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EXHIBIT 10.48
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as
of September 28, 1998, by and between Sabratek Corporation, a Delaware
corporation, with its principal office located at 0000 Xxxxx Xx. Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000 (together with its successors and assigns permitted under
this Agreement, "Sabratek") and Xxxx Xxxx Blue ("Employee").
WITNESSETH:
WHEREAS, Sabratek has determined that it is in the best interests of
Sabratek and its stockholders to continue to employ Employee and to set forth in
this Agreement the obligations and duties of both Sabratek and Employee; and
WHEREAS, Sabratek wishes to assure itself of the services of Employee for
the period hereinafter provided, and Employee is willing to be employed by
Sabratek for said period, upon the terms and conditions provided in this
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, Sabratek and Employee (individually a "Party"
and together the "Parties" ) agree as follows:
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1. DEFINITIONS.
(a) "BENEFICIARY" shall mean the person or persons named by Employee
pursuant to Section 12 below or, in the event that no such person is named who
survives Employee, his estate.
(b) "BOARD" shall mean the Board of Directors of Sabratek.
(c) "CAUSE" shall mean:
(i) Employee being found guilty of a felony or an act of fraud or
embezzlement, in each case related to Sabratek or its business;
(ii) any repeated and demonstrated failure by Employee to discharge
faithfully the responsibilities of his position that Sabratek in good faith
determines is extremely detrimental to the current and future interests of
Sabratek; or
(iii) a material breach by Employee of any provision of this Agreement.
(d) "CHANGE IN CONTROL" shall mean the occurrence of any of the following
events:
(i) Consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")) of beneficial ownership (within the meaning of Rule
l3d-3 promulgated under the 0000 Xxx) of 40 percent or more of the combined
voting power of the then outstanding voting securities of Sabratek; or
(ii) The individuals who, as of the date hereof, are members of the
Board cease for any reason to constitute a majority of the Board, unless the
election, or nomination for election by the stockholders of Sabratek, of any new
director or directors was approved by a vote of a majority of the Board, in
which case such new director or directors shall, for purposes of this Agreement,
be considered as a member or members of the Board; or
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(iii) Approval by stockholders of Sabratek of (A) a merger or
consolidation of Sabratek if the stockholders immediately before such merger or
consolidation do not, as a result of such merger or consolidation, own, directly
or indirectly, more than 60 percent of the combined voting power of the then
outstanding voting securities of the entity resulting from such merger or
consolidation in substantially the same proportion as their ownership of the
combined voting power of the voting securities of Sabratek outstanding
immediately before such merger or consolidation; or (B) a complete liquidation
or dissolution, or an agreement for the sale or other disposition, of all or
substantially all of the assets of Sabratek.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because 40 percent or more of the combined voting power of the then
outstanding securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained for employees of
Sabratek, or (ii) any corporation that, immediately prior to such acquisition,
is owned directly or indirectly by the stockholders of Sabratek in the same
proportion as their ownership of stock of Sabratek immediately prior to such
acquisition.
(e) "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(f) "COMMITTEE" shall mean the Compensation Committee of the Board.
(g) "DISABILITY" shall mean the illness or other mental or physical
disability of Employee, as determined under the long-term disability plan of
Sabratek covering Employee, or if no such plan exists, Employee's failure (i) to
perform substantially his material duties under this Agreement for a period of
three consecutive months, or for an aggregate of 135 days during any 12-
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month period, and (ii) to return to the performance of his duties within 30 days
after receiving written notice of termination.
(h) "SALARY" shall mean the annual salary provided for in Section 3 below,
as adjusted from time to time.
(i) "TERM OF EMPLOYMENT" OR "TERM" shall mean the period specified in
Section 2(b) below.
(j) "YEAR" shall mean the calendar year, which is the fiscal year of
Sabratek.
2. EMPLOYMENT TERM, POSITIONS AND DUTIES.
(a) EMPLOYMENT OF EMPLOYEE. Sabratek hereby continues to employ Employee,
and Employee hereby accepts continued employment with Sabratek, in the positions
and with the duties and responsibilities set forth below and upon such other
terms and conditions as are hereinafter stated.
(b) TERM OF EMPLOYMENT. The Term of Employment shall commence on the date
hereof and shall terminate on September 27, 1999; provided, however, that unless
either Party gives three months' written notice to the other that the Term shall
not continue past September 27, 1999 or any subsequent 12-month period for which
the Term has previously been extended, the Term shall thereafter automatically
extend for an additional 12-month period, unless the Term is sooner terminated
as provided in Section 8 below.
(c) TITLES AND DUTIES.
(i) Until the date of termination of his employment hereunder,
Employee shall be employed as Director of Clinical Services, reporting to the
President or his designee. In his capacity as Director of Clinical Services,
Employee shall have the customary powers, responsibilities
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and authorities of a director of clinical services of corporations of the size,
type and nature of Sabratek.
(d) TIME AND EFFORT.
(i) Employee agrees to devote his full business time to the affairs of
Sabratek in order to carry out his duties and responsibilities under this
Agreement.
(ii) Notwithstanding the foregoing, nothing shall preclude Employee
from (A) serving on the boards of a reasonable number of trade associations,
charitable organizations and/or businesses not in competition with Sabratek, (B)
engaging in charitable activities and community affairs, and (C) managing his
personal investments and affairs; provided, however, that, such activities do
not materially interfere with the proper performance of his duties and
responsibilities specified in Section 2 (c).
3. SALARY.
Employee shall receive from Sabratek a Salary, payable in accordance with
the regular payroll practices of Sabratek, in a minimum amount of $100,625.
During the Term the Chief Executive Officer or his designee shall review his
Salary no less often than once each Year, commencing January 1, 1999. On the
basis of any such review, the Chief Executive Officer or his designee may in its
sole discretion increase Employee's Salary accordingly. The term "Salary" as
used in this Agreement shall refer to his Salary at any time as so adjusted.
4. BONUSES.
Employee shall be eligible to receive additional bonuses during the Term.
The Chief Executive Officer or his designee shall determine, in its discretion,
the occasion for payment, and the amount, of any such bonus.
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5. EQUITY OPPORTUNITY.
During the Term, Employee shall be eligible to receive grants of options to
purchase shares of Sabratek's stock and awards of shares of Sabratek's stock,
either or both as determined by the Chief Executive Officer or his designee,
under and in accordance with the terms of applicable plans of Sabratek and
related option and award agreements.
6. EXPENSE REIMBURSEMENT; CERTAIN OTHER COSTS.
During the Term, Employee shall be entitled to prompt reimbursement by
Sabratek for all reasonable out-of-pocket expenses incurred by him in performing
services under this Agreement, upon his submission of such accounts and records
as may be reasonably required by Sabratek.
7. EMPLOYEE BENEFIT PLANS.
During the Term Employee shall be entitled to all benefits specifically
established for him, and to participate in all employee benefit plans and
programs made available to Sabratek's senior executives or to its employees
generally, as such plans or programs may be in effect from time to time,
including, without limitation, pension and other retirement plans,
profit-sharing plans, savings and similar plans, group life insurance,
accidental death and dismemberment insurance, travel accident insurance,
hospitalization insurance, surgical insurance, major and excess major medical
insurance, dental insurance, short-term and long-term disability insurance, sick
leave (including salary continuation arrangements), holidays, vacation and any
other employee benefit plans or programs that may be sponsored by Sabratek from
time to time, including plans that supplement the above-listed types of plans,
whether funded or unfunded.
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8. TERMINATION OF EMPLOYMENT.
(a) VOLUNTARY TERMINATION AND TERMINATION BY MUTUAL AGREEMENT. Employee may
terminate his employment voluntarily at any time. If he does so, his entitlement
hereunder shall be the same as if Sabratek had terminated his employment for
Cause. The Parties may terminate this Agreement by mutual agreement at any time.
If they do so, Employee's entitlement shall be as the Parties mutually agree.
(b) GENERAL. Notwithstanding anything to the contrary herein, in the event
of termination of Employee's employment under this Agreement, he or his
Beneficiary, as the case may be, shall be entitled to receive (in addition to
payments and benefits under, and except as specifically provided in, subsections
(c) through (h) below, as applicable):
(i) his Salary through the date of termination;
(ii) any unused vacation from prior years according to Sabratek's
vacation policy;
(iii) any deferred compensation payable under any deferred
compensation plan of Sabratek;
(iv) any other compensation or benefits, including without limitation,
benefits under equity grants and awards described in Section 5 above and
employee benefits under plans described in Section 7 above, that have vested
through the date of termination or to which he may then be entitled in
accordance with the applicable terms and conditions of each grant, award or
plan; and
(v) reimbursement in accordance with Section 6 above of any business
expenses incurred by Employee through the date of termination but not yet paid
to him.
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(c) TERMINATION DUE TO DEATH. In the event that Employee's employment is
terminated due to his death, his Beneficiary shall be entitled, in addition to
the compensation and benefits specified in Section 8(b), to:
(i) Employee's Salary, at the rate in effect immediately before such
termination, payable through the end of the month in which the proceeds of his
life insurance under Sabratek's group plan are paid; and
(ii) a prorated annual bonus for the Year in which his death occurs.
(d) TERMINATION DUE TO DISABILITY. In the event of Disability, Sabratek or
Employee may terminate Employee's employment. If Employee's employment is
terminated due to Disability, he shall be entitled, in addition to the
compensation and benefits specified in Section 8(b), to a prorated annual bonus
for the Year in which his termination for Disability occurs.
(e) TERMINATION BY SABRATEK FOR CAUSE. Sabratek may terminate Employee's
employment hereunder for Cause only upon written notice to Employee not less
than 10 days prior to any intended termination date, which notice shall specify
the grounds for such termination in reasonable detail. Upon receipt of such
notice, Employee (and his counsel) shall have the right to present to the Chief
Executive Officer his position regarding any dispute relating to the existence
of such Cause. Unless rescinded by the Chief Executive Officer, termination
shall be effective on the date specified in the original notice.
In the event that Employee's employment is terminated for Cause, he shall
be entitled only to the compensation and benefits specified in Section 8(b).
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(f) TERMINATION WITHOUT CAUSE.
(i) Termination without Cause shall mean: termination of Employee's
employment by Sabratek and shall include any reason for termination other than
(i) due to death, Disability or Cause, (ii) by Employee voluntarily, or (iii) by
mutual agreement of Employee and Sabratek. Sabratek shall provide Employee ten
days' prior written notice of termination by it without Cause.
(ii) In the event of termination by Sabratek of Employee's employment
without Cause, he shall be entitled, in addition to the compensation and
benefits specified in Section 8(b), to:
(A) his Salary, at the rate in effect immediately before such
termination, for a period of six months following the date of termination, such
salary to be paid on Sabratek's normal payroll schedule; and
(B) a prorated annual bonus for the year in which terminated, such
bonus to be paid at the same time annual bonuses are regularly paid by Sabratek;
and
(C) continued coverage under the health program maintained by
Sabratek for a period of six months; and
(D) notwithstanding anything in this Section 8(f) to the contrary,
Sabratek shall have no further obligation to make any salary or bonus payments
for any period following the first date on which Employee takes any action which
would fall within the definition of "Restrictive Covenant" as provided in
Section 10(a) hereof, whether or not such action occurs within the Restrictive
Period (as defined in Section 10(a) hereof).
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(g) VOLUNTARY TERMINATION BY EMPLOYEE. Employee shall have the right, upon
30 days' prior written notice, voluntarily to terminate his employment. If he
exercises this right, his employment shall cease and the Term shall terminate as
of the date stated in such notice, and he shall be entitled to receive
compensation and benefits as if Sabratek had terminated his employment for
Cause, as provided in Section 8(e).
(h) NOTICE THAT THE EMPLOYMENT TERM SHALL NOT RENEW. In the event that
either Party notifies the other that the Employment Term shall not renew
pursuant to the terms of Section 2(b) above, Employee shall continue to render
services to Sabratek through the end of the Term as in effect on the date of
delivery of such notice, unless: (A) the non-renewal decision was made by
Sabratek, in which case, the Chief Executive Officer or his designee or Employee
may elect to treat the notice as a termination without Cause of Employee's
employment; or (B) the non-renewal decision was made by Employee, in which case,
the Chief Executive Officer or his designee may elect to treat the notice as a
voluntary termination of employment by Employee.
(i) CHANGE IN CONTROL. Notwithstanding anything to the contrary in this
Section 8, if, within twelve months following a Change in Control (A) Employee's
employment is terminated for any reason other than Cause, death or Disability,
or (B) there is a material adverse change in Employee's compensation, title or
duties specified herein, he shall be entitled to the compensation and benefits
provided in Sections 8(b) and 8(f)(ii), including, but not limited to, any other
compensation or benefits under equity grants and awards described in Section 5
above and employee benefits under plans described in Section 7 above, that have
vested through the date of termination or to which he may then be entitled in
accordance with the applicable terms and conditions of each
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grant, award or plan, provided that the term during which Employee is entitled
to continue receiving his salary pursuant to Section 8(f)(ii)(A) hereof shall
increase from six months to one year.
9. CONFIDENTIALITY AND LOYALTY.
(a) GENERAL.
(i) Employee hereby acknowledges that as a result of his employment
with Sabratek he has produced and had access to, and may hereafter produce and
have access to, material, records, data, trade secrets, inventions and
information not generally available to the public (collectively, "Confidential
Information") regarding Sabratek and that any such Confidential Information is
the exclusive property of Sabratek.
(ii) Accordingly, Employee hereby agrees that, during and subsequent to
the Term, he shall hold in confidence and not directly or indirectly disclose,
use, copy or make lists of any such Confidential Information, except to the
extent that such information is or thereafter becomes lawfully available from
public sources, or such disclosure is authorized in writing by Sabratek,
required by a law or any competent administrative agency or judicial authority,
or otherwise as reasonably necessary or appropriate in connection with
performance by Employee of his duties hereunder.
(b) RETURN OF DOCUMENTS. All records, files, documents and other materials
or copies thereof relating to Sabratek's business that Employee prepares or uses
shall be and remain the sole property of Sabratek and shall not be removed from
Sabratek's premises without its written consent. Upon termination of Employee's
employment with Sabratek for any reason, he shall promptly deliver to Sabratek
all such items that are then in his possession or control.
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(c) DUTY OF LOYALTY. Employee hereby agrees to abide by Sabratek's
reasonable policies, as in effect from time to time, respecting avoidance of
interests conflicting with those of Sabratek.
(d) REMEDIES AND SANCTIONS. In the event that Employee is found to be in
violation of Section 9(a), (b) or (c), Sabratek shall be entitled to relief as
provided in Section 11 below.
10. NONCOMPETITION/NONSOLICITATION.
(a) RESTRICTIVE COVENANT. Employee hereby agrees that, except with the
express prior written consent of Sabratek, for a period of six months after
termination of his employment with Sabratek for any reason (the "Restrictive
Period"), he will not directly or indirectly compete with the business of
Sabratek as conducted on the date of such termination, including, but not by way
of limitation, by (i) directly or indirectly owning, managing, operating,
controlling, financing, (ii) directly or indirectly serving as an employee,
officer or director of or consultant to, or (iii) soliciting or inducing, or
attempting to solicit or induce, any employee or agent of Sabratek to terminate
employment with Sabratek and become employed by, any person, firm, partnership,
corporation, trust or other entity that owns or operates an entity that is
engaged in the same or similar business as Sabratek as conducted on the date of
such termination (the "Restrictive Covenant").
If Employee violates the Restrictive Covenant and Sabratek brings legal
action for injunctive or other relief, Sabratek shall not, as a result of the
time involved in obtaining such relief, be deprived of the benefit of the full
period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall
be deemed to endure for the period specified in this Section 10(a), computed
from the date the relief is granted but reduced by the time between the period
when the Restrictive Period began to run and the date of the first violation of
the Restrictive Covenant by Employee.
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(b) EXCEPTIONS. Notwithstanding anything to the contrary in Section 10(a),
the Restrictive Covenant shall not:
(i) apply if Sabratek terminates Employee's employment without Cause,
as provided in Section 8(f) above; or
(ii) prohibit Employee from owning directly or indirectly capital stock
or similar securities which do not represent more than five percent of the
outstanding capital stock of any business similar to that of Sabratek as
conducted on the date of such termination.
(c) REMEDIES AND SANCTIONS. In the event that Employee is found to be in
violation of Section 11(a) above, Sabratek shall be entitled to relief as
provided in Section 11 below.
11. REMEDIES/SANCTIONS.
Employee hereby acknowledges that the restrictions contained in Sections 9
(a), (b) and (c) and 10(a) above are reasonable and necessary for the protection
of the legitimate business interests of Sabratek, for which monetary damages
alone may not provide an adequate remedy, that any violation of these
restrictions would cause substantial injury to Sabratek and such interests, that
Sabratek would not have entered into this Agreement without receiving the
additional consideration offered by Employee in binding himself to these
restrictions and that such restrictions were a material inducement to Sabratek
to enter into this Agreement.
In the event of any violation or threatened violation of these
restrictions, Sabratek (a) shall be relieved of any further obligations under
the Agreement, (b) shall be entitled to monetary damages resulting from such
violation, and (c) in addition to and not in limitation of, any other rights,
remedies or damages available to Sabratek under this Agreement or otherwise at
law or in equity, shall be entitled to preliminary and permanent injunctive
relief to prevent or restrain any such
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violation by Employee and any and all persons directly or indirectly acting for
or with him, as the case may be.
12. BENEFICIARIES/REFERENCES.
Employee shall be entitled to select (and change, to the extent permitted
under any applicable law) a Beneficiary or Beneficiaries to receive any
compensation or benefit payable under this Agreement following his death by
giving Sabratek written notice thereof. In the event of Employee's death, or of
a judicial determination of his incompetence, reference in this Agreement to
Employee shall be deemed to refer, as appropriate, to his Beneficiary, estate or
other legal representative.
13. WITHHOLDING TAXES.
All payments to Employee or his Beneficiary under this Agreement shall be
subject to withholding on account of federal, state and local taxes as required
by law.
14. INDEMNIFICATION AND LIABILITY INSURANCE.
Nothing herein is intended to limit Sabratek's indemnification of Employee,
and Sabratek shall indemnify him to the fullest extent permitted by applicable
law consistent with Sabratek's Certificate of Incorporation and By-Laws as in
effect at the beginning of the Term, with respect to any action or failure to
act on his part while he is an officer, director or employee of Sabratek.
Sabratek shall cause Employee to be covered at all times by directors' and
officers' liability insurance on terms no less favorable than the directors' and
officers' liability insurance maintained by Sabratek in effect on the date
hereof in terms of coverage and amounts. Sabratek shall continue to indemnify
Employee as provided above and maintain such liability insurance coverage for
him after the Term for any claims that may be made against him with respect to
his service as a director or officer of Sabratek.
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15. EFFECT OF AGREEMENT ON OTHER BENEFITS.
The existence of this Agreement shall not prohibit or restrict Employee's
entitlement to participate fully in compensation, employee benefit and other
plans of Sabratek in which senior executives are eligible to participate.
16. ASSIGNABILITY; BINDING NATURE.
This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors, heirs (in the case of Employee) and
assigns.
17. REPRESENTATIONS.
The Parties respectively represent and warrant that each is fully
authorized and empowered to enter into this Agreement and that the performance
of its or his obligations, as the case may be, under this Agreement will not
violate any agreement between such Party and any other person, firm or
organization. Sabratek represents and warrants that this Agreement has been duly
authorized by all necessary corporate action and is valid, binding and
enforceable in accordance with its terms.
18. ENTIRE AGREEMENT.
Except to the extent otherwise provided herein, this Agreement contains the
entire understanding and agreement between the Parties concerning the subject
matter hereof and supersedes any prior agreements, whether written or oral,
between the Parties concerning the subject matter hereof, between Sabratek and
Employee, provided that the execution of this Agreement shall not adversely
affect (i) any award previously made to Employee under any compensation plan
maintained by Sabratek, or (ii) any statements regarding the vesting of options
or other benefits in such prior agreements. Payments and benefits provided under
this Agreement are in lieu of any payments or other benefits under any severance
program or policy of Sabratek to which Employee would otherwise be entitled.
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19. AMENDMENT OR WAIVER.
No provision in this Agreement may be amended unless such amendment is
agreed to in writing and signed by both Employee and an authorized officer of
Sabratek. No waiver by either Party of any breach by the other Party of any
condition or provision contained in this Agreement to be performed by such other
Party shall be deemed a waiver of a similar or dissimilar condition or provision
at the same or any prior or subsequent time. Any waiver must be in writing and
signed by the Party to be charged with the waiver. No delay by either Party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof.
20. SEVERABILITY.
In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, in whole or in part,
the remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.
21. SURVIVAL.
The respective rights and obligations of the Parties under this Agreement
shall survive any termination of Employee's employment with Sabratek.
22. GOVERNING LAW/JURISDICTION.
This Agreement shall be governed by and construed and interpreted in
accordance with the laws of Illinois, without reference to principles of
conflict of laws.
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23. ARBITRATION.
Any dispute or controversy other than a dispute or controversy arising
under Sections 9 or 11 hereof (actions regarding which may be brought in any
court (i) having situs within Xxxx County, Illinois and (ii) having jurisdiction
over the dispute or controversy) arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by Employee within thirty
(30) miles from the main office of Sabratek, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that the
Executive shall be entitled to seek specific performance of his right to be paid
through the date of termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.
24. LEGAL FEES.
All reasonable expenses and legal fees paid or incurred by Employee
pursuant to any bona fide dispute or question of interpretation relating to this
Agreement, including all such expenses and fees, if any, incurred in contesting
any termination of this Agreement by Sabratek or in seeking to obtain or enforce
any right or benefit provided by this Agreement, shall be paid or reimbursed by
Sabratek, provided, however, that if this Agreement is terminated for Cause or
if this Agreement is terminated voluntarily by Employee other than due to a
breach of this Agreement by Sabratek, Sabratek shall be obligated to pay any of
Employee's expenses and legal fees arising therefrom only if Employee is
successful on the merits pursuant to a legal judgment, arbitration or
settlement.
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25. NOTICES.
Any notice given to either Party shall be in writing and shall be deemed to
have been given when delivered either personally, by fax, by overnight delivery
service (such as Federal Express) or sent by certified or registered mail
postage prepaid, return receipt requested, duly addressed to the Party concerned
at the address indicated below or to such changed address as the Party may
subsequently give notice of:
If to Sabratek or the Board:
Sabratek Corporation
0000 Xxxxx Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: President
FAX: (000) 000-0000
with a copy to:
Xxxx & Xxxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxx
PHONE: (000) 000-0000
FAX: (000) 000-0000
If to Employee:
Sabratek Corporation
0000 Xxxxx Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxx Blue
FAX: (000) 000-0000
and
Xxxx Xxxx Blue
00000 Xxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
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26. HEADINGS.
The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
27. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have Agreement as of the date first
written above.
SABRATEK CORPORATION
By:_____________________________________
Xxxxxxx X. Xxxxxx, President
____________________________________
Xxxx Xxxx Blue
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