular benefit or other plan or arrangement at any
time after the date hereof.
(f) Florida
Office; Support Staff.
During
the Term, the Company, at the Company’s sole expense, shall lease office space
for Executive in Florida. The lease of such space shall be on such terms as
are
mutually agreed to by the Company and Executive. The Company agrees to hire
support staff and other employees as Executive deems reasonably appropriate,
provided that all officers of the Company shall be appointed by the Board of
Directors and all employment agreements shall be authorized by the Board of
Directors.
(g) Liability
Insurance.
Executive shall be added as an insured person to the directors’ and officers’
liability coverage provided by the Company to its directors and
officers.
6. Termination
and Termination Benefits.
Notwithstanding the provisions of Section 2, Executive’s employment under this
Agreement shall terminate under the following circumstances set forth in this
Section 6.
(a) Termination
by the Company for Cause.
Executive’s employment under this Agreement may be terminated for Cause without
further liability on the part of the Company other than for accrued but unpaid
Salary through the date of termination effective immediately upon written notice
to Executive. “Cause” shall mean the following:
(i) the
commission by Executive of any act of embezzlement, fraud, larceny or theft
on
or from the Company or an affiliate of the Company;
(ii) the
commission by Executive of, or indictment of Executive for a felony or any
misdemeanor, which misdemeanor involves moral turpitude, deceit, dishonesty
or
fraud;
(iii) failure
to perform Executive’s duties and responsibilities assigned or delegated under
this Agreement, or any material misconduct or violation of the Company’s
policies, any of which continues for a period of 30 days after written notice
detailing such failure of performance, material misconduct or violation of
the
Company’s policies is given to Executive; or
(iv) a
material breach by Executive of any of the covenants, terms or provisions of
this Agreement or any agreement between the Company and Executive regarding
confidentiality, non-competition or assignment of inventions.
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(b) Termination
by Executive.
Executive’s employment under this Agreement may be terminated by Executive by
written notice to the Board of Directors at least 60 days prior to such
termination.
(c) Termination
by the Company Without Cause.
Subject
to the payment of Termination Benefits pursuant to Section 6(e), Executive’s
employment under this Agreement may be terminated without Cause by the Company
upon written notice to Executive.
(d) Termination
by Executive with Good Reason.
Subject
to the payment of Termination Benefits pursuant to Section 6(e), Executive
may
terminate his employment under this Agreement with Good Reason, which shall
be
defined as:
(i) a
downsizing or reduction of Executive’s title, duties, responsibilities or
authority or;
(ii) a
material adverse change to Executive’s working conditions or to the management
or supervision of Executive which in the reasonable judgment of Executive
constitutes a demotion of Executive; or
(iii) the
assignment to Executive of any duties inconsistent in any adverse respect with
Executive’s position; or
(iv) a
reduction in the Salary, Annual Bonus or benefits, if the benefits are not
reduced among all other recipients of the benefits; or
(v) the
failure of any successor entity to assume the terms of this Agreement upon
a
change of control (a “Change of Control”). A Change of Control shall be defined
as
the sale
or disposition by the Company to an unrelated third party of 50% or more of
its
business or assets, or the sale of the capital stock of the Company in
connection with the sale or transfer of a controlling interest in the Company
to
an unrelated third party, or the merger or consolidation of the Company with
another corporation as part of a sale or transfer of a controlling interest
in
the Company to an unrelated third party.
(e) Certain
Termination Benefits.
Unless
otherwise specifically provided in this Agreement or otherwise required by
law,
all compensation and benefits payable to Executive under this Agreement shall
terminate on the date of termination of Executive’s employment under this
Agreement. Notwithstanding the foregoing, in the event of termination of
Executive’s employment with the Company pursuant to Section 6(c) or Section 6(d)
above, the Company shall pay to Executive: (i) the lesser of (A) Executive’s
Salary for the remainder of the Term (as adjusted pursuant to Section 4(b)
on
the date of termination) or (B) one year’s Salary (as adjusted pursuant to
Section 4(b) on the date of termination); (ii) any Annual Bonus, if earned,
that
is accrued but unpaid on the date of termination, pro-rated to the date of
termination; (iii) a cash payment for all vacation days accrued but not taken
on
the date of termination; (iv) any options granted to Executive that have vested
on or prior to the date of termination; and (v) the Company shall cooperate
so
as to enable the Executive to obtain the continuation of medical benefits
pursuant to COBRA and reimburse Executive for the cost of COBRA for a period
of
12 months following the date of termination. Collectively, (i), (ii), (iii),
(iv) and (v) shall be referred to herein as the “Severance
Benefits”.
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The
parties hereto agree that the Severance Benefits are to be in full satisfaction,
compromise and release of any claims arising out of any termination of the
Executive’s employment pursuant to Section 6(c) or Section 6(d), and such
amounts shall be contingent upon the Executive’s delivery of a general release
of such claims upon termination of employment in a form reasonably satisfactory
to the Company, it being understood that no Severance Benefits shall be provided
unless and until the Executive determines to execute and deliver such
release.
(e) Death;
Disability.
Upon
the death of the Executive, or upon the permanent disability (as defined below)
of the Executive continuing for a period in excess of 60 consecutive days,
all
obligations of the Company under this Agreement shall immediately terminate
other than any obligation of the Company with respect to earned but unpaid
Salary and earned benefits contemplated hereby to the extent accrued or vested
through the date of termination. As used herein, the terms “permanent
disability” or “permanently disabled” shall mean the inability of the Executive,
by reason of injury, illness or other similar cause, to perform a major part
of
his duties and responsibilities in connection with the conduct of the business
and affairs of the Company, as determined reasonably and in good faith by the
Company.
(f) Notwithstanding
termination of this Agreement as provided in this Section 6 or any other
termination of Executive’s employment with the Company, Executive’s obligations
under Section 7 hereof shall survive any termination of Executive’s employment
with the Company at any time and for any reason.
7. Non-Solicitation;
Confidentiality; Proprietary Rights.
(a) Nonsolicitation.
Executive agrees that he shall not, during the term of this Agreement, and
for a
period of one year thereafter, solicit any employee of the Company to terminate
such employee’s employment with the Company, or agree to hire any such employee
or former employee of the Company (unless at least 12 months have passed since
the termination of such employee’s employment with the Company); or
(b) Confidential
Information.
As used
in this Agreement, the term “Confidential Information” shall mean information
belonging to the Company (for purposes of this Section 7 including all
predecessors of the Company) of value to the Company or with respect to which
Company has right in the course of conducting its business and the disclosure
of
which could result in a competitive or other disadvantage to the Company.
Confidential Information includes information, whether or not patentable or
copyrightable, in written, oral, electronic or other tangible or intangible
forms, stored in any medium, including, by way of example and without
limitation, trade secrets, ideas, concepts, designs, configurations,
specifications, drawings, blueprints, diagrams, models, prototypes, samples,
flow charts processes, techniques, formulas, software, improvements, inventions,
domain names, data, know-how, discoveries, copyrightable materials, marketing
plans and strategies, sales and financial reports and forecasts, customer lists,
studies, reports, records, books, contracts, instruments, surveys, computer
disks, diskettes, tapes, computer programs and business plans, prospects and
opportunities (such as possible acquisitions or dispositions of businesses
or
facilities) which have been discussed or considered by the management of the
Company. Confidential Information includes information developed by Executive
in
the course of Executive’s employment by the Company, as well as other
information to which Executive may have access in connection with Executive’s
employment. Confidential Information also includes the confidential information
of others with which the Company has a business relationship. Notwithstanding
the foregoing, Confidential Information does not include information in the
public domain, unless due to breach of Executive’s duties under Section
7(c).
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(c) Confidentiality.
In the
course of performing services hereunder on behalf of the Company and its
affiliates, Executive will have access to Confidential Information. Executive
agrees (i) to hold the Confidential Information in strict confidence, (ii)
not
to disclose the Confidential Information to any person (other than in the
regular business of the Company or its affiliates), and (iii) not to use,
directly or indirectly, any of the Confidential Information for any purpose
other than on behalf of the Company and its affiliates. All documents, records,
data, apparatus, equipment and other physical property, whether or not
pertaining to Confidential Information, that are furnished to Executive by
the
Company or are produced by Executive in connection with Executive’s employment
will be and remain the sole property of the Company. Upon the termination of
Executive’s employment with the Company for any reason and as and when otherwise
requested by the Company, all Confidential Information (including, without
limitation, all data, memoranda, customer lists, notes, programs and other
papers and items, and reproductions thereof relating to the foregoing matters)
in Executive’s possession or control, shall be immediately returned to the
Company.
(d) Third
Party Agreements and Rights.
Executive hereby confirms that Executive is not bound by the terms of any
agreement with any previous employer or other party that restricts in any way
Executive’s use or disclosure of information or Executive’s engagement in any
business. Executive represents to the Company that Executive’s execution of this
Agreement, Executive’s employment with the Company and the performance of
Executive’s proposed duties for the Company will not violate any obligations
Executive may have to any such previous employer or other party. In Executive’s
work for the Company, Executive will not disclose or make use of any information
in violation of any agreements with or rights of any such previous employer
or
other party, and Executive will not bring to the premises of the Company any
copies or other tangible embodiments of non-public information belonging to
or
obtained from any such previous employment or other party.
(e) Litigation
and Regulatory Cooperation.
During
and after Executive’s employment, Executive shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of the Company that
relate to events or occurrences that transpired while Executive was employed
by
the Company. Executive’s full cooperation in connection with such claims or
actions shall include, but not be limited to, being available to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf
of
the Company at mutually convenient times. During and after Executive’s
employment, Executive also shall cooperate fully with the Company in connection
with any investigation or review of any federal, state or local regulatory
authority as any such investigation or review relates to events or occurrences
that transpired while Executive was employed by the Company. The Company shall
reimburse Executive for any reasonable out-of-pocket expenses incurred in
connection with Executive’s performance of obligations pursuant to this Section
7(e).
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(f) Inventions.
Executive recognizes that the Company and its affiliates possess a proprietary
interest in all of the Confidential Information and have the exclusive right
and
privilege to use, protect by copyright, patent or trademark, or otherwise
exploit the processes, ideas and concepts described therein to the exclusion
of
Executive, except as otherwise agreed between the Company and Executive in
writing. Executive expressly agrees that any products, inventions, discoveries
or improvements made by Executive in the course of Executive’s employment,
including any of the foregoing which is based on or arises out of the
Confidential Information, shall be the property of and inure to the exclusive
benefit of the Company. Executive further agrees that any and all products,
inventions, discoveries or improvements developed by Executive (whether or
not
able to be protected by copyright, patent or trademark) during the course of
his
employment, or involving the use of the time, materials or other resources
of
the Company or any of its affiliates, shall be promptly disclosed to the Company
and shall become the exclusive property of the Company, and Executive shall
execute and deliver any and all documents necessary or appropriate to implement
the foregoing.
(g) Business
Opportunities.
Executive agrees, while he is employed by the Company, to offer or otherwise
make known or available to it, as directed by the Board of Directors of the
Company and without additional compensation or consideration, any business
prospects, contracts or other business opportunities that Executive may
discover, find, develop or otherwise have available to Executive in the
Company’s general industry and further agrees that any such prospects, contacts
or other business opportunities shall be the property of the
Company.
(h) Acknowledgment.
Executive acknowledges that the provisions of this Section 7 are an integral
part of Executive’s employment arrangements with the Company.
8. Parties
in Interest; Certain Remedies.
It is
specifically understood and agreed that this Agreement is intended to confer
a
benefit, directly or indirectly, on the Company and its direct and indirect
subsidiaries and affiliates, and that any breach of the provisions of this
Agreement by the Executive or any of the Executive’s affiliates will result in
irreparable injury to the Company and its subsidiaries and affiliates, that
the
remedy at law alone will be an inadequate remedy for such breach. Accordingly,
Executive agrees that if the Executive breaches, or proposes to breach, any
portion of this Agreement, the Company or its subsidiaries and affiliates shall
be entitled, in addition to any other remedy it may have, to enforce the
specific performance of this Agreement by the Executive through both temporary
and permanent injunctive relief without the necessity of posting a bond or
proving actual damages, but without limitation of their right to damages and
any
and all other remedies available to them, it being understood that injunctive
relief is in addition to, and not in lieu of, such other remedies.
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9. Integration.
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and supersedes all prior agreements between the
parties with respect to any related subject matter.
10. Assignment;
Successors and Assigns, etc.
Neither
the Company nor the Executive may make any assignment of this Agreement or
any
interest herein without the prior written consent of the other party;
provided
that the
Company may assign its rights under this Agreement without the consent of the
Executive in the event that the Company shall effect a reorganization,
consolidate with or merge into any other corporation, partnership, organization
or other entity, or transfer all or substantially all of its properties or
assets to any other corporation, partnership, organization or other entity.
This
Agreement shall inure to the benefit of and be binding upon the Company and
the
Executive, their respective successors, executors, administrators, heirs and
permitted assigns.
11. Enforceability.
If any
portion or provision of this Agreement (including, without limitation, any
portion or provision of any section of this Agreement) shall to any extent
be
declared illegal or unenforceable by a court of competent jurisdiction, then
the
remainder of this Agreement, or the application of such portion or provision
in
circumstances other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision
of
this Agreement shall be valid and enforceable to the fullest extent permitted
by
law.
12. Waiver.
No
waiver of any provision hereof shall be effective unless made in writing and
signed by the waiving parry. The failure of any party to require the performance
of any term or obligation of this Agreement, or the waiver by any party of
any
breach of this Agreement, shall not prevent any subsequent enforcement of such
term or obligation or be deemed a waiver of any subsequent breach.
13. Notices.
Any
notices, requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and delivered in person or sent
by a
nationally recognized overnight courier service or by registered or certified
mail, postage prepaid, return receipt requested, to the Executive at the last
address the Executive has filed in writing with the Company or, in the case
of
the Company, at 0000 Xxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000.
14. Amendment.
This
Agreement may be amended or modified only by a written instrument signed by
the
Executive and by a duly authorized representative of the Company.
15. Governing
Law.
This
contract shall be construed under and be governed in all respects by the laws
of
the State of California, without giving effect to the conflict of laws
principles thereof.
16. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed and delivered shall be taken to be an original and all of which taken
together shall constitute one and the same document.
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17. Arbitration.
Any
controversy, dispute or claim of whatever nature arising out of, in connection
with or relating to this Agreement or the interpretation, meaning, performance,
breach or enforcement thereof, including any controversy, dispute or claim
based
on contract, tort, or statute, and including without limitation claims relating
to the validity of this Agreement or relating to termination of employment,
shall be resolved at the request of either party to this Agreement, by final
and
binding arbitration conducted at a location determined by the arbitrator in
Los
Angeles, California, administered by and in accordance with the then existing
Rules of Practice and Procedure of J*A*M*S/Endispute, Inc.. (J·A·M·S), and
judgment upon any award rendered by the arbitrator(s) may be entered by any
State or Federal Court having jurisdiction thereof. Either party may commence
such proceeding by giving notice to the other party in the manner provided
in
Section 13 of this Agreement. Upon filing a demand for arbitration, all parties
to the Agreement will have right of discovery to the maximum extent provided
by
law for actions tried before a court, and both agree that in the event of an
arbitration, disputes as to discovery shall be determined by the arbitrator(s).
The arbitrator(s) in any such proceeding shall apply California substantive
law
and the California Evidence Code to the proceeding. The arbitrator(s) shall
have
the power to grant all legal and equitable remedies (provisional and final)
and
award damages provided by California law. The arbitrator(s) shall prepare in
writing and provide to the parties an award including findings of fact and
conclusions of law. The arbitrator(s) shall not have the power to commit errors
of law or legal reasoning, and the award may be vacated or corrected pursuant
to
California Code of Civil Procedure §§1286.2 or 1286.6 for any such error. The
Company shall pay all fees of the arbitrator, and each party shall bear its
or
his expenses, costs and attorney fees relating to the arbitration and recovery
under any order and/or judgment rendered therein. In any such proceeding
Xxxxxxxxxx & Xxxxx LLP may represent the Company regardless of whether such
counsel has rendered advice to Executive in the past unless prohibited by law
or
rules of the California State Bar Association. The parties hereto hereby submit
to the exclusive jurisdiction of the courts of the State of California for
the
purpose of enforcement of this agreement to arbitrate and any and all awards
or
orders rendered pursuant thereto.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
Health
Sciences Group, Inc.
By:____________________________________
Name:
Title:
__________________________________
Xxxxxx
Xxxxx Gold
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