EXHIBIT 10.89
EMPLOYMENT AGREEMENT
As of the January 1, 2000, by and between Xxx Xxxxx, residing at 00
Xxxxx Xxx, Xxxxxxxxxx Xxx Xxxxxx 00000 (hereinafter referred to as the
"Employee") and U.S. Wireless Corporation, (hereinafter referred to as the
"Company").
W I T N E S S E T H:
WHEREAS, the Company has engaged DaVinci Solutions LLC (hereinafter
referred to as "DaVinci"), through which Employee has provided the Company
consulting services; and
WHEREAS, the Company and Employee desire that Employee enter into an
employment agreement with the Company securing to the Company the experience,
ability, and services of the Employee as a member of the Company's senior
management with the title of Vice President - Business and Market Development;
and
WHEREAS, simultaneously with the commencement of Employee as a member
of the Company's management, the DaVinci consulting agreement shall be
terminated; and
WHEREAS, the Employee commences his employment with the Company,
pursuant to the terms and conditions herein set forth, superseding all prior
agreements between the Company, its subsidiaries, and/or predecessors and
Employee and/or DaVinci.
NOW, THEREFORE, it is mutually agreed by and between the parties hereto
as follows:
ARTICLE I
EMPLOYMENT
(A) Subject to and upon the terms and conditions of this Agreement, the
Company hereby agrees to employ the Employee, and the Employee hereby accepts
such employment in the capacity as Vice President - Business and Market
Development of U.S. Wireless Corporation. In this capacity, Employee will report
to the Chief Executive Officer of the Company.
(B) Annexed hereto as Appendix A is a letter agreement by and between
the Company, DaVinci and Employee in which (i) the consulting agreement by and
between the Company and DaVinci dated as of May 20, 1999 is terminated as of the
date of this Agreement and (ii) Employee shall cease operations on behalf of
DaVinci, except as specified in subarticle II(B) herein, though Employee shall
remain a member of DaVinci. In addition, annexed hereto as Appendix B is an
assignment agreement by and between the Employee and DaVinci, whereby DaVinci
assigns to Employee the option granted by the Company to DaVinci pursuant to an
option agreement dated May 20, 1999.
ARTICLE II
DUTIES
(A) The Employee shall, during the term of his employment with the
Company, and subject to the direction and control of the Company's Boards of
Directors, perform such duties and functions related to his position as he may
be called upon to perform by the Company during the term of this Agreement.
(B) The Employee agrees to devote 100% of his business time and best
efforts to the performance his duties for the Company and to render such
services, as Company shall require. The Employee shall have the right to
continue as a member of DaVinci, and provide certain book keeping and advisory
services to DaVinci. on a limited basis, so as not to interfere with the
Employee's obligations and duties on behalf of the Company.
(C) The Employee shall perform, in conjunction with the Company's
senior management, to the best of his ability the following services and duties
for the Company (by way of example, and not by way of limitation):
(i) Those duties attendant to the position with the Company for
which he is hired;
(ii) Formulation and the implementation of the Company's business
plans and building a business development and marketing operation,
subject to the direction of the Boards of Directors;
(iii) Facilitate, establish and maintain Company relationships
with clients, strategic partners, suppliers and other companies
offering business opportunities.
(iv) Coordinate and support the integration of marketing and
business development relationships with the operational departments of
the Company.
(D) Employee's employment shall be based in Morristown, New Jersey,
though Employee shall be required to travel often and frequently in order to
undertake his duties for the Company, including at times, and when necessary,
working at the Company's offices located in San Ramon, California and Maryland.
(E) Employee represents that he shall comply with all federal, state
and local securities laws and shall have prepared and filed with the appropriate
agencies all required filings in a timely and efficient manner. Employee further
agrees to abide by the rules and regulations of the Company.
ARTICLE III
COMPENSATION
(A) Commencing with the commencement date of his initial employment,
the Company shall pay to Employee a salary at the rate of $135,000.00 per annum
(payable in equal bi-monthly installments or pursuant to such regular pay
periods adopted by the Company) (the "Base Salary"). Employee's salary shall
increase as may be determined by the board of directors.
(B) Employee may receive such other additional compensation as may be
determined from time to time by the Company. Nothing herein shall be deemed or
construed to require the board of directors to award any bonus or additional
compensation to Employee. Employee shall be a member of senior management and
eligible to receive the forms of compensation received by other members of
management, subject to and as determined by the Company's board of directors.
(C) The Company shall deduct from Employee's compensation all federal,
state, and local taxes, which it may now or may hereafter be required to deduct.
ARTICLE IV
BENEFITS
(A) During the term hereof, (i) the Company shall provide Employee, if
requested, with health insurance benefits and major medical insurance and (ii)
Employee shall be reimbursed by the Company upon presentation of appropriate
vouchers for all business expenses incurred by the Employee on behalf of the
Company.
(B) In the event the Company wishes to obtain Key Man life insurance on
the life of Employee, Employee agrees to cooperate with the Company in
completing any applications necessary to obtain such insurance and promptly
submit to such physical examinations and furnish such information as any
proposed insurance carrier may request.
(C) For each year of the term hereof, Employee shall be entitled to 10
days paid vacation and all company paid holidays. At the option of the Employee,
at any time after it has accrued, he may request that the vacation time be
converted into paid salary.
ARTICLE V
NON-DISCLOSURE
The Employee shall not, at any time during or after the termination of
his employment hereunder except when acting on be half of and with the
authorization of the Company, make use of or disclose to any person,
corporation, or other entity, for any purpose whatsoever, any trade secret or
other confidential information concerning the Company's business, finances,
proposed and current services and pricing, and any information relating to the
Company's business (collectively referred to as the "Proprietary Information").
For the purposes of this Agreement, trade secrets and confidential information
shall mean information disclosed to the Employee or known by him as a
consequence of his employment by the Company, whether or not pursuant to this
Agreement, and not generally known in the industry, concerning the business,
finances, methods, operations, marketing information, pricing, and information
relating to proposed expansion of the Company or the Company's business plans.
The Employee acknowledges that trade secrets and other items of confidential
information, as they may exist from time to time, are valuable and unique assets
of the Company, and that disclosure of any such information would cause
substantial injury to the Company. The foregoing is intended to be confirmatory
of the common law of the state of Delaware relating to trade secrets and
confidential information.
ARTICLE VI
RESTRICTIVE COVENANT
(A) In the event of the voluntary termination of employment with the
Company or Employee's discharge in accordance with Article VIII or XI paragraph
(A), Employee agrees that he will not, for a period of two years following such
termination, directly or indirectly enter into or become associated with or
engage in any other business (whether as a partner, officer, director,
shareholder, employee, consultant, or otherwise), which business is in direct
competition with that of the Company The term direct competition shall mean any
company which is developing, selling or operating wireless location systems, the
purpose of which is to establish the geographic location of a wireless phone or
signal for a service or application.
(B) If any court shall hold that the duration of non-competition or any
other restriction contained in this paragraph is unenforceable, it is our
intention that this agreement shall not thereby be terminated but shall be
deemed amended to delete there from such provision or portion adjudicated to be
invalid or unenforceable or in the alternative such judicially substituted term
may be substituted therefore.
(C) Employee agrees that during the term of this Restrictive Covenant,
he will not, directly or indirectly, (a) contact, induce, or influence any
customers or clients, joint venture partners, employee, consultant, associate or
affiliate of the Company or its or their successors with respect to the
Company's proposed business or for any reason whatsoever, without the written
consent of the Company, signed by two executive officers; (b) request or advise
any customers, clients, joint venture partners, suppliers, manufacturers,
employees, consultants, associates or affiliates of the Company or its or their
successors, who may contact or attempt to contact the Employee to withdraw,
curtail, or cancel such parties' business with the Company or its successors;
(c) disclose to any other persons or corporations the names or addresses of any
of the customers, clients, joint venture partners, suppliers, manufacturers,
wireless services providers, employees, consultants, associates, or affiliates
of the Company or its or their successors; or (d) induce or encourage any
employee to terminate his relationship with the Company.
ARTICLE VII
TERM
This Agreement shall be for a term of 3 years commencing on the date
hereof and terminating three years thereafter, unless sooner terminated pursuant
to the terms hereof, and renewable as provided for herein.
ARTICLE VIII
TERMINATION OR RESIGNATION
(A) The Company may terminate this Agreement:
(i) Upon the death of Employee during the term hereof, except
that the Employee's legal representatives, successors, assigns, and heirs shall
have those rights and interests as otherwise provided in this Agreement,
including the right to receive accrued but unpaid salary, bonus and severance
compensation, if any.
(ii) Subject to the terms of this Article VIII herein, upon
written notice from the Company to the Employee, if Employee becomes totally
disabled and as a result of such total disability, has been prevented from and
unable to perform all of his duties hereunder for a consecutive period of four
(4)months.
(iii) If the Employee engages in fraud, misappropriation, or
embezzlement of Company funds or gross negligence in the performance of his
duties.
(iv) If the Employee engages in the misappropriation of
corporate opportunities.
(v) The Company shall have the right to terminate Employee's
employment hereunder for cause. For purposes of this Agreement, "cause" means
(a) a breach of the covenants herein, (b) failure to perform his duties in a
professional and competent manner; (c) failure by Employee to substantially
perform his duties or obligations hereunder; (d) Employee engaging in misconduct
which is materially injurious to the Company; (e) Employee engaging in any act
that in any way has a direct, substantial, and adverse effect on the Company's
reputation; (f) Employee committing a crime of moral turpitude; (g) Employee's
conviction by, or entry of a plea of guilty or nolo contendere in, a court of
competent jurisdiction of a crime constituting a felony.
(B) Upon termination of this Agreement:
(i) Pursuant to subarticles (A)(iii), (iv) & (v) of this
Article VIII, Employee's employment hereunder and all compensation and benefits
payable by the Company hereunder shall be immediately terminated. In addition,
all granted options shall cease vesting.
(ii) In the event that Employee's employment is terminated
pursuant to subarticles (A)(i) or (ii) Employee or his estate, as the case may
be, shall be entitled to receive any payments under any applicable life or
disability insurance plans, if any are in effect at the time of termination.
Such payments, if any, shall be made at the time and in accordance with the
terms and conditions of such plans. All vested options shall continue to be
exercisable for a period of six months thereafter and all non-vested options
shall terminate.
(iii) In the event that the employment is terminated for any reason
except as listed in this Article VIII, the Employee shall have the right to
receive his salary for the period from the date of his termination until the
earlier of (i) 6 months or (ii) the end of the initial term of the agreement and
any unvested options that would have vested during the 6 month period following
the termination date.
(C) The Employee may only terminate this Agreement:
(i) In the event Employee is totally disabled and as a result
of such total disability, has been prevented from and unable to perform all of
his duties hereunder for a consecutive period of four (4) months.
(ii) In the event the Employee's duties are inconsistent with
the Employee's position, duties, responsibilities, and status with the Company
immediately prior to a change in control of the Company; subject to Article XI
below.
ARTICLE IX
PATENTS, COPYRIGHTS AND TRADEMARKS
Employee acknowledges that all Intellectual Property (as
defined herein) developed or co-developed by the Employee during the Employee's
tenure with the Company shall be the sole and absolute property of the Company.
Employee agrees to facilitate and coordinate, to the best of his ability, the
safeguarding of all Intellectual Property, which is developed or co-developed
during Employee's tenure with the Company. Employee, on behalf and at the
request of the Company shall detail all Intellectual Property developed or
co-developed, so that the Company may file the appropriate patents or other
filings in order to protect the Company's ownership rights in such properties.
Employee shall execute and deliver assignments of all rights and interest in any
Intellectual Property developed or co-developed during Employee's tenure with
the Company, for the Company's records and as needed for filing with any
federal, state, city, local, or foreign government agency or authority.
ARTICLE X
STOCK OPTIONS
As part of the Employee's compensation and to induce Employee to enter
into this Agreement the Company hereby grants to Employee options to purchase
125,000 shares of the Company's Common Stock, $.01 par value, upon and subject
to the following conditions:
(A) The option agreement dated as of May 20, 1999 by and between the
Company and DaVinci is assigned to Employee, in accordance with the annexed
assignment, whereby, the option (the "Option") granted to DaVinci to purchase
100,000 shares of the Company's Common Stock shall be assigned and transferred
to Employee subject to the following amendments. The Option Agreement shall be
amended as follows: (i) to increase the number of shares underlying the Option
to equal an aggregate of 125,000 shares (ii) 25,000 shares underlying the Option
shall be vested upon execution of this Agreement (iii) the balance of the shares
underlying the Option shall vest at the rate of 1/3 per annum, which vesting
period shall commence as of the date of the Option Agreement, whereby 1/3 of the
shares underlying the balance of the option (33,333 shares) shall vest at the
end of each year that this Agreement is in effect. The 25,000 shares referenced
in (A)(ii) above shall be exercisable at $2.75 per share and of the remaining
100,000 shares underlying the Option 75% or 75,000 shares shall be exercisable
at $2.75 and 25% or 25,000 shares shall be exercisable at $11.20; on a pro rata
basis.
(B) The Option provided for herein are not transferable by Employee and
shall be exercisable only by Employee, or by his legal representative or
executor, as provided under the terms of the stock option agreement, except that
the Employee shall be eligible to assign or transfer the right to purchase
25,000 shares underlying the Option to DaVinci. Such Option shall terminate as
provided under the terms of the stock option agreement. Employee agrees to
indemnify the Company against any claims by DaVinci, or any officer, director,
employee or affiliate, for any rights under the above referenced option
agreement claimed against the Company by DaVinci due to the assignment of the
Option to the Employee.
ARTICLE XI
SEVERANCE COMPENSATION
The Company's Board of Directors has determined that it is appropriate
to reinforce and encourage the continued attention and dedication of members of
the Company's management, including the Employee, to their assigned duties
without distraction in potentially disturbing circumstances arising from the
possibility of a change in control of the Company. This Agreement sets forth the
severance compensation which the Company agrees it will pay to the Employee if
the Employee's employment with the Company terminates under one of the
circumstances described herein following a Change in Control of the Company (as
defined herein).
(A) Term. This Article XI shall terminate, except to the extent that
any obligation of the Company hereunder remains unpaid as of such time, upon the
earliest of (i) the termination of the Employment Agreement including any
renewal period, if a Change in Control of the Company has not occurred within a
two-year period; (ii) the termination of the Employee's employment with the
Company based on death, Disability (as defined in subarticle XI(C)(b)),
Retirement (as defined in Subarticle XI(C)(c)) or Cause (as defined in
Subarticle XI(C)(d)) or by the Employee other than for Good Reason (as defined
in Subarticle XI(C)(e)); and (iii) one year from the date of a Change in Control
of the Company if the Employee has not terminated his employment for Good Reason
as of such time.
(B) Change in Control. No compensation shall be payable under this
Article XI unless and until (i) there shall have been a Change in Control of the
Company while the Employee is still an employee of the Company and (ii) the
Employee's employment by the Company thereafter shall have been terminated in
accordance with Subarticle XI(C). For purposes of this Agreement, a Change in
Control of the Company shall be deemed to have occurred if (a) there shall be
consummated (x) any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant to which shares of
the Company's Common Stock would be converted into cash, securities, or other
property, other than a merger of the Company in which the holders of the
Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (y) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (b) the stockholders of the Company approved
any plan or proposal for the liquidation or dissolution of the Company.
(C) Termination.
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(i) Termination Following Change in Control. If a Change in
Control of the Company shall have occurred while the Employee is still an
employee of the Company, the Employee shall be entitled to the compensation
provided in Subarticle XI(D) upon the subsequent termination of the Employee's
employment with the Company by the Employee in accordance with Subarticle
XI(C)(v) below or by the Company unless such termination is as a result of (a)
the Employee's death; (b) the Employee's Disability (as defined in Subarticle
XI(C)(ii) below); (c) the Employee's Retirement (as defined in Subarticle
XI(C)(iii) below); (d) the Employee's termination by the Company for Cause (as
defined in Subarticle XI(C)(iv) below); or (e) the Employee's decision to
terminate employment other than for Good Reason (as defined in Subarticle
XI(C)(v) below).
(ii) Disability. If, as a result of the Employee's incapacity
due to physical or mental illness, the Employee shall have been absent from his
duties with the Company on a full-time basis for six months and within 30 days
after written notice of termination is thereafter given by the Company the
Employee shall not have returned to the full-time performance of the Employee's
duties, the Company may terminate this Agreement for "Disability."
(iii) Retirement. The term "Retirement" as used in this
Article XI shall mean termination by the Company or the Employee of the
Employee's employment based on the Employee's having reached age 65 or such
other age as shall have been fixed in any arrangement established with the
Employee's consent with respect to the Employee.
(iv) Cause. The Company may terminate the Employee's
employment for Cause, as defined in subarticle VIII(a)(v).
(v) Good Reason. The Employee may terminate the Employee's
employment for Good Reason, upon the consummation of a Change in Control of the
Company at any time within one year of the consuammtion of the Change in
Control. For purposes of this Agreement "Good Reason" shall mean any of the
following (without the Employee's express written consent):
(a) the assignment to the Employee by the Company of duties
inconsistent with the Employee's position, duties,
responsibilities, and status with the Company immediately prior
to a Change in Control of the Company, or a change in the
Employee's titles or offices as in effect immediately prior to a
Change in Control of the Company, or any removal of the Employee
from or any failure to reelect the Employee to any of such
position, except in connection with the termination of his
employment for Disability, Retirement, or Cause or as a result of
the Employee's death or by the Employee other than for Good
Reason;
(b) a reduction by the Company in the Employee's base salary
as in effect on the date hereof or as the same may be increased
from time to time during the term of this Agreement after a
Change in Control;
(c) any failure by the Company to continue in effect any
benefit plan or arrangement (including, without limitation, the
Company's life insurance and medical, dental, accident, and
disability plans) in which the Employee is participating at the
time of a Change in Control of the Company (or any other plans
providing the Employee with substantially similar benefits)
(hereinafter referred to as "Benefit Plans"), or the taking of
any action by the Company which would adversely affect the
Employee's participation in or materially reduce the Employee's
benefits under any such Benefit;
(d) any failure by the Company to continue in effect any
plan or arrangement to receive securities of the Company
(including, without limitation, the Company's Stock Option Plan,
and any other plan or arrangement to receive and exercise stock
options, stock appreciation rights, restricted stock or grants
thereof) in which the Employee is participating at the time of a
Change in Control of the Company (or plans or arrangements
providing him with substantially similar benefits) (hereinafter
referred to as "Securities Plans") or the taking of any action by
the Company which would adversely affect the Employee's
participation in or materially reduce the Employee's benefits
under any such Securities Plan;
(e) the Employee's relocation to any place other than the
location at which the Employee performed the Employee's duties
prior to a Change in Control of the Company, except for required
travel by the Employee on the Company's business to an extent
substantially consistent with the Employee's business travel
obligations at the time of a Change in Control of the Company;
(vi) Notice of Termination. Any termination by the Company
pursuant to Subarticles XI(C)(ii), (iii) or (iv) shall be communicated by a
Notice of Termination. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate those specific termination
provisions in this Agreement relied upon and which sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Employee's employment under the provision so indicated. For purposes of this
Agreement, no such purported termination by the Company shall be effective
without such Notice of Termination.
(vii) Date of Termination. "Date of Termination" shall mean
(a) if this Agreement is terminated by the Company pursuant to Subarticles
XI(C)(ii), (iii) or (iv), 30 days after Notice of Termination is given to the
Employee or (b) if the Employee's employment is terminated by the Company for
any other reason, the date on which a Notice of Termination is stated to be
effective.
(D) Severance Compensation upon Termination of Employment.
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(i) If the Company shall terminate the Employee's employment
other than pursuant to Subarticles XI(C)(ii)(iii) or (iv) or if the Employee
shall terminate his employment for Good Reason, then the Company shall:
(a) Vest all options granted by the Company to the Employee,
whereby, the Employee would be eligible to exercise all shares
underlying option for the remainder of the original option
agreement term; and
(b) Within ten days following the Date of Termination, shall
cause the Employee to be relieved of any and all personal
guarantees of Company obligations, and fully pay all outstanding
loans and other obligations of the Company to the Employee. If,
for any reason, the Company fails to comply with its obligations
under this subparagraph, the Employee shall have the option, at
his sole discretion, to convert up to the principal amount of
such Notes to shares of the Company's Common Stock at the rate of
50% of the closing bid price on the such date per share;
provided, that the conversion of all or a portion of any
outstanding loans by the Employee shall not relieve the Company
of any of its obligations arising under this subparagraph
including the obligations to repay any unconverted loans and
relieve the Employee of any personal guarantees.
(ii) In the event that the Employee is terminated for
"Disability", as defined in Subarticle XI(C)(ii), the Company shall continue to
compensate him and he shall receive his Base Salary as provided under Article
III of this Agreement for a period of 4 months commencing from the date of such
total disability. The aforesaid obligations of the Company shall not extend
beyond the term of this Agreement. The obligation of the Company to make the
aforesaid payments shall be modified and reduced and the Company shall receive a
credit for all disability insurance payments which Employee may receive or to
which he may become entitled; and provided further that the payments herein
provided shall not extend beyond the term of this Agreement.
(E) No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.
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(i) The Employee shall not be required to mitigate damages or
the amount of any payment provided for under this Article XI by seeking other
employment or otherwise, nor shall the amount of any payment provided for under
this Article XI be reduced by any compensation earned by the Employee as the
result of employment by another employer after the Date of Termination, or
otherwise.
(ii) The provisions of this Article XI, and any payment
provided for hereunder, shall not reduce any amounts otherwise payable, or in
any way diminish the Employee's existing rights, or rights which would accrue
solely as a result of the passage of time, under any Benefit Plan, Incentive
Plan or Securities Plan, employment agreement or other contract, plan or
arrangement.
(F) Successor to the Company. (i) The Company will require any
successor or assign (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to the
Employee, expressly, absolutely, and unconditionally to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or assignment had
taken place. Any failure of the Company to obtain such agreement prior to the
effectiveness of any such succession or assignment shall be a material breach of
this Agreement and shall entitle the Employee to terminate the Employee's
employment for Good Reason. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor or assign to its business
and/or assets as aforesaid which executes and delivers the agreement provided
for in this Subarticle XI(F) or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law. If at any time during the
term of this Agreement the Employee is employed by any corporation a majority of
the voting securities of which is then owned by the Company, "Company" as used
in Sections 3 and 4 hereof shall in addition include such employer. In such
event, the Company agrees that it shall pay or shall cause such employer to pay
any amounts owed to the Employee pursuant to Subarticle XI(D) hereof.
(ii) This Agreement shall inure to the benefit of and be
enforceable by the Employee's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If the
Employee should die while any amounts are still payable to him hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Employee's devisee, legatee, or other
designee or, if there be no such designee, to the Employee's estate.
(G) Legal Fees and Expenses. The Company shall pay all legal fees and
expenses which the Employee may incur as a result of the Company's contesting
the validity, enforceability, or the Employee's interpretation of, or
determinations under, this Article XI, if the Company is found to in error.
ARTICLE XII
TERMINATION OF PRIOR AGREEMENTS
This Agreement sets forth the entire agreement between the parties and
supersedes all prior agreements between the parties, whether oral or written,
without prejudice to Employee's right to all accrued compensation prior to the
effective date of this Agreement.
ARTICLE XIII
ARBITRATION
Any dispute arising out of the interpretation, application, and/or
performance of this Agreement with the sole exception of any claim, breach or
violation arising under Articles V or VI hereof shall be settled through final
and binding arbitration before a single arbitrator in the Contra Costa County,
the State of California in accordance with the rules of a mutually agreed upon
arbitration association. The arbitrator shall be selected by the association and
shall be an attorney at law experienced in the field of corporate law. Any
judgment upon any arbitration award may be entered in any court, federal or
state, having competent jurisdiction of the parties.
ARTICLE XIV
SEVERABILITY
If any provision of this Agreement shall be held invalid and
unenforceable, the remainder of this Agreement shall remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall remain in full force and effect in all other
circumstances.
ARTICLE XXV
NOTICE
All notices required to be given under the terms of this Agreement
shall be in writing and shall be deemed to have been duly given only if
delivered to the addressee in person or mailed by certified mail, return receipt
requested, to the address as included in the company's records or to any such
other address as the party to receive the notice shall advise by due notice
given in accordance with this paragraph.
ARTICLE XVI
BENEFIT
This Agreement shall inure to, and shall be binding upon, the parties
hereto, the successors and assigns of the Company, and the heirs and personal
representatives of the Employee.
ARTICLE XVII
WAIVER
The waiver by either party of any breach or violation of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of construction and validity.
ARTICLE XVIII
GOVERNING LAW
This Agreement shall be governed with resepect to its construction and
validity in accordance with Delaware law. Delaware law shall be applied to this
Agreement irrespective of the forum for the conflict.
ARTICLE XIX
JURISDICTION
Any or all actions or proceedings which may be brought by the Company
or Employee under this Agreement shall be brought in courts having a situs
within the State of California and Employee hereby consents to the jurisdiction
of any local, state, or federal court located within the State of California.
ARTICLE XX
ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
hereto. No change, addition or amendment shall be made hereto, except by written
agreement signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
affixed their hands and seals the day and year first above written.
U.S. Wireless Corporation
By: _________________________________
Name:
Title:
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(Employee)
