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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of October 15, 1999
(the "Effective Date"), is between STARNET FINANCIAL, INC., a Delaware
corporation (the "Company"), and XXXXXXX X. XXXXXXX ("Xxxxxxx"). The Company and
Urbanus are collectively referred to in this Agreement as the "Parties."
Background
The Company wishes to employ Urbanus as its President and Chief Operating
Officer, and the Parties desire to provide for the employment of Urbanus as of
the Effective Date in accordance with the terms of this Agreement.
Terms of Agreement
The Parties agree as follows:
1. EMPLOYMENT. The Company employs Urbanus to devote his personal services to
the business and affairs of the Company, and Urbanus accepts such employment, on
the terms and conditions stated in this Agreement.
1.1. Duties. Urbanus' title and position shall be President and Chief
Operating Officer of the Company. Urbanus' duties will be those customarily
performed by persons acting in that capacity and those that may be designated
by the Board of Directors and the Chief Executive Officer of the Company
consistent with the title and position of President and Chief Operating
Officer of the Company. Urbanus shall report directly to the Company's Chief
Executive Officer. Urbanus shall also serve, upon request and without
additional compensation, as an officer or a director, or both, of any
subsidiary, division, or affiliate of the Company or any other entity in
which the Company holds an equity interest or which it sponsors.
1.2. Full-Time Employee. Urbanus shall devote his full time (except for
reasonable vacation time and absence for any disability), attention, and best
efforts to the performance of his duties described in Article 1.1.
2. TERM. The term of Urbanus' employment under this Agreement (the "Term") shall
commence on the Effective Date and shall continue until terminated pursuant to
Article 5.
3. COMPENSATION. As compensation for the services rendered by Urbanus under this
Agreement, the Company shall, during the Term, pay or provide Urbanus the
following:
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3.1. Base Salary. The Company shall pay Urbanus during the Term a base salary
equal to Two Hundred Forty Thousand Dollars ($240,000.00) per fiscal year of
the Company ("Base Salary"). Base Salary shall be paid in equal installments
every two weeks, in arrears, at the Company's regular and routine payroll
dates, or at such intervals as may otherwise be agreed upon by the Parties,
and in accordance with any other payroll procedures of the Company. Base
Salary shall be prorated in any fiscal year during which Urbanus is employed
under this Agreement for less than the entire fiscal year, in accordance with
the number of days in that fiscal year during which Urbanus is so employed.
Base Salary shall also be prorated (on a daily basis) for any partial payroll
period of employment under this Agreement.
3.2. Option. Urbanus shall be eligible to participate in any stock option,
performance share, phantom stock, or similar long-term stock-based incentive
plan adopted by the Company for its employees in effect during the Term,
including the Option Plan. The extent to which Urbanus shall participate in
any such plan will be determined by the Company's Board of Directors (the
"Board") or the Compensation Committee of the Board.
3.3. Savings and Retirement Plans. Urbanus shall be eligible to participate
in any bonus, savings, deferred compensation, retirement or pension, or death
benefit plan adopted by the Company for its employees generally in effect
during the Term.
3.4. Welfare Benefit Plans. Urbanus shall be eligible to participate in any
life insurance, medical, dental, and hospitalization insurance, disability
insurance benefit, or other similar employee welfare benefit plan or program
adopted by the Company covering its employees generally in effect during the
Term.
3.5. Paid Time Off. Urbanus shall be entitled to fifteen (15) days of paid
vacation or time off ("PTO") per fiscal year of the Company, in accordance
with the Company's PTO policies, practices, and procedures in effect during
the Term. Such PTO shall, however, be prorated in any fiscal year during
which Urbanus is employed under this Agreement for less than the entire
fiscal year, in accordance with the number of days in that fiscal year during
which Urbanus is so employed.
3.6. Transportation Allowance. During the Term, the Company shall pay Urbanus
a transportation allowance equal to One Thousand Dollars ($1,000) per month
("Transportation Allowance"). The Transportation Allowance shall be payable
in equal installments together with the payments of Base Salary.
3.7. Tax Withholding. The Company may deduct from any compensation or other
amount payable to Urbanus under this Agreement (including under Article 5)
social
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security (FICA) taxes and all federal, state, municipal, and other taxes or
governmental charges as may, in the Company's judgment, be required.
3.8. Participation in Compensation and Benefit Plans. Urbanus' participation
during the Term in any or all of the plans or programs adopted by the Company
described in Articles 3.2 through 3.4 ("Compensation and Benefit Plans") will
be subject to the terms and conditions of those Compensation and Benefit
Plans as they now exist or may hereafter be adopted, amended, restated, or
discontinued by the Company, including the satisfaction of all applicable
eligibility requirements and vesting provisions of those Compensation and
Benefit Plans. The Company shall have no obligation under this Agreement to
continue any or all of the Compensation and Benefit Plans that now exist or
are hereafter adopted. To the extent that Urbanus is eligible to participate
in any Compensation and Benefit Plan existing on the date of this Agreement
for which a plan description or plan materials are available, the Company has
provided to Urbanus, and Urbanus hereby acknowledges receipt of, a copy of
the correct and complete written plan description or plan materials
distributed to participants or prospective participants.
4. EXPENSE REIMBURSEMENT. During the Term, Urbanus may incur, and shall be
reimbursed by the Company for, reasonable, ordinary and necessary, and
documented business expenses to the extent that Urbanus complies with, and
reimbursement is permitted by, the Company's policies, practices, and
procedures.
5. EMPLOYMENT TERMINATION. Either Party may terminate Urbanus' employment under
this Agreement by giving written notice of termination to the other Party. If
the Company is terminating, it shall include in that notice a statement whether
the termination is because of Disability or for Cause or without Cause. The
Parties' respective rights and obligations upon the termination of Urbanus'
employment under this Agreement are as follows:
5.1. Termination Generally. Upon any termination of Urbanus' employment under
this Agreement, the Company shall pay or provide Urbanus the following:
5.1.a. Any amount of Base Salary and Transportation Allowance earned by,
but not yet paid to, Urbanus through the effective date of termination
of employment, as further described below (the "Termination Date");
5.1.b. All benefits that have been earned by or vested in, and are
payable to, Urbanus under, and subject to the terms (including all
eligibility requirements) of, the Compensation and Benefit Plans in
which Urbanus participated through the Termination Date;
5.1.c. All reimbursable expenses due, but not yet paid, to Urbanus as of
the Termination Date under Article 4; and
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5.1.d. An amount equal to all accrued and unused PTO, calculated in
accordance with the Company's PTO policies, practices, and procedures
(including authorized deductions and the deductions required by law),
through the Termination Date.
The amount of Base Salary and Transportation Allowance due under Section
5.1.a shall be paid no later than thirty (30) business days after the
Termination Date; the amounts or benefits due under Section 5.1.b shall be
paid or provided in accordance with the terms of the Compensation and Benefit
Plans under which such amounts or benefits are due to Urbanus; and the
amounts due under Sections 5.1.c and 5.1.d shall be paid in accordance with
the terms of the Company's policies, practices, and procedures regarding
reimbursable expenses and PTO, respectively. Except as expressly provided
below in this Article 5, upon paying or providing Urbanus the preceding
amounts or benefits, the Company shall have no further obligation or
liability under this Agreement for base salary or any other cash compensation
or for any benefits under any of the Compensation and Benefit Plans. Upon
termination of Urbanus' employment, Urbanus shall be deemed to have resigned
from any position as an officer or director, or both, of any subsidiary,
division, or affiliate of the Company or any other entity in which the
Company holds an equity interest or which it sponsors that Urbanus then
holds; no written resignation need be given or delivered to the Company.
In this Agreement, the Termination Date shall be (i) the date of Urbanus'
death, (ii) the third business day after the date on which the Company gives
notice of termination because of Disability, or (iii) the date of termination
specified in any other notice of termination, or if not specified in the
notice of termination, the date that notice of termination is given.
In this Agreement, "Disability" means Urbanus' permanent and total
disability, which shall be deemed to exist if he is unable reasonably to
perform his duties under this Agreement because of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for at least ninety (90)
consecutive days. Any Disability shall be determined by the Board or an
authorized committee or representative thereof ("Representative"), in its
sole and absolute discretion, upon receipt of competent medical advice from a
qualified physician selected by or acceptable to the Board or its
Representative. Urbanus shall, if there is any question about his Disability,
submit to a physical examination by a qualified physician selected by the
Board or its Representative.
In this Agreement, "Cause" means any of the following: (i) Urbanus' failure
to substantially perform his duties under this Agreement, other than any such
failure resulting from his incapacity due to physical or mental illness or
Disability; (ii) Urbanus' engaging in any action which, or omitting to engage
in any action the omission of which, has been, is, or is reasonably expected
to be substantially injurious (monetarily or
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otherwise) to the Company or its business or reputation; (iii) Urbanus'
performance of any act or omission constituting dishonesty that results,
directly or indirectly, in significant gain or enrichment of Urbanus or his
family or affiliates at the expense of the Company; or (iv) any breach by
Urbanus of any obligation under any of Articles 6, 7, 8, and 9. Whether an
event or circumstance constituting Cause exists will be determined in good
faith by the Board or its Representative. If the Company believes that Cause
for termination exists under clause (i) above in this paragraph, the Company
shall notify Urbanus of that belief, and that notice shall describe the event
or circumstance believed to constitute Cause for termination. If that event
or circumstance may reasonably be remedied or corrected, Urbanus shall have
thirty (30) days to effect that correction or remedy. If not corrected or
remedied within that thirty (30) day period, Cause for termination shall
immediately be deemed to exist, and Urbanus' employment shall be deemed
terminated. If the Company believes that Cause for termination exists under
any of clauses (ii), (iii), and (iv) above in this paragraph, the Company
shall notify Urbanus of that belief, and that notice shall constitute
immediate termination of Urbanus' employment.
Urbanus may voluntarily terminate his employment under this Agreement only by
giving at least thirty (30) days' prior written notice to the Company.
Urbanus shall not be liable to the Company for breach of this Agreement
because of his termination of employment in accordance with the preceding
sentence.
5.2. Termination Without Cause or Upon Death or Disability. If Urbanus'
employment is terminated by death or by the Company because of Disability or
without Cause, Urbanus (or his legal representative, estate, or heirs) shall
be entitled to receive from the Company, as liquidated damages:
5.2.a. The continued payment of Base Salary, at the rate in effect at
the Termination Date, and Transportation Allowance for twelve (12)
consecutive months following the Termination Date (the "Severance
Payments"); and
5.2.b. if Urbanus elects and maintains continued coverage under the
Consolidated Omnibus Benefits Reconciliation Act of 1985 and
corresponding regulations ("COBRA"), then for up to the twelve (12)
consecutive months immediately after the Termination Date, payments in
an amount equal to the difference between (i) the premiums paid or
payable by Urbanus for coverage under COBRA for himself and his
dependents (if any) and (ii) the premiums that he would have paid for
comparable coverage under the Company's then current group insurance
plan or plans if his employment under this Agreement had not ceased (the
"Insurance Payments"); except that the Insurance Payments shall expire
or terminate immediately upon Urbanus' becoming eligible for coverage
under another employer's plan or policy.
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The Severance Payments shall be paid at the dates on which Urbanus' Base
Salary would have been payable if his employment under this Agreement had not
been terminated. The Company will commence the Severance Payments and the
Insurance Payments within ten (10) business days after the first business day
on which the release executed and delivered in accordance with Section 5.3.a
becomes irrevocable by Urbanus (or his legal representative, estate, or
heirs). The Company's obligations for the Insurance Payments are not intended
to negate or impair any obligation of the Company or right of Urbanus under
COBRA. The Severance Payments and the Insurance Payments shall be in addition
to the amounts or benefits to which Urbanus is entitled under Article 5.1.
Any Severance Payments or Insurance Payments (or both) under this Article 5.2
shall not be deemed the continuation of Urbanus' employment for any purpose.
5.3. Conditions to Severance Payments. Except as provided in Section 5.2.b
and below in this Article 5.3, none of the Severance Payments and the
Insurance Payments under Article 5.2 will be subject to reduction as the
result of future compensation earned or received by Urbanus (including by
self-employment), and Urbanus shall have no duty to mitigate his damages. The
Severance Payments and the Insurance Payments shall, however, be conditioned
upon:
5.3.a. The Company's receipt of a Settlement Agreement, General Release,
and Covenant Not to Xxx executed and performed by Urbanus (or his legal
representative, estate, or heirs) in substantially the form of Exhibit
"A" to this Agreement (the "Release Agreement"); and
5.3.b. the compliance by Urbanus (or his legal representative, estate,
or heirs) with Articles 6, 7, 8, and 9 after the Termination Date as
specified in those Articles, as well as with the Release Agreement.
The Company may cease or reduce the Severance Payments or the Insurance
Payments (or both) if, and the Company shall be entitled to a return of the
Severance Payments and the Insurance Payments (or both) made to the extent
that, there is or has been any material violation by Urbanus (or his legal
representatives, estate, or heirs) of any of Articles 6, 7, 8, and 9 or of
the Release Agreement.
5.4. Termination for Cause or by Urbanus. If Urbanus' employment is
terminated by the Company for Cause or is voluntarily terminated by Urbanus,
then Urbanus shall not be entitled to any payments under this Agreement other
than the amounts or benefits to which he is entitled under Article 5.1.
5.5. Post-Termination Survival. The provisions of this Article 5 shall
survive the termination of Urbanus' employment by the Company and its
subsidiaries to the extent
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necessary to effect the post-termination payments or benefits to which
Urbanus is entitled under the terms of this Article 5.
6. CONFIDENTIAL INFORMATION. The Company shall provide to Urbanus, during the
Term, access to various trade secrets, confidential information, and proprietary
information of the Company (which, in this Article 6 as well as in Articles 7,
8, and 9, shall include the Company's subsidiaries and affiliates) which are
valuable and unique to the Company ("Confidential Information"). Confidential
Information includes the Company's plans, policies, and procedures as well as
the plans, policies and procedures of other persons having relationships that
are material to the Company's business and affairs. Urbanus shall not, either
while in the employ of the Company or at any time thereafter, (i) use any of the
Confidential Information, or (ii) disclose any of the Confidential Information
to any person not an employee of the Company or not engaged to render services
to the Company, except (in either case) to perform his duties under this
Agreement or otherwise with the Company's prior written consent. Nothing in this
Article 6 shall preclude Urbanus from the use or disclosure of information
generally known to the public or not considered confidential by the Company or
from any disclosure to the extent required by law or court order (though Urbanus
must give the Company prior notice of any such required disclosure and must
cooperate with any reasonable requests of the Company to obtain a protective
order regarding, or to narrow the scope of, the Confidential Information
required to be disclosed). All files, records, documents, information, data, and
similar items relating to the business or affairs of the Company, whether
prepared by Urbanus or otherwise coming into his possession, shall remain the
exclusive property of the Company and shall not be removed from the premises
from the Company, except in the ordinary course of business as part of Urbanus'
performance of his duties under this Agreement, and (in any event) shall be
promptly returned or delivered to the Company (without Urbanus' retaining any
copies) upon the termination of employment under this Agreement.
7. NONCOMPETITION. Urbanus acknowledges that, in addition to his access to and
possession of Confidential Information, during the Term he will acquire valuable
experience and special training regarding the Company's business and that the
knowledge, experience, and training he will acquire would enable him to injure
the Company if he were to engage in any business that is competitive with the
business of the Company. Therefore, Urbanus shall not, at any time during the
Term and for the sixty (60) consecutive months immediately after the Termination
Date, directly or indirectly (as an employee, employer, consultant, agent,
principal, partner, shareholder, officer, director, or manager or in any other
individual or representative capacity), engage, invest, or participate in any
business in direct competition with the business of the Company within a fifty
(50)-mile radius of each location, or set or group of locations, (i) at, from,
or to which the Company conducts or has conducted business or renders, provides,
or delivers, or has rendered, provided, or delivered, services or products
during the Measurement Period (as defined below) or (ii) that is or has been,
during the Measurement Period, the subject of a Proposal (as defined below) to
conduct business or render, provide, or deliver services or products thereat,
therefrom, or thereto. "Measurement Period" means, with respect to Urbanus'
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activity (A) at any time during the Term, the Term, and (B) at any time on or
after the Termination Date, the six (6) consecutive months preceding, and
including, the Termination Date. "Proposal" means a written or formal proposal,
bid, arrangement, understanding, or agreement by the Company to or with another
person that reflects or contains negotiated or substantive terms, but does not
include any marketing contact by the Company where the other person has not
solicited that contact or indicated any interest in doing business with the
Company. (Urbanus shall not be prohibited, however, from owning, as a passive
investor, less than five percent (5%) of the publicly traded stock or other
securities of any entity engaged in a business competitive with that of the
Company.) Urbanus represents and agrees that (x) the Company has agreed to
provide him, and he will receive from the Company, special experience and
knowledge, including Confidential Information, (y) because the Confidential
Information is valuable to the Company, its protection (particularly from any
competitive business) constitutes a legitimate interest to be protected by the
Company by enforcement of the restriction in this Article 7, and (z) the
enforcement of the restriction in this Article 7 would not be unduly burdensome
to Urbanus and that, in order to induce the Company to enter into this Agreement
(which contains various benefits to Urbanus and obligations of the Company with
respect to Urbanus' employment), Urbanus is willing and able to engage, invest,
or participate in business after the Termination Date so as not to violate this
Article 7. The Parties agree that the restrictions in this Article 7 regarding
scope of activity, duration, and geographic area are reasonable; however, if any
court should determine that any of those restrictions is unenforceable, that
restriction shall not thereby be terminated, but shall be deemed amended to the
extent required to render it enforceable.
8. NONSOLICITATION. Urbanus shall not, at any time within the sixty (60)
consecutive months immediately after the Termination Date, either directly or
indirectly:
8.1. Disclose Contact Information. Make known to any person the names and
addresses, or other contact information, of any of the customers, suppliers,
or other persons having significant business relationships with the Company
within the information technology industry, so that such person could affect,
or attempt to affect, any of those relationships to the detriment of the
Company; or
8.2. Solicit Employees. Solicit, recruit, or hire, or attempt to solicit,
recruit, or hire, any employee or consultant of the Company, or in any other
manner attempt to induce any employee or consultant of the Company to leave
the employ of the Company or cease his or her consulting or similar business
relationship with the Company. References in this Article 8.2 to "any
employee or consultant" shall include any person who was an employee or
consultant of the Company at any time within the six (6) consecutive months
preceding, and including, the Termination Date.
9. DEVELOPMENTS. Urbanus shall promptly disclose to the Company all inventions,
discoveries, improvements, processes, formulas, ideas, know-how, methods,
research,
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compositions, and other developments, whether or not patentable or
copyrightable, that Urbanus, by himself or in conjunction with any other person,
conceives, makes, develops, or acquires during the Term which (i) are or relate
to the properties, assets, or existing or contemplated business or research
activities of the Company, (ii) are suggested by, arise out of, or result from,
directly or indirectly, Urbanus' association with the Company, or (iii) arise
out of or result from, directly or indirectly, the use of the Company's time,
labor, materials, facilities, or other resources ("Developments").
Urbanus hereby assigns, transfers, and conveys to the Company, and hereby agrees
to assign, transfer, and convey to the Company during or after the Term, all of
his right and title to and interest in all Developments. Urbanus shall, from
time to time upon the request of the Company during or after the Term, execute
and deliver any and all instruments and documents and take any and all other
actions which, in the judgment of the Company or its counsel, are or may be
necessary or desirable to document any such assignment, transfer, and conveyance
to the Company or to enable the Company to file and process applications for,
and to acquire, maintain, and enforce, any and all patents, trademarks,
registrations, or copyrights with respect to any of the Developments, or to
obtain any extension, validation, re-issue, continuance, or renewal of any such
patent, trademark, registration, or copyright. The Company will be responsible
for the preparation of any such instrument or document and for the
implementation of any such proceedings and will reimburse Urbanus for all
reasonable expenses incurred by him in complying with this Article 9.
10. INDEMNIFICATION. To the extent Urbanus is an officer or director of the
Company, the Company shall include Urbanus under any existing or future (i)
directors' and officers' liability insurance policy that the Company obtains and
maintains or (ii) indemnification agreements between the Company and other
executives of the Company. Subject to the foregoing sentence, the Company will
indemnify Urbanus to the fullest extent permitted by the laws of the Company's
state of incorporation in effect at that time or by the articles or certificate
of incorporation and by-laws of the Company, whichever affords the greater
protection to Urbanus.
11. CERTAIN REMEDIES. Any breach or violation by Urbanus of any of Articles 6,
7, 8, and 9 shall entitle the Company, as a matter of right, to an injunction
issued by any court of competent jurisdiction, restraining any further or
continued breach or violation, or to specific performance requiring the
compliance with Urbanus' covenants. This right to an injunction or other
equitable relief shall be in addition to, and not in lieu of, any other remedies
to which the Company may be entitled. The existence of any claim or cause of
action of Urbanus against the Company, or any subsidiary or affiliate of the
Company, whether based on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of Urbanus' covenants in any of
Articles 6, 7, 8, and 9. The covenants in Articles 6, 7, 8, and 9 and in this
Article 11 shall survive the termination of Urbanus' employment under this
Agreement.
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12. BINDING AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and shall inure to the benefit of, the Company and Urbanus and their
respective legal representatives, heirs, executors, administrators, and
successors and assigns (as permitted by this Article 12), including any
successor to the Company by merger, consolidation, or reorganization and any
other person that acquires all or substantially all of the business and assets
of the Company. The Company shall have the right, without the need for any
consent from Urbanus, to assign its rights, benefits, remedies, and obligations
under this Agreement to one or more other persons. The rights, benefits,
remedies, and obligations of Urbanus under this Agreement are personal to
Urbanus, however, and may not be assigned or delegated by him; except that this
shall not preclude (i) Urbanus from designating one or more beneficiaries to
receive any amount or benefit that may be paid or provided after Urbanus' death
or (ii) the legal representative of Urbanus' estate from assigning any right or
benefit under this Agreement to the person or persons entitled thereto under
Urbanus' will or the laws of intestacy applicable to Urbanus' estate, as the
case may be.
13. SEVERABILITY. If any provision of this Agreement is found to be invalid or
unenforceable for any reason, then (i) that provision shall be severed from this
Agreement, (ii) this Agreement shall be construed and enforced as if that
invalid or unenforceable provision never constituted a part of this Agreement,
and (iii) the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
applicable law. Further, in lieu of that invalid or unenforceable provision,
there shall be added to this Agreement a provision as similar in its terms to
that invalid or unenforceable provision as may be possible and be valid and
enforceable.
14. NOTICES. Any notice, request, or other communication to be given by either
Party under this Agreement by to the other shall be in writing and either (i)
delivered in person, (ii) delivered by prepaid same-day or overnight courier
service, (iii) sent by certified mail, postage prepaid with return receipt
requested, or (iv) transmitted by facsimile, in any case addressed to the other
Party as follows:
To the Company: StarNet Financial, Inc.
00000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Chief Executive Officer
Facsimile: (000) 000-0000
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with a copy (which shall not constitute notice) to:
Gardere & Xxxxx, L.L.P.
3000 Thanksgiving Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attn: I. Xxxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
To Urbanus: Xxxxxxx X. Xxxxxxx
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or to such other address or facsimile number as the Party to be notified may
have designated by notice previously given in accordance with this Article 14.
Communications delivered in person or by courier service or transmitted by
facsimile shall be deemed given and received as of actual receipt (or refusal)
by the addressee. Communications mailed as described above in this Article 14
shall be deemed given and received three (3) business days after mailing or upon
actual receipt, whichever is earlier.
15. CERTAIN DEFINED TERMS. In this Agreement, (i) "person" means an individual
or any corporation, partnership, trust, unincorporated association, limited
liability company, or other legal entity, whether acting in an individual,
fiduciary, or other capacity, and any government, court, or governmental agency,
(ii) "include" and "including" do not signify any limitation, (iii) "Article"
and "Section" means any Article and any Section, respectively, of this
Agreement, unless otherwise indicated, (iv) an "affiliate" of a person means any
other person controlling, controlled by, or under common control with that
person, and (v) "business day" means any Monday through Friday, other than any
such weekday on which the executive offices of the Company are closed. In
addition, the use in this Agreement of "year," "annual," "month," or "monthly"
(or similar terms) to indicate a measurement period shall not itself be deemed
to grant rights to Urbanus for employment or compensation for that period.
16. ENTIRE AGREEMENT. This Agreement, with Exhibit "A", constitutes the entire
agreement between the Company and Urbanus with respect to the subject matter
hereof and supersedes any prior agreement between the Company and Urbanus with
respect to the same subject matter.
17. MODIFICATION AND WAIVER. No amendment to or modification of this Agreement,
or waiver of any term, provision, or condition of this Agreement, will be
binding upon a Party unless the amendment, modification, or waiver is in writing
and signed by the Party to be bound. Any waiver by a Party of a breach or
violation of any provision of this Agreement by the other Party shall not be
deemed a waiver of any other provision or of any subsequent breach or violation.
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18. GENDER. Whenever the context requires in this Agreement, words denoting
gender in this Agreement include the masculine, feminine, and neuter.
19. GOVERNING LAW; VENUE. This Agreement, and the rights, remedies, obligations,
and duties of the Parties under this Agreement, shall be governed by, construed
in accordance with, and enforced under the laws of the State of Texas. The
exclusive venue of any action or proceeding relating to this Agreement or its
subject matter shall be in Dallas County, Texas.
20. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
constitutes an original, but all of which constitute one and the same document.
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The Parties have executed this Agreement to be effective as of the date stated
in the first paragraph.
THE COMPANY: URBANUS:
STARNET FINANCIAL, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX, XXXXXXX X. XXXXXXX
Chief Executive Officer
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