OBJECTSPACE, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement ("AGREEMENT") is entered into as of December
30, 1998 by and between ObjectSpace, Inc., a Delaware corporation
("EMPLOYER"), and Xxxxx Xxxxxx ("EXECUTIVE").
WITNESSETH:
WHEREAS, Employer is in the business of designing, developing,
implementing and selling custom computer programming services, computer
consulting, application development, system documentation, and other products
and services to a varied clientele at diverse locations;
WHEREAS, Employer has expended and is continuing to expend considerable
time, money and effort locating and establishing long-term relationships with
customers and prospective customers and establishing and maintaining contacts
and business relationships with them, and the loss of the benefits and
potential benefits of these efforts would constitute a substantial and
irreparable injury to Employer;
WHEREAS, Employer has expended and is continuing to expend considerable
time and money recruiting, training, making instruction available to and
compensating its employees, representatives and contractors, and the loss of
their services or potential services would constitute a substantial and
irreparable injury to Employer;
WHEREAS, Employer desires to continue employing Executive;
WHEREAS, Employer will provide updated confidential and proprietary
information and trade secrets to Executive after execution of this Agreement;
WHEREAS, Executive acknowledges that the remuneration, receipt of
updated confidential and proprietary information and trade secrets after
execution of this Agreement, are adequate consideration for entry into this
Agreement, and he understands that he need not continue employment with
Employer and that he has freely chosen to enter into this Agreement;
WHEREAS, Executive acknowledges that Employer's business involves
customers throughout North America;
NOW, THEREFORE, in consideration of the mutual covenants and
acknowledgments contained herein, the parties agree as follows:
1. EMPLOYMENT AND TERM THEREOF. Employer agrees to continue
employing Executive, and Executive agrees to continue employment, as Chief
Executive Officer. Executive will have the duties normally associated with
such a position, including, but not limited to, development of the overall
business strategy for Employer and the management of Employer's day-to-day
operations. Executive shall report to the Board of Directors of Employer.
The term of this Agreement shall commence on the date hereof and shall
terminate upon the fifth anniversary hereof, unless earlier terminated by the
termination of Executive's employment under Section 2 below; PROVIDED, that
the provisions of Sections 5, 6, 7, 8, 10, 11, 13 and 14 of this Agreement,
shall survive the termination of this Agreement for any reason.
2. TERMINATION OF EMPLOYMENT. Either Employer or Executive may
terminate Executive's employment at any time, with or without Cause (defined
below) or Good Reason (defined below), (i) on eight weeks' prior written
notice by Executive to Employer if such termination is without Good Reason,
(ii) on eight weeks' prior written notice by Employer to Executive if such
termination is without Cause, or (iii) immediately upon written notice in the
case of a termination for Cause or Good Reason. In the event that employment
is terminated by Executive for Good Reason or by Employer without Cause,
Employer will pay Executive severance pay of one year's salary at the salary
rate then in effect payable in 24 equal semi-monthly installments (the
"SEVERANCE PAYMENTS"); PROVIDED, that Executive, other than the Severance
Payments, shall not be entitled to any further benefits from the Employer;
PROVIDED, FURTHER that Executive agrees that if he fails to abide by the
provisions of Section 8, that Executive waives his rights to any and all
remaining Severance Payments, that Employer may suspend all remaining
Severance Payments, and that all other covenants, promises, duties,
obligations, releases or privileges owed to or received by Employer within
this Agreement shall remain in full force and effect and continue to inure to
the benefit of Employer. In the event that the employment is terminated by
Executive without Good Reason or by Employer for Cause, Employer shall have no
further obligation to provide any benefits or make any payments (including
Severance Payments) to Executive except to the extent required by law.
For purposes of this Agreement, "CAUSE" shall mean:
(i) any act or acts of dishonesty on the part of Executive
resulting in or intended to result, directly or
indirectly, in substantial gain or substantial personal
enrichment at the expense of Employer;
(ii) fraud, misappropriation, embezzlement, or willful and
material damage by Executive of or to any material
property of Employer or its business;
(iii) a good faith determination by a majority of the Board of
Directors of Employer that Executive has exhibited a
pattern or practice of willful disregard of his duties as
an employee of Employer;
(iv) the conviction of Executive of a felony;
(v) a material violation of this Agreement;
(vi) the death of Executive; or
(vii) the Disability (defined below) of Executive.
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As used in this Agreement, the term "GOOD REASON" shall mean the
occurrence of any of the following: (A) Employer fails to make any payment
required to be made to or for the benefit of the Executive pursuant to Section
3 of this Agreement within 10 days after written notice from Executive that
such payment is due; or (B) Employer materially breaches any of its
obligations or duties under this Agreement (other than the obligation or duty
to make payments specified in the preceding clause (A) above) which breach is
materially adverse to the Executive, including, without limitation, a material
reduction in duties or title, and continues for 10 calendar days after written
notice thereof is given to Employer by the Executive.
As used in this Agreement, the term "DISABILITY" shall mean the
circumstance that shall exist if: (i) Executive is deemed disabled pursuant to
the definition of disability under any Employer-sponsored disability insurance
plan applicable to Executive, or (ii) if no such disability insurance plan
shall exist, then if because of ill health, physical or mental disability, and
notwithstanding reasonable accommodations made by Employer, the Executive
shall have been unable, unwilling or shall have failed to perform Executive's
duties under this Agreement, as determined in good faith by Employer, for a
period of 180 consecutive days, or if, in any 12-month period, the Executive
shall have been unable or unwilling or shall have failed to perform
Executive's duties for a period of 270 days, irrespective of whether or not
such days are consecutive.
3. COMPENSATION AND BENEFITS. For all services by the Executive
under this Agreement, Employer shall pay the Executive a base salary at the
rate of $175,000 per year, payable on the 15th and the last day of each month,
subject to increase by the Board of Directors.
During the Term of this Agreement, Executive shall be entitled to
participate in or receive benefits under any plan or arrangement made
generally available by Employer to its employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
and arrangements. Any such plan or arrangement shall be revocable and subject
to termination or amendment at any time.
4. BEST EFFORTS. Executive agrees that he will faithfully and
industriously perform all the duties required of him as Chief Executive
Officer to the reasonable satisfaction of the Board of Directors of Employer
and that he will devote his full business time to the business of Employer and
that the amount of such time will be consistent with Employer's reasonable
practice.
5. INVENTIONS. Executive agrees to disclose promptly, completely
and in writing to Employer any invention, discovery, process, design, diagram,
method, apparatus or improvement, whether patentable or not, whether
implemented or not, which Executive develops or discovers individually or with
others during the performance of Executive's duties for Employer or using or
influenced by Employer's time, data, facilities or materials (all hereinafter
called "INVENTIONS"). Executive's obligations under this Section apply
regardless of whether an idea for an Invention occurs to Executive on the job,
at home, or elsewhere. Executive further agrees that all Inventions are
Employer's exclusive property, whether or not patent applications are filed on
them.
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Executive will assist Employer at any time during or after Executive's
employment, at Employer's expense, in the preparation, execution, and delivery
of any disclosures, patent applications or papers required to obtain patents
for Inventions, and in connection with any other proceedings that may be
necessary to enforce Employer's rights in Inventions against others or to vest
title to them in Employer. If such assistance takes place after Executive's
employment is terminated, Employer will pay Executive at a reasonable rate.
6. REPRESENTATIONS: Executive agrees not to use ObjectSpace's name
in sponsorship or for gain, except pursuant to the performance of Executive's
duties for Employer, without prior written approval of the Board of Directors
of Employer.
7. COPYRIGHTS. Executive agrees that Employer will be the
copyright proprietor in all copyrightable works created or developed by
Executive individually or with others pursuant to Executive's employment with
Employer.
Executive further agrees, if so requested and at no further expense to
Employer, to execute in writing any acknowledgments or assignments of
copyright ownership of works within this Agreement as may be necessary for the
preservation of the worldwide proprietorship in Employer of such copyrights.
8. PROTECTIONS OF EMPLOYER'S INTERESTS.
(a) NON-COMPETE. During the period that the Executive is
employed by the Employer and for a period of one year following the
termination of employment for any reason, the Executive agrees that the
Executive will not (i) own or have any interest in, or act as a manager,
officer, director, executive, consultant, agent or representative of, or
assist in any way or in any capacity, any person, firm, association,
partnership, corporation, limited liability company or other entity that
(a) manufactures, distributes or sells products in competition with the
Employer's Products, as hereinafter defined, anywhere within North
America or (b) solicit business in competition with the Employer from
(y) any customers of the Employer who transacted business with the
Employer during the one year period prior to such termination with whom
the Executive or his direct reports had contact or (z) any potential
customers of the Employer with whom the Executive or his direct reports
had contact during the one year period prior to such termination. As
used herein, the term "PRODUCTS" means the same or similar products or
services as the Employer currently provides, including, but not limited
to a line of "middleware" products known as "Voyager" and
object-oriented consulting and training services. The Executive
acknowledges and agrees that the Employer sells its Products throughout
North America and, therefore, the geographic scope of the restriction
contained herein is both reasonable and necessary under the
circumstances. Notwithstanding anything in this Section 8(a) to the
contrary, in the event employment is terminated by Employer without
Cause or by Executive for Good Reason, Executive shall be entitled to
provide training and consulting services to any Persons other than the
customers and potential customers identified in clauses (b)(y) and
(b)(z) of this Section 8(a).
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(b) NON-SOLICITATION. During Executive's employment with
Employer and for two years thereafter, Executive will not directly or
indirectly, whether for himself or any other person or entity, employ,
hire, solicit or try to entice away any person who (1) was an employee
or independent contractor of Employer during Executive's employment by
Employer, or (2) was employed by any customer of Employer and with whom
Executive had direct contact during Executive's employment with
Employer.
(c) BUSINESS OPPORTUNITY. Executive agrees that given the
relationship between the parties, the restrictions in Sections 8(a) and
8(b) contain reasonable restrictions of time, geographical area, and
scope of activity and that these restrictions do not impose any greater
restraint than is necessary to protect the goodwill and other legitimate
business interests of Employer, including but not limited to the
personal goodwill developed by Executive with Employer's clients or
customers and the protection of Employer's trade secrets, proprietary
information and know-how. Executive further agrees that the
restrictions in Sections 8(a) and 8(b) will not prevent him from
obtaining gainful employment or cause him undue hardship.
(d) CONFIDENTIALITY. Executive acknowledges that Employer's
trade secrets, proprietary information and know-how are valuable,
special and unique assets of Employer's business, access to and
knowledge of which are essential to the performance of Executive's
duties hereunder. Executive agrees to keep confidential, except as the
Board of Directors of Employer may otherwise consent in writing, and
not to disclose, or make any use of except for the benefit of the
Employer, at any time either during or after his employment, any trade
secrets, proprietary information or know-how of the Employer, including
but not limited to that which relates to the Employer or the Employer's
research, services, development, processes, designs, formulas, test
data, purchasing, accounting, customer lists, business plans, marketing
plans and strategies, pricing strategies, internal operating
procedures, written materials provided to third parties by agreement,
implementation techniques of Employer programs, or other subject matter
pertaining to any business of the Employer or any of its clients,
customers, consultants, licensees, or affiliates that Executive may
produce, obtain or otherwise acquire during his employment, except as
provided herein. Executive further agrees not to deliver or allow to be
delivered trade secrets, proprietary information or know-how to third
parties without the consent of an authorized representative of the
Board of Directors of Employer. Executive further agrees that he will
not use or disclose to Employer confidential information belonging to
his former employers.
(e) DISCLOSURE. Executive will make the terms and conditions
of this Agreement known to any business, entity or person engaged in
activities competitive with Employer's business with which he becomes
associated. Employer will have the right to make the terms of this
confidentiality agreement known to third persons.
(f) EMPLOYER DOCUMENTS. At the time of Executive's
termination or upon demand by the Board of Directors of Employer
(whichever is sooner), Executive will promptly turn over to Employer
all files, documents, business records, lists of customers and
potential customers, promotional materials, internal operating reports,
names and addresses of executives and potential executives, customer
strategy information,
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employment and payroll records, marketing information, manuals, billing
reports, pricing information and strategies, management methods and
systems, contracts with customers, subcontractors and others,
correspondence, resumes of existing and potential executives, customer
bids and proposals, books and records, and any other records,
documents, writings of any kind whatsoever, and all assets of any kind
whatsoever that belong to Employer. Further, Executive will not copy
or record in any manner whatsoever the information contained in the
foregoing materials, and Executive will turn over to Employer any
copies or recordings of any kind whatsoever containing information
derived directly or indirectly from such materials.
(g) ENFORCEMENT. The parties agree that if there is a breach
or threatened breach by Executive of any of the provisions of this
Section 8, Employer will be entitled to injunctive relief restraining
Executive, as any breach or threatened breach would cause irreparable
injury to Employer for which there would be no adequate remedy at law.
Nothing herein prohibits Employer from pursuing other remedies
available for any breach or threatened breach, including the recovery
of damages from Executive. Should any provision of this Section 8 be
held unreasonably broad in its restrictions as to time, geographical
area, or scope of activity, the provision will be limited as necessary
to render it reasonable.
(h) CONSTRUCTION. The covenants of Executive contained in
this Section 8 will be construed as an agreement independent of any
other provision of this Agreement, and the existence of any claim or
cause of action of Executive against Employer, whether predicated on
this Agreement or otherwise, will not constitute a defense to the
enforcement by Employer of said covenants.
9. COMMUNICATIONS: All communications to Employer pursuant to this
Agreement must be in writing and addressed to:
ObjectSpace, Inc.
00000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
ATTN.: Vice President of Human Resources
or any other address that Employer may hereafter designate by written
communications to Executive given in accordance with this Section 9, and all
communications to Executive will be addressed to Executive at Employer's
office in which he is usually employed or to his home address as last
indicated in the books and records of Employer or at any other address as
Executive may hereafter designate by written communications to Employer given
in accordance with this Section 9.
10. MARKET STAND-OFF. Executive, in connection with the first
Underwritten Offering (defined below), upon request of Employer or the
underwriters managing such Underwritten Offering, agrees not to sell, make any
short sale of, loan, pledge, exercise any option for the purchase of or
otherwise dispose of any securities of Employer (other than those included in
the Underwritten Offering) without the prior written consent of any authorized
representative of such underwriters for 90 days (or such longer period as the
managing
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underwriter reasonably requests not to exceed 180 days) from the effective
date of such registration.
As used in this Agreement, "UNDERWRITTEN OFFERING" means a registration
in which securities of Employer are sold to an investment banking firm or
firms for re-offering to the public pursuant to a registration statement
declared effective under the Securities Act of 1933, as amended.
11. INVESTOR RIGHTS AGREEMENT. If Employer delays a demand
registration pursuant to Section 2(d) of the Investor Rights Agreement to be
entered into among Employer, Magellen Technologies, Inc., Cornerstone Fund I,
L.L.C., Venture Fund I, L.L.C., Cornerstone Equity Partners, L.L.C., Bentley
Family Holdings, L.L.C., Xxxxxxx SBIC, LLC, and Diamond Venture Capital,
L.L.C. (the "INVESTOR RIGHTS AGREEMENT"), then the Executive hereby agrees not
to cause Employer to register any securities for the Executive's own account
for such period as Employer continues to delay such demand registration
pursuant to Section 2(d) of the Investor Rights Agreement.
12. LOAN. Employer shall loan to Executive $150,000 upon the
closing of the transactions set forth in that certain Purchase Agreement to be
entered into among Employer, Magellen Technologies, Inc., Cornerstone Fund I,
L.L.C., Venture Fund I, L.L.C., Cornerstone Equity Partners, L.L.C., Bentley
Family Holdings, L.L.C., Xxxxxxx SBIC, LLC, and Diamond Venture Capital,
L.L.C. (the "CLOSING"), at an interest rate, computed on a simple interest
basis, equal to the applicable federal rate as determined by the Internal
Revenue Service for a loan on the terms described in this Section 12 and
commencing on the date of the Closing. The principal of and accrued interest
upon such loan, computed as aforesaid, shall be due and payable in three equal
annual installments, commencing on the Commencement Date (defined below), and
thereafter on the first and second anniversary date of the Commencement Date.
Upon the Closing, a note evidencing the loan under this Section 12
shall be executed containing the terms described herein, with such other
customary terms as are reasonable, necessary and appropriate.
As used in this Agreement, "COMMENCEMENT DATE" means the earlier of (i)
the 270th day following the consummation of the initial Underwritten Offering
or (ii) June 30, 2003.
13. ARBITRATION.
(a) INTRODUCTION. Executive recognizes that differences may
arise between the Employer and Executive during or following Executive's
employment with the Employer, and that those differences may or may not
be related to Executive's employment with the Employer. Executive
understands and agrees that the Employer is engaged in transactions
involving interstate commerce and that Executive's employment with
Employer involves such commerce. Executive understands and agrees that
by agreeing to arbitration hereunder, the Executive anticipates gaining
the benefits of speedy, impartial dispute resolution of any Claim (as
defined below).
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(b) AGREEMENT TO ARBITRATE. In the event there is any dispute,
claim, or controversy, whether or not arising out of Executive's
employment, its termination, or this Agreement and regardless of the kind
or type of dispute, claim or controversy (excluding claims for workers'
compensation, unemployment compensation benefits and claims by the
Employer for injunctive and/or other equitable relief) that the Employer
may have against Executive or that Executive may have against the
Employer or against its directors, officers, stockholders, employees,
affiliates, representatives, or agents in their capacity as such or
otherwise (all such disputes, claims or controversies being collectively
referred to as "CLAIMS"), the Executive and the Employer agree to submit
all such Claims to final and binding arbitration pursuant to the
provisions of the Federal Arbitration Act, upon a request submitted in
writing to the Board of Directors of Employer within two years of the
date when the aggrieved party has knowledge of the event giving rise to
the claim, or within two years of the termination of employment,
whichever occurs first. Except as provided in Sections 13(c) and 13(d)
hereof, arbitration shall be the sole and exclusive remedy for all Claims
covered by this Agreement, and any failure to request arbitration timely
shall constitute a waiver of all rights to raise any Claims in any forum,
even if there is a federal or state statute of limitations that would
have given more time to pursue the Claim. The limitations period set
forth in this paragraph shall not be subject to tolling, equitable or
otherwise.
(c) CLAIMS COVERED. The Claims covered by this Agreement
include, but are not limited to, claims for wages or other compensation
due; claims for breach of any contract or covenant (express or implied);
tort claims (including, but not limited to, assault, battery, defamation,
slander, retaliation for filing a workers' compensation claim,
retaliation for reporting a criminal act, negligent
hiring/training/supervision/retention, emotional distress (whether
negligently, gross negligently, or intentionally inflicted), invasion of
privacy); claims for discrimination or retaliation (including, but not
limited to, race, sex, sexual harassment, sexual orientation, religion,
national origin, age, pregnancy, leave of absence, marital status, or
medical condition, handicap or disability); claims for benefits (except
where an employee benefit or retirement plan specifies that its claims
procedure shall culminate in an arbitration procedure different from this
one); and claims for violation of any federal, state, or other
governmental law, statute, regulation, or ordinance, except claims
excluded in Section 13(d). Executive understands that this Section 13
covers Claims not only against the Employer, but all other potential
defendants, including but not limited to co-employees, managers,
supervisors, directors, officers, stockholders, joint employers,
representatives, agents, and parent, subsidiary, affiliated and successor
companies. Further, Executive understands that Executive is not waiving
Executive's right to pursue a charge at any time with the National Labor
Relations Board or any other federal, state or city agency.
(d) CLAIMS NOT COVERED. Claims Executive may have for workers'
compensation benefits or unemployment compensation benefits are not
covered by this Section 13. Further, Claims by the Employer for
injunctive and/or other equitable relief are also not covered, including
but not limited to claims for unfair competition (including, but not
limited to, violations of Sections 8) and/or the use and/or unauthorized
disclosure of trade secrets or confidential information, as to which
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Executive understands and agrees that the Employer may seek and obtain
relief from a court of competent jurisdiction.
(e) PROCEDURE. All Claims will be resolved by a single
arbitrator in Dallas, Texas in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association
(the "AAA"), as amended, modified or revised. The arbitrator shall apply
federal and/or Texas substantive law, as appropriate to the particular
claims presented. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction. To the extent this
Section 13 and the rules of the AAA conflict, this Section shall prevail.
(f) THE ARBITRATOR'S AUTHORITY. The arbitrator shall only have
those powers authorized by statute or enumerated below:
(i) Rule on motions regarding the pleadings and discovery;
(ii) Issue protective orders on the motion of any party or third
party witness. Such protective orders may include, but are
not limited to, sealing the record of the arbitration, in
whole or in part (including discovery proceedings and
motions, transcripts and the decision and award), to
protect the privacy or other constitutional or statutory
rights of parties and/or witnesses;
(iii) Determine only the Claim submitted to the arbitrator. The
Claim shall be identified in any request for arbitration,
any counterclaim(s), and the answer(s) thereto. Any Claim
not identified in those pleadings is outside the scope of
the arbitrator's jurisdiction and any award invoking such
Claims is subject to a motion to vacate; PROVIDED, HOWEVER,
that the arbitrator shall have exclusive authority to
resolve any Claim relating to the validity, interpretation,
application, and enforcement of this Section 13; and
(iv) The arbitrator shall only be authorized to exercise powers
specifically enumerated by this Agreement and to decide the
Claim in accordance with governing principles of law and
equity. The arbitrator shall not have any authority to
modify the powers granted to the arbitrator by the terms of
this Agreement. The arbitrator also shall not have the
authority to modify a party's responsibility for fees and
costs as set forth below, except as required by law.
(g) COSTS OF ARBITRATION. If a party chooses to be represented
by an attorney (or other representative) during the arbitration, that
party shall be responsible for its own attorneys' fees, except as
provided by law. Each party shall be responsible for one-half the cost
of the court reporters' fees, the AAA's filing fee, the arbitrator's fee,
the cost of the arbitrator's transcript of the hearing and any costs
associated with the facilities for the arbitration (E.G., the hearing
room). Each party shall be responsible for all costs associated with
discovery which that party initiates (E.G., depositions), except
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that a party or third party witness being deposed shall be responsible
for the cost of a copy of the transcript if he chooses to order a copy.
14. GENERAL PROVISIONS
(a) ENTIRE AGREEMENT. This Agreement supersedes, replaces and
merges any and all prior and contemporaneous understandings,
representations, agreements and discussions relating to the same or
similar subject matter as that of this Agreement and constitutes the
entire agreement between Executive and Employer about the subject matter
of this Agreement.
(b) NO CONFLICT. Executive represents and warrants that he is
not under any legal or contractual obligation that would conflict with
the obligations and duties he is undertaking herein, and that his
execution of this Agreement will not breach any agreement to which he is
a party.
(c) SEVERABILITY. If any provision of this Agreement is held
unenforceable under present or future laws, the provision will be
severable, and this Agreement will be construed and enforced as if the
unenforceable provision never comprised a part of it. Furthermore, in
lieu of the unenforceable provision, there will be added automatically a
provision as similar in its terms to the unenforceable provision as may
be enforceable.
(d) REMEDIES. If any violation of the covenants contained
herein occurs, as determined by any court of competent jurisdiction,
Employer will be authorized and entitled to obtain preliminary and
permanent injunctive relief as well as an equitable accounting of any and
all profits or benefits arising out of such violation, which rights and
remedies will be cumulative and in addition to any other rights or
remedies to which Employer may be entitled, including the right to
damages directly or indirectly sustained by Employer. Except as provided
in Section 13, Executive further agrees to pay the reasonable attorneys'
fees, court costs and litigation expenses incurred by Employer in
successfully enforcing any of the provisions of this Agreement.
In the event of the violation of any of the covenants contained
herein, the period, if any, therein will xxxxx during the time of
violation thereof and that portion remaining at the time of commencement
of any violation will not begin to run until such violation has been
fully and finally cured.
(e) CAPTIONS. The captions contained herein are solely for the
convenience of the parties and will not be deemed to govern the meaning
or intent of any of the provisions of this Agreement.
(f) GENDER. Whenever the male gender is used in this
Agreement, it is applicable to both male, female and neuter, singular and
plural.
(g) ASSIGNMENT. The rights and obligations of Employer
hereunder will inure to the benefit of and be binding upon any successor
or assign of Employer. This
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Agreement is personal to Executive and shall not be assigned by him.
Any attempted assignment by Executive in violation of this Agreement
shall be void.
(h) WAIVER. The waiver or non-enforcement by Employer or any
breach of any provision of this Agreement by Executive will not be a
waiver of any subsequent breach by Executive. No waiver will be legally
operative unless in writing and signed by an authorized agent of
Employer.
(i) GOVERNING LAW. This Agreement will be construed according
to the laws of Texas, without regard to its conflict of law principles,
and venue in any legal proceeding will be in Dallas County, Texas.
(j) AMENDMENT. The parties may amend this Agreement only by a
signed, written agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
Employer: Executive:
OBJECTSPACE, INC. XXXXX XXXXXX
Signed: /s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
------------------------- -------------------------
Name: XXXXXXX X. XXXXXX Executive Signature
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Title: VICE PRESIDENT
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EMPLOYMENT AGREEMENT - XXXXX XXXXXX
