EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 6th day of May, 1999, by and between XXXXXXX
COMPUTER RESOURCES, INC., a Delaware corporation ("Company"), and B. XXXXX
XXXXXX ("Employee").
W I T N E S S E T H :
WHEREAS, the Company entered into an Asset Purchase Agreement ("Purchase
Agreement") of even date pursuant to which it purchased substantially all the
assets of Systems Atlanta Commercial Systems, Inc. (Systems Atlanta) used in its
business of marketing and selling a broad range of microcomputers and related
products including equipment selection procurement and configuration; and
WHEREAS, Employee, as an inducement for and in consideration of Company entering
into the Purchase Agreement, has agreed to enter into and execute this
Employment Agreement pursuant to Section 6 thereof; and
WHEREAS, Company desires to engage the services of Employee, pursuant to the
terms, conditions and provisions as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein set forth, the parties hereby covenant and agree as follows:
1. Employment. The Company agrees to employ the Employee, and the Employee
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agrees to be employed by the Company, upon the following terms and
conditions.
2 Term. The initial term of Employee's employment pursuant to this Agreement
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shall begin on the 6th day of May, 1999, and shall continue for a period of
four (4) years, ending May 5th, 2003 unless terminated earlier pursuant to
the provisions of Section 10, provided that Sections 8, 9, 10(b) and 11, if
applicable, shall survive the termination of such employ-ment and shall
expire in accordance with the terms set forth therein.
3. Renewal Term. The term of Employee's employment shall automatically renew
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for additional consecutive renewal terms of one (1) year unless either
party gives written notice of his/its intent not to renew the terms of this
Agreement sixty (60) days prior to expiration of the then expiring term.
4. Duties. Employee shall serve as General Manager for the Company's Atlanta
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Division. Employee shall perform such duties in Xxxx County, Georgia, or
the counties contiguous to Xxxx County, Georgia. Employee shall be
responsible to and report directly to the officers of Company. The duties
assigned to Employee shall not be inconsistent with those typically
assigned to a person holding the position set forth above. Employee shall
at all time have such powers and authorities as shall be reasonably
required to discharge such duties in an efficient manner together with such
facilities and services as are appropriate to his position. Employee shall
devote his best efforts and substantially all his time during normal
business hours to the diligent, faithful and loyal discharge of the duties
of his employment and towards the proper, efficient and successful conduct
of the Company's affairs. Employee fur-ther agrees to refrain during the
term of this Agreement from making any sales of competing services or
products or from profiting from any transaction
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involving computer services or products for his account without the express
written consent of Company. Nothing contained herein shall preclude
Employee from owning stock in Systems Atlanta, Inc. or serving as a
director thereof.
5. Compensation. For all services rendered by the Employee under this
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Agreement (in addition to other monetary or other benefits referred to
herein), compensation shall be paid to Employee as follows:
(a) Award of Stock Options: On the execution of this Agreement, Employee
shall be awarded, pursuant to an Award Agreement, a copy of which is
attached hereto as Exhibit A, the right to acquire 10,000 shares of
common stock, .01 par value, of the Company subject to any conditions
contained in the Xxxxxxx Computer Resources, Inc. Non-Qualified and
Incentive Stock Option Plan and Award Agreement. Such award of stock
options to acquire the common stock of the Company shall be at the
fair market value of such common stock as of the applicable date. For
purposes of this Agreement, the fair market value as of the applicable
date shall mean with respect to the common shares, the average between
the high and low bid and ask prices for such shares on the
over-the-counter market on the last business day prior to the date on
which the value is to be determined (or the next preceding date on
which sales occurred if there were no sales on such date).
(b) Base Salary: During each fiscal year of the initial term of this
Agreement (unless renegotiated by the mutual agreement of the
parties), Employee shall be paid an annual base salary of Eighty-Four
Thousand Dollars ($84,000.00). Said base salary shall be payable in
accordance with the historical payroll practices of the Company.
(c) Annual Cash Bonus - Atlanta Division: In addition to Employee's base
salary as set forth in Section 5(b) above, for the period commencing
upon the closing of the Purchase Agreement and ending January 5, 2000,
Employee shall be entitled to a cash bonus and incentive stock option
award in the event Employee satisfies certain economic criteria
pertaining to the Company's Atlanta Division set forth as follows:
(i) Gross sales of Company's Atlanta Division greater than
$6,666,667.00 but not less than $8,000,000.00 with net profit
before taxes (NPBT) greater than 4%, equals $6,667.00 cash bonus
plus 3,333 incentive stock options;
(ii) Gross sales of Company's Atlanta Division greater than
$8,000,000.00 but less than $9,333,333.00 with NPBT greater than
4% equals $13,333.00 cash bonus plus 5,000 incentive stock
options;
(iii)Gross sales of Company's Atlanta Division greater than
$9,333,333.00 with NPBT greater than 4% equals $20,000.00 cash
bonus plus 6,667 incentive stock options.
(iv) For purposes of this Section 5(c), the term Gross Sales shall
mean the gross sales of equipment, software and services by
Company's Atlanta Division or any other Atlanta Division operated
by any subsidiary of Company, determined on a consolidated basis
during the applicable period. In making said gross sales
determination, all gains and losses realized on the sale or other
disposition of Companys or any subsidiarys Atlanta Division's
assets not in the ordinary course shall be excluded. In addition,
any gross sales of Company's or its subsidiarys Atlanta Division
relating to any acquisitions that are closed in
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such year shall be excluded. All refunds or returns which are
made during such period shall be subtracted along with all
accounts receivable derived from such sales that are written off
during such period in accordance with Companys Atlanta
Divisions's accounting system. Such gross sales and NPBT of
Company's Atlanta Division shall be determined by the Company's
internally generated accounting statements determined on a
consolidated basis in the manner set forth above and in
accordance with generally accepted accounting principles. During
the period commencing with the closing of the Purchase Agreement
and ending January 5, 2000, a combined 1.8% MAS royalty and
AdFund fee on gross sales by Companys Atlanta Division shall be
made incident to said NPBT determination. Key services to be
provided the Atlanta Division by Company under the MAS royalty
and AdFund fee include the following: (i) accounting (including
AP and financial statement preparation); (ii) payroll, HR
(including benefits), legal, MIS support and administration;
(iii) centralized warehousing and configuration; (iv) advertising
and technical training; (v) Company and branch events, marketing
and promotional materials; and (vi) HQ Funds, soft dollar, spiff
and co-op tracking. For each subsequent fiscal year for which
Employee may be entitled to a bonus hereunder, the parties shall,
in good faith, agree upon MAS royalty and AdFund fees to be
charged hereunder based on the level of services and support
being provided by the Company to its Atlanta Division. Provided,
however, such MAS royalty and AdFund fees shall be 1.8% if the
parties are unable to come to an agreement for such year. Any
cash bonus amount determined under Section 5 (c) shall be payable
to Employee within thirty (30) days of the determination. For
purposes of this Section, the term Companys Atlanta Division
shall be the business acquired by Company from Seller under the
Purchase Agreement including the business acquired by Companys
wholly-owned subsidiary, Xxxxxxx Select Integration Solutions,
Inc. under the Purchase Agreement and shall include Companys
operations in Atlanta, Georgia that existed prior to the closing
of the Purchase Agreement.
(v) Any award of the incentive stock options to acquire the common
stock of Company shall be made fifty percent (50%) in the shares
of the Company and fifty percent (50%) in the shares of the
Companys subsidiary (Xxxxxxx Select Integration Solutions, Inc.)
if it is a publicly traded entity at such time, as of January 5,
2000 or any other applicable date, which shall mean with respect
to such shares, the average between the high and low bid and
asked prices for such shares on the over-the-counter market on
the last business day prior to the date on which the value is to
be determined (or the next preceding date on which sales occurred
if there were no sales on such date). In the event the stock of
Xxxxxxx Select Integration Solutions, Inc. is not publicly traded
as of January 5, 2000, Company shall have the right to award 100%
in the shares of the Company (in lieu of 50%) or shall have the
right to pay to Employee, in cash, the fair
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market value of such 50% of the stock options of the Company
determined under the Black Scholes method of valuation of stock
options. Any options awarded shall be subject to a vesting period
determined by the Board of Directors of the Company, but in no
event shall said vesting period be greater than five (5) years.
(vi) The parties agree that in January, 2000, January, 2001, January,
2002 and January, 2003, they will negotiate in good faith, the
level of gross sales and NPBT of Company's Atlanta Division for
the aforementioned cash bonus and incentive stock option award to
be earned for such years, which gross sales and NPBT criteria
shall be predicated upon Company's Atlanta Division's goals,
projections and budgets established at the outset of such fiscal
year.
(d) In addition to Employee's base salary as set forth in Section 5(b) and
any annual cash bonus/incentive stock option award that Employee may
be entitled to under Section 5(c) based on Company's Atlanta
Division's performance, Employee shall be entitled to a cash bonus and
incentive deferred compensation and an incentive stock option award
for the year 1999 in the event Employee satisfies certain economic
criteria pertaining to Company's performance during the fiscal year
1999, as follows:
(i) Gross sales of Company greater than $770,000,000.00 but less than
or equal to $800,000,000.00 with NPBT greater than 5.5% equals
$10,000.00 cash plus 2,500 incentive stock options;
(ii) Gross sales of Company greater than $800,000,000.00 but less than
or equal to $830,000,000.00 with NPBT greater than 5.5% equals
$20,000.00 cash plus 5,000 incentive stock options;
(iii)Gross sales of Company greater than $830,000,000.00 with NPBT
greater than 5.5% equals $30,000.00 cash plus 7,500 incentive
stock options.
(iv) For purposes of this Section, the term Gross Sales shall mean the
gross sales of equipment, software and services by Company during
the applicable period, determined on a consolidated basis. In
making said gross sales determination, all gains and losses
realized on the sale or other disposition of Companys assets not
in the ordinary course shall be excluded. All refunds or returns
which are made during such period shall be subtracted along with
all accounts receivable derived from such sales that are written
off during such period in accordance with Companys accounting
system. Such Gross Sales and net pre-tax margin of Company shall
be determined by the Chief Financial Officer of the Company in
accordance with generally accepted accounting principles and such
determination shall be final, binding and conclusive upon all
parties hereto. All amounts due Employee under Section 5(d)
(other than the award of any incentive stock options) will
constitute incentive deferred compensation which shall be payable
to Employee according to the terms and the Incentive Deferred
Compensation Agreement attached hereto and incorporated herein as
Exhibit B. Any incentive deferred compensation shall be fully
vested over a five-year period, vesting 20% per year of
employment from the effective date of this Agreement.
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(v) Any award of the incentive stock options to acquire the common
stock of Company shall be made fifty percent (50%) in the shares
of the Company and fifty percent (50%) in the shares of the
Companys subsidiary (Xxxxxxx Select Integration Solutions, Inc.)
if it is a publicly traded entity at such time, as of January 5,
2000 or any other applicable date, which shall mean with respect
to such shares, the average between the high and low bid and
asked prices for such shares on the over-the-counter market on
the last business day prior to the date on which the value is to
be determined (or the next preceding date on which sales occurred
if there were no sales on such date). In the event the stock of
Xxxxxxx Select Integration Solutions, Inc. is not publicly traded
as of January 5, 2000, Company shall have the right to award 100%
in the shares of the Company (in lieu of 50%) or shall have the
right to pay to Employee, in cash, the fair market value of such
50% of the stock options of the Company determined under the
Black Scholes method of valuation for stock options. Any options
awarded shall be subject to a vesting period determined by the
Board of Directors of the Company, but in no event shall said
vesting period be greater than five (5) years.
(vi) The parties agree that in January, 2000, January, 2001, January,
2002 and January, 2003, they will negotiate in good faith the
implementation of economic criteria for the earning of incentive
deferred compensation and incentive stock option award for
Employee for each of the remaining fiscal years of this Agreement
which will be predicated upon the attainment of Companys goals,
projections and budgets established at the outset for such fiscal
year which shall be consistent with the goals set forth for
senior management of Company for such year(s). The incentive
deferred compensation and incentive stock option awards shall be
predicated on the structure (as to amounts) used for the
incentive deferred compensation/incentive stock option award of
Company for the year 1999.
(vii)Company will deliver to Employee copies of the reports of any
determination made hereunder by Company for the subject period,
along with any documentation reasonably requested by Employee.
Within fifteen (15) days following delivery to Employee of such
report, Employee shall have the right to object in writing to the
results contained in such determination. If timely objection is
not made by Employee to such determination, such determination
shall become final and binding for purposes of this Agreement. If
a timely objection is made by Employee, and the Company and
Employee are able to resolve their differences in writing within
fifteen (15) days following the expiration of the initial 15-day
period, then such determination shall become final and
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binding as it pertains to this Agreement. If timely objection is
made by Employee to Company, and Employee and Company are unable
to resolve their differences in writing within fifteen (15) days
following the expiration of the initial 15-day period, then all
disputed matters pertaining to the report shall be submitted and
reviewed by the Arbitrator (Arbitrator), which shall be an
independent accounting firm selected by Company and Employee. If
Employee and Company are unable to promptly agree on the
accounting firm to serve as the Arbitrator, each shall select, by
not later than fifteen (15) days following the expiration of the
initial fifteen (15) day period, one accounting firm and the two
selected accounting firms shall then be instructed to select
promptly a third accounting firm, such third accounting firm to
serve as the Arbitrator. The Arbitrator shall consider only the
disputed matters pertaining to the determination and shall act
promptly to resolve all disputed matters. A decision with respect
to all disputed matters shall be final and binding upon Company
and Employee. The expenses of Arbitration shall be borne one-half
by Employee and one-half by Company. Each party shall be
responsible for his/its own attorney and accounting fees.
6. Fringe Benefits. During the term of this Agreement, Employee shall be
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entitled to the following benefits:
(a) Health Insurance - Employee shall be provided with the standard family
medical health and insurance coverage maintained by Company on its
employees. Company and Employee shall each pay fifty percent (50%) of
the cost of such coverage.
(b) Vacation - Employee shall be entitled each year to a vacation of three
weeks during which time his compensa-tion will be paid in full.
Provided, however, such weeks may not be taken consecutively without
the written consent of Company.
(c) Retirement Plan - Employee shall participate, after meeting
eligibility requirements, in any qualified retirement plans and/or
welfare plans maintained by the Company during the term of this
Agreement.
(d) Automobile - Company shall provide Employee with an automobile
allowance of $400.00 per month. Employee shall be responsible for all
insurance, maintenance and repairs to such vehicle.
(e) Cellular Telephone - Company shall provide Employee with a cellular
telephone allowance of $75.00 per month. Employee shall provide
Company, upon request, with documentation supporting the business use
of said cellular telephone.
(f) Other Company Programs - Employee shall be eligible to participate in
any other plans or programs implemented by the Company for all of its
employees with duties and responsibilities similar to Employee.
(g) Employee shall be responsible for any and all taxes owed, if any, on
the fringe benefits provided to him pursuant to this Section 6.
7. Expenses. During the term of this Agreement, Employee shall be entitled to
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receive prompt reimbursement for all reasonable and customary travel and
entertainment expenses or other out-of-pocket business expenses incurred by
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Employee in fulfilling the Employee's duties and responsibilities
hereunder, including, all expenses of travel and living expenses while away
from home on business or at the request of and in the service of the
Company, provided that such expenses are incurred and accounted for in
accordance with the reasonable policies and procedures established by the
Company.
8. Non-Competition. Employee expressly acknowledges the provisions of Section
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7 of the Purchase Agreement relating to Employee's Covenant Not to Compete
with Company and also Employees Covenant Not to Compete with Companys
wholly-owned subsidiary, Xxxxxxx Select Integration Solutions, Inc.
Accordingly, such provisions of Section 7 are incorporated herein by
reference to the extent as if restated in full herein. In addition to the
consideration received under this Agreement, Employee acknowledges that as
one of the owners of the common stock of Systems Atlanta Commercial
Systems, Inc., he has received substantial consideration pursuant to such
Purchase Agreement and that as an inducement for, and in consideration of,
Company entering into the Purchase Agreement and Company entering into this
Agreement, Employee has agreed to be bound by such provisions of Section 7
of the Pur-chase Agreement. Accordingly, such provisions of Section 7 and
Exhibits I-2 and I-3 and the restrictions on Employee thereby imposed shall
apply as stated therein.
9. Non-Disclosure and Assignment of Confidential Information. The Employee
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acknowledges that the Company's trade secrets and confidential and
proprietary information, including without limitation:
(a) unpublished information concerning the Company's:
(i) research activities and plans,
(ii) marketing or sales plans,
(iii) pricing or pricing strategies,
(iv) operational techniques,
(v) customer and supplier lists, and
(vi) strategic plans;
(b) unpublished financial information, including unpublished information
concerning revenues, profits and profit margins;
(c) internal confidential manuals; and
(d) any "material inside information" as such phrase is used for purposes
of the Securities Exchange Act of 1934, as amended;
all constitute valuable, special and unique proprietary and trade secret
information of the Company. In recognition of this fact, the Employee agrees
that the Employee will not disclose any such trade secrets or confidential or
proprietary information (except (i) information which becomes publicly available
without violation of this Agreement, (ii) information of which the Employee did
not know and should not have known was disclosed to the Employee in violation of
any other person's confidentiality obligation, and (iii) disclosure required in
connection with any legal process), nor shall the Employee make use of any such
information for the benefit of any person, firm, operation or other entity
except the Company and its subsidiaries or affiliates. The Employee's obligation
to keep all of such information confidential shall be in effect during and for a
period of five (5) years after the termination of his employment; provided,
however, that the Employee will keep confidential and will not disclose any
trade secret or similar information protected under law as intangible property
(subject to the same exceptions set forth in the parenthetical clause above) for
so long as such protection under law is extended.
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10. Termination.
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(a) The Employee's employment with the Company may be terminated at any
time as follows:
(i) By Employee's death;
(ii) By Employee's physical or mental disability which renders
Employee unable to perform his duties hereunder;
(iii)By the Company, for cause upon three (3) day's written notice to
Employee. For purposes of this Agreement, the term "cause" shall
mean termination upon: (i) the engaging by Employee in conduct
which is demonstrably and materially injurious to the Company,
monetarily or otherwise, including but not limited to any
material misrepresentation related to the performance of his
duties; (ii) the conviction of Employee of a felony or other
crime involving theft or fraud, (iii) Employee's gross neglect,
gross misconduct or gross insubordination in carrying out his
duties hereunder resulting, in either case, in material harm to
the Company; or (iv) any material breach by Employee of this
Agreement. Notwithstanding the foregoing, Employee shall not be
deemed to have been terminated for cause under (i) and (iv)
above, unless and until there has been delivered to him a copy of
the resolution of an officer of the Company, finding that
Employee engaged in the conduct set forth above in this section
and specifying the particulars thereof in detail, and Employee
shall not have cured or abated such conduct to the reasonable
satisfaction of the Company within fifteen (15) days of receipt
of such resolution. This provision shall be applicable solely to
the extent the conduct to which the alleged breach relates is
susceptible to being cured in the reasonable determination of
such officer.
(b) Compensation upon Termination: In the event of termination of
employment, the Employee or his estate, in the event of death, shall
be entitled to his annual base salary and other benefits provided
hereunder to the date of his termination. In addition, Employee shall
be entitled to receive any bonus accrued to the date of his
termination of employment as provided in Sections 5(c) and 5(d), which
shall be payable (if applicable) pursuant to the terms thereof.
11. Disability. In the event that Employee becomes temporarily disabled and/or
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totally and permanently disabled, physically or mentally, which renders him
unable to perform his duties hereunder, Employee shall receive one hundred
percent (100%) of his base annual salary (in effect at the time of such
disability) for a period of one (1) year following the initial date of such
disability (offset by any payments to the Employee received pursuant to
disability benefit plans, if any, maintained by the Company.) Such payments
shall be payable in twelve consecutive equal monthly installments and shall
commence thirty (30) days after the determination by the physicians of such
disability as set forth below.
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For purposes of this Agreement, Employee shall be deemed to be temporarily
disabled and/or totally and permanently disabled if attested to by two
qualified physicians, (one to be selected by Company and the other by
Employee) competent to give opinions in the area of the disabled Employee's
physical and/or mental condition. If the two physicians disagree, they
shall select a third physician, whose opinion shall control. Employee shall
be deemed to be temporarily disabled and/or totally and permanently
disabled if he shall become disabled as a result of any medically
determinable impairment of mind or body which renders it impossible for
such Employee to perform satisfactorily his duties hereunder, and the
qualified physician(s) referred to above certify that such disability does,
in fact, exist. The opinion of the qualified physician(s) shall be given by
such physician(s), in writing directed to the Company and to Employee. The
physician(s) decision shall include the date that disability began, if
possible, and the 12th month of such disability, if possible. The decision
of such physician(s) shall be final and conclusive and the cost of such
examination shall be paid by Company.
12. Severability. In case any one (1) or more of the provisions or part of a
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provision contained in this Agreement shall be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a
provision of this Agreement. In such a situation, this Agreement shall be
reformed and construed as if such invalid, illegal or unenforceable
provision, or part of a provision, had never been contained herein, and
such provision or part shall be reformed so that it will be valid, legal
and enforceable to the maximum extent possible.
13. Governing Law. This Agreement shall be governed and construed under the
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laws of the State of Georgia and shall not be modified or discharged, in
whole or in part, except by an agreement in writing signed by the parties.
14. Notices. All notices, requests, demands and other communications relating
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to this Agreement shall be in writing and shall be deemed to have been duly
given if delivered personally or mailed by certified or registered mail,
return receipt re-quested, postage prepaid to the following addresses (or
to such other address for a party as shall be specified by notice pursuant
hereto):
If to Company, to: Pomeroy Computer Resources, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
With a copy to: Xxxxx X. Xxxxx III, Esq.
Xxxxxxxxx & Dreidame Co., L.P.A.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000
If to Employee, to: the Employee's residential address, as
set forth in the Company's records
With a copy to: Tully Hazell, Esq.
Xxxx & Xxxxxx
000 X. Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
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15. Enforcement of Rights. The parties expressly recognize that any breach of
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this Agreement by either party is likely to result in irrevocable injury to
the other party and agree that such other party shall be entitled, if it so
elects, to institute and prosecute proceedings in any court of competent
jurisdiction in Xxxx County, Georgia, either at law or in equity, to obtain
damages for any breach of this Agreement, or to enforce the specific
performance of this Agreement by each party or to enjoin any party from
activities in violation of this Agreement. Should either party engage in
any activities prohibited by this Agreement, such party agrees to pay over
to the other party all compensation, remuneration, monies or property of
any sort received in connection with such activities. Such payment shall
not impair any rights or remedies of any non-breaching party or obligations
or liabilities of any breaching party pursuant to this Agreement or any
applicable law.
16. Entire Agreement. This Agreement and the Purchase Agreement referred to
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herein contain the entire understanding of the parties with respect to the
subject matter contained herein and may be altered, amended or superseded
only by an agreement in writing, signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
17. Parties in Interest.
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(a) This Agreement is personal to each of the parties hereto. No party may
assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other party hereto; provided,
however, that nothing in this Section 17 shall preclude (i) Employee
from designating a beneficiary to receive any benefit payable
hereunder upon his death, or (ii) executors, administrators, or legal
representatives of Employee or his estate from assigning any rights
hereunder to person or persons entitled thereto. Notwithstanding the
foregoing, this Agreement shall be binding upon and inure to the
benefit of any successor corporation of Company
(b) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially
all of the assets of the Company or the business with respect to which
the duties and responsibilities of Employee are principally related,
to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Company would have been required to
perform it if no such succession had taken place. As used in this
Agreement "Company" shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which
executes and delivers the assumption agreement provided for in this
Section 17 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
18. Representations of Employee. Employee represents and warrants that he is
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not party to or bound by any agreement or contract or subject to any
restrictions including without limitation any restriction imposed in
connection with previous employment which prevents Employee from entering
into and performing his obligations under this Agreement.
19. Counterparts. This Agreement may be executed simulta-neously in several
------------
counterparts, each of which shall be deemed an original part, which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been executed effec-tive as of the day
and year first above written.
WITNESSES: COMPANY:
XXXXXXX COMPUTER RESOURCES, INC.
__________________________
__________________________ By:_________________________________
Xxxxxxx X. Xxxxxxx
Chief Financial Officer
EMPLOYEE:
__________________________
__________________________ ____________________________________
B. XXXXX XXXXXX
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