Exhibit 10.13
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement"), is entered into by and between
Cambridge Technology Partners (Massachusetts), Inc., a Delaware corporation
("CTP"), and Xxxx X. Xxxxxxx ("Xxxxxxx" or "Employee").
W I T N E S S E T H :
WHEREAS, CTP and Xxxxxxx wish to enter into an employment relationship in
which CTP employs Xxxxxxx as its President and Chief Executive Officer;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and intending to be legally bound, CTP and Xxxxxxx hereby AGREE as follows:
1. Employment. CTP hereby employs Xxxxxxx as its President and Chief
Executive Officer and Xxxxxxx hereby accepts such employment upon the terms
and conditions set forth below.
2. Term. The term of Xxxxxxx'x employment shall be one year beginning
on July 19, 1999, as further extended or unless sooner terminated in
accordance with the other provisions of this Agreement ("Term"). On the
first anniversary of Xxxxxxx'x employment and on each subsequent such
anniversary, the Term shall automatically extend for one year, unless
either party shall have given to the other party written notice of
termination of this Agreement at least 30 days before such anniversary,
which notice shall effect the termination of Xxxxxxx'x employment upon the
expiration of the Term and any extensions thereto.
3. Office and Duties.
(a) During the Term and subject to the other provisions of this
Agreement, Xxxxxxx shall serve as President and Chief Executive
Officer of CTP and, subject to any restrictions set forth in the
Shareholders' Agreement or in the Bylaws of CTP, Xxxxxxx shall perform
such duties as are customary for a President and Chief Executive
Officer and such other duties as may from time to time be assigned to
him by the Board of Directors of CTP.
(b) During the Term hereof, Xxxxxxx shall use his best efforts to
carry out his duties and responsibilities hereunder and devote his
entire working time to the business and affairs of CTP and shall not,
in any advisory or other capacity, work for any other individual, firm
or corporation without first having obtained the written consent of
the Board of Directors of CTP, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, the Board of Directors of CTP
acknowledge that Xxxxxxx currently is a director of Safeguard, Novell,
USData, Tandy and Metallurg and no consent is required with respect to
those directorships.
(c) During the Term hereof, the principal place of employment of
Xxxxxxx shall be CTP's headquarters in Cambridge, Massachusetts or
such other locations as may be selected for CTP's facilities, although
it is understood that in connection with his duties under this
agreement, Xxxxxxx will be required to travel to and perform services
at other locations.
(d) Xxxxxxx represents and warrants that he is not subject to any
agreement, covenant, understanding or restriction, including without
limitation any non-competition agreement, that would prohibit him from
executing and performing fully his duties and responsibilities under
this Agreement.
(e) Xxxxxxx agrees to cooperate at the request of CTP in any
efforts to obtain "key-man" life insurance on his life.
4. Compensation. As compensation for the services to be rendered
hereunder by Employee, CTP agrees to pay or provide to Xxxxxxx:
(a) Salary. A basic salary (the "Base Salary") for such services
at the annual rate of $650,000, payable in periodic installments in
accordance with CTP's regular payroll practices in effect from time to
time. This rate of compensation shall be reviewed by the Board of
Directors at least once per fiscal year and may be increased at the
discretion of the Board of Directors of CTP, but not reduced, during
the Term hereof.
(b) Bonus. An annual bonus payable after the end of each fiscal
year commencing with the end of 1999, based upon the Employee's
performance during such fiscal year. At the discretion of the Board of
Directors, the Employee may receive an annual bonus equal to 100% of
his annual base salary for above-average performance and up to 200% of
his annual base salary for exceptional performance. The amount of this
annual bonus may be reviewed and adjusted by the Board of Directors
from year to year.
(c) Options.
(i) On August 27, 1999, CTP granted to Xxxxxxx options to
purchase, at an exercise price of $14.438 per share, the reported
closing price of CTP's common stock on the Nasdaq National Market
system on August 26, 1999, an aggregate of 1,200,000 shares of
common stock of CTP, in accordance with and subject to CTP's
applicable Stock Option Plan as amended from time to time and the
terms and conditions set forth in the applicable Option Agreement
between CTP and Xxxxxxx, as follows:
(A) Options to purchase 27,704 shares under CTP's 1991
Stock Option Plan pursuant to CTP's Executive Incentive
Stock Option Agreement with Xxxxxxx;
(B) Options to purchase 572,296 shares under CTP's 1991
Stock Option Plan pursuant to CTP's Executive Non-Qualified
Option Agreement with Xxxxxxx; and
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(C) Options to purchase 600,000 shares under CTP's 1998
Stock Option Plan pursuant to CTP's Executive Non-Qualified
Option Agreement with Xxxxxxx.
Each applicable Option Agreement is attached hereto and incorporated
herein and a copy of CTP's Special Option Plan has been provided to
Xxxxxxx.
(ii) On August 27, 1999, CTP shall grant to Employee 300,000
restricted shares of CTP's common stock, which shall vest according to
the schedule set forth in the restricted stock grant agreement which
is attached hereto and incorporated herein.
(iii) CTP may grant to Employee additional annual options at the
discretion of the Management Resource Committee.
(d) Medical. CTP shall obtain immediately medical and health
insurance coverage for Xxxxxxx and his spouse and unemancipated
children, similar to medical and health benefits provided to CTP's
other executive employees. Medical insurance coverage will be reviewed
from time to time and adjusted at the discretion of the Board of
Directors to maintain such coverage at levels commensurate with the
size and financial condition of CTP.
(e) Life Insurance. CTP will purchase term life insurance in an
amount that is commensurate to that which is provided to other senior
executives of CTP.
(f) Other Benefits. Nothing contained herein shall be deemed to
limit or affect the right of Xxxxxxx to receive other forms of
compensation or to participate in any retirement, disability, profit
sharing, stock option, cash or stock bonus or other plan or
arrangement, or in any other benefits now or hereafter provided by CTP
for its employees or executives at the sole discretion of the Board of
Directors of CTP.
(g) Business Expenses. CPT shall reimburse Employee for all
reasonable expenses incurred by him in connection with the performance
of his duties hereunder subject to Employee's timely submission of
appropriate documentation in accordance with its regular reimbursement
policies in effect from time to time.
(h) Vacation. Xxxxxxx shall be entitled to a paid vacation (taken
consecutively or in segments) of six weeks during each fiscal year,
adjusted pro rata for any partial fiscal year during the Term hereof.
Such vacation may be taken at such times as is reasonably consistent
with proper performance by Xxxxxxx of his duties and responsibilities
hereunder.
(i) Relocation Expenses. CTP will reimburse Xxxxxxx for his
reasonable costs incurred in connection with his relocation from Ft.
Worth, Texas to the Cambridge, Massachusetts area to commence
employment hereunder, including the following:
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(i) The cost of packing, shipping, storage of and unpacking
the household belongings of Xxxxxxx and his immediate family from
Ft. Worth, Texas to the Cambridge, Massachusetts area;
(ii) The difference between the unadjusted price at which
Xxxxxxx sells his Ft. Worth residence and the unadjusted price at
which he purchased the Ft. Worth residence, if such sale price
does not exceed such purchase price; and
(iii) Non-recoverable transaction costs of purchasing a home
in the Cambridge area including only the following: home
inspection fee, transfer tax and other closing costs.
All reimbursements made hereunder shall be contingent upon Xxxxxxx'x prior
submission to CTP's of supporting receipts, invoices or other similar
documentation.
Since Xxxxxxx'x Ft. Worth residence was unsold on the closing date for his
purchase of a residence in the Cambridge area, CTP shall grant him an
interest-free loan in the amount of his equity in his Ft. Worth residence, the
proceeds of which shall be applied in their entirety to the purchase price of a
residence in the Cambridge area, and which loan shall be repaid in its entirety
from the proceeds of the sale of the Ft. Worth residence.
5. Death and Disability.
(i) The Term of employment of Xxxxxxx shall terminate upon the
death of Xxxxxxx, or, at the option of CTP, in the event of physical
or mental incapacity or disability that renders him unable, with
reasonable accommodation, to perform the essential duties required of
him under this Agreement ("Disability") for a period of 90 consecutive
days or for one hundred eighty (180) days or more during any period of
twelve (12) consecutive months. Such Disability shall be subject to
verification by a qualified physician if requested by Xxxxxxx or his
duly appointed representative. During any period of Disability prior
to termination, Xxxxxxx shall continue to be compensated as provided
herein (less any payments due Xxxxxxx under disability benefit
programs paid for by CTP, including without limitation Social Security
disability, worker's compensation and disability or retirement
benefits).
(ii) In the event of the death of Xxxxxxx during the period of
employment or in the event of the termination of this Agreement by CTP
because of the Disability of Xxxxxxx, Xxxxxxx shall be entitled to
receive the compensation specified in Paragraphs 4(a), 4(b) and 4(g)
earned by Xxxxxxx through the date of death or termination and the
restricted shares granted under Paragraph 4(c)(ii) shall automatically
be fully vested. CTP thereafter shall have no further obligations
under this Agreement except for its obligations to pay any vested
Xxxxxxx benefits referred to in Paragraph 4 hereof.
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6. Termination of Employment.
(a) CTP may terminate this Agreement with cause immediately upon
written notice to Xxxxxxx. "Termination for cause" shall mean
discharge by CTP on the following grounds:
(i) Xxxxxxx'x plea or conviction in a court of law of any
crime or offense, which plea or conviction, as determined by the
Board of Directors in its sole discretion, makes him unfit for
continuing employment, prevents him from effective management of
CTP or materially adversely affects the reputation or business
activities of CTP.
(ii) Dishonesty or willful misconduct that, as determined by
the Board of Directors, materially, adversely affects the
reputation or business activities of CTP.
(iii) Substance abuse, including the possession or use of
illegal drugs or the abuse of legal drugs or alcohol or being
under the influence of drugs or alcohol in the workplace or
during the course of his duties.
(iv) Misappropriation of funds or other property.
(v) Xxxxxxx'x continuing material failure or refusal to
perform his duties in accordance with the terms of this Agreement
or to carry out in all material respects the lawful directives of
the Board of Directors; provided that discharge pursuant to this
subparagraph (v) shall constitute discharge for cause only if
Xxxxxxx has first received written notice from the Board of
Directors of CTP stating with specificity the nature of such
failure or refusal and, if requested by Xxxxxxx within 10 days
thereafter, Xxxxxxx is afforded a reasonable opportunity to be
heard before the Board.
Upon termination for cause, Xxxxxxx shall lose all right, title and
interest in and to all payments required to be made in accordance with the
provisions of this Agreement, and CTP shall have no further obligation to
Xxxxxxx hereunder, except for compensation pursuant to Paragraphs 4(a) and
4(g) to which Xxxxxxx is entitled through the date of termination, bonus
compensation to which Xxxxxxx is entitled for and in respect of the
preceding fiscal year if not theretofore paid, and any benefits referred to
in Paragraph 4 hereof to which Xxxxxxx has a vested right under the terms
and conditions of the plan or program pursuant to which such benefits were
granted.
(b) CTP, at the sole discretion of the Board of Directors, may
remove Xxxxxxx from the position of President and Chief Executive
Officer without cause at any time. In the event of such removal
without cause, CTP shall employ Xxxxxxx in an advisory capacity for a
period of not less than two years from the date of such removal and
shall pay or provide to Xxxxxxx during the two-year period: (i) his
then Base Salary pursuant to the provisions of Paragraph 4(a) (ii) an
amount equal to the average of the
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annual bonus paid to Xxxxxxx for each of the two years prior to his
removal, payable in the same periodic installments as his then Base
Salary under (i) above, and (iii) the medical, health and life
insurance coverages pursuant to the provisions of Paragraphs 4(d) and
(e). Notwithstanding any of the foregoing, CTP shall not be obligated
to make payments or provide benefits under this Subparagraph unless
Xxxxxxx has executed and delivered to CTP a further agreement
satisfactory to CTP, including without limitation a general release of
all claims, a provision incorporating his duties under Paragraphs 7
and 8 and a continued assistance agreement.
(c) Xxxxxxx may terminate this Agreement by giving three (3)
months' written notice to the Board of Directors of CTP. CTP can waive
this notice and agree with Xxxxxxx to an earlier termination date.
Upon termination by Xxxxxxx, all obligations of CTP and Xxxxxxx under
this Agreement will cease as of the date of final termination, except
Xxxxxxx'x obligations under Paragraphs 7 and 8 will survive.
7. Restrictive Covenants and Confidentiality; Injunctive Relief.
(a) In exchange for and in consideration of this Agreement,
Xxxxxxx agrees that, during the Restricted Period (as defined below),
he shall not, either directly or indirectly, in any capacity
whatsoever:
(i) Solicit, entice or induce any Customer (as defined
below) to become a client, customer, OEM, distributor or reseller
of any other person, firm, corporation or other business with
respect to products and/or services provided or under development
by CTP, its affiliates, subsidiaries, successors or assigns
before or during the Restricted Period, or to cease doing
business with CTP, its affiliates, subsidiaries, successors or
assigns, and Xxxxxxx shall not approach any such person, firm,
corporation or business for such purpose or authorize or
knowingly allow the taking of such actions by any other person;
(ii) Solicit, induce or encourage any employee during the
Restricted Period of CTP or its affiliates, subsidiaries,
successors or assigns to become employed by any other person,
firm, corporation or business or to leave their employment with
CTP, its affiliates, subsidiaries, successors or assigns. In
addition, neither Xxxxxxx nor any person, corporation, firm or
business for whom he is employed or with whom he is involved will
hire any person who is then, or was at any time during the one
year prior to such hiring, an employee of CTP, its affiliates,
subsidiaries, successors or assigns, unless such employee is CTP
involuntarily terminated by CTP, its affiliates, subsidiaries,
successors or assigns.
(iii) Compete with, or encourage or assist others to compete
with, solicit or engage in business in competition with, any
business, product or service provided or under development by
CTP, its affiliates, subsidiaries. successors or assigns before
or during the Restricted Period. The restriction contained in
this subparagraph shall apply anywhere where CTP, its affiliates,
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subsidiaries, successors or assigns conducted business in the two
years preceding his termination or during the remainder of the
Restricted Period thereafter.
For purposes of this Paragraph 7, "Restricted Period" means, the Term
of this Agreement and any renewals and extensions thereof, and in addition
thereto:
1. If Xxxxxxx is terminated for cause, the two-year period
beginning on the effective date of such termination; or
2. If Xxxxxxx is terminated without cause, the two-year period
beginning on the effective date of such termination.
3. If Xxxxxxx terminates his employment pursuant to Paragraph
6(c), the one-year period beginning on the effective date of such
termination.
For purposes of this Paragraph 7, a "Customer" means any person or
entity which is or was a client, customer, OEM, distributor or reseller of
CTP, its affiliates, successors or assigns or a bona fide prospect to
become a Customer at any time in the two years preceding his employment
termination or during the Restricted Period.
Nothing in the foregoing shall prohibit Xxxxxxx from engaging in any
business that is not in competition with CTP, its affiliates, subsidiaries,
successors and assigns after termination of employment with CTP, or
investing in the securities of any corporation having securities listed on
a national securities exchange, provided that such investment does not
exceed 5% of any class of securities of any corporation engaged in business
in competition with CTP, its affiliates and subsidiaries and provided that
such ownership represents a passive investment and that neither Xxxxxxx nor
any group of persons including him, in any way, either directly or
indirectly, manages or exercises control of any such corporation,
guarantees any of its financial obligations, otherwise takes any part in
its business, other than exercising his rights as a shareholder, or seeks
to do any of the foregoing.
(b) Xxxxxxx acknowledges that during the Term of his employment,
he will have access to confidential information of CTP, its affiliates
and subsidiaries, including information about "Developments" (as
defined in Paragraph 8 below), business plans, costs, customers,
profits, markets, sales, products, services, strategies, marketing,
key personnel, pricing policies, operational methods and other
business affairs and methods and other information not available to
the public or in the public domain (hereinafter referred to as
"Confidential Information"). In recognition of the foregoing, Xxxxxxx
covenants and agrees that, except as required by his duties to CTP,
Xxxxxxx will keep secret all Confidential Information and will not,
directly or indirectly, either during the Term of his employment
hereunder or at any time thereafter while such Confidential
Information remains confidential, disclose or disseminate to anyone or
make use of, for any purpose whatsoever except for the benefit of the
Company in the course of his employment, any Confidential Information,
and upon termination of his employment, Xxxxxxx will promptly deliver
to CTP all tangible materials and objects containing Confidential
Information (including all copies thereof, whether prepared by Xxxxxxx
or
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others) which he may possess or have under his control. The term
"Confidential Information" shall not include any information which can
be demonstrated (i) to be generally known in the industry or to the
public other than through breach of Xxxxxxx'x obligations hereunder,
(ii) to have been in Xxxxxxx'x possession prior to his employment with
CTP and not assigned to CTP, or (iii) to have been disclosed to
Xxxxxxx by an independent third party not under any obligation of
confidentiality.
(c) Xxxxxxx represents that he has, prior to the execution of
this Agreement, reviewed this Agreement thoroughly.
(d) Xxxxxxx acknowledges that the restrictions contained in this
Paragraph 7 are reasonable and necessary to protect the legitimate
business interests of CTP and that CTP would not have entered into
this Agreement in the absence of such restrictions. By reason of the
foregoing, Xxxxxxx agrees that if he violates any of the provisions of
this Xxxxxxxxx 0, XXX would sustain irreparable harm and, therefore,
irrevocably and unconditionally (i) agrees that in addition to any
other remedies which CTP may have under this Agreement or otherwise,
all of which remedies shall be cumulative, CTP shall be entitled to
apply to any court of competent jurisdiction for preliminary and
permanent injunctive relief and other equitable relief, (ii) that such
relief and any other claim by CTP pursuant hereto may be brought in
the United States District Court for the District of Massachusetts, or
if such court does not have subject matter jurisdiction or will not
accept jurisdiction, in any court of general jurisdiction in the
Commonwealth of Massachusetts; (iii) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding,
and (iv) waives any objection which Xxxxxxx may have to the laying of
venue of any such suit, action or proceeding in any such court.
Xxxxxxx also irrevocably and unconditionally consents to the service
of any process, pleadings, notices or other papers in a manner
permitted by the notice provisions hereof. In the event that any of
the provisions of this Paragraph 7 hereof should ever be adjudicated
to exceed the time, geographic, product or service, or other
limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the
maximum time, geographic, product or service, or other limitations
permitted by applicable law. In the event of a lawsuit pursuant to
this Paragraphs 7 and 8, the prevailing party shall be entitled to
recover reasonable costs, expenses and attorney's fees from the other
party.
(e) Xxxxxxx agrees that CTP may provide a copy of this Paragraph
7 to any business or enterprise (i) which the Xxxxxxx may directly or
indirectly own, manage, operate, finance, join, control or participate
in the ownership, management, operation, financing, or control of, or
(ii) with which he may be connected with as an officer, director,
employee, partner, principal, agent, representative, consultant or
otherwise, or in connection with which he may use or permit his name
to be used; provided, however, that this provision shall not apply as
to subparagraph (a) or (b) after expiration of the time periods set
forth therein or with respect to any activities, entities or persons
excluded by the terms hereof. Xxxxxxx will provide the names and
addresses of any of such persons or entities as CTP may from time to
time reasonably request.
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(f) In the event of any breach or violation of the restriction
contained in subparagraph (a) above, the Restricted Period therein
specified shall be tolled and shall not begin to run until such
violation has been fully and finally cured.
8. Ownership of Inventions and Ideas. Xxxxxxx acknowledges that CTP
shall be the sole owner of all the results and proceeds of Xxxxxxx'x
service hereunder, including but not limited to, all patents, patent
applications, patent rights, formulas, copyrights, inventions,
developments, discoveries, other improvements, data, documentation,
drawings, charts, and other written, audio and/or visual materials relating
to equipment, methods, products, processes, or programs in connection with
or useful to CTP's business (collectively, the "Developments") which
Xxxxxxx, by himself or in conjunction with any other person, may conceive,
make, acquire, acquire knowledge of, develop or create during the Term of
Xxxxxxx'x employment hereunder, free and clear of any claims by Xxxxxxx (or
any successor or assignee of him) of any kind or character whatsoever other
than Xxxxxxx'x right to compensation hereunder. Xxxxxxx acknowledges that
all copyrightable Developments shall be considered works made for hire
under the Federal Copyright Act. Xxxxxxx hereby assigns and transfers his
right, title and interest in and to all such Developments, and agrees that
he shall, at the request of CTP, execute or cooperate with CTP in any
patent applications, execute such assignments, certificates or other
instruments, and do any and all other acts, as the Board of Directors of
CTP from time to time reasonably deems necessary or desirable to evidence,
establish, maintain, perfect, protect, enforce or defend CTP's right, title
and interest in or to any such Developments.
9. Survival and Assignment. The provisions of Paragraphs 7 and 8 shall
survive the termination of this Agreement for any reason whatsoever. In
addition, Paragraphs 7 and 8 shall inure to the benefit of CTP's successors
and assigns and its rights hereunder will automatically be assigned.
10. Change of Control.
(a) If, during the Term, there should be a Change of Control (as
defined herein) and the acquiring or resulting entity shall not offer
Xxxxxxx comparable employment before the effective date of such Change
of Control, Xxxxxxx'x employment shall terminate and CTP shall
continue to pay Xxxxxxx his then current Base Salary on
regularly-scheduled paydays, as reduced by all voluntary and required
withholdings, for not less than two years from the effective date of
such Change of Control.
(b) Notwithstanding anything to the contrary in this Agreement or
in any other agreement or document relating to stock grants, options,
or restrictions, all stock grants and outstanding stock options
granted to Xxxxxxx shall become immediately vested and exercisable and
any and all rights CTP may have to repurchase securities from Xxxxxxx
shall immediately expire on the effective date of such Change of
Control to the extent permitted by the applicable plans and law.
(c) Notwithstanding any of the foregoing, CTP shall not be
obligated to make payments or provide benefits under this Subparagraph
unless Xxxxxxx has
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executed and delivered to CTP a further agreement satisfactory to CTP,
including without limitation a general release of all claims, a
provision incorporating his duties under Paragraphs 7 and 8 and a
continued assistance agreement.
(d) A "Change of Control" of CTP shall mean:
(i) The acquisition by any person, entity or "group" of
beneficial ownership of 50% or more of either the then
outstanding shares of common stock or the combined voting power
of Company's then outstanding voting securities entitled to vote
generally in the election of directors; and/or
(ii) The sale, conveyance or other disposition in one or a
series of related transactions of all or substantially all of the
assets of CTP.
11. Disputes/Good Faith Negotiations
(a) If any dispute arises under this Agreement that is not
settled promptly in the ordinary course of business, Employer and
Xxxxxxx shall seek to resolve any such dispute between them, first, by
negotiating promptly with each other in good faith in face-to-face
negotiations.
(b) Except as provided in respect of the provisions set forth in
Paragraphs 7 and 8 hereof, and specifically as provided in Paragraph
7(d), any dispute arising under this Agreement or out of his
employment shall be resolved exclusively by arbitration before the
American Arbitration Association at its Boston, Massachusetts offices
in accordance with its National Rules for the Resolution of Employment
Disputes. The arbitration decision shall be final and binding on both
parties, who shall be precluded from bringing or raising in any court
or other forum any dispute that was or could have been brought or
raised pursuant to this Agreement. Judgment upon such award may be
entered in any state or federal court of competent jurisdiction.
12. Miscellaneous.
(a) Any notice authorized or required to be given or made by or
pursuant to this Agreement shall be made in writing and either
personally delivered or mailed by overnight express mail to the
respective address of the party to receive such notice, which address
is the one designated below the name of such party on the signature
page hereof, or to such other address as a party may specify by notice
to the other parties hereto.
(b) This Agreement cancels and supersedes any and all prior
agreements and understandings, whether written or oral, between or
among any or all of the parties hereto with respect to the employment
by or obligations of Xxxxxxx to any thereof. This Agreement
constitutes the entire agreement among the parties with respect
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to the matters herein provided, and no modification or waiver of any
provision hereof shall be effective unless in writing and signed by
the parties hereto.
(c) All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the
respective heirs, executors, administrators, legal representatives,
successors and assigns of the parties hereto, except that the duties
and responsibilities of Xxxxxxx hereunder are of a personal nature and
shall not be assignable or delegable in whole or in part by Xxxxxxx.
(d) Xxxxxxx agrees that the obligations of CTP hereunder shall be
limited to CTP only, and Xxxxxxx agrees that he shall not bring any
claim or suit against any director, shareholder, employee or
representative of CTP or any person other than CTP for any breach or
default hereunder.
(e) If any provision of this Agreement or application thereof to
anyone or under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect any other provision or application of this Agreement
which can be given effect without the invalid or unenforceable
provision or application and shall not invalidate or render
unenforceable such provision or application in any other jurisdiction.
(f) No remedy conferred upon any party by this Agreement is
intended to be exclusive of any other remedy, and each and every such
remedy shall be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in
equity. No delay or omission by any party in exercising any right,
remedy or power hereunder or existing at law or in equity shall be
construed as a waiver thereof, and any such right, remedy or power may
be exercised by the party possessing the same from time to time and as
often as may be deemed expedient or necessary by such party in its
sole discretion.
(g) This Agreement may be executed in several counterparts, each
of which is an original. It shall not be necessary in making proof of
this Agreement or any counterpart hereof to produce or account for any
of the other counterparts.
13. Controlling Law. The validity, interpretation, construction,
performance and enforcement of this Agreement shall be governed by the laws
of the Commonwealth of Massachusetts
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IN WITNESS WHEREOF, and intending to be bound hereby, Xxxxxxx has hereunto
set his hand and CTP has caused this Employment Agreement to be duly executed.
CAMBRIDGE TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC.
/s/ Xxxx X. Xxxxxxx /As of 8/27/99 By: /s/ Xxxxx X. X'Xxxx /As of 8/27/99
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Xxxx X. Xxxxxxx Date Name: Date
---------------------------------
Title:
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