EMPLOYMENT AGREEMENT
AGREEMENT dated as of _______ ___, 199_ between BRIGHTPOINT, INC., a
Delaware corporation (the "Employer" or the "Company"), and
______________________________ (the "Employee").
W I T N E S S E T H :
WHEREAS, the Employer desires to employ the Employee as its
_____________________________________________ to be assured of his services as
such on the terms and conditions hereinafter set forth; and
WHEREAS, the Employee is willing to accept such employment on such terms
and conditions;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Employer
and the Employee hereby agree as follows:
I. Term. Employer hereby agrees to employ Employee, and Employee hereby
agrees to serve Employer for a three-year period commencing effective as of the
date of this Agreement (the "Effective Date") (such period being herein referred
to as the "Initial Term," and any year commencing on the Effective Date or any
anniversary of the Effective Date being hereinafter referred to as an
"Employment Year"). After the Initial Term and on the last day of any Employment
Year thereafter, this Agreement shall be automatically renewed for successive
one year periods (each such period being referred to as a "Renewal Term"),
unless, more than ninety (90) days prior to the expiration of the Initial Term
or any Renewal Term, either the Executive or the Company gives written notice
that employment will not be renewed ("Notice of Non-Renewal"), whereupon (i) if
the Executive gives the Notice of Non-Renewal, the term of the Executive's
employment shall terminate upon the expiration of the Initial Term or the then
current Renewal Term, as the case may be, or (ii) if the Company gives the
Notice of Non-Renewal or terminates this Agreement without Cause, the term of
the Executive's employment shall be for a final three (3) year period (the
"Final Renewal Term"), commencing effective at the date of the Notice of
Non-Renewal, unless sooner terminated pursuant to Section 6 hereof.
II. Employee Duties.
A. During the term of this Agreement, the Employee shall have the duties
and responsibilities of attached hereto as Exhibit A, reporting directly to the
President of Employer and the Board of Directors of the Employer (the "Board").
It is understood that such duties and responsibilities shall be reasonably
related to the Employee's position.
B. The Employee shall devote substantially all of his business time,
attention, knowledge and skills faithfully, diligently and to the best of his
ability, in furtherance of the business and activities of the Company. The
principal place of performance by the Employee of his duties hereunder shall be
the Company's principal executive offices, although the Employee may be required
to travel outside of the area where the Company's principal executive offices
are located in connection with the business of the Company.
III. Compensation.
A. During the term of this Agreement, the Employer shall pay the Employee a
salary (the "Salary") at a rate of $125,000 per annum in respect of each
Employment Year, payable in equal installments bi-weekly, or at such other times
as may mutually be agreed upon between the Employer and the Employee. Such
Salary may be increased from time to time at the discretion of the Board.
B. In addition to the foregoing, the Employee shall be entitled to such
other cash bonuses and such other compensation in the form of stock, stock
options or other property or rights as may from time to time be awarded to him
by the Board during or in respect of his employment hereunder.
IV. Benefits.
A. During the term of this Agreement, the Employee shall have the right to
receive or participate in all existing and future benefits and plans which the
Company may from time to time institute during such period for its executive
officers (the "Executive Officers") and for which the Employee is eligible.
Nothing paid to the Employee under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the salary or
any other obligation payable to the Employee pursuant to this Agreement.
B. During the term of this Agreement, the Employee will be entitled to the
number of paid holidays, personal days off, paid vacation days and sick leave
days in each calendar year as are determined by the Company from time to time.
Such paid vacation may be taken in the Employee's discretion with the prior
approval of the Employer, and at such time or times as
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are not inconsistent with the reasonable business needs of the Company.
V. Travel Expenses. All travel and other expenses incident to the rendering
of services reasonably incurred on behalf of the Company by the Employee during
the term of this Agreement shall be paid by the Employer provided that such
expenses are incurred in accordance with the Company's policies. If any such
expenses are paid in the first instance by the Employee, the Employer shall
reimburse him therefor on presentation of appropriate receipts for any such
expenses.
VI. Termination. Employee's employment under this Agreement may be
terminated without any breach of this Agreement only on the following
circumstances:
6.1. Death. The Employee's employment under this Agreement shall
terminate upon his death.
6.2. 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 under this Agreement for 180 consecutive calendar days during any
calendar year, the Employer may terminate the Employee's employment under
this Agreement.
6.3. Cause. The Employer may terminate the Employee's employment under
this Agreement for Cause. For purposes of this Agreement, the Employer
shall have "Cause" to terminate the Employee's employment under this
Agreement upon (a) the willful and continued failure by the Employee to
substantially perform his duties under this Agreement (other than any such
failure resulting from the Employee's incapacity due to physical or mental
illness) after demand for substantial performance is delivered by the
Employer, in writing, specifically identifying the manner in which the
Employer believes the Employee has not substantially performed his duties
and the Employee fails to perform as required within 30 days after such
demand is made, (b) the willful engaging by the Employee in criminal
misconduct (including embezzlement and criminal fraud) which is materially
injurious to the Employer, monetarily or otherwise or (c) the conviction of
the Employee of a felony and the expiration of our time to appeal such
conviction. For purposes of this paragraph, no act, or failure to act, on
the Employee's part shall be considered "willful" unless done, or omitted
to be done, by him not in good faith and without reasonable belief that his
action or omission was in the best interest of the Employer.
Notwithstanding the foregoing, the Employee shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
the Employee a copy of a resolution, duly adopted by the affirmative vote of not
less than
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three-quarters of the entire membership of the Board (other than the Employee)
at meeting of the Board called and held for such purpose (after reasonable
written notice to the Employee and an opportunity for him, together with his
counsel, to be heard before the Board), finding that in the good faith opinion
of the Board, the Employee was guilty of conduct set forth above in clause (a),
(b) or (c), and specifying the particulars thereof in detail.
6.4. Termination by the Employee for Good Reason, Upon a Change of
Control or Because of Ill Health. The Employee may terminate his employment
under this Agreement (a) for Good Reason (as hereinafter defined), (b) at
any time within twelve months after a Change of Control, or (c) if his
health should become impaired to any extent that makes the continued
performance of his duties under this Agreement hazardous to his physical or
mental health or his life, provided that, in the latter case, the Employee
shall have furnished the Employer with a written statement from a qualified
doctor to such effect and provided, further, that at the Employer's request
and expense the Employee shall submit to an examination by a doctor
selected by the Employer and such doctor shall have concurred in the
conclusion of the Employee's doctor; provided if the Employer's doctor does
not concur, the Employee's and Employer's doctors shall select a third
physician whose determination shall be binding.
6.4.1. Good Reason. For purposes of this Agreement, "Good Reason"
shall mean (a) any assignment to the Employee of any duties or
reporting obligations other than those contemplated by, or any
limitation of the powers of the Employee in any respect not
contemplated by, this Agreement, (b) failure by the Employer to comply
with its obligations and agreements contained in this Agreement, (c)
failure of the Employer to obtain the assumption of the agreement to
perform this Agreement by any successor as contemplated in Section
9(g) of this Agreement. With respect to the matters set forth in
clauses (a), (b) and (c) of this paragraph, the Employee must give the
Employer 30 days prior written notice of his intent to terminate this
Agreement as a result of any breach or alleged breach of the
applicable provision and the Employer shall have the right to cure any
such breach or alleged breach within such 30 day period.
6.4.2. Change of Control. For purposes of this Agreement, a
"Change of Control" shall be deemed to occur, unless previously
consented to in writing by the Employee, upon (a) the actual
acquisition or the execution of an agreement to acquire 15% or more of
the voting securities of the Employer by any person or entity not
affiliated with the Employee (other than pursuant to a bona fide
underwriting agreement relating to a public distribution of securities
of the Employer), (b) the commencement of a tender or exchange offer
for more than 15% of the voting securities of the Employer by any
person or entity not
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affiliated with the Employee, (c) the commencement of a proxy contest
against the management for the election of a majority of the Board of
the Employer if the group conducting the proxy contest owns, has or
gains the power to vote at least 15% of the voting securities of the
Employer, (d) a vote by the Board to merge, consolidate, sell all or
substantially all of the assets of the Employer to any person or
entity not affiliated with the Employee, or (e) the election of
directors constituting a majority of the Board of Directors who have
not been nominated or approved by the Employer.
VII. Notice of Termination.
Any termination of the Employee's employment by the Employer or by the
Employee (other than termination by reason of the Employee's death) shall be
communicated by written Notice of Termination to the other party of this
Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean
a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set 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.
VIII. Date of Termination.
The "Date of Termination" shall mean (a) if the Employee's employment is
terminated by his death, the date of his death, (b) if the Employee's employment
is terminated pursuant to Section 6.2 above, the date on which the Notice of
Termination is given, (c) if the Employee's employment is terminated pursuant to
Section 6.3 above, the date specified on the Notice of Termination after the
expiration of any cure periods and (d) if the Employee's employment is
terminated for any other reason, the date on which a Notice of Termination is
given after the expiration of any cure periods.
IX. Compensation Upon Termination or During Disability.
(a) If the Employee's employment shall be terminated by reason of his
death, the Employer shall pay to such person as he shall designate in writing
filed with the Employer, or if no such person shall be designated, to his estate
as a lump sum benefit, his full Salary to the date of his death in addition to
any payments to the Employee's spouse, beneficiaries or estate may be entitled
to receive pursuant to any pension or employee benefit plan or life insurance
policy or similar plan or policy then maintained by the Employer, and such
payments shall, assuming the Employer is in compliance with the provisions of
this Agreement, fully discharge the Employer's obligations with respect to
Section 3 of this Agreement, but all other obligations of the Employer under
this Agreement, including the obligations
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to indemnify, defend and hold harmless the Employee, shall remain in effect.
(b) During any period that the Employee fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness, the
Employee shall continue to receive his Salary until the Employee's employment is
terminated pursuant to Section 6.2 of this Agreement, or until the Employee
terminates his employment pursuant to Section 6.4(a) of this Agreement,
whichever first occurs. After termination, the Employee shall be paid, in equal
monthly installments, 100% of his Salary, at the rate in effect at the time
Notice of Termination is given, for one year, and thereafter for one additional
year at an annual rate equal to 50% of the Salary which would have been in
effect under this Agreement, plus, in each case, any disability payments
otherwise payable by or pursuant to plans provided by the Employer to its
executive officers. To the extent physically and mentally capable of so doing
without potentially impairing or damaging his health, the Employee shall provide
consulting services to the Employer during the period that he is receiving
payments pursuant to this Section 9(b).
(c) If the Employee's employment shall be terminated for Cause or
terminated by the Employee without Good Reason prior to or more than twelve
months after, a Change of Control, the Employer shall pay the Employee his full
Salary through the Date of Termination, at the rate in effect at the time Notice
of Termination is given, and the Employer shall, assuming the Employer is in
compliance with the provisions of this Agreement, have no further obligations
with respect to Section 3 of this Agreement, but all other obligations of the
Employer under this Agreement, including the obligations to indemnify, defend
and hold harmless the Employee, shall remain in effect.
(d) If (A) in breach of this Agreement, the Employer shall terminate the
Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it
being understood that a purported termination pursuant to Section 6.2 or 6.3
hereof which is disputed and finally determined not to have been proper shall be
a termination by the Employer in breach of this Agreement), including as a
result of a Change of Control, and/or (B) the Employee shall terminate his
employment for Good Reason or at any time within twelve months after a Change of
Control, then the Employer shall pay to the Employee:
(i) his full Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given;
(ii) for periods subsequent to the Date of Termination (in lieu of any
further payments pursuant to Section 3 of this Agreement), Severance Pay
(as hereinafter defined),
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payable on the first day following the Date of Termination, as follows:
(A) if (i) the Employee, with or without Good Reason, terminates
his employment at any time within twelve months after a Change of
Control; or (ii) the Employee's employment is terminated either by the
Employee for Good Reason or by the Employer other than pursuant to
Sections 6.2 or 6.3 hereof, a lump sum amount equal to the highest of
(x) $375,000 or (y) three (3) time total compensation (including value
of the stock options granted during such period) earned by the
Employee during the twelve month period prior to such Date of
Termination ("Severance Pay"); and
(iii) all other damages to which the Employee may be entitled as a
matter of law or equity as result of the termination of his employment
under this Agreement, including all costs and expense and expenses incurred
by him (including attorneys fees) in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit
provided by this Agreement.
(e) In the event of a termination of this Agreement by the Employee as a
result of a Change of Control pursuant to which the Severance Pay is as set
forth above in Section 9(d), the Severance Pay shall be the average taxable
compensation of the Employee for the five taxable years prior to such
termination or such higher amount as may be permitted by the Internal Revenue
Service to compute "base amount" for purposes of Section 280G of the Internal
Revenue Code of 1986 (as amended) multiplied by three (but in no event may this
amount exceed Severance Pay as provided by Section 9(d) of this Agreement unless
agreed to by the Employee). In the event of a termination of this Agreement by
the Employee as a result of a Change of Control the amount payable pursuant to
Section 9(d) shall be increased so that after payment of any excise tax the
Employee shall receive the amount specified in Section 9(d). The Employee shall
be entitled to initially receive the entire amount provided for in Section 9(d)
and shall not be required to repay to the Employer any amount which is
ultimately and finally determined by the Internal Revenue Service (or an
appropriate court) to have been in excess of the permitted amount and the
Employer agrees to use its best efforts to support the Employee's position that
such payments are not subject to excise tax in any dealings with the Internal
Revenue Service any in any appropriate legal proceedings.
(f) The Employee shall not be required to mitigate the amount of any
payment provided for in this Section 9 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 9 be reduced by
any compensation earned by the Employee as the result of employment by another
employer or business or by profits earned by the
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Employee from any other source at any time before and after the Date of
Termination.
(g) The Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Employer, by agreement in form and substance
satisfactory to the Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place. Failure of the
Employer to obtain such Agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Employee to
compensation from the Employer in the same amount and on the same terms as he
would be entitled to under Section 9(d)(ii)(B) if he terminated his employment
for Good Reason, except for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Employer" shall mean the Employer and
any successor to its business and/or assets which executes the Agreement or
which otherwise becomes bound by the terms and conditions of this Agreement by
operation of law.
X. Confidentiality; Noncompetition.
A. The Employer and the Employee acknowledge that the services to be
performed by the Employee under this Agreement are unique and extraordinary and,
as a result of such employment, the Employee will be in possession of
confidential information relating to the business practices of the Company. The
term "confidential information" shall mean any and all information (verbal and
written) relating to the Company or any of its affiliates, or any of their
respective activities, other than such information which can be shown by the
Employee to be in the public domain (such information not being deemed to be in
the public domain merely because it is embraced by more general information
which is in the public domain) other than as the result of breach of the
provisions of this Section 10(a), including, but not limited to, information
relating to: trade secrets, personnel lists, financial information, research
projects, services used, pricing, customers, customer lists and prospects,
product sourcing, marketing and selling and servicing. The Employee agrees that
he will not, during or for a period of two years after the termination of
employment, directly or indirectly, use, communicate, disclose or disseminate to
any person, firm or corporation any confidential information regarding the
clients, customers or business practices of the Company acquired by the Employee
during his employment by Employer, without the prior written consent of
Employer; provided, however, that the Employee understands that Employee will be
prohibited from misappropriating any trade secret (as defined for purposes of
Indiana law) at any time during or after the termination of employment.
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B. The Employee hereby agrees that he shall not, during the period of his
employment and for a period of two (2) years following such employment, directly
or indirectly, within any county (or adjacent county) in any State within the
United States or territory outside the United States in which the Company is
engaged in business during the period of the Employee's employment or on the
date of termination of the Employee's employment, engage, have an interest in or
render any services to any business (whether as owner, manager, operator,
licensor, licensee, lender, partner, stockholder, joint venturer, employee,
consultant or otherwise) competitive with the Company's principal business
activities. Notwithstanding the foregoing, Employee shall be permitted to own
(as a passive investment) not more than 5% of any class of securities which is
publicly traded; provided, however that said 5% limitation shall apply to the
aggregate holdings or Employee and those of all other persons and entities with
whom Employee has agreed to act for the purpose of acquiring, holding, voting or
disposing of such securities.
C. The Employee hereby agrees that he shall not, during the period of his
employment and for a period of two (2) years following such employment, directly
or indirectly, take any action which constitutes an interference with or a
disruption of any of the Company's business activities including, without
limitation, the solicitations of the Company's customers, or persons listed on
the personnel lists of the Company. At no time during the term of this
Agreement, or thereafter shall the Employee directly or indirectly, disparage
the commercial, business or financial reputation of the Company.
D. For purposes of clarification, but not of limitation, the Employee
hereby acknowledges and agrees that the provisions of subparagraphs 10(b) and
(c) above shall serve as a prohibition against him, during the period referred
to therein, directly or indirectly, hiring, offering to hire, enticing,
soliciting or in any other manner persuading or attempting to persuade any
officer, employee, agent, lessor, lessee, licensor, licensee or customer who has
been previously contacted by either a representative of the Company, including
the Employee, (but only those suppliers existing during the time of the
Employee's employment by the Company, or at the termination of his employment),
to discontinue or alter his, her or its relationship with the Company.
E. Upon the termination of the Employee's employment for any reason
whatsoever, all documents, records, notebooks, equipment, price lists,
specifications, programs, customer and prospective customer lists and other
materials which refer or relate to any aspect of the business of the Company
which are in the possession of the Employee including all copies thereof, shall
be promptly returned to the Company.
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F. 1. The Employee agrees that all processes, technologies and inventions
("Inventions"), including new contributions, improvements, ideas and
discoveries, whether patentable or not, conceived, developed, invented or made
by him during his employment by Employer shall belong to the Company, provided
that such Inventions grew out of the Employee's work with the Company are
related in any manner to the business (commercial or experimental) of the
Company or are conceived or made on the Company's time or with the use of the
Company's facilities or materials. The Employee shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions for the
United States and foreign countries; (c) sign all papers necessary to carry out
the foregoing; and (d) give testimony in support of his inventorship;
2. If any Invention is described in a patent application or is disclosed to
third parties, directly or indirectly, by the Employee within two years after
the termination of his employment by the Company, it is to be presumed that the
Invention was conceived or made during the period of the Employee's employment
by the Company; and
3. The Employee agrees that he will not assert any rights to any Invention
as having been made or acquired by him prior to the date of this Agreement,
except for Inventions, if any, disclosed to the Company in writing prior to the
date hereof.
G. The Company shall be the sole owner of all products and proceeds of the
Employee's services hereunder, including, but not limited to, all materials,
ideas, concepts, formats, suggestions, developments, arrangements, packages,
programs and other intellectual properties that the Employee may acquire,
obtain, develop or create in connection with and during the term of the
Employee's employment hereunder, free and clear of any claims by the Employee
(or anyone claiming under the Employee) of any kind or character whatsoever
(other than the Employee's right to receive payments hereunder). The Employee
shall, at the request of the Company, execute such assignments, certificates or
other instruments as the Company may from time to time deem necessary or
desirable to evidence, establish, maintain, perfect, protect, enforce or defend
its right, or title and interest in or to any such properties.
H. The parties hereto hereby acknowledge and agree that (i) the Company
would be irreparably injured in the event of a breach by the Employee of any of
his obligations under this Section 10, (ii) monetary damages would not be an
adequate remedy for any such breach, and (iii) the Company shall be entitled to
injunctive relief, in addition to any other remedy which it may have, in the
event of any such breach.
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I. The parties hereto hereby acknowledge that, in addition to any other
remedies the Company may have under Section 7(h) hereof, the Company shall have
the right and remedy to require the Employee to account for and pay over to the
Company all compensation, profits, monies, accruals, increments or other
benefits (collectively, "Benefits") derived or received by the Employee as the
result of any transactions constituting a breach of any of the provisions of
Section 10, and the Employee hereby agrees to account for any pay over such
Benefits to the Company.
J. Each of the rights and remedies enumerated in Section 10(h) and 10(i)
shall be independent of the other, and shall be severally enforceable, and all
of such rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Company under law or in equity.
K. If any provision contained in this Section 10 is hereafter construed to
be invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full effect, without regard to the
invalid portions.
L. If any provision contained in this Section 10 is found to be
unenforceable by reason of the extent, duration or scope thereof, or otherwise,
then the court making such determination shall have the right to reduce such
extent, duration, scope or other provision and in its reduced form any such
restriction shall thereafter be enforceable as contemplated hereby.
M. It is the intent of the parties hereto that the covenants contained in
this Section 10 shall be enforced to the fullest extent permissible under the
laws and public policies of each jurisdiction in which enforcement is sought
(the Employee hereby acknowledging that said restrictions are reasonably
necessary for the protection of the Company). Accordingly, it is hereby agreed
that if any of the provisions of this Section 10 shall be adjudicated to be
invalid or unenforceable for any reason whatsoever, said provision shall be
(only with respect to the operation thereof in the particular jurisdiction in
which such adjudication is made) construed by limiting and reducing it so as to
be enforceable to the extent permissible, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.
XI. Indemnification. The Employer shall indemnify and hold harmless the
Employee against any and all expenses reason- ably incurred by him in connection
with or arising out of (a) the defense of any action, suit or proceeding in
which he is a party, or (b) any claim asserted or threatened against him, in
either
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case by reason of or relating to his being or having been an employee, officer
or director of the Company, whether or not he continues to be such an employee,
officer or director at the time of incurring such expenses, except insofar as
such indemnification is prohibited by law. Such expenses shall include, without
limitation, the fees and disbursements of attorneys, amounts of judgments and
amounts of any settlements, provided that such expenses are agreed to in advance
by the Employer. The foregoing indemnification obligation is independent of any
similar obligation provided in the Employer's Certificate of Incorporation or
Bylaws, and shall apply with respect to any matters attributable to periods
prior to the Effective Date, and to matters attributable to his employment
hereunder, without regard to when asserted.
XII. General. This Agreement is further governed by the following
provisions:
A. Notices. All notices relating to this Agreement shall be in writing
and shall be either personally delivered, sent by telecopy (receipt
confirmed) or mailed by certified mail, return receipt requested, to be
delivered at such address as is indicated below, or at such other address
or to the attention of such other person as the recipient has specified by
prior written notice to the sending party. Notice shall be effective when
so personally delivered, one business day after being sent by telecopy or
five days after being mailed.
To the Employer:
Brightpoint, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
To the Employee:
----------------------
With, in either case, a copy in the same manner to:
Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
B. Parties in Interest. Employee may not delegate his duties or assign
his rights hereunder. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
C. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with
respect to the employment of the Employee
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by the Employer and contains all of the covenants and agreements between
the parties with respect to such employment in any manner whatsoever. Any
modification or termination of this Agreement will be effective only if it
is in writing signed by the party to be charged.
D. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana. Employee agrees to and
hereby does submit to jurisdiction before any state or federal court of
record in Xxxxxx County, Indiana, or in the state and county in which such
violation may occur, at Employer's election.
E. Warranty. Employee hereby warrants and represents as follows:
1. That the execution of this Agreement and the discharge of
Employee's obligations hereunder will not breach or conflict with any
other contract, agreement, or understanding between Employee and any
other party or parties.
2. Employee has ideas, information and know-how relating to the
type of business conducted by Employer, and Employee's disclosure of
such ideas, information and know-how to Employer will not conflict
with or violate the rights of any third party or parties.
F. Severability. In the event that any term or condition in this
Agreement shall for any reason be held by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or condition
of this Agreement, but this Agreement shall be construed as if such invalid
or illegal or unenforceable term or condition had never been contained
herein.
G. Execution in Counterparts. This Agreement may be executed by the
parties in one or more counterparts, each of which shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the
other parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
BRIGHTPOINT, INC.
By:
--------------------------------
Name: J. Xxxx Xxxxxx
Title: President
--------------------------------
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