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Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") entered into as of the
1st day of January, 1996 by and between MED/WASTE, INC., a Delaware corporation
(the "Company"), and XXXXXX X. XXXXXXX ("XXXXXXX").
R E C I T A L S:
A. The Company is engaged in the medical waste management
business (the "Medical Waste Business") through its wholly owned subsidiary
Safety Disposal System, Inc. ("SDS") and is a franchisee and franchisor of
janitorial services to commercial businesses (the "Janitorial Business") with
multiple locations in Ohio, Pennsylvania and Florida through its wholly owned
subsidiary The Xxxxx Group, Inc. ("Xxxxx") (the Medical Waste Business and
Janitorial Business shall hereinafter be collectively referred to as the
"Business");
X. XXXXXXX has served as Chairman of the Board of Directors of
the Company since June 1993; and
C. The Company believes that it is in the best interest of the
Company to assure XXXXXXX of a secure minimum compensation and to diminish the
inevitable distraction of XXXXXXX that may result in the event of the
possibility, threat or occurrence of a Change of Control (as defined below) by
providing for certain compensation arrangements upon a Change of Control.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement, the parties agree as follows:
1. RECITATIONS. The above recitations are true and correct and
are incorporated herein by this reference.
2. POSITION OF EMPLOYMENT.
2.1. EMPLOYMENT POSITION. The Company hereby continues to
employ XXXXXXX as Chairman of the Board of Directors. This Agreement shall
commence as of the Commencement Date (as defined in Section 3 herein). XXXXXXX
shall perform such duties as are usually performed by the Chairman of the Board
of Directors of a public company similar in size and scope as the Company. All
actions of XXXXXXX are subject and subordinate to the review and approval of the
Company's Board of Directors. The Board of Directors shall be the final and
exclusive arbiter of all policy decisions relative to the Company's Business.
The precise services of XXXXXXX may be modified in accordance with reasonable
policy established by the Board of Directors and not inconsistent with his
position.
2.2. DEVOTION OF TIME. During the term of this Agreement,
XXXXXXX agrees to devote sufficient time and attention to the business and
affair of the Company to the extent necessary to discharge the responsibilities
assigned to XXXXXXX and to use reasonable best efforts to perform faithfully and
efficiently such responsibilities. XXXXXXX'x position and employment herein is
not full-time. XXXXXXX is involved in other business ventures, including the
practice of law. The Company argees that XXXXXXX'x involvement in such business
ventures or the practice of law is not a conflict with, or in violation of, this
Agreement.
2.3. CORPORATE OPPORTUNITY. It is the express
understanding by and between the parties that the doctrine of corporate
opportunity as set forth in Delaware corporate law shall only apply to Xxxxxxx
and the Company for any business opportunities in the medical
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waste, solid waste or janitorial industries or such other industry in which the
Company operates during the term of this Agreement. Xxxxxxx shall not be
required to offer to the Company any business opportunity or venture in any
other industry.
3. TERM OF EMPLOYMENT.
3.1. TERM OF EMPLOYMENT. This Agreement shall begin as of
January 1, 1996 (the "Commencement Date") and end on December 31, 2000, subject
to earlier termination as otherwise set forth in this Agreement.
3.2. TERMINATION OF EMPLOYMENT BY THE COMPANY FOR
NON-PERFORMANCE. The Company may terminate XXXXXXX'x employment upon thirty (30)
days written notice for the following reasons:
3.2.1. a material default or breach by XXXXXXX of any
of the provisions of this Agreement;
3.2.2. failure to follow reasonable and lawful
directives of the Company's Board of Directors, which are consistent with
XXXXXXX'x job responsibilities and performance.
XXXXXXX shall have the right to cure any such default under this
Section 3.2 within the thirty (30) day period or such additional time as is
reasonably necessary to cure such default if XXXXXXX is using diligent effort to
cure such default. The notice must set forth in reasonable detail the facts
underlying the termination. In the event that XXXXXXX'x employment is terminated
in accordance with the provisions of this Section 3.2, the Company shall not be
liable for any further compensation or benefits following the effective date of
termination other than accrued Base Salary.
3.3. TERMINATION BY THE COMPANY FOR CAUSE. The
Company may terminate XXXXXXX'x employment effective upon written notice, if
such termination is for "Cause." For purposes of this Agreement, "Cause" is
defined as:
3.3.1. death of XXXXXXX;
3.3.2. actions by XXXXXXX constituting fraud,
embezzlement or dishonesty which result in a conviction of a criminal offense
not overturned on appeal;
3.3.3. intentionally furnishing false, misleading, or
omissive information to the Company's Board of Directors or any committee
thereof;
3.3.4. actions constituting a breach of the
confidentiality of the Business and/or trade secrets of the Company which is
materially detrimental to the Company;
3.3.5. the commission of an act by XXXXXXX involving
moral turpitude which detrimentally impacts on the business or reputation of the
Company;
3.3.6. intoxication by alcohol or drugs during the
performance of duties on more than one occasion which detrimentally impacts on
the business or reputation of the Company; or
Upon termination for Cause, the Company shall not be liable for any further
compensation or benefits following the effective date of termination other than
accrued Base Salary.
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Notwithstanding, if the Company fails to maintain the life insurance policy as
required in Section 4.7 herein and this Agreement is terminated in accordance
with Section 3.3.1., the Company shall pay to XXXXXXX'x estate, the sum of
$500,000 within sixty (60) days of XXXXXXX'x death.
3.4. TERMINATION WITHOUT CAUSE. The Company shall have
the right to terminate this Agreement without Cause on thirty (30) days written
notice, subject to payment by the Company of the Termination Payment described
in Section 4.5 herein; provided however, that if the Company terminates this
Agreement in accordance with this Section 3.3 following a Change of Control (as
defined in Section 3.5 herein), the Company shall pay to XXXXXXX the Severance
Payment described in Section 4.6 herein.
3.5. TERMINATION BY XXXXXXX. XXXXXXX may terminate this
Agreement upon thirty (30) days written notice after a material default of this
Agreement by the Company, which default is not cured within the thirty-day
notice period. Such notice shall set forth in reasonable detail the facts
underlying the default. If XXXXXXX terminates this Agreement under this
Paragraph 3.4, XXXXXXX shall be entitled to the Termination Payment as provided
in Paragraph 4.5.
3.6. TERMINATION BY XXXXXXX UPON CHANGE OF CONTROL.
XXXXXXX may terminate this Agreement upon thirty (30) days written notice at any
time within eighteen (18) months after a "Change of Control" occurs. Upon such
termination, XXXXXXX shall be entitled to the Severance Payment set forth in
Section 4.6 below. Change of Control is defined for the purposes of this
Agreement as any of the following acts:
3.6.1. The acquisition by any person, entity or
"group" within the meaning of ss. 13(d) or 14(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of twenty-five (25%) percent or more
of either the then outstanding shares of the Company's common stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or
3.6.2. If the individuals who serve on the Company
Board of Directors as of the Commencement Date (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of Directors;
provided, however, that any person who becomes a director subsequent to the
Commencement Date whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the directors then
compiling the Incumbent Board shall be for purposes of this Agreement considered
as if such person was a member of the Incumbent Board; or
3.6.3. Approval by the Company's stockholders of (i)
a merger, reorganization or consolidation whereby the Company's shareholders
immediately prior to such approval do not, immediately after consummation of
such reorganization, merger or consolidation own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
surviving entity's then outstanding voting securities; or (ii) liquidation or
dissolution of the Company; or (iii) the sale of all or substantially all of the
assets of the Company.
3.7. AUTOMATIC EXTENSION. This Agreement shall be
automatically extended for successive five (5) year periods at the end of the
initial or extended terms, unless either party provides written notice of
termination to the other party at least six (6) months prior to the expiration
of the initial or such extended term, respectively.
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4. COMPENSATION AND BENEFITS.
4.1. SALARY. the term of this Agreement, Company
shall pay to XXXXXXX, not less often than monthly, a base salary at a total
annual rate of $80,000 (the "Base Salary"), payable in cash, adjusted in
accordance with Section 4.2 herein.
4.2. COST OF LIVING INCREASE. XXXXXXX'x Base Salary
shall be automatically increased on January 1 of each year commencing January 1,
1997 (the "Yearly Cash Increase") by the greater of (i) five (5%) percent, or
(ii) the percentage increase, if any, of the consumer price index for Urban Wage
Earning and Clerical Workers (Greater Metropolitan Miami Area, all items) issued
by the Bureau of Labor Statistics of the U.S. Department of Labor using the year
1967 as a base of 100 (the "Index"). In the event the Index ceases to be
published during the term of this Agreement or any extension thereof, the
parties shall use a mutually acceptable comparable statistical index on the cost
of living in the United States as shall then be computed and published by an
agency of the United States. The Company Board of Directors shall have the
discretion to grant increases of Base Salary in excess of the amount provided
herein.
4.3. BONUS. Prior to the commencement of each fiscal
year of the Company, the Board of Directors, or its Compensation Committee,
shall establish an Incentive Bonus Plan for such fiscal year. The Incentive
Bonus Plan shall entitle XXXXXXX to earn a bonus based upon certain goals and
objectives to be established in such Incentive Bonus Plan. Such Bonus, if any
shall be payable in cash within ninety (90) days following the end of such
fiscal year.
4.4. STOCK OPTIONS. XXXXXXX shall be eligible from
time to time to receive grants of stock options, under a stock option plan or
otherwise, in such amounts and at such times as determined by the Board of
Directors or any committee thereof. All options granted to XXXXXXX shall have a
term of at least five (5) years or such longer term as determined by the
specific stock option plan under which options are granted or by the Board of
Directors or any committee thereof. All options so granted shall have a vesting
schedule of no worse than thirty-three and one-third percent (33-1/3%) as of the
date of grant and thirty-three and one-third percent (33-1/3%) at the end of
each year thereafter, so long as XXXXXXX remains employed by Company.
Notwithstanding, vesting of options shall immediately accelerate upon an event
of Change of Control as defined in Section 3.5 herein. XXXXXXX shall have the
right to exercise vested incentive stock options for up to ninety (90) days
after termination and non-statutory stock options for up to twelve (12) months
after termination. All other terms of the Options shall be subject to and
determined by the stock option plan. Notwithstanding anything herein to the
contrary, the Company shall cause to be granted to XXXXXXX during each calendar
year during the term hereof of Options of not less than .25% of the then
outstanding common stock of the Company.
4.5. TERMINATION PAYMENT. In the event XXXXXXX'x
employment is terminated (other than following a Change of Control) in
accordance with Section 3.4 or Section 3.5, XXXXXXX shall receive a termination
payment ("Termination Payment") equal to the greater of (A) the Base Salary
payments XXXXXXX would have received had his employment continued for the
remaining term of this Agreement or (B) two times his then Base Salary.
Notwithstanding anything herein to the contrary, if XXXXXXX is terminated for
any of the reasons set forth in this Section 4.5 following a Change of Control,
XXXXXXX shall receive the Severance Payment described in Section 4.6 below. The
Termination Payment shall be payable in twenty-four (24) monthly installments on
the first day of each month commencing the month following termination for a
period of twenty-four (24) months (the "Termination Period"). During the
Termination Period, XXXXXXX shall continue to receive all other benefits and
prerequisites, including the
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automobile allowance, health insurance, stock options and bonus provisions. Any
benefit or prerequisite that is payable in cash shall be payable in equal
installments on the first day of each month during the Termination Period.
4.6. CHANGE OF CONTROL SEVERANCE PAYMENT. XXXXXXX shall
be entitled to the Severance Payment as calculated below in the event that
XXXXXXX'x employment is terminated (i) by XXXXXXX after a Change of Control
pursuant to Section 3.6; or (ii) by the Company for any reason after a Change of
Control. The Severance Payment shall be an amount equal to the greater of:
(a) The sum of (i) Base Salary payments XXXXXXX would
have received has his employment continued for the remaining term of this
Agreement; and (ii) three times any bonus paid to XXXXXXX in the preceding
twelve (12) months prior to termination;
(b) Three times the sum of (i) Base Salary in effect
at the time of termination and (ii) any bonus paid to XXXXXXX in the twelve (12)
months prior to termination, including any bonuses paid in stock, cash or other
property or benefits; or
(c) $500,000.
The Severance Payment shall be paid 100% in cash on the effective date of such
termination. In addition to the Severance Payment, XXXXXXX shall be entitled to
all of the benefits and personal perquisites otherwise provided in this
Agreement for a period of time which is the greater of (i) the remaining term of
this Agreement (if it were not terminated), or (ii) three (3) years (the
"Severance Period"). Such benefits shall include, but are not limited to,
automobile allowance, health insurance and any other benefit XXXXXXX was
receiving at the time of termination. Any benefit or prerequisite that is
payable in cash shall be payable in equal installments on the first day of each
month during the Severance Period.
4.7. LIFE INSURANCE. During the term of this Agreement,
the Company shall maintain and pay the premiums on an insurance policy on the
life of XXXXXXX in the aggregate face amount of $500,000. XXXXXXX shall have the
right to designate the beneficiaries of such life insurance policies. The
Company shall pay all premiums on such life insurance at least five (5) days
before the end of any grace period, and on demand shall provide proof of payment
to XXXXXXX. The insurance companies issuing such policies shall be authorized to
give XXXXXXX, upon his request, any information regarding the status of any such
policy.
4.8. ADDITIONAL BENEFITS.
4.8.1. AUTOMOBILE EXPENSES. During the term of this
Agreement and during any Severance or Termination Period thereafter, the Company
shall pay to XXXXXXX an automobile expense allowance of $600 per month.
4.8.2. REIMBURSEMENT OF EXPENSES. XXXXXXX shall be
reimbursed by the Company for all Business expenses which are reasonably
incurred by XXXXXXX in the performance of his duties under this Agreement. All
reimbursable travel expenses shall be in accordance with mutually agreeable and
reasonable policy.
4.8.3. PARTICIPATION IN EMPLOYEE BENEFIT PLANS.
XXXXXXX shall be entitled to participate, subject to eligibility and other terms
generally established by the Company's Board of Directors, in any group
hospitalization, health, dental care, profit sharing and pension, and other
benefit plans, as may be adopted or amended by the Company from
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time to time. XXXXXXX'x participation in such employee benefit plans shall
continue during the Severance and Termination Periods, respectively.
5. DISABILITY.
5.1. DISABILITY INSURANCE. During the term of this
Agreement, the Company shall maintain short and long term disability insurance
policies for the benefit of XXXXXXX and shall pay all premiums prior to their
respective due dates. Such disability insurance shall pay, at a minimum, sixty
percent (60%) of XXXXXXX'x Base Salary then in effect for any period of
disability thereunder.
5.2. DISABILITY. In the event that XXXXXXX shall become
mentally or physically Disabled (as hereinafter defined) so as to be unable to
fully perform his duties herein, XXXXXXX shall continue to receive his monthly
compensation, including but not limited to Base Salary, automobile allowance,
bonus, stock options and health insurance for each of the first six (6) months
or any part thereof of any continuous Disability, less any amounts received by
him under any disability insurance, the premiums of which are paid for by
Company. If upon the expiration of six (6) months of continuous Disability,
XXXXXXX remains incapacitated (hereinafter "Permanent Disability") the Company
shall have the right to immediately terminate this Agreement. The Company shall
not have any liability thereafter for any compensation or benefits unless the
Company fails to maintain the disability insurance policies as required in
Section 5.1 herein. If the Company fails to maintain such policies, the Company
shall be liable for and shall continue to pay to XXXXXXX, sixty percent (60%) of
his Base Salary then in effect for the balance of such disability.
5.3. DEFINITION OF DISABILITY. Disability for the
purposes of this Section 5 shall mean the inability of XXXXXXX to perform his
duties as described herein.
6. REPRESENTATION BY XXXXXXX. XXXXXXX hereby represents to the
Company that he is physically and mentally capable of performing his duties
hereunder and he has no knowledge of any present or past physical or mental
condition which would cause him not to be able to perform his duties hereunder.
7. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.
7.1. CONFIDENTIALITY. XXXXXXX shall not, during the term
of this Agreement or at any time thereafter, divulge, furnish or make accessible
to anyone without Company's prior written consent any knowledge or information
with respect to any confidential or secret aspect of the Business, including but
not limited to: the Company's costs; supplier's names, pricing and terms;
customer names, addresses and telephone numbers; billing procedures and pricing
of purchases; the Company's Business techniques, computer programs and
printouts; identity of prospective patients; confidential information disclosed
by the Company's customers to the Company; the Company's banking relationships,
including the extent and terms of lines of credit and borrowing costs; or other
information concerning the Business or its employees.
7.2. OWNERSHIP OF INFORMATION. XXXXXXX recognizes that
all records, customer lists, supplier lists, material cost data, files,
correspondence with customers and suppliers of material and services, computer
printouts, contracts, reports, notes, business plans, compilations of other
recorded matter, and copies or reproductions thereof, relating to the Company's
operations and activities and other information relating to the Company's
customers and suppliers, made or received by XXXXXXX in the course of his
employment are the exclusive property of the Company and XXXXXXX holds and uses
same as trustee for the Company and subject to the Company's sole control and
will deliver same to the Company at the termination
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of his employment, or earlier if so requested by the Company in writing. All of
such information which if lost or used by XXXXXXX outside the scope of his
employment could cause irreparable and continuing injury to the Company's
Business for which there may not be an adequate remedy at law.
8. RESTRICTIVE COVENANT. As an inducement to cause the Company to
enter into this Agreement, XXXXXXX covenants and agrees that during his
employment and, for a period of eighteen (18) months after he ceases to be
employed by Company, regardless of the manner or cause of termination, and
except as limited in Sections 8.6 or 8.7 below or upon termination in accordance
with Paragraph 3.5:
8.1. RESTRICTION. XXXXXXX will not be an employee, agent,
director, stockholder or owner (except of not more than a controlling interest
in the voting securities of any publicly traded entity), partner, consultant,
financial backer, creditor or be otherwise directly or indirectly connected with
or participate in the management, operation or control of any Business, firm,
proprietorship, corporation, partnership, association, entity or venture engaged
in the provision of services or supplies similar to the Business (a "Competing
Business") within fifty (50) miles of any office or center of the Company or any
of its subsidiaries existing at the termination of this Agreement (the
"Restricted Area").
8.2. SOLICITATION OF BUSINESS. XXXXXXX will not initiate
any contact with, call upon, solicit business from, sell or render services to
any customer of the Company with respect to a Competing Business in the
Restricted Area or purchase from any supplier or potential supplier any
materials for same and XXXXXXX shall not directly or indirectly aid or assist
any other person, firm or corporation to do any of the aforesaid acts.
8.3. SOLICITATION OF EMPLOYEES. XXXXXXX will not directly
or indirectly, as principal, agent, owner, partner, stockholder, officer,
director, employee, independent contractor or consultant or in any individual or
representative capacity for himself or on behalf of any business, firm,
corporation, partnership association or proprietorship, initiate contact with or
solicit, or directly or indirectly cause others to solicit the employment of any
officer, sales person, agent, or other employee of the Company, for the purpose
of causing said officer, sales person, agent or other XXXXXXX to terminate
employment with the Company for the purpose of obtaining employment by a
Competing Business in the Restricted Area.
8.4. MATERIAL VIOLATION. A violation of Section 7 or 8 of
this Agreement shall constitute a material and substantial breach of this
Agreement and shall result in the imposition of the Company's remedies contained
in Section 9.
8.5. OTHER EMPLOYMENT. It is understood by and between the
parties that the covenants set forth in Sections 7 and 8 are essential elements
of this Agreement, and that, but for the agreement of the XXXXXXX to comply with
such covenants, the Company would not have entered into this Agreement. Such
covenants by the XXXXXXX shall be construed as agreements independent of any
other provision of this Agreement (other than Sections 8.6 or 8.7, herein) and
the existence of any claim or cause of action XXXXXXX may have against the
Company whether predicated on this Agreement or otherwise (other than for
Termination or Severance Payments), shall not constitute a defense to the
enforcement by the Company of these covenants.
8.6. DEFAULT ON TERMINATION PAYMENTS. If for any reason,
the Company fails to make any Termination Payment or to keep all Termination
benefits in force during any Termination Period, in addition to any other
remedies XXXXXXX may have as a result of such
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default the provisions of Section 8 herein shall be null and void and
unenforceable by the Company, if any such default is not cured within ten (10)
days written notice.
8.7. INAPPLICABILITY OF RESTRICTIONS. In the event that
this Agreement is terminated (i) due to a material breach by the Company of its
obligations hereunder, (ii) by the Company following a Change of Control, or
(ii) by XXXXXXX in accordance with Paragraph 3.5, the restrictions contained in
Section 8 shall be null and void and unenforceable against XXXXXXX.
9. REMEDIES. XXXXXXX hereby acknowledges, covenants and agrees
that in the event of a material default or breach by XXXXXXX under this
Agreement:
9.1. INJUNCTIVE RELIEF. The Company may suffer irreparable
and continuing damages as a result of such breach and its remedy at law will be
inadequate. XXXXXXX agrees that in the event of a violation or breach of this
Agreement, in addition to any other remedies available to it, Company shall be
entitled to an injunction restraining any such default or any other appropriate
decree of specific performance, without the requirement to prove actual damages
or to post any bond or any other security and to any other equitable relief the
court deems proper; and
9.2. NON-EXCLUSIVE REMEDY. Any and all of the Company's
remedies described in this Agreement shall not be exclusive and shall be in
addition to any other remedies which the Company may have at law or in equity
including, but not limited to, the right to monetary damages.
10. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, sections, subdivisions, or subparagraphs 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 legally valid. In the event that one or more of the words,
phrases, sentences, clauses, sections, subdivisions, subparagraphs, or articles
are determined to be unenforceable and if such invalidity shall be caused by the
length of any period of time or the size of any area set forth in any part
hereof, such period of time or such area, or both, shall be considered to be
reduced to a period or area which would cure such invalidity.
11. INDEMNIFICATION. The Company agrees to indemnify XXXXXXX for
any and all liabilities to which he may be subject as a result of his service to
the Company as an officer, director, or agent or of any other enterprise in
which he serves at the request of the Company, or otherwise as a result of his
employment hereunder, including all expenses, including legal fees and costs
incurred as a result of any proceedings brought or threatened against XXXXXXX,
to the fullest extent permitted by law. Counsel's fees, to the fullest extent
permitted by law, shall be paid by the Company in advance of any final
disposition of a proceeding upon receipt of an undertaking by XXXXXXX that he
will repay such fees if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to indemnification. The Company will use
its best efforts to obtain and keep in force adequate director and officer
liability insurance during the term of this Agreement for six (6) years
thereafter.
12. SUCCESSORS AND ASSIGNS.
12.1. SUCCESSORS. This Agreement shall be binding upon the
parties hereto and their Successors and assigns. For purposes of this Agreement,
the term "Successor" of Company shall include:
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(a) any person or entity, whether direct or indirect,
whether by purchase, merger, consolidation, operation of law, assignment, or
otherwise acquires or controls:
(i) all or substantially all of the assets of
Company; or
(ii) thirty percent (30%) or more of the total
voting securities of the Company, and was not affiliated with or
in common control of Company as of the Commencement Date;
(iii) through any other Business combination with
or without the consent of Company's shareholders.
12.2. ASSUMPTION. Subject to the provisions of Section 3.5
hereof, the Company shall require any Successor to expressly assume and agree to
be bound by the terms of this Agreement in the same manner and to the same
extent that the Company would be required to perform if no succession had
occurred. Company shall be in material breach of this Agreement if any such
successor fails to expressly assume or otherwise agree to guaranty performance
of this Agreement to the extent the Company was obligated prior to any
succession.
12.3. ASSIGNMENT. Except as expressly stated in Section
13.1 above, this Agreement shall be non-assignable by either the Company or
XXXXXXX without the written consent of the other party, it being understood that
the obligations and performance of this Agreement are personal in nature.
13. NOTICE. Any notices or other communications to any party
pursuant to or relating to this Agreement must be in writing and shall be deemed
to have been given or delivered when (i) hand-delivered, (ii) mailed through the
U.S. Postal Service via certified mail, return receipt requested, postage
prepaid, or (iii) through a nationally recognized overnight courier, or (iv) via
facsimile, to the party at their addresses below:
XXXXXXX: 0000 Xxxxx xx Xxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
The Company: Med/Waste, Inc.
0000 X.X. 000xx Xxxxxx, Xxx X
Opa Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
with a copy to: XXXXX X. XXXXXX, ESQ.
Wallace, Bauman, Fodiman & Xxxxxxx, P.A.
2222 Xxxxx de Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
or such other address given by such party to the other party at any time
hereafter.
14. ENTIRE AGREEMENT. This Agreement contains the sole and entire
agreement between the parties with respect to the subject matter hereof.
15. AMENDMENT. No amendment, waiver or modification of this
Agreement or any provisions of this Agreement shall be valid unless in writing
and duly executed by both parties.
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16. BINDING AGREEMENT. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs, legal
representatives, successors and assigns.
17. WAIVER. Any waiver by any party of any breach of any
provision of this Agreement shall not be considered as or constitute a
continuing waiver or waiver of any other breach of any provision of this
Agreement.
18. CAPTIONS. Captions contained in this Agreement are inserted
only as a matter of convenience or for reference and in no way define, limit,
extend, or describe the scope of this Agreement or the intent of any provisions
of this Agreement.
19. ATTORNEYS' FEES. In the event of any litigation arising out
of this Agreement, the prevailing party shall be entitled to recover its
attorneys' fees and costs, including attorneys' fees and costs incurred on
appeal.
20. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
MED/WASTE, INC., a Delaware corporation
By:
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XXXXXX X. XXXXXXX, President
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XXXXXX X. XXXXXXX
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