EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made effective for all purposes
and in all respects as of the 27th day of September, 1996, by and
between ACADIA NATIONAL HEALTH SYSTEMS, INC., a Colorado
corporation (hereinafter referred to as the "Employer" or the
"Corporation"), and XXXXXX X. XXXXXXX (hereinafter referred to as
the "Employee").
WITNESSETH THAT:
WHEREAS, Employee has been employed by Employer since ACADIA
NATIONAL HEALTH SYSTEMS, INC. (hereinafter referred to as "Acadia")
was incorporated on August 2, 1996.
WHEREAS, Employer and Employee desire to set forth in writing
the terms and conditions of their agreements and understandings,
and to extend the term of Employee's employment hereunder;
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending legally to be bound, agree as
follows:
1. Term of Employment.
This Employment Agreement shall supersede and replace all
prior Employment Agreements and amendments thereto. The term shall
commence on August 2, 1996, and shall continue until July 31, 2001
and automatically for additional periods of three (3) years each
thereafter, unless sooner terminated in accordance with the
provisions hereof.
2. Duties of Employee.
2.1 It is understood and agreed that Employee's principal
duties on behalf of Employer at the date of execution hereof are
and shall be as Chief Executive Officer, Chairman of the Board an
President of the Corporation. In accepting employment by Employer,
Employee shall undertake and assume the responsibility of
performing for and on behalf of Employer whatever duties are
necessary and required in his position as Chief Executive Officer,
Chairman of the Board and President of the Corporation.
2.2 Employee covenants and agrees that at all times during
the term of this Agreement, Employee shall devote his efforts to
his duties as an employee of the Employer. Employee further
covenants and agrees that he will not, directly or indirectly,
engage or participate in any activities at any time during the term
of this Agreement in conflict with the best interests of Employer.
3. Compensation.
3.1 Salary. As compensation for the services to be rendered
by Employee for Employer under this Agreement, Employee shall be
paid not less than the following base annual salary, on a monthly
basis, during the term hereof: $65,000.00, plus annual increases
and bonuses, if any, voted him by the Board of Directors of
Employer.
3.2 Bonus. Employee shall be a participant in the Acadia,
Inc. Incentive Bonus Plan and Stock Option Plan as approved by the
Board of Directors.
3.3 Salary Review. Employee's salary will be reviewed
annually commencing September 30, 1997.
4. Additional Benefits.
In addition to, and not in limitation of, the compensation
referred to in Paragraph 3, Employee shall be paid the following
additional benefits during the term hereof:
4.1 Reimbursement. Reimbursement of all reasonable expenses
incurred by him in connection with performance of his duties as
Chief Executive Officer, Chairman of the Board and President of the
Corporation, upon submission of vouchers. Reasonable expenses
shall include, but not be limited to all out-of-pocket expenses for
entertainment, travel, meals, lodging, automobile expenses and the
like incurred by him in the interest of the Employer.
4.2 Participation in Benefit Plans. Employee shall be a
participant, to the extent he meets all eligibility requirements of
general application to senior executives of the Corporation, in any
and all plans maintained by the Corporation to provide benefits for
its executive senior employees, including, but not limited to,
group term life insurance, hospitalization, medical, disability,
deferred compensation, and profit sharing and retirement plans.
4.3 Vacations. Employee shall be entitled to vacations of
not less than eight (8) weeks per year, in accordance with the
Corporation's regular vacation policies established for senior
executives; provided, that Employee may accrue any unused vacation
time from year to year, and upon termination of employment will be
compensated for any unused vacation time. Any
specific vacation of more than eight (8) weeks' duration shall be
approved in advance by the Board of Directors.
4.4 Other Perquisites. Employee shall be entitled to such
additional perquisites as may be customarily granted by the
Corporation to senior executives.
4.5 Death or Disability Payments. In the event of the
Employee's disability or death, Employee's salary in effect at the
time of his death or disability shall continue to be paid to the
Employee, or to his designee, for a period of twelve (12) calendar
months from the date of death or from the date of Employee's
termination by reason of disability. For the purposes of this
Employment Agreement, the obligations of the Employer to make the
payments upon the disability of Employee shall not become effective
unless and until all of the following conditions are met, as
determined by an independent physician selected by the Board of
Directors and agreed to by Employee: (1) Employee shall become
physically or mentally incapable (excluding infrequent and
temporary absences due to ordinary illnesses) of properly
performing the services required of him in accordance with his
obligations under paragraph 2 hereof or similar provisions of any
renewal agreement; (2) such incapacities shall exist or be
reasonably expected to exist for more than ninety (90) days in the
aggregate during the period of twelve (12) consecutive months; and
(3) either Employee or Employer shall have given the other thirty
(30) days' written notice of his or its intention to terminate the
active employment of Employee because of such disability. The
benefits payable hereunder shall be in addition to, and shall not
be offset against, any amounts paid to Employee or his spouse by
reason of insurance benefits pursuant to Paragraph 4.2 above.
4.6 Life Insurance. Employee shall be provided with a life
insurance policy in the amount of $175,000 (provided he can meet
the medical conditions for such coverage), payable to such
beneficiaries as he shall designate.
5. Disclosure of Information.
Employee acknowledges that in and as a result of his
employment hereunder, he will be making use of, acquiring, and/or
adding to confidential information of a special and unique nature
and value relating to such matters as Employer's trade secrets,
systems, procedures, manuals, confidential reports, and lists of
clients. As a material inducement to Employer to enter into this
Agreement and to pay to Employee the compensation stated in
Paragraph 3, as well as any additional benefits stated in Paragraph
4, Employee covenants and agrees that he shall not,
other than in the ordinary course of business, at any time during or
following the term of his employment, directly or indirectly divulge
or disclose for any purpose whatsoever or appropriate to his own use
or to the use of others any confidential information that has been
obtained by, or disclosed to him, as a result of his employment by
Employer.
6. Termination.
6.1 Termination By Either Party Without Cause. At any time
during the term hereof, this Employment Agreement may be terminated
"without cause" by either Employer or Employee upon written notice
to the other party.
(A) In the event of such termination "without cause" by
Employee, Employer shall have the option either (a) to accept
Employee's resignation, effective immediately on receipt of such
notice; or (b) to require Employee to continue to perform his
duties hereunder, for a period not to exceed six (6) months from
the date of receipt of such written notice. In either event, the
Employee's compensation and benefits hereunder shall continue only
until the effective date of termination, as defined in Paragraph
6.4 below.
(B) In the event of such termination "without cause" by
Employer, Employee shall receive severance pay equal to thirty-six
(36) months' salary, plus bonuses equal to those received by him
during the eighteen months prior to termination, and shall be
continued under all group benefit plans for a period of eighteen
(18) months from the effective date of termination, as defined in
Paragraph 6.4(A) below.
6.2 Termination by Employer for Cause. Notwithstanding any
other provision hereof, Employer may terminate Employee's
employment under this Agreement at any time for cause. The
termination shall be effected by written notice thereof to the
Employee, which shall specify the cause for termination. For
purposes hereof, the term "cause" shall mean the failure of
Employee for any reason, within thirty (30) days after receipt by
Employee of written notice thereof from Employer, to correct,
cease, or otherwise alter any action or omission to act that
constitutes a material and willful breach of this Agreement likely
to result in material damage to the Corporation, or willful gross
misconduct likely to result in material damage to the Corporation.
Upon such termination for cause by Employer, Employee shall
not receive any termination pay or benefits beyond the effective
date of termination, as defined in Paragraph 6.4(B) below.
6.3 Termination By Employee for Cause. Notwithstanding any
other provision hereof, Employee may resign his employment under
this Agreement at any time for cause. The termination may be by
written notice thereof to Employer, which shall specify the cause
for Employee's resignation. For purposes hereof, the term "cause"
shall mean the failure of Employer for any reason, within thirty
(30) days after receipt by Employer of written notice from
Employee, to correct, cease, or otherwise alter any material
adverse change in the conditions of Employee's employment caused by
(a) a change in ownership of the Corporation; or (b) any change in
Employee's position from Chief Executive Officer, Chairman of the
Board and/or President, or the duties assigned to him by the Board
of Directors, unless Employee consents to such change, on terms as
mutually agreed.
Upon such termination for cause by Employee, Employee shall be
continued on the payroll for twelve (12) months from the effective
date of termination (as defined in Paragraph 6.4(B) below) at his
then current salary without further responsibilities to the
Corporation. Employee shall also be continued under all group
benefit plans for a period of twelve (12) months from the effective
date of termination. Employee's stock options shall continue to
vest, and he shall have the continuing right to exercise such
options during the period of twelve (12) months from the effective
date of termination.
6.4 Effective Date of Termination.
(A) The effective date of termination, as used in
Paragraph 6.1 with respect to termination "without cause," shall be
the date on which Employee actually ceases to perform his duties
hereunder.
(B) The effective date of termination, as used in
Paragraphs 6.2 and 6.3 with respect to termination "for cause,"
shall be thirty (30) calendar days after the date on which Employee
receives or gives written notice of termination.
6.5 Limitation on Severance Compensation. Notwithstanding
any other provision of this Agreement, solely in the event of a
Termination Upon a Change In Control, the aggregate of the amount
of severance compensation paid to the Employee under this Agreement
or otherwise, but exclusive of any payments to the Employee by
virtue of the Employee's exercise of any right or payment of any
kind under any incentive or benefit plan upon a change in control,
shall not include any amount that the Employer is prohibited from
deducting for federal income tax purposes by virtue of Section 280G
of the Internal Revenue Code or any successor provision.
7. Other Business Activities.
During the period of his employment under this Agreement, the
Employee shall not be employed by or otherwise engage or be
interested in any business whether or not in competition with the
Corporation, or with any of its subsidiaries or affiliates, with
the following exceptions:
(A) Employee's investment in any business shall not be
considered a violation of this paragraph, provided that such
business is not in competition with the Corporation and the
Employee does not render management or other personal services to
such business;
(B) Employee may consult with other businesses not in
competition with the Corporation, provided that each such
consulting job shall be expressly considered and approved or
disapproved in advance by the audit committee of the Board of
Directors.
8. Indemnification.
So long as Employee is not found by a court of law to be
guilty of a willful and material breach of this Agreement, or to be
guilty of willful gross misconduct, he shall be indemnified from
and against any and all losses, liability, claims and expenses,
damages, or causes of action, proceedings or investigations, or
threats thereof (including reasonable attorney fees and expenses of
counsel satisfactory to and approved by Employee) incurred by
Employee, arising out of, in connection with, or based upon
Employee's services and the performance of his duties pursuant to
this Employment Agreement, or any other matter contemplated by this
Employment Agreement, whether or not resulting in any such
liability; and Employee shall be reimbursed by Employer as and when
incurred for any reasonable legal or other expenses incurred by
Employee in connection with investigating or defending against any
such loss, claim, damage, liability, action, proceeding,
investigation or threat thereof, or producing evidence, producing
documents or taking any other action in respect thereto (whether or
not Employee is a defendant in or target of such action, proceeding
or investigation).
9. Burden and Benefit.
This Agreement shall be binding upon, and shall inure to the
benefit of, Employer and Employee, and their respective heirs,
personal and legal representatives, successors, and assigns and
shall be expressly binding upon and inure to the benefit of any
person or entity assuring the Corporation, by merger,
consolidation, purchase of assets or stock, or otherwise; provided,
however, that the interests of the Employee hereunder are not
subject to the claims of his creditors, and may not be voluntarily
or involuntarily assigned, alienated or encumbered.
10. Governing Law.
It is understood and agreed that the construction and
interpretation of this Agreement shall at all times and in all
respects be governed by the laws of the State of Maine, where it is
made and to be performed.
11. Severability.
The provisions of this Agreement, including particularly but
not solely, the provisions of Paragraphs 5 and 6, shall be deemed
severable, and the invalidity or unenforceability of any one or
more of the provisions of this Agreement shall not affect the
validity and enforceability of the other provisions.
12. Notice.
Any notice required to be given shall be sufficient if it is
in writing and sent by certified or registered mail, return receipt
requested, first-class postage prepaid, to his residence in the
case of Employee, and to its principal office in the case of
Employer.
13. Entire Agreement.
This Agreement contains the entire agreement and understanding
by and between Employer and Employee with respect to the employment
of Employee, and no representations, promises, agreements, or
understandings, written or oral, not contained herein shall be of
any force or effect. No change or modification of this Agreement
shall be valid or binding unless it is in writing and signed by the
party intended to be bound. No waiver of any provision of this
Agreement shall be valid unless it is in writing and signed by the
party against whom the waiver is sought to be enforced. No valid
waiver of any provision of this Agreement at any time shall be
deemed a waiver of any other provision of this Agreement at such
time or at any other time.
14. Counterparts.
The Agreement may be executed in two or more counterparts, any
one of which shall be deemed the original without reference to the
others.
IN WITNESS WHEREOF, Employer and Employee have duly executed
this Agreement as of the day and year first above written.
EMPLOYER:
ATTEST: ACADIA NATIONAL HEALTH SYSTEMS, INC.,
A Colorado Corporation
By:
Treasurer Xxxxxxxxx X. Xxxxx
Vice President and Secretary
EMPLOYEE:
XXXXXX X. XXXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made effective for all purposes
and in all respects as of the 27th day of September, 1996, by and
between ACADIA NATIONAL HEALTH SYSTEMS, INC., a Colorado
corporation (hereinafter referred to as the "Employer" or the
"Corporation"), and Xxxxxxxxx X. Xxxxx (hereinafter referred to as
the "Employee").
WITNESSETH THAT:
WHEREAS, Employee has been employed by Employer since ACADIA
NATIONAL HEALTH SYSTEMS, INC. (hereinafter referred to as "Acadia")
was incorporated on August 2, 1996.
WHEREAS, Employer and Employee desire to set forth in writing
the terms and conditions of their agreements and understandings,
and to extend the term of Employee's employment hereunder;
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending legally to be bound, agree as
follows:
1. Term of Employment.
This Employment Agreement shall supersede and replace all
prior Employment Agreements and amendments thereto. The term shall
commence on August 2, 1996, and shall continue until July 31, 2001
and automatically for additional periods of three (3) years each
thereafter, unless sooner terminated in accordance with the
provisions hereof.
2. Duties of Employee.
2.1 It is understood and agreed that Employee's principal
duties on behalf of Employer at the date of execution hereof are
and shall be as Chief Executive Officer, Chairman of the Board an
President of the Corporation. In accepting employment by Employer,
Employee shall undertake and assume the responsibility of
performing for and on behalf of Employer whatever duties are
necessary and required in his position as Chief Executive Officer,
Chairman of the Board and President of the Corporation.
2.2 Employee covenants and agrees that at all times during
the term of this Agreement, Employee shall devote his efforts to
his duties as an employee of the Employer. Employee further
covenants and agrees that he will not, directly or indirectly,
engage or participate in any activities at any time during the term
of this Agreement in conflict with the best interests of Employer.
3. Compensation.
3.1 Salary. As compensation for the services to be rendered
by Employee for Employer under this Agreement, Employee shall be
paid not less than the following base annual salary, on a monthly
basis, during the term hereof: $50,000.00, plus annual increases
and bonuses, if any, voted him by the Board of Directors of
Employer.
3.2 Bonus. Employee shall be a participant in the Acadia,
Inc. Incentive Bonus Plan and Stock Option Plan as approved by the
Board of Directors.
3.3 Salary Review. Employee's salary will be reviewed
annually commencing September 30, 1997.
4. Additional Benefits.
In addition to, and not in limitation of, the compensation
referred to in Paragraph 3, Employee shall be paid the following
additional benefits during the term hereof:
4.1 Reimbursement. Reimbursement of all reasonable expenses
incurred by him in connection with performance of his duties as
Chief Executive Officer, Chairman of the Board and President of the
Corporation, upon submission of vouchers. Reasonable expenses
shall include, but not be limited to all out-of-pocket expenses for
entertainment, travel, meals, lodging, automobile expenses and the
like incurred by him in the interest of the Employer.
4.2 Participation in Benefit Plans. Employee shall be a
participant, to the extent he meets all eligibility requirements of
general application to senior executives of the Corporation, in any
and all plans maintained by the Corporation to provide benefits for
its executive senior employees, including, but not limited to,
group term life insurance, hospitalization, medical, disability,
deferred compensation, and profit sharing and retirement plans.
4.3 Vacations. Employee shall be entitled to vacations of
not less than five (5) weeks per year, in accordance with the
Corporation's regular vacation policies established for senior
executives; provided, that Employee may accrue any unused vacation
time from year to year, and upon termination of employment will be
compensated for any unused vacation time. Any
specific vacation of more than five (5) weeks' duration shall be
approved in advance by the Board of Directors.
4.4 Other Perquisites. Employee shall be entitled to such
additional perquisites as may be customarily granted by the
Corporation to senior executives.
4.5 Death or Disability Payments. In the event of the
Employee's disability or death, Employee's salary in effect at the
time of his death or disability shall continue to be paid to the
Employee, or to his designee, for a period of twelve (12) calendar
months from the date of death or from the date of Employee's
termination by reason of disability. For the purposes of this
Employment Agreement, the obligations of the Employer to make the
payments upon the disability of Employee shall not become effective
unless and until all of the following conditions are met, as
determined by an independent physician selected by the Board of
Directors and agreed to by Employee: (1) Employee shall become
physically or mentally incapable (excluding infrequent and
temporary absences due to ordinary illnesses) of properly
performing the services required of him in accordance with his
obligations under paragraph 2 hereof or similar provisions of any
renewal agreement; (2) such incapacities shall exist or be
reasonably expected to exist for more than ninety (90) days in the
aggregate during the period of twelve (12) consecutive months; and
(3) either Employee or Employer shall have given the other thirty
(30) days' written notice of his or its intention to terminate the
active employment of Employee because of such disability. The
benefits payable hereunder shall be in addition to, and shall not
be offset against, any amounts paid to Employee or his spouse by
reason of insurance benefits pursuant to Paragraph 4.2 above.
4.6 Life Insurance. Employee shall be provided with a life
insurance policy in the amount of $100,000 (provided he can meet
the medical conditions for such coverage), payable to such
beneficiaries as he shall designate.
5. Disclosure of Information.
Employee acknowledges that in and as a result of his
employment hereunder, he will be making use of, acquiring, and/or
adding to confidential information of a special and unique nature
and value relating to such matters as Employer's trade secrets,
systems, procedures, manuals, confidential reports, and lists of
clients. As a material inducement to Employer to enter into this
Agreement and to pay to Employee the compensation stated in
Paragraph 3, as well as any additional benefits stated in Paragraph
4, Employee covenants and agrees that he shall not,
other than in the ordinary course of business, at any time during or
following the term of his employment, directly or indirectly divulge
or disclose for any purpose whatsoever or appropriate to his own use
or to the use of others any confidential information that has been
obtained by, or disclosed to him, as a result of his employment by
Employer.
6. Termination.
6.1 Termination By Either Party Without Cause. At any time
during the term hereof, this Employment Agreement may be terminated
"without cause" by either Employer or Employee upon written notice
to the other party.
(A) In the event of such termination "without cause" by
Employee, Employer shall have the option either (a) to accept
Employee's resignation, effective immediately on receipt of such
notice; or (b) to require Employee to continue to perform his
duties hereunder, for a period not to exceed six (6) months from
the date of receipt of such written notice. In either event, the
Employee's compensation and benefits hereunder shall continue only
until the effective date of termination, as defined in Paragraph
6.4 below.
(B) In the event of such termination "without cause" by
Employer, Employee shall receive severance pay equal to thirty-six
(36) months' salary, plus bonuses equal to those received by him
during the eighteen months prior to termination, and shall be
continued under all group benefit plans for a period of eighteen
(18) months from the effective date of termination, as defined in
Paragraph 6.4(A) below.
6.2 Termination by Employer for Cause. Notwithstanding any
other provision hereof, Employer may terminate Employee's
employment under this Agreement at any time for cause. The
termination shall be effected by written notice thereof to the
Employee, which shall specify the cause for termination. For
purposes hereof, the term "cause" shall mean the failure of
Employee for any reason, within thirty (30) days after receipt by
Employee of written notice thereof from Employer, to correct,
cease, or otherwise alter any action or omission to act that
constitutes a material and willful breach of this Agreement likely
to result in material damage to the Corporation, or willful gross
misconduct likely to result in material damage to the Corporation.
Upon such termination for cause by Employer, Employee shall
not receive any termination pay or benefits beyond the effective
date of termination, as defined in Paragraph 6.4(B) below.
6.3 Termination By Employee for Cause. Notwithstanding any
other provision hereof, Employee may resign his employment under
this Agreement at any time for cause. The termination may be by
written notice thereof to Employer, which shall specify the cause
for Employee's resignation. For purposes hereof, the term "cause"
shall mean the failure of Employer for any reason, within thirty
(30) days after receipt by Employer of written notice from
Employee, to correct, cease, or otherwise alter any material
adverse change in the conditions of Employee's employment caused by
(a) a change in ownership of the Corporation; or (b) any change in
Employee's position from Chief Executive Officer, Chairman of the
Board and/or President, or the duties assigned to him by the Board
of Directors, unless Employee consents to such change, on terms as
mutually agreed.
Upon such termination for cause by Employee, Employee shall be
continued on the payroll for twelve (12) months from the effective
date of termination (as defined in Paragraph 6.4(B) below) at his
then current salary without further responsibilities to the
Corporation. Employee shall also be continued under all group
benefit plans for a period of twelve (12) months from the effective
date of termination. Employee's stock options shall continue to
vest, and he shall have the continuing right to exercise such
options during the period of twelve (12) months from the effective
date of termination.
6.4 Effective Date of Termination.
(A) The effective date of termination, as used in
Paragraph 6.1 with respect to termination "without cause," shall be
the date on which Employee actually ceases to perform his duties
hereunder.
(B) The effective date of termination, as used in
Paragraphs 6.2 and 6.3 with respect to termination "for cause,"
shall be thirty (30) calendar days after the date on which Employee
receives or gives written notice of termination.
6.5 Limitation on Severance Compensation. Notwithstanding
any other provision of this Agreement, solely in the event of a
Termination Upon a Change In Control, the aggregate of the amount
of severance compensation paid to the Employee under this Agreement
or otherwise, but exclusive of any payments to the Employee by
virtue of the Employee's exercise of any right or payment of any
kind under any incentive or benefit plan upon a change in control,
shall not include any amount that the Employer is prohibited from
deducting for federal income tax purposes by virtue of Section 280G
of the Internal Revenue Code or any successor provision.
7. Other Business Activities.
During the period of his employment under this Agreement, the
Employee shall not be employed by or otherwise engage or be
interested in any business whether or not in competition with the
Corporation, or with any of its subsidiaries or affiliates, with
the following exceptions:
(A) Employee's investment in any business shall not be
considered a violation of this paragraph, provided that such
business is not in competition with the Corporation and the
Employee does not render management or other personal services to
such business;
(B) Employee may consult with other businesses not in
competition with the Corporation, provided that each such
consulting job shall be expressly considered and approved or
disapproved in advance by the audit committee of the Board of
Directors.
8. Indemnification.
So long as Employee is not found by a court of law to be
guilty of a willful and material breach of this Agreement, or to be
guilty of willful gross misconduct, he shall be indemnified from
and against any and all losses, liability, claims and expenses,
damages, or causes of action, proceedings or investigations, or
threats thereof (including reasonable attorney fees and expenses of
counsel satisfactory to and approved by Employee) incurred by
Employee, arising out of, in connection with, or based upon
Employee's services and the performance of his duties pursuant to
this Employment Agreement, or any other matter contemplated by this
Employment Agreement, whether or not resulting in any such
liability; and Employee shall be reimbursed by Employer as and when
incurred for any reasonable legal or other expenses incurred by
Employee in connection with investigating or defending against any
such loss, claim, damage, liability, action, proceeding,
investigation or threat thereof, or producing evidence, producing
documents or taking any other action in respect thereto (whether or
not Employee is a defendant in or target of such action, proceeding
or investigation).
9. Burden and Benefit.
This Agreement shall be binding upon, and shall inure to the
benefit of, Employer and Employee, and their respective heirs,
personal and legal representatives, successors, and assigns and
shall be expressly binding upon and inure to the benefit of any
person or entity assuring the Corporation, by merger,
consolidation, purchase of assets or stock, or otherwise; provided,
however, that the interests of the Employee hereunder are not
subject to the claims of his creditors, and may not be voluntarily
or involuntarily assigned, alienated or encumbered.
10. Governing Law.
It is understood and agreed that the construction and
interpretation of this Agreement shall at all times and in all
respects be governed by the laws of the State of Maine, where it is
made and to be performed.
11. Severability.
The provisions of this Agreement, including particularly but
not solely, the provisions of Paragraphs 5 and 6, shall be deemed
severable, and the invalidity or unenforceability of any one or
more of the provisions of this Agreement shall not affect the
validity and enforceability of the other provisions.
12. Notice.
Any notice required to be given shall be sufficient if it is
in writing and sent by certified or registered mail, return receipt
requested, first-class postage prepaid, to his residence in the
case of Employee, and to its principal office in the case of
Employer.
13. Entire Agreement.
This Agreement contains the entire agreement and understanding
by and between Employer and Employee with respect to the employment
of Employee, and no representations, promises, agreements, or
understandings, written or oral, not contained herein shall be of
any force or effect. No change or modification of this Agreement
shall be valid or binding unless it is in writing and signed by the
party intended to be bound. No waiver of any provision of this
Agreement shall be valid unless it is in writing and signed by the
party against whom the waiver is sought to be enforced. No valid
waiver of any provision of this Agreement at any time shall be
deemed a waiver of any other provision of this Agreement at such
time or at any other time.
14. Counterparts.
The Agreement may be executed in two or more counterparts, any
one of which shall be deemed the original without reference to the
others.
IN WITNESS WHEREOF, Employer and Employee have duly executed
this Agreement as of the day and year first above written.
EMPLOYER:
ATTEST: ACADIA NATIONAL HEALTH SYSTEMS, INC.,
A Colorado Corporation
By:
Treasurer Xxxxxx X. Xxxxxxx
President
EMPLOYEE:
Xxxxxxxxx X. Xxxxx
