Exhibit 10-o Extended employment agreement, as of September 30, 1997 between
the Company and Xxxxx Xxxx
SENIOR EXECUTIVE EMPOYMENT AGREEMENT EXTENSION
This Employment Agreement Extension made and entered as of September 30,
1997, by and between Ultradata Systems, Inc., a Delaware corporation
(hereinafter the "Corporation"), and Xxxxx Xxxx (hereinafter the "Employee").
WITNESSETH:
WHEREAS, the Corporation and Employee are parties to a certain Employment
Agreement dated as of September 1, 1994; and
WHEREAS, pursuant to paragraph 2 thereof, the Term of said Employment
Agreement is subject to any written extensions(s).
NOW THEREFORE, in consideration of the covenants and agreements herein
contained, the Corporation and Employee hereby mutually agree as follows:
1. September 1, 1994 Employment Agreement. The Corporation and
Employee agree to the terms and conditions of the September 1, 1994,
Employment Agreement and hereby incorporate by reference said
Agreement attached hereto.
2. Term. The Corporation and Employee agree to extend the Employment
Agreement to commence October 1, 1997, and run for a period of
three (3) years, subject to any extension(s) thereof agreed to in
writing by the parties, and shall terminate October 1, 2000, or
an earlier date as provided in said Employment Agreement.
IN WITNESS WHEREOF, Employee and the Corporation have executed this
Employment Agreement Extension as of the day and year above written.
Employee
______________________________________ Senior Executive Xxxxx Xxxx
Employer ULTRADATA SYSTEMS, INC.
_______________________________________ By Xxxxx Xxxx, President
Exhibit 10-p Extended employment agreement, as of September 30, 1997
between the Company and Xxxx X. Xxxxxxxx
SENIOR EXECUTIVE EMPOYMENT AGREEMENT EXTENSION
This Employment Agreement Extension made and entered as of September 30,
1997, by and between Ultradata Systems, Inc., a Delaware corporation
(hereinafter the "Corporation"), and Xxxx X. Xxxxxxxx (hereinafter the
"Employee").
WITNESSETH:
WHEREAS, the Corporation and Employee are parties to a certain Employment
Agreement dated as of September 1, 1994; and
WHEREAS, pursuant to paragraph 2 thereof, the Term of said Employment
Agreement is subject to any written extensions(s).
NOW THEREFORE, in consideration of the covenants and agreements herein
contained, the Corporation and Employee hereby mutually agree as follows:
1. September 1, 1994 Employment Agreement. The Corporation and
Employee agree to the terms and conditions of the September 1, 1994,
Employment Agreement and hereby incorporate by reference said
Agreement attached hereto.
2. Term. The Corporation and Employee agree to extend the Employment
Agreement to commence October 1, 1997, and run for a period of
three (3) years, subject to any extension(s) thereof agreed to in
writing by the parties, and shall terminate October 1, 2000, or an
earlier date as provided in said Employment Agreement.
IN WITNESS WHEREOF, Employee and the Corporation have executed this
Employment Agreement Extension as of the day and year above written.
Employee
______________________________________ Senior Executive Xxxx X. Xxxxxxxx
Employer ULTRADATA SYSTEMS, INC.
_______________________________________ By Xxxxx Xxxx, President
Exhibit 10-q Extended employment agreement, as of September 30, 1997 between
the Company and Xxxxxx Xxxxxx
SENIOR EXECUTIVE EMPOYMENT AGREEMENT EXTENSION
This Employment Agreement Extension made and entered as of September 30,
1997, by and between Ultradata Systems, Inc., a Delaware corporation
(hereinafter the "Corporation"), and Xxxxxx Xxxxxx (hereinafter the
"Employee").
WITNESSETH:
WHEREAS, the Corporation and Employee are parties to a certain Employment
Agreement dated as of September 1, 1994; and
WHEREAS, pursuant to paragraph 2 thereof, the Term of said Employment
Agreement is subject to any written extensions(s).
NOW THEREFORE, in consideration of the covenants and agreements herein
contained, the Corporation and Employee hereby mutually agree as follows:
1. September 1, 1994 Employment Agreement. The Corporation and
Employee agree to the terms and conditions of the September 1, 1994,
Employment Agreement and hereby incorporate by reference said Agreement
attached hereto.
2. Term. The Corporation and Employee agree to extend the Employment
Agreement to commence October 1, 1997, and run for a period of three (3)
years, subject to any extension(s) thereof agreed to in writing by the
parties, and shall terminate October 1, 2000, or an earlier date as
provided in said Employment Agreement.
IN WITNESS WHEREOF, Employee and the Corporation have executed this
Employment Agreement Extension as of the day and year above written.
Employee
______________________________________ Senior Executive Xxxxxx Xxxxxx
Employer ULTRADATA SYSTEMS, INC.
_______________________________________ By Xxxxx Xxxx, President
Exhibit 10-r Employment agreement, as of October 13, 1997 between the
Company and Xxxxx Xxxxxxxxx
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and is effective as of
this 13th day of October, 1997, between ULTRADATA SYSTEMS, INCORPORATED, a
Delaware corporation (the "Company"), and XXXXX XXXXXXXXX, an individual
residing in St. Louis County, Missouri (the "Employee").
RECITALS
Company is engaged in the development, marketing and commercialization of
hand-held informational devices, and Company is engaged in the research,
development, experimentation, distribution and production of various
electronic devices, including personal interactive communication devices.
Company desires to employ Employee as its Senior Vice President and Chief
Operating Officer, and Employee desires to be so employed by Company, upon
all of the terms and conditions set forth herein.
AGREEMENT
In consideration of the foregoing, the mutual covenants herein contained and
other good and valuable consideration (the receipt, adequacy and sufficiency
of which are hereby acknowledged by the parties by their execution hereof),
the Company and the Employee agree as follows:
Employment. Company shall employ Employee as its Senior Vice President and
Chief Operating Officer, or any such other position, and Employee agrees to
be employed as such during the term of this Agreement, upon the terms and
conditions hereinafter set forth.
Duties. During the term of this Agreement, Employee shall devote his time
and best efforts in carrying out his duties as Senior Vice President and
Chief Operating Officer of Company, which duties include: (i) special
projects and ventures, coordination of product introduction and
commercialization and management of business affairs; (ii) such other duties
as are appropriate for an employee holding the position of Senior Vice
President and Chief Operating Officer in Company's business; and (iii) such
other duties as may reasonably be assigned to Employee by Company. Employee
covenants and agrees to diligently and faithfully serve company in the capacity
set forth above and to devote as much of his professional energies, attention,
time, care and best efforts as is necessary to the performance of services and
the fulfillment of duties normally associated with the above capacities.
Term of Employment.
Initial Term. The term of this Agreement shall be for four (4) years,
commencing on the date set forth above (the "Initial Term").
Option. Company may extend this Agreement for an additional one (1) year
term on the same terms and conditions contained herein or as modified, upon
written notice to Employee no later than one hundred eighty (180) days prior
to the end of each anniversary date of this Agreement.
Place of Performance. In connection with Employee's employment under this
Agreement, Employee shall be based at the Company's principal executive
offices, except for required travel on Company business. Company shall
furnish Employee with office space, secretarial assistance and such other
facilities and services as are suitable to Employee's position in Company's
business and as are adequate for the performance of his duties hereunder.
Compensation. As full consideration for all services that Employee renders
to Company, Company shall compensate Employee as follows:
Annual Salary. Company shall pay Employee an initial annual base salary of
One Hundred Twenty Thousand Dollars ($120,000) (the "Salary"), payable in
equal monthly installments or in such other intervals as may be agreed upon
by Company and Employee. Company may increase Employee's Salary from time
to time in accordance with Company's normal business practices.
Bonus. Company may pay Employee a bonus for each year in an amount to be
determined by Company (the "Bonus"). The Bonus, if any, shall be paid to
Employee at such time as bonuses are paid to all employees. Employee shall
be given consideration for bonuses based on performance of acquisition
company and for product acquisition in which Employee has been involved
with such acquisition. Employee shall receive a bonus for growth of an
acquisition company or product in the event that sales and earnings increase
by 15 percent (15%) in any one year or a cumulative rate of 15 percent (15%)
over four years. The bonus shall be 10,000 shares for a small company
acquisition defined as 25 percent (25%) of the Comapny's sales at the end of
the preceding fiscal year, 17,500 shares for a medium company acquistion
defined as 33 percent (33%) of the Company's sales at the end of the
preceeding year and 25,000 shares for a large company acquistion, defined as
50 percent (50%) of the company's sales at the end of the preceding fiscal
year. The required 15 percent (15%) growth for eligibility of such bonus will
be net of any loss of such acquisition, calculated pusuant to generally
accepted accounting principles.
Stock Options. Company may grant Employee stock options each year, pursuant
to the Company's Incentive Stock Option Plan, in an amount to be determined
by Company, and at a price in accordance with said Plan.
Stock Option Bonus. In the event that Company's net sales, without regard
to any contribution or loss of an acquisition company, exceed Twenty-Five
Million Dollars ($25,000,000) for each fiscal year that this Agreement is in
effect (the "Sales Goal") and Company's earnings per share exceed One Dollar
($1.00) per share for each fiscal year that this Agreement is in effect
(the "EPS Goal"), Company shall grant Employee Twenty- Five Thousand
(25,000) stock options, pursuant to the Company's Incentive Stock Option Plan,
at anytime mutually agreed to by Company and Employee.
Other Benefits. During the term of this Agreement, Employee is entitled to:
participate in any and all incentive bonus plans of Company, if any, now or
hereafter in effect;
participate in any and all employee welfare plans, employee benefit plans,
stock purchase plans and similar plans of Company, if any, now or hereafter
in effect and open to participation by qualifying employees of Company
generally, including accidental death insurance, group life insurance,
group disability insurance, medical and health plans, sick pay, dental
plans, retirement plans, savings plans, cafeteria plans, supplemental
retirement plans, employee stock purchase plans and employee stock ownership
plans; and enjoy cetain personal benefits provided by the Company including:
(a) reimbursement in full of all business, travel and entertainment
expenses reasonably incurred by Employee in performing his
duties hereunder;
(b) paid vacation during each calendar year at a time or times
reasonably selected by Employee for periods of time
consistent with Employee's position; and
(c) those holidays designated by Company during which Company's
normal business operations are closed.
Termination. Company may terminate Employee's employment under this
Agreement as follows:
Cause. Company may terminate Employee's employment for Cause (as defined in
Paragraph 6(a) of this Agreement). For purposes of this Agreement, Cause
means:
(i) any willful misconduct by Employee amounting to fraud or
dishonesty or which is materially injurious to Company
(monetarily or otherwise);
(ii) a violation of any material provision of this Agreement by
Employee; or
(iii)any willful failure (other than a failure resulting from
Disability (as defined herein) or death) by Employee to
substantially perform any reasonable directions of Company's
board of directors (the "Board") within 60 days (or such
longer period if more than 60 days are required to
substantially perform such directions with reasonable
diligence and Employee has commenced performance within such
60 days) after written demand for substantial compliance by
the Board, which written demand is to specifically identify the
manner in which the Board that the Employee has not
substantially performed. Notwithstanding the foregoing, Company
may not terminate the Employee's employment under this
Agreement for Cause unles and until: a) Employee is given
reasonable notice setting forth the reasons the Company
intends to terminate Employee's employment; (b) Employee is
provided an opportunity to be heard before the Board; and (c)
after such hearing or opportunity to be heard, Company
delivers to Employee written notice of final termination of
employment for Cause setting forth the specific reasons
therefor and the effective date fo such termination. In
addition, termination for Cause requires the affirmative
votes of at least a majority of the entire Board.
Disability. Company may terminate Employee's employment under this Agreement
for Disability (as defined in this Paragraph 6(b) of this Agreement), if
such Disability continues for a period of three (3) months, upon providing
Employee with thirty (30) days' written notice setting forth the prospective
effective date of such termination. For purposes of this Agreement,
Disability and Disabled means the inability of Employee to perform his
duties under the Agreement due to illness or injury as determined by under the
agreement due to illness or injury as determined by a physician selected by the
Company. Termination for disability requires the affirmative of at least a
majority of the entire Board (excluding Employee, if Employee is a Director).
Death. Employee's employment under this Agreement shall terminate upon
Employee's death.
Payments to Employee Upon Termination. In the event that Company terminates
Employee's employment under this Agreement, Employee shall be entitled to
receive the following amounts:
Cause. In the event that Employee is terminated for Cause, Employee shall
be entitled to receive only those amounts due and owing to him under this
Agreement up to and including the effective date of termination his for
Cause.
Not for Cause. In the event that Employee is terminated for any reason
other than Cause, Employee shall be entitled to the following amounts,
subject to adjustment as described in Paragraph 7(c) of this Agreement:
Employee shall be entitled to his Salary for the six (6) month period
following the effective date of his termination;
Employee shall be entitled to fifty percent (50%) of his Salary for the
period of time commencing six (6) months following the effective date of his
termination and ending one (1) year following the effective date of his
termination;
Employee shall be entitled to thirty-three percent (33%) of his Salary for
the period of time commencing one (1) year following the effective date of
his termination and ending eighteen (18) months following the effective
date of his termination;
Employee shall be entitled to COBRA insurance for the one (1) year period
following the effective date of his termination;
Employee shall be eligible to receive his Bonus, if any, in the fiscal year
of his termination and the next following fiscal year; provided, however,
that such amounts are payable to Employee only in the event that Company's
sales and earning for the twelve (12) months prior to the effective date of
Employee's termination are greater than Company's sales and earnings for
the same twelve (12) month period for the previous year. In the event that
the Company's sales and earnings for the twelve (12) months prior to the
effective date of termination are less than Company's sales and earnings for
the same twelve month period for the previous year, Employee shall be solely
entitled to (i) his salarly for the six (6) month period following the
effective date of his termination; and (ii) COBRA insurance for the six (6)
month period following the effective date of his termination.
Adjustment to Amounts Payable for Not for Cause Termination. Notwithstanding
anything to the contrary contained in Paragraph 7(b) of this Agreement, the
amounts that Employee shall be entitled to pursuant to Paragraph 7(b) shall
be subject to the following exceptions and conditions:
in the event that Company's sales and earnings for twelve months prior to the
effective date of Employee's termination (the "YTD") are ten percent (10%)
to twenty five percent (25%) lower than Company's sales and earnings for the
twelve months prior to the YTD, Employee shall be entitled to: (a) his
Salary for the six (6) month period following the effective date of his
termination; (b) fifty percent (50%) of his Salary for the period of time
commencing six (6) months following the effective date of his termination; and
(c) COBRA insurance for the one (1) year period following the effective date
of his termination;
in the event that Company's sales and earnings for the YTD are twenty five
percent (25%) to thirty three percent (33%) lower than Company's sales and
earnings for the twelve months prior to the YTD, Employee shall be entitled
to: (a) his Salary for the six (6) month period following the effective date
of his termination; (b) fifty percent (50%) of his Salary for the period of
time commencing six (6) months following the effective date of his
termination and ending nine (9) months following the effective termination; and
(c) COBRA insurance for the nine (9) month period following the effective
date of his termination;
in the event that Company's sales and earnings for the YTD are more than
thirty three percent (33%) lower than Company's sales and earnings for the
twelve months prior to the YTD, Employee shall be entitled to (a) his Salary
for the six (6) month period following the effective date of his termination
and (b) COBRA insurance for the six (6) month period following the effective
date of his termination.
Disability. In the event of Employee's Disability, Company shall continue to
make any and all payments due to him under this Agreement for a period of
three (3) months.
Death. In the event of Employee's death during the term of this Agreement,
Company shall pay to Employee's estate, no later than thirty (30) days
following the date of Employee's death, any amounts payable to Employee
under this Agreement. Such payments are in addition to payments received
from, and does not preclude Employee from participating in, Company's
accidental death, life insurance and similar plans, if any.
Resignation. Employee may resign from employment under this agreement at any
time (a "Voluntary Resignation"). In the event of a Voluntary Resignation,
Employee shall not be entitled to any additional amounts under this
Agreement. In the event that the employment relation changes between
Company and Employee whereby Employee does not report directly to the Chief
Operating Officer of the Company, the option to terminate this Agreement
shall be in accordance with Section 7 of this Agreement.
Breach by Company. In the event Company breaches any material provision of
this Agreement and such breach is not cured within ten (10) days after
delivery of written notice thereof to Company by Employee, identifying the
breach with reasonable particularity, Employee may at his sole option, in
addition to any other remedy available to him, cease to perform his duties
hereunder and terminate this Agreement and his employment with Company. In
such event, any and all amounts payable to Employee hereunder become
immediately due and Employee is not required to mitigate his damages.
Change in Control. In the event of a Change in Control (as defined in
Paragraph 10 of this Agreement), Employee shall be entitled to receive, at
his option, $100,000 or 10,000 shares of the Company's common stock.
For purposes of this Agreement, a Change in Control is deemed to have
occurred if: (i) any individual, corporation (other than Company),
partnership, trust, association, pool, syndicate or any other entity, or any
group of the foregoing acting in concert, becomes the beneficial owner (as
that concept is defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934) of securities of Company possessing at least 25% of the voting
power for the election of directors of Company as a result of any one or more
securities transactions, including gifts and stock redemptions, but excluding
transactions described in the cluse (ii) immediately following; (ii) the is
consummated any consolidation, merger or stock for stock exchange involving
Company or securities of Company in which the holders fo voting securities
of Company immediately prior to such consummation own, as a group, immediately
after such consummation voting securities of Company (or, ifCompany does not
survive such transaction, such voting securities of teh company surviving such
transaction) having less than 50% of the total voting power in an election of
directors of the Company (or such other surviving corporation), excluding
securities held by any memebers of such group which represent
disproportionate percentage increases in their sharehldings vis-a-vis other
members of such group; or (iii) there is consummated any sale, lease, exchange
or other transfer or disposition (in one transaction of a series of related
transactions), but excluding any transaction in the immediately preceding
clause (ii), of all or substantially all fo the assets fo Company to a party
which is not an Affiliate (as defined in Paragraph 10 of this Agreement) of
Company. For purposes of this Agreement, Affiliate means; (i) any person
which, diredctly or indirectly, is in control of, is controlled by or is
under common control with the party for whom an affiliate is being determined;
(ii) any person who is a director or officer of any person describe in
clause (i) above or of the party for whom an affiliate is being determined; or
(iii) any partner (general or limited), trustee, beneficiary, spouse, child,
including an adult child or sibling of any person described in clause (i)
above or of the party for whom an affiliate is being determined. For purposes
hereof, control of a person means the power, direct or indirect, to: (a) vote
25%or more of the securities having ordinary voting power for the election of
directors (or comparable positions) of such person; or (b) direct or cause the
direction of the management and policies fo such person, whether by contact or
otherwise and either alone or in conjunction with others.
Noncompete. In the event that Employee is terminated for Cause or Employee
terminates his own employment hereunder, during the period beginning on the
date of such termination of Employee's employment and continuing for three
(3) years after such date, Employee may not, without the prior written
approval of the Board (which approval may be granted or withheld in the
Board's sole discretion), either individually or with or through an
Affiliate of Employee, compete directly or indirectly with Company. Because
of the Salary and other potential compensation to be paid to Employee under
this Agreement, Employee agrees that the provisions of this Paragraph 11 are
reasonable.
Confidential Information. Employee shall use his best efforts and exercise
utmost diligence to protect and guard the confidential information of the
Company (the "Confidential Information"). Neither during his employment by
the Company nor thereafter shall Employee directly or indirectly, use for
himself or another, any Confidential Information (whether or not acquired,
learned, obtained, or developed by Employee alone or in conjunction with
others) of the Company, except as such disclosure or use may be required in
connection with his employment under this Agreement or may be consented to
in writing by the Company. Employee shall deliver promptly to the Company
at the termination of his employment, or at any other time the Company may
request, without retaining any copies, notes or excerpts thereof, manuals,
memoranda, diaries, plans, specifications, or other documents relating,
directly or indirectly, to any proprietary information concerning research,
development, inventions, prototypes, or any Confidential Information made or
compiled by or delivered or made avialable to, or otherwise obtained by
Employee. The provisions of this Paragraph 12 shall continue in full force
and effect after termination of Employee's employment, whether such
termination is in accordance with this Agreement or for any reason
whatsoever, with or without Cause or voluntary or involuntary.
Corporate Opportunity. Employee acknowledges that any opportunity in any way
related to the business of is an opportunity of Company. Employee agrees that
he will: (i) bring to the attention of the Board any Corporate Opportunity
of which he becomes aware during the term of this Agreement; and (ii) not
disclose to any third person such Corporate Opportunity, unless and until
the Board declines such Corporate Opportunity, in which case Employee may
disclose such Corporate Opportunity to a third party or avail himself
(or any of his Affiliates) of such Corporate Opportunity.
Dissemination of Information. During the term of his employment with Company
and for a period of five years thereafter, Employee will not disclose or
otherwise provide information or documents (other than in the ordinary
course of employment with Company) to any person regarding Company: (i)
without the prior written consent of Company (which consent may be granted
or withheld by Company in Company's sole discretion); (ii) except to
regulatory officials having jurisdiction over Employee; or (iii) except as
required by law or legal process or in connection with any legal proceeding
to which Employee is a party or is otherwise subject. In any event,
Employee will immediately notify the Board of any and all requests or
demands for such information or documents. This Paragraph 14 applies to all
information and documents regarding Company, whether or not the same is
confidential.
Inventions. Any and all inventions and discoveries, whether or not capable
of being patented, copyrighted, or trademarked, which Employee may conceive
or make, either alone or in conjunction with others, during the period of
his employment by the Company relating or in any way appertaining to or
connected with any of the matters which have been or may become the
Company's business, or in which the Company has been or may become
interested, shall be the sole and exclusive property of the Company.
Employee shall, whenever requested so to do by the Company and with
compensation or consideration agreed to by the Company, promptly assign all
of his right, title, and interest in and to such inventions and discoveries
and shall execute, acknowledge, and deliver to the Company any and all
applications, assignments, and other instruments which the Company shall
deem necessary in order to apply for and obtain letters patent and/or
trademarks of the United States and of foreign countries for said inventions an
and discoveries, and in order to assign and convey to the Company or the
Company's nominee, the sale and exclusive right, title, and interest in and
to said inventions, discoveries, or any applications or patents or
trademarks thereon.
Amendment and Modification. No amendment, modification, supplement,
termination, consent or waiver of any provision of this Agreement, nor
consent to any departure therefrom, will in any event be effective unless
the same is in writing and is signed by the party against whom enforcement
of the same is sought. Any waiver of any provision of this Agreement and
any consent to any departure from the terms of any provision of this
Agreement is to be effective only in the specific instance and for the
specific purpose of which is given.
Approvals and Consents. If any provision hereof requires the approval or
consent of any party to any act or omission, such approval or consent is not
to be unreasonably withheld or delayed except as set forth herein.
Assignments. No party may assign or transfer any of its rights or
obligations under this Agreement to any other person without the prior
written consent of the other party.
Captions. Captions contained in this Agreement have been inserted herein
only as a matter of convenience and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provision hereof.
Counterparts. This Agreement may be executed by the parties on any number of
separate counterparts, and all such counterparts so executed constitute one
agreement binding on all the parties notwithstanding that all the parties
are not signatories to the same counterpart.
Entire Agreement. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter hereof and supersedes all prior
agreements, letters of intent, understandings, negotiations and discussions
of the parties, whether oral or written.
Failure or Delay. No failure on the part of any party to exercise, and no
delay in exercising, any right, power or privilege hereunder operates as a
waiver thereof; nor does any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof, or
the exercise of any other right, power or privilege. No notice to or demand
on any party in any case entitles such party to any other or further notice
or demand in similar or other circumstances.
Governing Law. This Agreement and the rights and obligations of the parties
hereunder are to be governed by and construed and interpreted in accordance
with the laws of the State of Missouri applicable to contracts made and to
be performed wholly within Missouri, without regard to choice or conflict of
laws rules.
No Joint Venture or Partnership. The parties agree that nothing contained
herein is to be construed as making the parties joint venturers or partners.
Notices. All notices, consents, requests, demands and other communications
hereunder are to be in writing, and are deemed to have been duly given or
made: (i) when delivered in person; (ii) three days after deposited in the
United States mail, first class postage prepaid; (iii) in the case of
telegraph or overnight courier services, one business day after delivery to
the telegraph company or overnight courier service with payment provided
for; or (iv) in the case of telex or telecopy or fax, when sent,
verification received; in each case addressed as follows:
if to Company:
Xxxxx Xxxx, President
Ultradata Systems, Incorporated
0000 Xxxxxxx Xxxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Fax #: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxx, Esq.
Xxxxx, Rice & Xxxxxxxx, X.X.
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Fax #: (000) 000-0000
if to Employee:
Xxxxx Xxxxxxxxx
000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Fax #: (000) 000-0000
or to such other address as any party may designate by notice to the other
party in accordance with the terms of this Section.
Remedies Cumulative. Each and every right granted hereunder and the remedies
provided for under this Agreement are cumulative and are not exclusive of
any remedies or rights that may be available to any party at law, in equity
or otherwise.
Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction is, as to such
jurisdiction, ineffective to the extent of any such prohibition,
unenforceability or nonauthorization without invalidating the remaining
provisions hereof, or affecting the validity, enforceability or legality of
such provision in any other jurisdiction, unless the ineffectiveness of such
provision would result in such a material change as to cause completion of
the transaction contemplated hereby to be unreasonable.
Specific Performance and Injunctive Relief. Each party recognizes that, if
it fails to perform, observe or discharge any of its obligations under this
Agreement, no remedy at law will provide adequate relief to the other
parties. Therefore, each party is hereby authorized to demand specific
performance of this Agreement, and is entitled to temporary and permanent
injunctive relief, in a court of competent jurisdiction at any time when any
other party fails to comply with any of the provisions of this Agreement, and
is entitled to temporary and permanent injunctive relief, in a court of
competent jurisdiction at any time when the other party fails to comply with
any of the provisions of this Agreement applicable to it. To the extent
permitted by applicable law, each party hereby irrevocably waives any
defense that it might have based on the adequacy of a remedy at law which
might be asserted as a bar to such remedy of specific performance or
injunctive relief.
Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS
OF THE STATE OF MISSOURI OR ANY COURT OF THE UNITED STATES OF AMERICA FOR
THE EASTERN DISTRICT OF MISSOURI AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS.
THE PARTIES IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH ANY
OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR
PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. EACH PARTY IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF SUCH COURTS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO EACH OF THE OTHER PARTIES AT ITS ADDRESS PROVIDED
HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
Waiver of Jury Trial. If for any reason any legal action or proceeding
is commenced with respect to this Agreement or with respect to any
relationship between the parties hereto, each party waives the right to a
trial by jury.
Successors and Assigns. All provisions of this Agreement are binding upon,
inure to the benefit of and are enforceable by or against the parties and
their respective heirs, executors, administrators or other legal
representatives and permitted successors and assigns.
Third-Party Beneficiary. This Agreement is solely for the benefit of the
parties and their respective successors and permitted assigns, and no other
person has any right, benefit, priority or interest under or because of the
existence of this Agreement.
Signatory Warranty. Each party executing this Agreement warrants that he is
authorized to do so on behalf of the party for whom he signs this Agreement.
Indemnification. Employee will not be liable for services rendered on behalf
of the company in good faith, except for willful, fraudulent acts, or a
breach of the confidentiality provisions contained herein.
ULTRADATA SYSTEMS, INCORPORATED
By:
Xxxxx Xxxx, President
Xxxxx Xxxxxxxxx
