EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT dated as of June 30, 2006 between INTERNATIONAL CARD
ESTABLISHMENT, INC., a Delaware corporation (the "Employer" or the "Company"),
and __________________ (the "Employee").
W I T N E S S E T H :
WHEREAS, the Employer desires to employ the Employee as its Chief Executive
Officer to be assured of his services as such on the terms and conditions
hereinafter set forth; and
WHEREAS, the Employee is willing to accept such employment on such terms
and conditions;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Employer
and the Employee hereby agree as follows:
I. Term.
Employer hereby agrees to employ Employee, and Employee hereby agrees to serve
Employer for a three-year period commencing effective as of the date of this
Agreement (the "Effective Date") (such period being herein referred to as the
"Initial Term," and any year commencing on the Effective Date or any anniversary
of the Effective Date being hereinafter referred to as an "Employment Year").
After the Initial Term and on the last day of any Employment Year thereafter,
this Agreement shall be automatically renewed for successive one year periods
(each such period being referred to as a "Renewal Term"), unless, more than
ninety (90) days prior to the expiration of the Initial Term or any Renewal
Term, either the Executive or the Company gives written notice that employment
will not be renewed ("Notice of Non-Renewal"), whereupon (i) if the Executive
gives the Notice of Non-Renewal, the term of the Executive's employment shall
terminate upon the expiration of the Initial Term or the then current Renewal
Term, as the case may be, or (ii) if the Company gives the Notice of Non-Renewal
or terminates this Agreement without Cause, the term of the Executive's
employment shall be for a final three (3) year period (the "Final Renewal
Term"), commencing effective at the date of the Notice of Non-Renewal, unless
sooner terminated pursuant to Section 6 hereof.
II. Employee Duties.
A. During the term of this Agreement, the Employee shall serve as Chief
Executive Officer of Company. In his capacity as such, Employee shall do and
perform all services, acts or things necessary or advisable as an executive of
the Company who is in charge of the overall operations of the Company, subject
at all times to the policies set by the Board of Directors (the "Board").
B. The Employee shall devote a reasonable portion of his business time,
attention, knowledge and skills faithfully, diligently and to the best of his
ability, in furtherance of the business and activities of the Company. The
expenditure of reasonable amounts of time for educational, charitable or
professional activities shall not be deemed a breach of this Agreement. The
principal place of performance by the Employee of his duties hereunder shall be
the Company's principal executive offices, although the Employee may be required
to travel outside of the area where the Company's principal executive offices
are located in connection with the business of the Company.
III. Compensation.
A. During the term of this Agreement, the Employer shall pay the Employee a
salary (the "Salary") at a rate of $36,000 per annum in respect of each
Employment Year, payable in equal installments bi-weekly, or at such other times
as may mutually be agreed upon between the Employer and the Employee. Such
Salary may be increased from time to time at the discretion of the Board.
B. In addition to the foregoing, the Employee shall be entitled to such other
cash bonuses and such other compensation in the form of stock, stock options or
other property or rights as may from time to time be awarded to him by the Board
during or in respect of his employment hereunder.
IV. Benefits.
A. During the term of this Agreement, the Employee shall have the right to
receive or participate in all existing and future benefits and plans which the
Company may from time to time institute during such period for its executive
officers (the "Executive Officers") and for which the Employee is eligible.
Nothing paid to the Employee under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the salary or
any other obligation payable to the Employee pursuant to this Agreement. The
Company agrees to include Employee and Employee's spouse and children, as
appropriate, in the coverage of any available medical, dental, disability, life,
and Director and Officer liability insurance policies.
B. During the term of this Agreement, the Employee will be entitled to the
number of paid holidays, personal days off, paid vacation days and sick leave
days in each calendar year as are determined by the Company from time to time.
Such paid vacation may be taken in the Employee's discretion with the prior
approval of the Employer, and at such time or times as are not inconsistent with
the reasonable business needs of the Company.
V. Travel Expenses.
All travel and other expenses incident to the rendering of services reasonably
incurred on behalf of the Company by the Employee during the term of this
Agreement shall be paid by the Employer provided that such expenses are incurred
in accordance with the Company's policies which include pre-authorization for
expenses in excess of fixed amounts. If any such expenses are paid in the first
instance by the Employee, the Employer shall reimburse him therefor on
presentation of appropriate receipts for any such expenses.
VI. Termination.
Employee's employment under this Agreement may be terminated without any breach
of this Agreement only on the following circumstances:
6.1. Death. The Employee's employment under this Agreement shall terminate upon
his death.
6.2. Disability. If, as a result of the Employee's incapacity due to physical or
mental illness, the Employee shall have been absent from his duties under this
Agreement for 180 consecutive calendar days during any calendar year, the
Employer may terminate the Employee's employment under this Agreement.
6.3. Cause. The Employer may terminate the Employee's employment under this
Agreement for Cause. For purposes of this Agreement, the Employer shall have
"Cause" to terminate the Employee's employment under this Agreement upon (a) the
willful and continued failure by the Employee to substantially perform his
duties under this Agreement (other than any such failure resulting from the
Employee's incapacity due to physical or mental illness) after demand for
substantial performance is delivered by the Employer, in writing, specifically
identifying the manner in which the Employer believes the Employee has not
substantially performed his duties and the Employee fails to perform as required
within 30 days after such demand is made, (b) the willful engaging by the
Employee in criminal misconduct (including embezzlement and criminal fraud)
which is materially injurious to the Employer, monetarily or otherwise or (c)
the conviction of the Employee of a felony and the expiration of our time to
appeal such conviction. For purposes of this paragraph, no act, or failure to
act, on the Employee's part shall be considered "willful" unless done, or
omitted to be done, by him not in good faith and without reasonable belief that
his action or omission was in the best interest of the Employer.
Notwithstanding the foregoing, the Employee shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to the
Employee a copy of a resolution, duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board (other than the
Employee) at meeting of the Board called and held for such purpose (after
reasonable written notice to the Employee and an opportunity for him, together
with his counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, the Employee was guilty of conduct set forth above in
clause (a), (b) or (c), and specifying the particulars thereof in detail.
6.4. Termination by the Employee for Good Reason, Upon a Change of Control or
Because of Ill Health. The Employee may terminate his employment under this
Agreement (a) for Good Reason (as hereinafter defined), (b) at any time within
twelve months after a Change of Control, or (c) if his health should become
impaired to any extent that makes the continued performance of his duties under
this Agreement hazardous to his physical or mental health or his life, provided
that, in the latter case, the Employee shall have furnished the Employer with a
written statement from a qualified doctor to such effect and provided, further,
that at the Employer's request and expense the Employee shall submit to an
examination by a doctor selected by the Employer and such doctor shall have
concurred in the conclusion of the Employee's doctor; provided if the Employer's
doctor does not concur, the Employee's and Employer's doctors shall select a
third physician whose determination shall be binding.
6.4.1. Good Reason. For purposes of this Agreement, "Good Reason" shall mean (a)
any assignment to the Employee of any duties or reporting obligations other than
those contemplated by, or any limitation of the powers of the Employee in any
respect not contemplated by, this Agreement, (b) failure by the Employer to
comply with its obligations and agreements contained in this Agreement, (c)
failure of the Employer to obtain the assumption of the agreement to perform
this Agreement by any successor as contemplated in Section 9(g) of this
Agreement. With respect to the matters set forth in clauses (a), (b) and (c) of
this paragraph, the Employee must give the Employer 30 days prior written notice
of his intent to terminate this Agreement as a result of any breach or alleged
breach of the applicable provision and the Employer shall have the right to cure
any such breach or alleged breach within such 30 day period.
6.4.2. Change of Control. For purposes of this Agreement, a "Change of Control"
shall be deemed to occur, unless previously consented to in writing by the
Employee, upon (a) the actual acquisition or the execution of an agreement to
acquire 15% or more of the voting securities of the Employer by any person or
entity not affiliated with the Employee (other than pursuant to a bona fide
underwriting agreement relating to a public distribution of securities of the
Employer), (b) the commencement of a tender or exchange offer for more than 15%
of the voting securities of the Employer by any person or entity not affiliated
with the Employee, (c) the commencement of a proxy contest against the
management for the election of a majority of the Board of the Employer if the
group conducting the proxy contest owns, has or gains the power to vote at least
15% of the voting securities of the Employer, (d) a vote by the Board to merge,
consolidate, sell all or substantially all of the assets of the Employer to any
person or entity not affiliated with the Employee, or (e) the election of
directors constituting a majority of the Board of Directors who have not been
nominated or approved by the Employer.
VII. Notice of Termination.
Any termination of the Employee's employment by the Employer or by the Employee
(other than termination by reason of the Employee's death) shall be communicated
by written Notice of Termination to the other party of this Agreement. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employee's employment under the provision
so indicated.
VIII. Date of Termination.
The "Date of Termination" shall mean (a) if the Employee's employment is
terminated by his death, the date of his death, (b) if the Employee's employment
is terminated pursuant to Section 6.2 above, the date on which the Notice of
Termination is given, (c) if the Employee's employment is terminated pursuant to
Section 6.3 above, the date specified on the Notice of Termination after the
expiration of any cure periods and (d) if the Employee's employment is
terminated for any other reason, the date on which a Notice of Termination is
given after the expiration of any cure periods.
IX. Compensation Upon Termination or During Disability.
(a) If the Employee's employment shall be terminated by reason of his death, the
Employer shall pay to such person as he shall designate in writing filed with
the Employer, or if no such person shall be designated, to his estate as a lump
sum benefit, his full Salary to the date of his death in addition to any
payments to the Employee's spouse, beneficiaries or estate may be entitled to
receive pursuant to any pension or employee benefit plan or life insurance
policy or similar plan or policy then maintained by the Employer, and such
payments shall, assuming the Employer is in compliance with the provisions of
this Agreement, fully discharge the Employer's obligations with respect to
Section 3 of this Agreement, but all other obligations of the Employer under
this Agreement, including the obligations to indemnify, defend and hold harmless
the Employee, shall remain in effect.
(b) During any period that the Employee fails to perform his duties hereunder as
a result of incapacity due to physical or mental illness, the Employee shall
continue to receive his Salary until the Employee's employment is terminated
pursuant to Section 6.2 of this Agreement, or until the Employee terminates his
employment pursuant to Section 6.4(a) of this Agreement, whichever first occurs.
After termination, the Employee shall be paid, in equal monthly installments,
100% of his Salary, at the rate in effect at the time Notice of Termination is
given, for one year, and thereafter for one additional year at an annual rate
equal to 50% of the Salary which would have been in effect under this Agreement,
plus, in each case, any disability payments otherwise payable by or pursuant to
plans provided by the Employer to its executive officers. To the extent
physically and mentally capable of so doing without potentially impairing or
damaging his health, the Employee shall provide consulting services to the
Employer during the period that he is receiving payments pursuant to this
Section 9(b).
(c) If the Employee's employment shall be terminated for Cause or terminated by
the Employee without Good Reason prior to or more than twelve months after, a
Change of Control, the Employer shall pay the Employee his full Salary through
the Date of Termination, at the rate in effect at the time Notice of Termination
is given, and the Employer shall, assuming the Employer is in compliance with
the provisions of this Agreement, have no further obligations with respect to
Section 3 of this Agreement, but all other obligations of the Employer under
this Agreement, including the obligations to indemnify, defend and hold harmless
the Employee, shall remain in effect.
(d) If (A) in breach of this Agreement, the Employer shall terminate the
Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it
being understood that a purported termination pursuant to Section 6.2 or 6.3
hereof which is disputed and finally determined not to have been proper shall be
a termination by the Employer in breach of this Agreement), including as a
result of a Change of Control, and/or (B) the Employee shall terminate his
employment for Good Reason or at any time within twelve months after a Change of
Control, then the Employer shall pay to the Employee:
(i) his full Salary through the Date of Termination at the rate in effect at the
time Notice of Termination is given;
(ii) for periods subsequent to the Date of Termination (in lieu of any further
payments pursuant to Section 3 of this Agreement), Severance Pay (as hereinafter
defined), payable on the first day following the Date of Termination, as
follows:
(A) if (i) the Employee, with or without Good Reason, terminates his employment
at any time within twelve months after a Change of Control; or (ii) the
Employee's employment is terminated either by the Employee for Good Reason or by
the Employer other than pursuant to Sections 6.2 or 6.3 hereof, a lump sum
amount equal to the highest of (x) $300,000 or (y) three (3) times total
compensation (including value of the stock options granted during such period)
earned by the Employee during the twelve month period prior to such Date of
Termination ("Severance Pay"); and (iii) all other damages to which the Employee
may be entitled as a matter of law or equity as result of the termination of his
employment under this Agreement, including all costs and expense and expenses
incurred by him (including attorneys fees) in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit provided by
this Agreement.
(e) In the event of a termination of this Agreement by the Employee as a result
of a Change of Control pursuant to which the Severance Pay is as set forth above
in Section 9(d), the Severance Pay shall be the average taxable compensation of
the Employee for the five taxable years prior to such termination or such higher
amount as may be permitted by the Internal Revenue Service to compute "base
amount" for purposes of Section 280G of the Internal Revenue Code of 1986 (as
amended) multiplied by three (but in no event may this amount exceed Severance
Pay as provided by Section 9(d) of this Agreement unless agreed to by the
Employee). In the event of a termination of this Agreement by the Employee as a
result of a Change of Control the amount payable pursuant to Section 9(d) shall
be increased so that after payment of any excise tax the Employee shall receive
the amount specified in Section 9(d). The Employee shall be entitled to
initially receive the entire amount provided for in Section 9(d) and shall not
be required to repay to the Employer any amount which is ultimately and finally
determined by the Internal Revenue Service (or an appropriate court) to have
been in excess of the permitted amount and the Employer agrees to use its best
efforts to support the Employee's position that such payments are not subject to
excise tax in any dealings with the Internal Revenue Service any in any
appropriate legal proceedings.
(f) The Employee shall not be required to mitigate the amount of any payment
provided for in this Section 9 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this Section 9 be reduced by any
compensation earned by the Employee as the result of employment by another
employer or business or by profits earned by the Employee from any other source
at any time before and after the Date of Termination.
(g) The Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Employer, by agreement in form and substance
satisfactory to the Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place. Failure of the
Employer to obtain such Agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Employee to
compensation from the Employer in the same amount and on the same terms as he
would be entitled to under Section 9(d)(ii)(B) if he terminated his employment
for Good Reason, except for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Employer" shall mean the Employer and
any successor to its business and/or assets which executes the Agreement or
which otherwise becomes bound by the terms and conditions of this Agreement by
operation of law.
X. Confidentiality; Noncompetition.
A. The Employer and the Employee acknowledge that the services to be performed
by the Employee under this Agreement are unique and extraordinary and, as a
result of such employment, the Employee will be in possession of confidential
information relating to the business practices of the Company. The term
"confidential information" shall mean any and all information (verbal and
written) relating to the Company or any of its affiliates, or any of their
respective activities, other than such information which can be shown by the
Employee to be in the public domain (such information not being deemed to be in
the public domain merely because it is embraced by more general information
which is in the public domain) other than as the result of breach of the
provisions of this Section 10(a), including, but not limited to, information
relating to: trade secrets, personnel lists, financial information, research
projects, services used, pricing, customers, customer lists and prospects,
product sourcing, marketing and selling and servicing. The Employee agrees that
he will not, during or for a period of two years after the termination of
employment, directly or indirectly, use, communicate, disclose or disseminate to
any person, firm or corporation any confidential information regarding the
clients, customers or business practices of the Company acquired by the Employee
during his employment by Employer, without the prior written consent of
Employer; provided, however, that the Employee understands that Employee will be
prohibited from misappropriating any trade secret (as defined for purposes of
Indiana law) at any time during or after the termination of employment.
B. The Employee hereby agrees that he shall not, during the period of his
employment and for a period of one (1) year following such employment, directly
or indirectly, within any county (or adjacent county) in any State within the
United States or territory outside the United States in which the Company is
engaged in business during the period of the Employee's employment or on the
date of termination of the Employee's employment, engage, have an interest in or
render any services to any business (whether as owner, manager, operator,
licensor, licensee, lender, partner, stockholder, joint venturer, employee,
consultant or otherwise) competitive with the Company's principal business
activities. Notwithstanding the foregoing, Employee shall be permitted to own
(as a passive investment) not more than 5% of any class of securities which is
publicly traded; provided, however that said 5% limitation shall apply to the
aggregate holdings or Employee and those of all other persons and entities with
whom Employee has agreed to act for the purpose of acquiring, holding, voting or
disposing of such securities.
C. The Employee hereby agrees that he shall not, during the period of his
employment and for a period of two (2) years following such employment, directly
or indirectly, take any action which constitutes an interference with or a
disruption of any of the Company's business activities including, without
limitation, the solicitations of the Company's customers, or persons listed on
the personnel lists of the Company. At no time during the term of this
Agreement, or thereafter shall the Employee directly or indirectly, disparage
the commercial, business or financial reputation of the Company.
D. For purposes of clarification, but not of limitation, the Employee hereby
acknowledges and agrees that the provisions of subparagraphs 10(b) and (c) above
shall serve as a prohibition against him, during the period referred to therein,
directly or indirectly, hiring, offering to hire, enticing, soliciting or in any
other manner persuading or attempting to persuade any officer, employee, agent,
lessor, lessee, licensor, licensee or customer who has been previously contacted
by either a representative of the Company, including the Employee, (but only
those suppliers existing during the time of the Employee's employment by the
Company, or at the termination of his employment), to discontinue or alter his,
her or its relationship with the Company.
E. Upon the termination of the Employee's employment for any reason whatsoever,
all documents, records, notebooks, equipment, price lists, specifications,
programs, customer and prospective customer lists and other materials which
refer or relate to any aspect of the business of the Company which are in the
possession of the Employee including all copies thereof, shall be promptly
returned to the Company.
F. 1. The Employee agrees that all processes, technologies and inventions
("Inventions"), including new contributions, improvements, ideas and
discoveries, whether patentable or not, conceived, developed, invented or made
by him during his employment by Employer shall belong to the Company, provided
that such Inventions grew out of the Employee's work with the Company are
related in any manner to the business (commercial or experimental) of the
Company or are conceived or made on the Company's time or with the use of the
Company's facilities or materials. The Employee shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions for the
United States and foreign countries; (c) sign all papers necessary to carry out
the foregoing; and (d) give testimony in support of his inventorship;
2. If any Invention is described in a patent application or is disclosed to
third parties, directly or indirectly, by the Employee within two years after
the termination of his employment by the Company, it is to be presumed that the
Invention was conceived or made during the period of the Employee's employment
by the Company; and
3. The Employee agrees that he will not assert any rights to any Invention as
having been made or acquired by him prior to the date of this Agreement, except
for Inventions, if any, disclosed to the Company in writing prior to the date
hereof.
G. The Company shall be the sole owner of all products and proceeds of the
Employee's services hereunder, including, but not limited to, all materials,
ideas, concepts, formats, suggestions, developments, arrangements, packages,
programs and other intellectual properties that the Employee may acquire,
obtain, develop or create in connection with and during the term of the
Employee's employment hereunder, free and clear of any claims by the Employee
(or anyone claiming under the Employee) of any kind or character whatsoever
(other than the Employee's right to receive payments hereunder). The Employee
shall, at the request of the Company, execute such assignments, certificates or
other instruments as the Company may from time to time deem necessary or
desirable to evidence, establish, maintain, perfect, protect, enforce or defend
its right, or title and interest in or to any such properties.
H. The parties hereto hereby acknowledge and agree that (i) the Company would be
irreparably injured in the event of a breach by the Employee of any of his
obligations under this Section 10, (ii) monetary damages would not be an
adequate remedy for any such breach, and (iii) the Company shall be entitled to
injunctive relief, in addition to any other remedy which it may have, in the
event of any such breach.
I. The parties hereto hereby acknowledge that, in addition to any other remedies
the Company may have under Section 7(h) hereof, the Company shall have the right
and remedy to require the Employee to account for and pay over to the Company
all compensation, profits, monies, accruals, increments or other benefits
(collectively, "Benefits") derived or received by the Employee as the result of
any transactions constituting a breach of any of the provisions of Section 10,
and the Employee hereby agrees to account for any pay over such Benefits to the
Company.
J. Each of the rights and remedies enumerated in Section 10(h) and 10(i) shall
be independent of the other, and shall be severally enforceable, and all of such
rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company under law or in equity.
K. If any provision contained in this Section 10 is hereafter construed to be
invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full effect, without regard to the
invalid portions.
L. If any provision contained in this Section 10 is found to be unenforceable by
reason of the extent, duration or scope thereof, or otherwise, then the court
making such determination shall have the right to reduce such extent, duration,
scope or other provision and in its reduced form any such restriction shall
thereafter be enforceable as contemplated hereby.
M. It is the intent of the parties hereto that the covenants contained in this
Section 10 shall be enforced to the fullest extent permissible under the laws
and public policies of each jurisdiction in which enforcement is sought (the
Employee hereby acknowledging that said restrictions are reasonably necessary
for the protection of the Company). Accordingly, it is hereby agreed that if any
of the provisions of this Section 10 shall be adjudicated to be invalid or
unenforceable for any reason whatsoever, said provision shall be (only with
respect to the operation thereof in the particular jurisdiction in which such
adjudication is made) construed by limiting and reducing it so as to be
enforceable to the extent permissible, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.
XI. Indemnification.
The Employer shall indemnify and hold harmless the Employee against any and all
expenses reason- ably incurred by him in connection with or arising out of (a)
the defense of any action, suit or proceeding in which he is a party, or (b) any
claim asserted or threatened against him, in either case by reason of or
relating to his being or having been an employee, officer or director of the
Company, whether or not he continues to be such an employee, officer or director
at the time of incurring such expenses, except insofar as such indemnification
is prohibited by law. Such expenses shall include, without limitation, the fees
and disbursements of attorneys, amounts of judgments and amounts of any
settlements, provided that such expenses are agreed to in advance by the
Employer. The foregoing indemnification obligation is independent of any similar
obligation provided in the Employer's Certificate of Incorporation or Bylaws,
and shall apply with respect to any matters attributable to periods prior to the
Effective Date, and to matters attributable to his employment hereunder, without
regard to when asserted.
XII. General. This Agreement is further governed by the following provisions:
A. Notices. All notices relating to this Agreement shall be in writing and shall
be either personally delivered, sent by telecopy (receipt confirmed) or mailed
by certified mail, return receipt requested, to be delivered at such address as
is indicated below, or at such other address or to the attention of such other
person as the recipient has specified by prior written notice to the sending
party. Notice shall be effective when so personally delivered, one business day
after being sent by facsimile or five days after being mailed.
To the Employer:
International Card Establishment, Inc.
000 Xxxxxxx Xxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxxx 00000
To the Employee:
B. Parties in Interest. Employee may not delegate his duties or assign his
rights hereunder. This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns.
C. Entire Agreement. This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the
employment of the Employee by the Employer and contains all of the covenants and
agreements between the parties with respect to such employment in any manner
whatsoever. Any modification or termination of this Agreement will be effective
only if it is in writing signed by the party to be charged.
D. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. Employee agrees to and
hereby does submit to jurisdiction before any state or federal court of record
in Ventura County, California, or in the state and county in which such
violation may occur, at Employer's election.
E. Warranty. Employee hereby warrants and represents as follows:
1. That the execution of this Agreement and the discharge of Employee's
obligations hereunder will not breach or conflict with any other contract,
agreement, or understanding between Employee and any other party or parties.
2. Employee has ideas, information and know-how relating to the type of business
conducted by Employer, and Employee's disclosure of such ideas, information and
know-how to Employer will not conflict with or violate the rights of any third
party or parties.
F. Severability. In the event that any term or condition in this Agreement shall
for any reason be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other term or condition of this Agreement,
but this Agreement shall be construed as if such invalid or illegal or
unenforceable term or condition had never been contained herein.
G. Execution in Counterparts. This Agreement may be executed by the parties in
one or more counterparts, each of which shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement, and
shall become effective when one or more counterparts has been signed by each of
the parties hereto and delivered to each of the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INTERNATIONAL CARD ESTABLISHMENT, INC.
By: _____________________
Name: _____________________
Title: _____________________
EMPLOYEE
______________________________
