EXHIBIT 10.4
LION, INC. EMPLOYMENT AND NON-COMPETITION AGREEMENT
This Employment and Non-Competition Agreement (this "Agreement") is
made effective the 13th day of October 2004 ("Effective Date"), by LION, Inc.
("Employer"), and Xxxxxxx Xxxxxx ("Executive").
RECITALS
A. Employer has acquired Xxxxxx Risk Management Services, Inc. (TRMS,
Inc.), including all of its goodwill, for valuable consideration through a
merger (the "Merger") of TRMS, Inc. with and into LION Acquisition, LLC, a
wholly owned subsidiary of Employer. LION Acquisition, LLC shall change its name
after the Merger closes to Xxxxxx Risk Management Services, LLC ("TRMS").
B. Executive, a principal stockholder of TRMS, Inc. has knowledge of
TRMS Inc.'s trade secrets and proprietary information of TRMS, Inc., including,
but not limited to, its customer lists, business plans and business strategies.
As a condition and inducement to Employer to undertake the Merger, Executive has
agreed to be employed by Employer on the terms set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1.
1.1 "Basic Compensation" is defined as Salary and Benefits (see Section
3.1.1 and 3.1.2).
1.2 "Bonus Compensation" is defined in Section 3.2.
1.3 "Cause" is defined in Section 6.2
1.4 "Confidential Information" is defined as the following information
and materials in written, oral, magnetic, photographic, optical or other form
and whether now existing or developed or created during the term of this
Agreement which are proprietary to Employer and are highly sensitive in nature.
1.4.1 INFORMATION MARKED PROPRIETARY OR CONFIDENTIAL. All data,
documents, materials, drawings and information in tangible form and marked
"Proprietary" or "Confidential."
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1.4.2 PRODUCTS. Any and all ideas, designs, inventions,
discoveries, processes, methods, plans, concepts, know-how, methods, techniques,
structures, specifications, design specifications, design notes, flow charts,
documentation, technical and engineering data, laboratory studies, test results
and any other information and materials, whether or not in tangible form,
relating to Employer's operations.
1.4.3 TRADE SECRETS. All Employer's trade secrets, including as
defined in any agreement between Executive and Employer, any of Employer's
policies, or the Washington Trade Secrets Law, RCW 19.108 et seq., and including
without limitation, the specific terms of Employer's relationships or agreements
with significant vendors and customers, and targeted prospective vendors and
customers; Employer's customer list; and information concerning Employer's
management, finance, marketing and business plans.
1.4.4 LEGAL RIGHTS. Patents, copyrights, trade secrets,
trademarks, and service marks ("Intellectual Property"), including any documents
containing information concerning such Intellectual Property.
1.4.5 THIRD PARTY INFORMATION. Any and all information and
materials in Employer's possession or under its control from any other person or
entity which Employer is obligated to treat as confidential or proprietary
("Third Party Information").
1.4.6 NOT GENERALLY KNOWN. Any and all information not generally
known to the public or within the industries or trades in which Employer
competes.
1.5 "Effective Date" means the date stated in the first paragraph of
the Agreement.
1.6 "Employment Period" means the period beginning on the Effective
Date and ending on termination of Executive's employment pursuant to Section 6.
1.7 "Person" is any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.
1.8 "Proprietary Items" is defined in Section 7.2.4.
1.9 "Salary" is defined in Section 3.1.1.
1.10 "Severance Benefit" is defined as 50% of the Executive's annual
salary for the calendar year in which this Agreement is terminated, together
with continuation of Benefits as defined in Sections 3.1.2 and 6.3.5 herein, at
the level the Executive is receiving at the time of Termination for six months
immediately following the Date of Termination.
1.11 "Severance Period" means a period of six months immediately
following the Date of
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2. EMPLOYMENT AND DUTIES
2.1 EMPLOYMENT
Employer hereby employs Executive, and Executive hereby accepts
employment by Employer, upon the terms and conditions set forth in this
Agreement.
2.2 TERM
Subject to the provision of Section 6, the term of Executive's
employment under this Agreement will be three (3) years, beginning on the
effective date (October 13, 2004) and ending on the third anniversary of the
Effective Date.
2.3 DUTIES
Executive will have such duties as are assigned or delegated to
Executive by the CEO and will serve as President of TRMS, reporting initially to
Employer's CEO. Executive will devote his entire business, time, attention,
skill, and energy exclusively to the business of Employer, will use his best
efforts to promote the success of Employer's business, and will cooperate fully
with Employer and its Board of Directors in the advancement of the best
interests of Employer. The foregoing notwithstanding, Executive may devote time,
attention, skill and energy to REITCO, as defined in the Agreement of Merger,
among Employer, TRMS and the other parties named therein (the "Merger
Agreement"). Executive will initially be placed on TRMS's Board of Directors.
3. COMPENSATION
3.1 BASIC COMPENSATION
3.1.1 SALARY. Executive will be paid an annual salary of $145,314
per year subject to adjustment as provided below (the "Salary"), which will be
payable in equal periodic installments according to Employer's customary payroll
practices, but no less frequently than monthly. The Salary and Benefits (i.e.
Basic Compensation) will be reviewed by the CEO and Compensation Committee not
less frequently than annually.
3.1.2 BENEFITS. Executive will, during the Employment Period, be
permitted to participate in such pension, profit sharing, bonus, life insurance,
hospitalization, major medical, and other employee benefit plans of Employer
that may be in effect from time to time, to the extent Executive is eligible
under the terms of those plans (collectively, the "Benefits"). If Employer
grants registration rights to other senior executives with respect to their
Employer securities, Employer shall grant Executive the same registration rights
with respect to his Employer securities.
3.2 BONUS COMPENSATION
Annually the CEO and Compensation Committee will review and/or
determine any bonus compensation plans or changes thereto for the Executive.
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4. FACILITIES AND EXPENSES
4.1 GENERAL
Employer will furnish Executive office space, equipment, supplies, and
such other facilities and personnel as Employer deems necessary or appropriate
for the performance of Executive's duties under this Agreement. Employer will
pay on behalf of Executive (or reimburse Executive for) reasonable expenses
incurred by Executive at the request of, or on behalf of, Employer in the
performance of Executive's duties pursuant to this Agreement, and in accordance
with Employer's policies. Executive must file expense reports with respect to
such expenses in accordance with Employer's policies.
4.2 BUSINESS EXPENSES
Employer shall reimburse Executive for all reasonable, ordinary and
necessary business expenses incurred by Executive in the performance of his
duties and the promotion of the Employer's business.
4.3 CELLULAR PHONE
Employer will pay for and provide Executive with a cellular phone and
phone service for business use if so requested by the Executive.
5. VACATIONS AND HOLIDAYS
Executive will be entitled to vacation each calendar year in accordance
with the vacation policies of Employer in effect for its employee officers from
time to time, but in no event shall Executive be entitled to less than four (4)
weeks vacation annually. Vacation must be taken by Executive at such time or
times as approved by the CEO. Executive will also be entitled to the paid
holidays set forth in Employer's policies. Vacation days and holidays during any
calendar year that are not used by Executive during such calendar year may not
be used in any subsequent calendar year without Employer's prior written
consent.
6. TERMINATION
6.1 EVENTS OF TERMINATION
The Employment Period, Executive's Salary and Benefits and any and all
other rights of Executive under this Agreement or otherwise as an employee of
Employer will terminate (except as otherwise provided in this Section 6) on the
earliest of:
6.1.1 the death of Executive;
6.1.2 written notice by Executive;
6.1.3 written notice by Employer; or
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6.1.4 for Cause (as defined in Section 6.2), immediately upon
notice from Employer to Executive, or Executive to Employer, as applicable.
6.2 DEFINITION OF "CAUSE"
For purposes of Section 6.2, "Cause" for Employer shall mean any of the
following: (i) Executive's theft, dishonesty, or falsification of Employer's
documents or records; (ii) Executive's participation in a fraud or act of
dishonesty against Employer; (iii) any action taken in bad faith by Executive
which has a detrimental effect on Employer's reputation or business; (iv)
Executive's willful failure or inability to perform any reasonable assigned
duties that is not remedied by Executive within forty-five (45) days of written
notice of such failure or inability from Employer; (v) Executive's unremedied
material breach of this Agreement after receipt of the written notice discussed
above, or any violation of Employer's written policies constituting gross
intentional misconduct adversely and demonstrably affecting Employer's business
or reputation; or (vi) Executive's conviction (including any plea of guilty or
NOLO CONTENDERE) of any felony or crime involving dishonesty.
For purposes of Section 6.2, "Cause" for Executive shall mean any one
of the following events which occurs without Executive's consent: (i) any
reduction of Executive's then existing compensation or benefits, except to the
extent that such compensation of all other senior executives of Employer is
equally reduced; (ii) any material diminution of Executive's duties,
responsibilities, authority, reporting structure, titles or offices; provided,
that Executive gives Employer written notice of such material diminution and it
is not remedied by Employer within thirty (30) days of receipt of such notice;
(iii) any request that Executive relocate to a work site that would increase
Executive's one-way commute distance by more than fifty (50) miles from
Executive's then principal residence; (iv) any material breach by Employer of
its obligations under this Agreement that is not remedied by Employer within
thirty (30) days of written notice of such breach from Executive; (v) another
entity or person becoming the majority owner through a hostile takeover of
Employer; or (vi) a slate of directors is elected, a majority of which were not
recommended by the existing directors and management prior to the vote.
6.3 TERMINATION PAY
Effective upon the termination of this Agreement, Employer will be
obligated to pay Executive only such compensation as is provided in this Section
6.3, and in lieu of all other amounts and in settlement and complete release of
all claims Executive may have against Employer.
6.3.1 TERMINATION BY EMPLOYER FOR CAUSE OR TERMINATION BY
EXECUTIVE WITHOUT CAUSE. If Employer terminates this Agreement for Cause, or
Executive terminates this Agreement without cause, Executive will be entitled to
receive his Salary only through the date such termination is effective.
6.3.2 TERMINATION UPON DEATH. If this Agreement is terminated
because of Executive's death, Executive will be entitled to receive his Salary
through the end of the calendar month in which his death occurs, plus a
Severance Benefit.
6.3.3 TERMINATION BY EMPLOYER WITHOUT CAUSE. If Employer
terminates this Agreement without Cause, Employer will pay Executive his Salary
through the end of the calendar month in which such termination occurs. Employer
will also pay the Severance Benefit.
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6.3.4 TERMINATION BY EXECUTIVE FOR CAUSE. If the Executive
terminates this Agreement "for cause", the Employer will pay Executive his
Salary through the end of the calendar month in which such termination occurs.
Employer will also pay the Severance Benefit.
6.3.5 BENEFITS. Executive's accrual of, or participation in plans
providing for benefits will cease at the effective date of the termination of
this Agreement, and Executive will be entitled to accrued Benefits pursuant to
such plans only as provided in such plans. Following the Termination Date, the
Executive has the right to continue coverage under Employer's health insurance
plans as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended ("COBRA"), provided the Executive makes a timely election for such
continued coverage. However, if the Executive terminates "for cause" or the
Employer terminates the Executive "without cause", Employer will pay Executive's
cost of COBRA during the 6-month Severance Period.
7. NON-DISCLOSURE COVENANT
7.1 ACKNOWLEDGMENTS BY THE EXECUTIVE
Executive acknowledges that (a) during the Employment Period and as a
part of his employment, Executive will be afforded access to Confidential
Information; (b) disclosure of such Confidential Information to any third party
could have an adverse effect on Employer and its business; and (c) the
provisions of this Section 7 are reasonable and necessary to prevent the
improper use or disclosure of Confidential Information.
7.2 AGREEMENTS OF THE EXECUTIVE
In consideration of the compensation and benefits to be paid or
provided to Executive by Employer under this Agreement, Executive covenants as
follows:
7.2.1 During and following the Employment Period, Executive will
hold in confidence the Confidential Information and will not disclose it to any
person except with the specific prior written consent of Employer or except as
otherwise expressly permitted by the terms of this Agreement.
7.2.2 Any trade secrets of Employer will be entitled to all of the
protections and benefits under Washington trade secret law, RCW 19.108 et seq.,
and any other applicable law. If any information that Employer deems to be a
trade secret is found by a court of competent jurisdiction not to be a trade
secret for purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for purposes of this Agreement. Executive
hereby waives any requirement that Employer submit proof of the economic value
of any trade secret or post a bond or other security.
7.2.3 None of the foregoing obligations and restrictions applies
to any part of the Confidential Information that Executive demonstrates was or
became generally available to the public other than as a result of a disclosure
by Executive.
7.2.4 Executive will not remove from Employer's premises (except
to the extent such removal is for purposes of the performance of Executive's
duties at home or while traveling, or except as otherwise specifically
authorized by Employer) any document, record, notebook, plan, model, component,
device, or computer software or code, whether embodied in a disk or in any other
form (collectively, the "Proprietary Items"). Executive recognizes that, as
between Employer and Executive,
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all of the Proprietary Items, whether or not developed by Executive, are the
exclusive property of Employer. Upon termination of this Agreement by either
party, or upon the request of Employer during the Employment Period, Executive
will return to Employer all of the Proprietary Items in Executive's possession
or subject to Executive's control, and Executive shall not retain any copies,
abstracts, sketches, or other physical embodiment of any of the Proprietary
Items.
7.3 DISPUTES OR CONTROVERSIES
Executive recognizes that should a dispute or controversy arising from
or relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of
Confidential Information may be jeopardized. All pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by Employer, Executive, and their
respective attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such information in secrecy, except as may be limited
by them in writing.
8. NON-COMPETITION AND NON-SOLICITATION COVENANTS
8.1 NON-COMPETITION. Executive covenants that, during the three (3)
year period commencing on the date hereof, including any period during which he
is no longer employed by Employer, regardless of the reason for termination of
such employment, he shall not anywhere in the United States where Employer does
business, directly or indirectly, provide any management, supervisory,
employment, consulting or other services to himself, any other person, or any
entity (including any business to be formed or in planning of formation) which
is, or intends to be, competitive with the business that Employer acquired from
TRMS in connection with the Merger, as defined in the Merger Agreement (the
"Acquired Business"). For purposes of this Section 8.1, the Acquired Business
includes, without limitation, providing the mortgage industry with products and
services using TRMS's solutions. These developed solutions include all
technology envisioned, developed and/or produced by TRMS as well as any and all
TRMS tools or artifacts used to facilitate the development and hosting
processes. This Agreement also includes any of TRMS's past, current or future
business, business plans or intentions that were, or could reasonably have been,
known to Executive during the term of this Agreement or any other period during
which he may have worked or provided services for Employer. Among other roles
and without limitation, Executive may not assist or serve any competing person
or entity as a shareholder, "founder," director, officer, employee, partner,
agent, consultant, lessor, creditor or otherwise; provided, however, that
Executive may assist or serve REITCO in any such roles. Executive agrees that he
will promptly and fully disclose to Company any business opportunity coming to
his attention, or conceived or developed in whole or in part by him, which
relates to Company's business. The terms of this Section 8.1 shall be construed
so as to be consistent with any other noncompetition agreements between Employer
and Executive. Any such agreements shall remain in full force and effect unless
otherwise stated in writing signed by Executive and Employer's CEO. Executive
may, notwithstanding his obligations under this Section 8.1, own, as a passive
investor, up to one percent (1%) of any publicly traded company without
violating this provision.
8.2 NON-SOLICITATION. Executive covenants that, during the three (3)
year period commencing on the date hereof, including any period during which he
is no longer employed by Employer, regardless of the reason for termination of
such employment, he shall not, directly or indirectly, (i) solicit any current
or former customer of the Employer other than in his capacity and consistent
with his duties as an
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officer and employee of Employer or REITCO; or (ii) attempt to induce any
employee, vendor or supplier of Employer to terminate their relationship with
Employer.
8.3 INJUNCTIVE RELIEF. If Executive violates any of the covenants set
forth in Section 8,1 or 8.2, Employer will be entitled to have and obtain a
mandatory injunction in any court having jurisdiction to enforce such covenants
to prevent and terminate any violation or attempted violation hereof, and may
have and recover from the violating party any appropriate damages for any
violations of the covenants made herein. If the time or area limitations, or
both, contained herein are held by any court of competent jurisdiction to be
unreasonable or otherwise unenforceable, this covenant will nevertheless be
enforceable for such lesser time or lesser area, or both, as the court shall
find reasonable.
9. GENERAL PROVISIONS
9.1 INJUNCTIVE RELIEF AND ADDITIONAL REMEDY
Executive acknowledges that the injury that would be suffered by
Employer as a result of a breach of the provisions of this Agreement would be
irreparable and that an award of monetary damages to Employer for such a breach
would be an inadequate remedy. Consequently, Employer will have the right, in
addition to any other rights it may have, to obtain injunctive relief to
restrain any breach or threatened breach or otherwise to specifically enforce
any provision of this Agreement. Without limiting Employer's rights under this
Section 9.1 or any other remedies of Employer, if Executive breaches any of the
provisions of Section 7 or 8, Employer will have the right to cease making any
payments otherwise due to Executive under this Agreement.
9.2 COVENANTS OF SECTION 7 and 8 ARE ESSENTIAL AND INDEPENDENT
COVENANTS
The covenants by Executive in Sections 7 and 8 are essential elements
of this Agreement, and without Executive's agreement to comply with such
covenants, Employer would not have entered into this Agreement or employed
Executive. Executive has independently consulted his counsel and has been
advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by
Employer.
Executive's covenants in Section 7 and 8 (and each subsection thereof)
are independent covenants and the existence of any claim by Executive against
Employer under this Agreement or otherwise, will not excuse Executive's breach
of any covenant in Section 7 or 8.
If Executive's employment hereunder expires or is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of Executive in Section 7 or 8.
9.3 REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE
Executive represents and warrants to Employer that the execution and
delivery by Executive of this Agreement do not, and the performance by Executive
of Executive's obligations hereunder will not, with or without the giving of
notice or the passage of time, or both: (a) violate any judgment, writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to Executive; or (b)
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conflict with, result in the breach of any provisions of or the termination of,
or constitute a default under, any agreement to which Executive is a party or by
which Executive is or may be bound.
9.4 OBLIGATIONS CONTINGENT ON PERFORMANCE
The obligations of Employer hereunder, including its obligation to pay
the compensation provided for herein, are contingent upon Executive's
performance of Executive's obligations hereunder.
9.5 WAIVER
The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by either party in
exercising any right, power, or privilege under this Agreement will operate as a
waiver of such right, power, or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement.
9.6 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED
This Agreement shall inure to the benefit of, and shall be binding
upon, the parties hereto and their respective successors, assigns, heirs, and
legal representatives, including any entity with which Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred. The duties and covenants of Executive under this Agreement, being
personal, may not be delegated.
9.7 NOTICES
All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):
If to Executive:
Xxxxxxx Xxxxxx
000 Xxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Telephone No.:___________
or to such other addresses and faxes as the parties may from time to time
designate in writing.
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If to Employer:
Xxxxxxx X. Xxxxx, CEO
LION, Inc.
0000 - 00xx Xxx. XX, Xxxxx 000
Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
or to such other addresses and telephone numbers as the Employer may from time
to time designate in writing.
9.8 ENTIRE AGREEMENT; AMENDMENTS
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof, provided, however, that any prior or contemporaneous
agreements between the parties concerning confidentiality, intellectual
property, inventions, non-competition, and/or non-solicitation shall remain in
full force and effect if and to the extent that they provide greater protection
to Employer. This Agreement may not be amended orally, but only by an agreement
in writing signed by the parties hereto.
9.9 ARBITRATION
Except when injunctive relief is sought by Employer pursuant to Section
9.1, Employer and Executive shall settle any and all claims, disputes or
controversies arising out of or relating to Executive's candidacy for
employment, employment and/or cessation of employment with Employer, exclusively
by final and binding arbitration before a single neutral Arbitrator. Such claims
include claims under federal, state and local statutory or common law; wrongful
termination; claims for wages, including, but not limited to, claims under the
Fair Labor Standards Act, Washington Minimum Wage Act, or other state
equivalent; breach of public policy; claims of discrimination or harassment,
including, but not limited to, claims under the Age Discrimination in Employment
Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Americans with Disabilities Act, the Washington Law Against Discrimination,
and any other state or local discrimination laws. The arbitration shall be
submitted to the American Arbitration Association, and it shall be conducted in
San Francisco, California in accordance with the Commercial Dispute Resolution
Procedures then in effect. Judgment upon the award rendered may be entered in
any court of competent jurisdiction.
9.10 GOVERNING LAW
This Agreement will be governed by the laws of the State of Washington
without regard to the conflicts of laws principles thereof, except that the
provisions of Section 7 and Section 8 shall be governed by the laws of the State
of California without regard to conflicts of laws principles thereof.
9.11 JURISDICTION
Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against either of the
parties in the federal or state courts of the State of California, County of San
Francisco, and each of the parties consents to the jurisdiction of such courts
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(and of the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Executive acknowledges that this
venue provision is proper because Employer is headquartered in Seattle,
Washington, and that for consistency and other purposes in interpretation of
agreements venue rests properly in the Seattle, Washington area. Process in any
action or proceeding referred to in the preceding sentence may be served on
either party anywhere in the world.
9.12 SECTION HEADINGS, CONSTRUCTION
The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement unless otherwise specified. All words used in this Agreement will be
construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word "including" does not limit the preceding
words or terms.
9.13 SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
9.14 DRAFTSMANSHIP
There shall be no presumption of draftsmanship in the preparation or
execution of this Agreement.
9.15 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.
EMPLOYER: EXECUTIVE:
/s/ XXXXXXX X. XXXXX /s/ XXXXXXX XXXXXX
-------------------------------- --------------------------------------
Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxx
Chairman and CEO
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