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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into as of
November 1, 1999, by and between INFORMATION ON DEMAND, INC., a Florida
corporation (the "Company"), and O. F. XXXXX (hereinafter called the
"Executive").
R E C I T A L S
The Company and the Executive have agreed that the Executive shall be
employed by the Company pursuant to the terms and conditions hereinafter set
forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:
1. Employment.
1.1 Employment and Term. The Company hereby agrees to employ the
Executive and the Executive hereby agrees to serve the Company on the terms and
conditions set forth herein. This Agreement having been duly authorized and
approved by the Company's Board of Directors (the "Board").
1.2 Duties of Executive. During the term of this Agreement, the
Executive shall serve as the Chief Executive Officer of the Company, and shall
diligently perform all reasonable and appropriate services as may be assigned to
him by the Board, and shall exercise such power and authority as may from time
to time be delegated to him by the Board and as provided by the Bylaws of the
Company. The Executive shall devote his full time and attention to the business
and affairs of the Company, render such services to the best of his ability, and
use his best efforts to promote the interests of the Company.
2. Term.
2.1 Initial Term. The initial term of this Agreement, and the
employment of the Executive hereunder, shall commence on November 1, 1999 (the
"Commencement Date") and shall expire on December 31, 2002, unless sooner
terminated in accordance with the terms and conditions hereof (the "Initial
Term").
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2.2 Renewal Terms. At the end of the Initial Term, this Agreement
shall automatically renew and continue until terminated by either of the parties
upon no less than sixty (60) days prior notice of termination to the other party
(the "Renewal Term").
2.3 Expiration Date. The date on which the term of this Agreement
shall expire (including the date on which any renewal term shall expire), is
sometimes referred to in this Agreement as the Expiration Date.
3. Compensation.
3.1 Base Salary. The Executive shall receive a base salary at the
annual rate of One Hundred Sixty Thousand Dollars ($160,000) (the "Base Salary")
during the term of this Agreement, with such Base Salary payable in installments
consistent with the Company's normal payroll schedule, subject to applicable
withholding and other taxes. The Base Salary also shall be reviewed, at least
annually, for merit and cost of living adjustment increases and may, by action
and in the discretion of the Board, be increased at any time or from time to
time.
3.2 Bonuses. During the term of this Agreement, beginning January 1,
2000, the Executive shall be eligible to receive quarterly bonuses up to 50% of
the then current quarterly Base Salary ("Incentive Compensation") based on
achieving goals set by the Board prior to each bonus period (the "Incentive
Compensation Plan"). The goals and bonus will be graduated in nature. Each
period for which Incentive Compensation is payable under the Incentive
Compensation Plan is sometimes hereinafter referred to as a Bonus Period.
4. Expense Reimbursement and Other Benefits.
4.1 Reimbursement of Expenses. During the term of Executive's
employment hereunder, upon the submission of proper substantiation by the
Executive, and subject to such rules and guidelines as the Company may from time
to time adopt, the Company shall reimburse the Executive for all reasonable
expenses actually paid or incurred by the Executive in the course of and
pursuant to the business of the Company. The Executive shall account to the
Company in writing for all expenses for which reimbursement is sought and shall
supply to the Company copies of all relevant invoices, receipts or other
evidence reasonably requested by the Company.
4.2 Compensation/Benefit Programs. During the term of this
Agreement, the Executive shall be entitled to participate in all medical,
dental, hospitalization, accidental death and dismemberment, disability, travel
and life insurance plans, and any and all other plans as are presently and
hereinafter offered by the Company to its executives, including savings,
pension, profit-sharing and deferred compensation plans.
4.3 Working Facilities. The Company shall furnish the Executive with
an office, secretarial help and such other facilities and services suitable to
his position and
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adequate for the performance of his duties hereunder. The Executive shall be
located at the Company's corporate/executive offices, presently at 0000 Xxxxxxxx
Xxxx, Xxxxx X, Xxxxxxxx, Xxxxxxx 00000, during the Initial Term and any Renewal
Term of this Agreement.
4.4 Stock Options. As of the effective date of this Agreement, the
Company is in the process of establishing an "Employee Incentive Compensation
Plan," under which "Qualified Stock Options" and "Non-Qualified Stock Options"
(as defined under the Internal Revenue Code) to purchase common stock of the
Company may be granted to its employees and others. The establishment date of
the Employee Incentive Compensation Plan shall be December 1, 1999, at which
time the Company shall grant to the Executive Qualified Stock Options and
Non-Qualified Stock Options as follows:
a. 400,000 Qualified Stock Options to vest:
i. 100,000 on December 1, 1999
ii. 100,000 on November 1, 2000
iii. 100,000 on November 1, 2001
iv. 100,000 on November 1, 2002
b. 90,000 Non-Qualified Stock Options to vest:
i. 22,500 on December 1, 1999
ii. 22,500 on November 1, 2000
iii. 22,500 on November 1, 2001
iv. 22,500 on November 1, 2002
c. 250,000 Non-Qualified Stock Options to vest,
subject to the Company's common stock price
achieving certain levels (assuming the
rights offering price of the Company's
common stock is $1.00 per share, if not, the
share price milestones shall be adjusted
proportionally):
i. 83,334 upon the Company's closing bid common
stock price being above $10 per share for
twenty out of any twenty-five consecutive
trading days during the first twelve months
after the Company's rights offering is
completed.
ii. 83,333 upon the Company's closing bid common
stock price being above $20 per share for
twenty out of any twenty-five consecutive
trading days during the first twenty-four
months after the Company's rights offering
is completed. In addition, assuming
achievement of the above $20/share price for
20 days goal, if the 83,334 options
referenced in c(i) above have not vested,
they will
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also vest.
iii. 83,333 upon the Company's closing bid common
stock price being above $30 per share for
twenty out of twenty-five consecutive
trading days during the first thirty-six
months after the Company's rights offering
is completed. In addition, assuming
achievement of the above $30/share price for
20 days goal, if either or both the 83,334
and 83,333 options referenced in c(i) and
c(ii), respectively, above have not vested,
they will also vest.
d. 250,000 Non-Qualified Stock Options to vest upon the
Company achieving up to three performance criteria
(i.e. revenues, number of counties or subscriber
businesses using internet system, profits, etc.)
determined by the Board at the beginning of each six
month period, beginning January 1, 2000, during the
Initial Term. If performance is below the goals but
above a minimum threshold set by the Board, a portion
of the options will vest. The Board may carry forward
unvested options to future periods. The number of
options available to vest at the end of each six month
period are:
i. 42,000 for six months ended 6/30/00
ii. 42,000 for six months ended 12/31/00
iii. 41,500 for six months ended 6/30/01
iv. 41,500 for six months ended 12/31/01
v. 41,500 for six months ended 6/30/02
vi. 41,500 for six months ended 12/31/02
Except as provided in this Agreement, the above described Qualified Stock
Options and Non-Qualified Stock Options shall be granted to the Executive
subject to all terms and conditions of the Employee Incentive Compensation Plan,
and any amendments or successor plan thereto and all rules of regulation of the
Securities and Exchange Commission applicable to stock option plans then in
effect; provided, however, that in the event of the Executive's termination
during the Initial Term without cause, the Executive shall have one (1) year
after the date of such termination within which to exercise all vested
Non-Qualified Stock Options.
4.5 Other Benefits. The Executive shall be entitled to five weeks
of vacation each calendar year during the term of this Agreement, to be taken at
such times as the Executive and the Company shall mutually determine and
provided that no vacation time shall interfere with the duties required to be
rendered by the Executive hereunder. During the calendar years 1999 and 2000,
the Executive will use his best efforts to not be out of the office on vacation
for a full calendar week other than for his honeymoon and between Christmas and
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New Years. The Executive shall receive such additional benefits, if any, as the
Board shall from time to time determine.
4.6 Relocation. The Executive shall receive a $50,000 relocation
expense allowance, including the cost of temporary housing until his permanent
residential relocation to the Maitland, Florida area by July 30, 2000. The
Company will pay vendors directly whenever applicable income tax law permits.
The Company will lease, in its name, temporary housing for the Executive. The
Company will pay directly to the Executive, after required tax withholdings, any
of the $50,000 relocation allowance not paid by the Company to such vendors.
5. Termination.
5.1 Termination for Cause. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Executive's
employment hereunder, for cause. For purposes of this Agreement, the term
"cause" shall mean: (a) an action or omission of the Executive which constitutes
a willful and intentional material breach of this Agreement which is not cured
within thirty (30) days after receipt by the Executive of written notice of
same, (b) fraud, embezzlement, misappropriation of funds or breach of trust in
connection with his services hereunder, (c) conviction of any crime which
involves dishonesty or a breach of trust, or (d) gross negligence in connection
with the performance of the Executive's duties hereunder. Any termination for
cause shall be made in writing to the Executive, which notice shall set forth in
detail all acts or omissions upon which the Company is relying for such
termination. The Executive shall have the right to address the Board regarding
the acts set forth in the notice of termination. Upon any termination pursuant
to this Section 5.1, the Company shall pay to the Executive his Base Salary to
the date of termination. The Company shall have no further liability hereunder
other than for: (i) reimbursement for reasonable business expenses incurred
prior to the date of termination, subject, however, to the provisions of Section
4.1, and (ii) payment of compensation for unused vacation days that have
accumulated during the calendar year in which such termination occurs.
5.2 Disability. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Executive's employment
hereunder, if the Executive shall become entitled to benefits under the
Company's Long Term Disability Plan as then in effect, or, if the Executive
shall as the result of mental or physical incapacity, illness or disability,
become unable to perform his obligations hereunder for a period of 180 days in
any 12-month period. The Company shall have sole discretion based upon competent
medical advice to determine whether the Executive continues to be disabled. Upon
any termination pursuant to this Section 5.2, the Company shall: (a) pay to the
Executive any unpaid Base Salary through the effective date of termination
specified in such notice, (b) pay to the Executive his accrued and declared but
unpaid Incentive Compensation, if any, for any Bonus Period ending on or before
the date of termination of the Executive's employment with the Company, and (c)
pay to the Executive (within forty-five (45) days after the end of the Bonus
Period in which such termination occurs) a prorata portion (based upon the
period ending on the date of termination of the Executive's employment
hereunder) of the Incentive
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Compensation, if any, for the Bonus Period in which such termination occurs, as
calculated pursuant to the Incentive Compensation Plan; provided that the goals
under the Incentive Compensation Plan for each period used in the calculation of
the Executive's Incentive Compensation, shall be based on: (i) the portion of
the Bonus Period through the end of the Bonus Period in which such termination
occurs and (ii) unaudited financial information prepared in accordance with
generally accepted accounting principles, applied consistently with prior
periods, as approved and reviewed by the Board. The Company shall have no
further liability hereunder other than for: (x) reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however to
the provisions of Section 4.1, and (y) payment of compensation for unused
vacation days that have accumulated during the calendar year in which such
termination occurs.
5.3 Death. In the event of the death of the Executive during the
term of his employment hereunder, the Company shall: (a) pay to the estate of
the deceased Executive any unpaid Base Salary through the Executive's date of
death, (b) pay to the estate of the deceased Executive his accrued and declared
but unpaid Incentive Compensation, if any, for any Bonus Period ending on or
before the Executive's date of death, (c) pay to the estate of the deceased
Executive (within forty-five (45) days after the end of the Bonus Period in
which his death occurs) a prorata portion (based upon the period ending on the
date of death) of the Incentive Compensation, if any, for the Bonus Period in
which his death occurs, as calculated pursuant to the terms of the Incentive
Compensation Plan; provided that, the goals under the Incentive Compensation
Plan for each period used in the calculation of the Executive's Incentive
Compensation shall be based on: (i) the portion of the Bonus Period through the
end of the Bonus Period in which the Executive's death occurs, and (ii)
unaudited financial information prepared in accordance with generally accepted
accounting principles, applied consistently with prior periods, as approved and
reviewed by the Board. The Company shall have no further liability hereunder
other than for: (x) reimbursement for reasonable business expenses incurred
prior to the date of the Executive's death, subject, however to the provisions
of Section 4.1, and (y) payment of compensation for unused vacation days that
have accumulated during the calendar year in which such termination occurs.
5.4 Termination Without Cause. The Company shall have the right to
terminate the Executive's employment hereunder without cause: (i) during the
Initial Term with twelve (12) months advanced written notice to the Executive;
and (ii) during any Renewal Term with ninety (90) days advanced written notice
to the Executive. Upon any termination pursuant to this Section 5.4 that is not
a termination under any of Sections 5.1, 5.2, 5.3 or 5.6, the Company shall: (a)
pay to the Executive any unpaid Base Salary through the effective date of
termination specified in such notice, (b) pay to the Executive his accrued and
declared but unpaid Incentive Compensation, if any, for any Bonus Period ending
on or before the date of the termination of the Executive's employment with the
Company, and (c) pay to the Executive (within forty-five (45) days after the end
of the Bonus Period in which such termination occurs) a prorata portion (based
upon the period ending on the date of termination of the Executive's employment
hereunder) of the Incentive Compensation, if any, for the Bonus Period in which
such termination occurs, as calculated pursuant to the Incentive Compensation
Plan; provided that the goals under the Incentive Compensation Plan for each
period used in the calculation of the Executive's Incentive Compensation, shall
be based on: (i) the portion of the Bonus Period through the end of the Bonus
Period in which such termination occurs and (ii) unaudited financial information
prepared in accordance with generally accepted accounting principles, applied
consistently with prior periods, as approved and reviewed by the Board. The
Company shall have no further liability hereunder other than for: (x)
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however to the provisions of Section 4.1 and (y) payment
of compensation for unused vacation days that have accumulated during the
calendar year in which such termination occurs.
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receiving under Sections 4.2 and 4.5 hereof, for a period of twelve (12) months
following the termination of the Executive's employment with the Company, or if
less, for the unexpired period of the Initial Term, in the manner and at such
times as the compensation or benefits otherwise would have been payable or
provided to the Executive. The Incentive Compensation and other benefits payable
under clause (d) of this Section 5.4 shall be equal to the amounts of such
compensation and benefits payable or provided to the Executive for the calendar
year immediately preceding the termination of Executive's employment hereunder.
In the event that the Company is unable to provide the Executive with a
continuation of any savings, pension, profit-sharing or deferred compensation
plans required hereunder by reason of the termination of the Executive's
employment pursuant to this Section 5.4, then the Company shall pay the
Executive cash equal to the value of the benefit that otherwise would have
accrued for the Executive's benefit under the plan, for the period during which
such benefits could not be provided under the plans, said cash payments to be
made within forty-five (45) days after the end of the year for which such
contributions would have been made or would have accrued. The Company's good
faith determination of the amount that would have been contributed or the value
of any benefits that would have accrued under any plan shall be binding and
conclusive on the Executive. Further, the vesting of the Executive's
Non-Qualified Stock Options described in Sections 4.4(b) and (d) which is
scheduled during the twelve months immediately following the Executive's
termination date shall be accelerated to the date of termination. The Company
shall have no further liability hereunder other than for: (i) reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 4.1, and (ii) payment of compensation for
unused vacation days that have accumulated during the calendar year in which
such termination occurs.
5.5 Change of Control. In the event of a "Change of Control" of the
Company, as defined in the Employee Incentive Compensation Plan, the following
shall occur:
a. The Non-Qualified Stock Options described in Section
4.4(c) will vest based on the value of the
transaction causing the Change of Control as follows:
(i) all unvested options vest if transaction value is
over $30/share, (ii) all but 1/3rd of options vest if
transaction value is >$20/share and
<$30/share, and (iii) all but 2/3rd of options vest
if transaction value is >$10/share and <$20/share.
b. The unvested options described in Section 4.4(d)
shall convert to the same vesting schedule for the
options described in Section 4.4(a) by equally
dividing the remaining unvested options among the
remaining vesting dates subsequent to the date of the
Change of Control, and then the option vesting shall
be accelerated one year for the options described
Sections 4.4(b) and (d).
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5.6 Resignation by Executive. After December 31, 2000, the
Executive shall at all times have the right, upon one hundred twenty (120) days
written notice to the Company, to terminate the Executive's employment
hereunder. Upon any termination pursuant to this Section 5.6, the Company shall:
(a) pay to the Executive any unpaid Base Salary through the effective date of
termination specified in such notice and (b) pay to the Executive his accrued
but unpaid Incentive Compensation, if any, for any Bonus Period ending on or
before the termination of Executive's employment with the Company. The Company
shall have no further liability hereunder other than for: (i) reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 4.1, and (ii) payment of compensation for
unused vacation days that have accumulated during the calendar year in which
such termination occurs.
5.7 Survival. The provisions of this Article 5 shall survive the
termination of this Agreement, as applicable.
6. Restrictive Covenants.
6.1 Non-competition. At all times while the Executive is employed
by the Company and for a two (2) year period after the termination of the
Executive's employment with the Company for any reason, the Executive shall not,
directly or indirectly, engage in or have any interest in any sole
proprietorship, partnership, corporation or business or any other person or
entity (whether as an employee, officer, director, partner, agent, security
holder, creditor, consultant or otherwise) that directly or indirectly (or
through any affiliated entity) engages in competition with the Company in the
United States, Canada or any foreign market where the Company markets and sells
software applications or its services (for this purpose, any business that
engages in the development and/or marketing of software applications in the
public sector marketplace shall be deemed to be in competition with the
Company); provided that such provision shall not apply to the Executive's
ownership of Common Stock of the Company or the acquisition by the Executive,
solely as an investment, of securities of any issuer that is registered under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and
that are listed or admitted for trading on any United States national securities
exchange or that are quoted on the National Association of Securities Dealers
Automated Quotations System, or any similar system or automated dissemination of
quotations of securities prices in common use, so long as the Executive does not
control, acquire a controlling interest in or become a member of a group which
exercises direct or indirect control or, more than five percent of any class of
capital stock of such corporation. Notwithstanding the above to the contrary,
Executive's ownership of common stock of HTE, Inc. and his serving as an officer
and director of HTE, Inc. shall not be considered engaging in competition with
the Company for purposes of this Section 6.1.
6.2 Nondisclosure. The Executive shall not at any time divulge,
communicate, use to the detriment of the Company or for the benefit of any other
person or persons, or misuse in any way, any Confidential Information (as
hereinafter defined)
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pertaining to the business of the Company. Any Confidential Information or data
now or hereafter acquired by the Executive with respect to the business of the
Company (which shall include, but not be limited to, information concerning the
Company's financial condition, prospects, technology, customers, suppliers,
sources of leads and methods of doing business) shall be deemed a valuable,
special and unique asset of the Company that is received by the Executive in
confidence and as a fiduciary, and Executive shall remain a fiduciary to the
Company with respect to all of such information. For purposes of this Agreement,
"Confidential Information" means information disclosed to the Executive or known
by the Executive as a consequence of or through his employment by the Company
(including information conceived, originated, discovered or developed by the
Executive) prior to or after the date hereof, and not generally known, about the
Company or its business. Notwithstanding the foregoing, nothing herein shall be
deemed to restrict the Executive from disclosing Confidential Information to the
extent required by law.
6.3 Nonsolicitation of Employees and Clients. At all times while
the Executive is employed by the Company and for a two (2) year period after the
termination of the Executive's employment with the Company for any reason, for
the Executive shall not, directly or indirectly, for himself or for any other
person, firm, corporation, partnership, association or other entity: (a) employ
or attempt to employ or enter into any contractual arrangement with any employee
or former employee of the Company, unless such employee or former employee has
not been employed by the Company for a period in excess of six months, and/or
(b) call on or solicit any of the actual or targeted prospective clients of the
Company on behalf of any person or entity in connection with any business
competitive with the business of the Company, nor shall the Executive make known
the names and addresses of such clients or any information relating in any
manner to the Company's trade or business relationships with such customers,
other than in connection with the performance of Executive's duties under this
Agreement.
6.4 Ownership of Developments. All copyrights, patents, trade
secrets, or other intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients (collectively, the "Work Product") shall belong exclusively to the
Company and shall, to the extent possible, be considered a work made by the
Executive for hire for the Company within the meaning of Title 17 of the United
States Code. To the extent the Work Product may not be considered work made by
the Executive for hire for the Company, the Executive agrees to assign, and
automatically assign at the time of creation of the Work Product, without any
requirement of further consideration, any right, title, or interest the
Executive may have in such Work Product. Upon the request of the Company, the
Executive shall take such further actions, including execution and delivery of
instruments of conveyance, as may be appropriate to give full and proper effect
to such assignment.
6.5 Books and Records. All books, records, and accounts relating in
any
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manner to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.
6.6 Definition of Company. Solely for purposes of this Section 6,
the term "Company" also shall include any existing or future subsidiaries of the
Company that are operating during the time periods described herein and any
other entities that directly or indirectly, through one or more intermediaries,
control, are controlled by or are under common control with the Company during
the periods described herein.
6.7 Acknowledgment by Executive. The Executive acknowledges and
confirms that the length of the term of the provisions of this Section 6 and the
geographical restrictions contained in Section 6.1 are fair and reasonable and
not the result of overreaching, duress or coercion of any kind. The Executive
further acknowledges and confirms that his full, uninhibited and faithful
observance of each of the covenants contained in this Section 6 will not cause
him any undue hardship, financial or otherwise, and that enforcement of each of
the covenants contained herein will not impair his ability to obtain employment
commensurate with his abilities and on terms fully acceptable to him or
otherwise to obtain income required for the comfortable support of him and his
family and the satisfaction of the needs of his creditors. The Executive
acknowledges and confirms that his special knowledge of the business of the
Company is such as would cause the Company serious injury or loss if he were to
use such ability and knowledge to the benefit of a competitor or were to compete
with the Company in violation of the terms of this Section 6.
6.8 Reformation by Court. In the event that a court of competent
jurisdiction shall determine that any provision of this Section 6 is invalid or
more restrictive than permitted under the governing law of such jurisdiction,
then only as to enforcement of this Section 6 within the jurisdiction of such
court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.
6.9 Extension of Time. If the Executive shall be in violation of
any provision of this Section 6, then each time limitation set forth in this
Section 6 shall be extended for a period of time equal to the period of time
during which such violation or violations occur. If the Company seeks injunctive
relief from such violation in any court, then the covenants set forth in this
Section 6 shall be extended for a period of time equal to the pendency of such
proceeding including all appeals by the Executive.
6.10 Survival. The provisions of this Section 6 shall survive the
termination of this Agreement, as applicable.
7. Injunction. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Section 6 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may
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be virtually impossible to ascertain. As a result, the Executive recognizes and
hereby acknowledges that the Company shall be entitled to an injunction from any
court of competent jurisdiction enjoining and restraining any violation of any
or all of the covenants contained in Section 6 of this Agreement by the
Executive or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess.
8. Assignment. Neither party shall have the right to assign or
delegate his rights or obligations hereunder, or any portion thereof, to any
other person.
9. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and, upon
its effectiveness, shall supersede all prior agreements, understandings and
arrangements, both oral and written, between the Executive and the Company (or
any of its affiliates) with respect to such subject matter. This Agreement may
not be modified in any way unless by a written instrument signed by both the
Company and the Executive.
11. Notices. All notices required or permitted to be given hereunder
shall be in writing and shall be personally delivered by courier, sent by
registered or certified mail, return receipt requested or sent by confirmed
facsimile transmission addressed as set forth herein. Notices personally
delivered, sent by facsimile or sent by overnight courier shall be deemed given
on the date of delivery and notices mailed in accordance with the foregoing
shall be deemed given upon the earlier of receipt by the addressee, as evidenced
by the return receipt thereof, or three (3) days after deposit in the U.S. Mail.
Notice shall be sent: (a) if to the Company, addressed to 0000 Xxxxxxxx Xxxx,
Xxxxx X, Xxxxxxxx, Xxxxxxx 00000, Attention: Chairman of the Board, with a copy
of such notice addressed to X. X. Xxxxxx, Jr., Esq., 000-X Xxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxx Xxxxx, XX 00000, and (b) if to the Executive, to his address as
reflected on the payroll records of the Company, or to such other address as
either party hereto may from time to time give notice of to the other.
12. Benefits; Binding Effect. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns, including, without limitation, any successor to the Company, whether by
merger, consolidation, sale of stock, sale of assets or otherwise.
13. Severability. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and, in the event that any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall be declared invalid,
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this Agreement shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted. If such invalidity is caused by length of time or size of
area, or both, the otherwise invalid provision will be considered to be reduced
to a period or area which would cure such invalidity.
14. Waivers. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.
15. Damages. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.
16. Section Headings. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns, any rights or
remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
COMPANY:
INFORMATION ON DEMAND, INC.
By: /s/ X.X. Xxxxxx, Jr.
--------------------------------------
X. X. Xxxxxx, Jr.
Executive Vice President
EXECUTIVE:
/s/ O. F. Xxxxx
------------------------------------------
O. F. Xxxxx
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