EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of April 12,
1999, by and between Numex Corporation, a Delaware corporation (the "Company"),
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual ("Employee"), with reference to the
following:
A. Employee was the Chief Executive Officer of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ &
Associates, Inc., a California corporation ("JSA")
B. Concurrently herewith, the Company is acquiring all of the equity of
the JSA.
C. The Company desires to employ Employee on the terms and conditions set
forth in this Agreement.
D. Employee desires to be so employed.
NOW, THEREFORE, based on the foregoing premises and in consideration of the
covenants set forth in this Agreement, the parties hereto hereby agree as
follows:
1. TERM OF EMPLOYMENT. The Company hereby employs Employee and Employee
accepts such employment commencing on the date hereof and terminating on that
date which is three (3) years hereafter, unless sooner terminated in accordance
with the terms of this Agreement.
2. SERVICES TO BE RENDERED. Employee shall serve as the President and
Chief Executive Officer of the Company and shall have the responsibilities,
duties and powers customarily associated with such position. Employee shall
report directly to the Board of Directors (the "Board") of the Company, and
shall perform his duties pertaining to the business of the Company (the "Company
Business") subject to the direction of the Board and to such limits upon
Employee's authority as the Board may from time to time impose. Employee's
principal place of work hereunder shall be located in Los Angeles, California.
Employee shall be subject to the policies and procedures generally applicable to
senior executive employees of the Company to the extent the same are not
inconsistent with any term of this Agreement. Notwithstanding anything herein to
the contrary, Employee's responsibilities and powers hereunder shall be
expressly limited by the terms of Article III of that certain stockholders
agreement, dated as of the date hereof, among the Company, Employee, ▇▇▇▇
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
3. COMPENSATION AND BENEFITS. The Company shall pay the following
compensation and benefits to Employee during the term hereof, and Employee shall
accept the same as payment in full for all services rendered by Employee to or
for the benefit of the Company:
3.1 SALARY. An initial salary ("Salary") of $225,000 per annum. The
Salary shall accrue in equal monthly installments in arrears and shall be
payable in accordance with the payroll practices of the Company in effect from
time to time. The
Board shall review Employee's performance as soon as is reasonably practicable
after the end of each year of Employee's employment hereunder. Based upon such
reviews, the Company may increase the Salary in such amounts, if any, for the
succeeding year, as the Board shall determine in its sole and absolute
discretion.
3.2 CAR ALLOWANCE. The Company shall pay to Employee a car allowance
of $800 per month, which shall accrue in monthly installments in arrears and be
payable in accordance with the practices of the Company generally in effect from
time to time.
3.3 FRINGE BENEFITS. Employee shall be entitled to participate in
benefits under the Company's benefit plans and arrangements, including, without
limitation, any employee benefit plan or arrangement made available in the
future by the Company to its senior executive employees generally, subject to
and on a basis consistent with the terms, conditions and overall administration
of such plans and arrangements. The Company shall have the right to amend or
delete any such benefit plan or arrangement made generally available by the
Company to its senior executive employees and not otherwise specifically
provided for herein. Notwithstanding anything to the contrary set forth above in
this Section 3.3, Employee shall not be entitled to participate in any bonus,
profit participation, option, stock or similar plan or arrangement, whether or
not such is generally made available by the Company to its senior executive
employees or other employees, unless otherwise determined by the Board in its
sole and absolute discretion.
3.4 EXPENSES. The Company shall reimburse Employee for reasonable
out-of-pocket expenses incurred in connection with the Company Business and the
performance of his duties hereunder, subject to (i) such policies as the Company
may from time to time establish, (ii) Employee furnishing the Company with
evidence in the form of receipts in accordance with Company policy, and (iii)
Employee receiving advance approval from the Company in case of expenses (or a
series of related expenses) in excess of $3,500.
3.5 VACATION. Employee shall be entitled to the number of paid
vacation days in each calendar year determined by the Company from time to time
for the Company's senior executive employees generally. Employee shall also be
entitled to all paid holidays given to the Company's senior executive employees
generally.
3.6 BONUS. In addition to the Salary to which Employee is entitled
pursuant to Section 3.1, the Company shall pay Employee a bonus (to the extent
payable as provided herein) as follows: For purposes of determining whether
Employee is entitled to a bonus hereunder, the business of Company shall be
divided into two parts. The first part shall consist of any business conducted
by the Company exclusive of the Internet Business (as hereinafter defined)
whether conducted by the JSA, by any entity acquired by the Company or otherwise
(the "Base Business"). The second part shall constitute the sale of products and
services over the Internet (as hereinafter defined) (the "Internet Business").
With respect to the Base Business, Employee shall receive a bonus equal to 15%
of the positive difference, if any, between the profit before taxes ("EBT")
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for the Base Business for any fiscal year during the term of this Agreement and
the EBT for the Base Business for the previous fiscal year. With regard to the
Internet Business, commencing for the fiscal year ending in 2000, Employee shall
receive a bonus equal to 15% of the positive difference, if any, between the EBT
for the Internet Business during the term of this Agreement and the EBT for any
fiscal year for the Internet Business for the prior fiscal year. Payments shall
be equitably and proportionately prorated for partial fiscal years during the
term of this Agreement. Payment shall be made by the Company on the tenth
business day from the completion of the Company's audited financial statements
for the applicable year (the "Payment Date"). For purposes of determining EBT,
only revenues and expenses attributable to operations will be used and no
general and administrative expenses not directly related to the operations (such
as the expense attributable to being a public company) will be deducted. As used
herein, "Internet" shall mean any network of interconnected computer networks,
using the Transmission Control Protocol/Internet Protocol and/or such other
standard network interconnection protocols as may be adopted from time to time,
which is used to transmit content that is directly or indirectly delivered to a
computer or other digital electronic device for display to an end-user, whether
such content is delivered through on-line browsers, off-line browsers, or
through "push" technology, electronic mail, broadband distribution, satellite,
wireless or otherwise, and any subset of such network, such as "intranets."
Notwithstanding anything herein to the contrary, Employee, at his sole and
absolute discretion, may elect by notice to the Company to be issued prior to
the applicable Payment Date to receive all or part of any bonus payable
hereunder in shares of the Common Stock (as hereinafter defined) of the Company,
with such shares being valued at 60% of the Market Price. As used herein,
"Market Price" shall mean the average of the daily closing prices for the twenty
consecutive trading days prior to the date of notice from Employee. The closing
price for each day shall be the last sales price regular way or in case no sale
takes place on such day, the average of the closing high bid and low ask prices
regular way, in either case as officially quoted by the Nasdaq SmallCap Market
or the Nasdaq National Market or such other securities market on which the
Common Stock is then quoted or listed for trading.
3.7 WITHHOLDING AND OTHER DEDUCTIONS. All compensation payable to
Employee hereunder shall be subject to such deductions as the Company is from
time to time required to make pursuant to law, governmental regulation or order.
4. STOCK OPTIONS. The Company shall grant Employee options or warrants to
purchase an aggregate of up to 2,000,000 shares of the common stock, par value
$0.10 per share (the "Common Stock") of the Company ("Options").
4.1 VESTING OF OPTIONS. The Options will vest in Employee as follows:
(i) With respect to the first 66,666 shares of Common Stock on
the first anniversary of this Agreement (the "First Options");
(ii) With respect to the next 66,666 shares of Common Stock on
the second anniversary of this Agreement (the "Second Options");
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(iii) With respect to the remaining 66,667 shares of Common Stock
on the third anniversary of this Agreement (the "Third Options").
4.2 EXERCISE PRICE. The Exercise Price for the First Options shall be
$3.50 per share; the exercise price for the Second Options shall be $4.50 per
share; and the exercise price for the Third Options shall be $6.50 per share.
4.3 EXPIRATION OF OPTIONS. Unless they have earlier expired pursuant
to the provisions of Section 4.7 hereof, all unexercised Options shall expire on
that date which is five (5) years from the date hereof.
4.4 TERMINATION PURSUANT TO SECTION 9.1. If this Agreement is
terminated pursuant to Section 9.1 hereof, all Options that are not vested on
the effective date of termination but would vest within six months thereafter
shall vest. All Options not so vested shall automatically expire.
4.5 EFFECT OF EMPLOYER'S IMPROPER TERMINATION OF THIS AGREEMENT. If
this Agreement is terminated based on a material breach hereof by the Company,
all Options that are not vested in Employee at that time shall vest immediately.
4.6 EFFECT OF SALE OF THE COMPANY. All of the Options which are
unvested shall vest in Employee immediately upon (i) the sale by the Company of
all or substantially all of its assets, (ii) the sale of fifty percent (50%) or
more of its outstanding shares of Common Stock, or (iii) the merger of the
Company into another company whereby the Company is not the surviving entity.
4.7 OTHER TERMINATIONS. If this Agreement is terminated by the
Company for good cause pursuant to Section 9.2 hereof or if Employee terminates
this Agreement without cause, all Options that are not vested on the effective
date of such termination shall automatically expire.
5. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE. Employee represents and
warrants to the Company that (a) Employee is under no contractual or other
restriction or obligation which is inconsistent with the execution of this
Agreement, the performance of his duties hereunder, or the other rights of the
Company hereunder and (b) Employee is under no physical or mental disability
that would hinder the performance of his duties under this Agreement.
6. CERTAIN COVENANTS.
6.1 TRADE SECRETS. Employee acknowledges that the nature of
Employee's engagement by the Company is such that Employee will have access to
Confidential Information (as hereinafter defined) which has great value to the
Company and that except for Employee's engagement by the Company, Employee would
not otherwise have access to the Confidential Information. During the term of
this Agreement and at all times thereafter, Employee shall keep all of the
Confidential Information in confidence and shall not disclose any of the same to
any other person, except the Company's personnel entitled thereto and other
persons designated in writing by the
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Company. Employee shall not cause, suffer or permit the Confidential Information
to be used for the gain or benefit of any party outside of the Company or for
Employee's personal gain or benefit.
6.2 SOLICITATION OF EMPLOYEES. Employee shall not for a period of one
(1) year commencing as the effective date of termination by the Company for good
cause pursuant to Section 9.2 hereof or by Employee without cause, directly or
indirectly, hire, solicit or encourage to leave the employment of the Company or
any of its affiliates, any employee of the Company or any of its affiliates or
hire any such employee who has left the employment of the Company or any of its
affiliates within one (1) year of the termination of such employee's employment
with the Company or any of its affiliates.
6.3 RIGHTS AND REMEDIES UPON BREACH. If Employee breaches or
threatens to commit a breach of any of the provisions of this Section 6 (the
"Restrictive Covenants"), the Company shall have the following rights and
remedies, each of which rights and remedies shall be independent of the other
and severally enforceable, and all of which rights and remedies shall be in
addition to, and not in lieu of, any other rights and remedies available to the
Company under law or in equity:
(i) SPECIFIC PERFORMANCE. The right and remedy to have the
Restrictive Covenants specifically enforced by any court having equity
jurisdiction, all without the need to post a bond or any other security or to
prove any amount of actual damage or that money damages would not provide an
adequate remedy, it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the Company and that money
damages will not provide adequate remedy to the Company; and
(ii) ACCOUNTING AND INDEMNIFICATION. The right and remedy to
require Employee (i) to account for and pay over to the Company all
compensation, profits, monies, accruals, increments or other benefits derived or
received by Employee or any associated party deriving such benefits as a result
of any such breach of the Restrictive Covenants; and (ii) to indemnify the
Company against any other losses, damages (including special and consequential
damages), costs and expenses, including actual attorneys' fees and court costs,
which may be incurred by them and which result from or arise out of any such
breach or threatened breach of the Restrictive Covenants.
6.4 SEVERABILITY OF COVENANTS/BLUE PENCILLING. If any court
determines that any of the Restrictive Covenants, or any part thereof, is
invalid or unenforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full effect, without regard to the
invalid portions. If any court determines that any of the Restrictive Covenants,
or any part thereof, are unenforceable because of the duration of such provision
or the area covered thereby, such court shall have the power to reduce the
duration or area of such provision and, in its reduced form, such provision
shall then be enforceable and shall be enforced. Employee hereby waives any and
all right to attack the validity of the Restrictive Covenants on the grounds of
the breadth of their geographic scope or the length of their term.
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6.5 ENFORCEABILITY IN JURISDICTIONS. The Company and Employee intend
to and do hereby confer jurisdiction to enforce the Restrictive Covenants upon
the courts of any jurisdiction within the geographical scope of such covenants.
If the courts of any one (1) or more of such jurisdictions hold the Restrictive
Covenants wholly unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of the Company and Employee that such
determination not bar or in any way affect the right of the Company to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of such covenants, as to breaches of such covenants in such
other respective jurisdictions, such covenants as they relate to each
jurisdiction being, for this purpose, severable into diverse and independent
covenants.
6.6 DEFINITIONS.
(i) In Sections 6.1 - 6.6, all references to the Company mean not
only the Company, but also any company, partnership or entity which, directly or
indirectly, controls, is controlled by or is under common control with the
Company.
(ii) The term "Confidential Information", as used in this
Agreement, means all information or material not generally known by non-Company
personnel which (i) gives the Company some competitive business advantage or the
opportunity of obtaining such advantage or the disclosure of which could be
detrimental to the interests of the Company; (ii) which is owned by the Company
or in which the Company has an interest and (iii) which is either (A) marked
"Confidential Information," "Proprietary Information" or other similar marking,
(B) known by Employee to be considered confidential and proprietary by the
Company or (C) from all the relevant circumstances should reasonably be assumed
by Employee to be confidential and proprietary to the Company. Confidential
Information includes, but is not limited to, the following types of information
and other information of a similar nature (whether or not reduced to writing):
trade secrets, inventions, drawings, file data, documentation, diagrams,
specifications, know how, processes, formulas, models, flow charts, software in
various stages of development, source codes, object codes, categories of
information unique to the business, research and development procedures,
research or development and test results, marketing techniques and materials,
marketing and development plans, price lists, pricing policies, business plans,
information relating to customers and/or suppliers' identities, characteristics
and agreements, financial information and projections, and employee files.
Confidential Information also includes any information described above which the
Company obtains from another party and which the Company treats as proprietary
or designates as Confidential Information, whether or not owned or developed by
the Company. NOTWITHSTANDING THE ABOVE, HOWEVER, NO INFORMATION CONSTITUTES
CONFIDENTIAL INFORMATION IF IT IS GENERIC INFORMATION OR GENERAL KNOWLEDGE WHICH
COVENANTOR WOULD HAVE LEARNED IN THE COURSE OF SIMILAR EMPLOYMENT ELSEWHERE IN
THE TRADE OR IF IT IS OTHERWISE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN.
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7. PROPRIETARY RIGHTS.
7.1 DISCLOSURE OF EMPLOYEE'S KNOWLEDGE. Employee shall make available
to the Company at no cost to the Company all knowledge possessed by him relating
to any methods, developments, inventions and/or improvements, whether patented,
patentable or unpatentable, which concern in any way the Company Business, now
possessed or hereafter acquired by Employee during the term of employment,
provided that nothing herein shall be construed as requiring any disclosure
where any such method, development, invention and/or improvement is lawfully
protected from disclosure as a trade secret of any third party or by any other
lawful bar to such disclosure. For purposes of this Section 7 and Section 9.4
hereof, the term Company Business shall include not only the Company Business
(as such term is defined in Section 2 hereof), but also the business of the
Company (as such term is defined in Section 6.6(i) hereof).
7.2 OWNERSHIP OF PATENT RIGHTS, COPYRIGHTS, AND TRADE SECRETS. To the
fullest extent permitted by California law, Employee shall assign, and does
hereby assign, to the Company all of Employee's right, title and interest in and
to all inventions, improvements, developments, trade secrets, discoveries,
computer software, tradenames and trademarks conceived, improved, developed,
discovered or written by Employee, alone or in collaboration with others, during
the term of this Agreement which relate in any manner to the Company Business,
whether or not the same shall be conceived, improved, developed, discovered or
written during customary working hours on the Company's premises. During the
term of this Agreement Employee shall promptly and fully disclose to the Company
all matters within the scope of this Section 7.2, and shall, upon request of the
Company, execute, acknowledge, deliver and file any and all documents necessary
or useful to vest in the Company all of Employee's right, title and interest in
and to all such matters. All expenses incurred in connection with the execution,
acknowledgment, delivery and filing of any papers or documents within the scope
of this Section 7.2 shall be borne by the Company. All matters within the scope
of this Section 7.2 shall constitute trade secrets of the Company subject to the
provisions of Section 6.1, until such matters cease to be trade secrets by
operation of law.
8. INSURANCE. The Company shall have the right to take out life, health,
accident, "key-man" or other insurance covering Employee, in the name of the
Company and at the Company's expense in any amount deemed appropriate by the
Company. Employee shall assist the Company in obtaining such insurance,
including, without limitation, submitting to any required examinations and
providing information and data required by insurance companies.
9. TERMINATION.
9.1 DEATH OR TOTAL DISABILITY OF EMPLOYEE. If Employee dies or
becomes totally disabled during the term of this Agreement, Employee's
employment hereunder shall automatically terminate. For these purposes Employee
shall be deemed totally disabled if Employee shall become physically or mentally
incapacitated or disabled and unable fully to discharge Employee's duties
hereunder in all material
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respects for a period of ninety (90) consecutive calendar days or for one
hundred twenty (120) calendar days in any 12-month period.
9.2 TERMINATION FOR GOOD CAUSE. Employee's employment hereunder may
be terminated by the Company for "good cause" by giving written notice thereof
to Employee. For the purposes of this Agreement, "good cause" shall only mean
Employee's (i) commission of a crime directly related to his employment
hereunder, (ii) conviction of a felony involving moral turpitude, or (iii)
repeated failure to perform Employee's duties as may reasonably be directed by
the Board and as may be reasonably consistent with Employee's office, or (iv)
material breach of this Agreement which is not curable, or, if curable, is not
cured by Employee within thirty (30) days following notice of breach by the
Company. Only a majority of the members of the Board other than Employee and any
designee of Employee shall have the authority to determine "good cause"
hereunder.
9.3 SEVERANCE COMPENSATION. Upon the occurrence of any of the events
referred to in Sections 9.1 and 9.2 above, Employee (or Employee's heirs or
representatives) shall be entitled to receive only such portion (if any) of the
remuneration payable to Employee hereunder as may theretofore have accrued but
be unpaid on the date on which the termination shall take effect.
9.4 RETURN OF THE COMPANY'S PROPERTY. If this Agreement is terminated
for any reason whatsoever, the Company shall have the right, at its option, to
require Employee to vacate his offices prior to the effective date of
termination and to cease all activities on the Company's behalf. Upon the
termination of his employment in any manner, Employee shall immediately
surrender to the Company all lists, books and records of, or in connection with,
the Company Business, and all other property belonging to the Company, it being
distinctly understood that all such lists, books and records, and other
documents, are the property of the Company.
10. ARBITRATION. Any claim or controversy arising out of or relating to
this Agreement shall be settled by arbitration in Los Angeles, California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction. There shall be three (3) arbitrators,
one (1) to be chosen directly by each party (in the case of the Company, such
designation shall be made by not less than a majority of the members of the
Board other than Employee and any designee of Employee) at will, and the third
arbitrator to be selected by the two (2) arbitrators so chosen. Each party shall
pay the fees of the arbitrator it selects and of its own attorneys, the expenses
of its witnesses and all other expenses connected with presenting its case.
Other costs of the arbitration, including the cost of any record or transcripts
of the arbitration, administrative fees, the fee of the third arbitrator, and
all other fees and costs, shall be borne equally by the parties.
11. GENERAL RELATIONSHIP. Employee shall be considered an employee of the
Company within the meaning of all federal, state and local laws and regulations
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including, but not limited to, laws and regulations governing unemployment
insurance, workers' compensation, industrial accident, labor and taxes.
12. MISCELLANEOUS.
12.1 MODIFICATION; PRIOR CLAIMS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements, written or oral, between
them concerning such subject matter, including, but not limited to, all
agreements or arrangements relating to the issuance or grant of securities of
the Company to Employee, except for shares of Common Stock of the Company. This
Agreement may be modified only by a written instrument duly executed by each
party. Employee hereby waives any claims that may exist on the date hereof
arising from his prior employment with JSA or the Company, other than for salary
payable or reimbursement of reasonable expenses to ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
all as incurred in the ordinary course of business, not to exceed $25,000 in the
aggregate.
12.2 ASSIGNMENT. The rights of the Company under this Agreement may,
without the consent of Employee, be assigned by the Company, in its sole and
absolute discretion, to any person, firm, corporation or other business entity
which at any time, whether by purchase, merger or otherwise, directly or
indirectly, acquires all or substantially all of the assets or business of the
Company or an affiliate of the Company. The rights and obligations of Employee
under this Agreement shall not be assignable or transferable by Employee except
to the extent specifically provided for in the first sentence of Section 12.11
hereof.
12.3 SURVIVAL. The covenants, agreements, representations and
warranties contained in or made pursuant to this Agreement shall survive
Employee's termination of employment.
12.4 THIRD-PARTY BENEFICIARIES. This Agreement does not create, and
shall not be construed as creating, any rights enforceable by any person not a
party to this Agreement.
12.5 WAIVER. The failure of either party hereto at any time to enforce
performance by the other party of any provision of this Agreement shall in no
way affect such party's rights thereafter to enforce the same, nor shall the
waiver by either party of any breach of any provision hereof be deemed to be a
waiver by such party of any other breach of the same or any other provision
hereof. Any modification or amendment of this Agreement by the Company and any
waiver or decision to be made by the Company hereunder may only be made pursuant
to an authorization to be made by not less than a majority of the members of the
Board other than Employee and any designee of Employee.
12.6 HIRING AT WILL. Any continuance of Employee's employment by the
Company after the term hereof shall be deemed a hiring at will (unless such
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continuance is the subject of a new written agreement) and shall be subject to
termination with or without cause by either party upon delivery of notice
thereof.
12.7 SECTION HEADINGS. The headings of the several sections in this
Agreement are inserted solely for the convenience of the parties and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.
12.8 NOTICES. All notices, requests and other communications hereunder
shall be in writing and shall be delivered by courier or other means of personal
service (including by means of a nationally recognized courier service or
professional messenger service), or sent by telex or telecopy or mailed first
class, postage prepaid, by certified mail, return receipt requested, in all
cases, addressed to:
Company:
Numex Corporation
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, #▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chairman of the Board
Employee:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
JSA Publishing
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
All notices, requests and other communications shall be deemed given on the date
of actual receipt or delivery as evidenced by written receipt, acknowledgement
or other evidence of actual receipt or delivery to the address. In case of
service by telecopy, a copy of such notice shall be personally delivered or sent
by registered or certified mail, in the manner set forth above, within three (3)
business days thereafter. Any party hereto may from time to time by notice in
writing served as set forth above designate a different address or a different
or additional person to which all such notices or communications thereafter are
to be given.
12.9 SEVERABILITY. All Sections, clauses and covenants contained in
this Agreement are severable, and in the event any of them shall be held to be
invalid by any court, this Agreement shall be interpreted as if such invalid
Sections, clauses or covenants were not contained herein.
12.10 GOVERNING LAW AND VENUE. This Agreement is to be governed by and
construed in accordance with the laws of California applicable to contracts made
and to be performed wholly within such State, and without regard to the
conflicts of laws principles thereof.
12.11 NON-TRANSFERABILITY OF INTEREST. None of the rights of Employee
to receive any form of compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary disposition or by the
laws of descent and
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distribution upon the death of Employee. Any attempted assignment, transfer,
conveyance, or other disposition (other than as aforesaid) of any interest in
the rights of Employee to receive any form of compensation to be made by the
Company pursuant to this Agreement or any of the other rights or the obligations
of Employee hereunder shall be void.
12.12 ATTORNEYS' FEES. Subject to the provisions of Section 10 hereof
with respect to arbitration, if any legal action, arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of any
alleged dispute, breach, default or misrepresentation in connection with this
Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs it incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.
12.13 GENDER. Where the context so requires, the use of the masculine
gender shall include the feminine and/or neuter genders and the singular shall
include the plural, and vice versa, and the word "person" shall include any
corporation, firm, partnership or other form of association.
12.14 COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
12.15 CONSTRUCTION. The language in all parts of this Agreement shall
in all cases be construed simply, according to its fair meaning, and not
strictly for or against any of the parties hereto. Without limitation, there
shall be no presumption against any party on the ground that such party was
responsible for drafting this Agreement or any part thereof.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date hereinabove set forth.
THE COMPANY
Numex Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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EMPLOYEE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
[EMPLOYMENT AGREEMENT]