EXHIBIT 99.5
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of October 12, 2005 (the "Agreement"), by and
between Paradigm Solutions International, Inc., a Maryland corporation having
its principal offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, the Company desires to employ and retain the Executive for the
term specified herein in order to advance the business and interests of the
Company on the terms and conditions set forth herein; and
WHEREAS, the Executive desires to provide his services to the Company in
such capacities, on and subject to the terms and conditions hereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. Employment and Term. Subject to all of the terms and conditions hereof,
the Company does hereby employ and agree to employ the Executive as its Director
of Product Development and Support for and during the Employment Term, as
defined below, and the Executive does hereby accept such employment. The term of
employment shall commence on October 16, 2005 (the "Effective Date") and shall
continue until October 15, 2008 unless earlier terminated as herein provided
(the "Employment Term"), and thereafter shall be renewed for additional terms of
one (1) year, unless either party provides the other with notice, as provided
for herein, at least ninety (90) days prior to the date the Employment Term
would otherwise renew, of that party's intention not to so renew such term.
2. Duties of Executive. The Executive shall, during the Employment Term
hereunder, perform the executive and administrative duties, functions and
privileges incumbent with the position of Director and such other duties as
reasonably determined by the Chief Executive Officer and the Board of Directors
of the Company from time to time. The Executive shall report to the Chief
Executive Officer of the Company, and if so elected, the Executive shall serve
as a member of the Board of Directors without additional compensation. The
Executive agrees to serve the Company faithfully, conscientiously and to the
best of his ability, and to devote substantially all of his business time to the
business and affairs of the Company, primarily with respect to its ▇▇▇▇▇
Technology Group ("BTG") operations (and, if requested by the Board of
Directors, any subsidiary or affiliate of the Company) so as to promote the
profit, benefit and advantage of the Company and, if applicable, any
subsidiaries or affiliates of the Company. The Executive agrees to accept the
compensation to be made to him under this Agreement as full and complete
compensation for the services required to be performed by, and the covenants of,
the Executive under this Agreement.
3. Location and Travel. The Executive shall not be required to relocate
outside the greater Altoona, Pennsylvania metropolitan area without his consent.
The Executive acknowledges, however, that significant domestic and international
travel may be required as part of his duties hereunder; and the Executive agrees
to undertake such travel as may be reasonably required by the business of the
Company from time to time.
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4. Compensation.
Base Salary. The Executive shall be paid Base Salary (as defined
herein) at the annual rate of one hundred twenty thousand dollars ($120,000) for
period of October 16, 2005 through October 15, 2006. The Executive shall be paid
Base Salary (as defined herein) at the annual rate of one hundred thirty-two
thousand dollars ($132,000) for period of October 16, 2006 through October 15,
2007. The Executive shall be paid Base Salary (as defined herein) at the annual
rate of one hundred forty-five thousand dollars ($145,000) for period of October
16, 2007 through October 15, 2008. All compensation shall be made in accordance
with the standard payroll practices of the Company, and whichever compensation
rate is applicable at a particular time is referred to herein as the "Base
Salary."
Bonus Compensation. The Executive shall be paid Bonus Compensation
(as defined herein) as a result of the Company's earnings associated with its
BTG operations. Specifically, the Executive shall receive a portion of a pool of
money equal to one fourth of the amount, if any, by which BTG's earnings before
interest, taxes, depreciation and amortization ("EBITDA") exceed the budgeted
amounts of EBITDA for each of the three, 12 month periods ended on October 31,
2008. The EBITDA calculation for the period ended November 30, 2006 shall be
adjusted for redirected employees and sales of the Company's products and
services in the same manner as is contemplated by Section 1.7 of the Merger
Agreement of even date herewith by and among the Company, Executive and others.
Such Bonus Compensation pool will be divided among those of the three former
principals of ▇▇▇▇▇ Technology Group then employed by the Company in proportion
to their respective individual Base Salary in relation to total combined Base
Salary of all such principals who are then still employed by the Company at the
end of the respective measurement period; provided, however, that if Executive
is not employed by the Company at the end of the applicable measurement period,
he shall share in the bonus pool, on a pro rata basis based on the portion of
the measurement period that he was so employed, unless he was terminated for
Cause or voluntarily resigned without Good Reason, in either of which events he
shall not share in the bonus pool. The three measurement periods, and their
respective EBITDA targeted amounts are as follows:
November 1, 2005 through October 31, 2006 $600,000 EBITDA
November 1, 2006 through October 31, 2007 $750,000 EBITDA
November 1, 2007 through October 31, 2008 $900,000 EBITDA
In the event that either the Executive's job duties and
responsibilities are directed away from the Company's BTG operations, or the
Company is no longer able to track the performance of the BTG operations, the
Executive and the Company shall work together in good faith to modify the
targeted amounts associated with the Bonus Compensation to provide the Executive
with an opportunity to earn a comparable amount of Bonus Compensation as a
result of his contribution associated with the performance by those of the
Company's operations with which the Executive was associated.
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Automobile Allowance. The Executive shall be paid an Automobile
Allowance as an addition to monthly Base Compensation in the amount of three
hundred fifty dollars ($350) per month for the term of this agreement. Mileage
reimbursement will also be provided to the Executive for business miles driven
in accordance with Company policy for reimbursed business expenses.
4.1. Regular Benefits. The Executive shall be entitled to
participate in any health insurance, accident insurance, hospitalization
insurance, life insurance, pension, or any other similar plan or benefit
provided by the Company to its executives or employees generally,
including, but not limited to any stock option plan, if and to the extent
that the Executive is eligible to participate in accordance with the
provisions of any such insurance, plan or benefit generally (such
benefits, collectively, the "Regular Benefits"). The Executive will be
provided such Regular Benefits ----------------- through those of the
▇▇▇▇▇ Technology Group benefit plans in existence prior to the date of
this Agreement until such time that transition to the Company's benefits
is undertaken. In any event, the Regular Benefits will be no less
favorable to Executive than the benefits previously provided to the
Executive by ▇▇▇▇▇ Technology Group prior to the date of this Agreement,
and will provide credit to Executive for years of service to the ▇▇▇▇▇
Technology Group prior to the date of this Agreement.
4.2. Vacation. The Executive shall be entitled to vacation as
provided in the Company's policies, such vacation to be taken at times
mutually agreeable to the Executive and the Company. The Executive shall
further be entitled to the number of paid holidays, and leaves for illness
or temporary disability in accordance with the policies of the Company for
its senior executives. The Executive will be provided vacation through the
▇▇▇▇▇ Technology Group "Paid Time Off" policy previously in existence
prior to the date of this Agreement until such time that transition to the
Company's vacation benefits plan is undertaken. The vacation benefits and
rate of benefit accrual received by Executive shall be no less favorable
to Executive than those provided to the Executive by ▇▇▇▇▇ Technology
Group prior to the date of this Agreement.
4.3. Term Life Insurance. The Company shall have the right
from time to time to purchase, modify or terminate insurance policies on
the life of the Executive for the benefit of the Company in such amount as
the Company shall determine in its sole discretion. In connection
therewith the Executive shall, at such time or times and at such place or
places as the Company may reasonably direct, submit himself to such
physical examinations and execute and deliver such documents as the
Company may deem necessary or desirable; provided, however, that the
eligibility of the Executive for, or the availability of, such insurance
shall not be deemed to be a condition of continued employment hereunder.
The Executive makes no representation to the Company as to his current or
future eligibility for insurance. The Executive may continue, at his own
option and expense, the life insurance (key man and buy/sell term
insurance) in force for the Executive prior to the date of this Agreement.
If Executive continues such insurance, he will also have all rights
associated with such policies and will take over policy ownership and
beneficiary designation.
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4.4. Expense Reimbursement. The Company shall reimburse
the Executive for all expenses reasonably incurred by him in connection
with the performance of his duties hereunder and the business of the
Company upon the submission to the Company of appropriate receipts
therefor, in accordance with the expense reimbursement policy of the
Company.
5. Termination and Severance Arrangements.
5.1. Termination by the Company. The Company may terminate
this Agreement at any time on or after October 16, 2005 by providing at
least thirty (30) days advance written notice to the Executive. In the
event that the Company terminates this Agreement (a) other than in
connection with a Change of Control, in which event Section 6 shall apply,
and (b) other than for Cause, in which event Section 5.3 shall apply, the
Company shall, notwithstanding such termination, in consideration for all
of the undertakings and covenants of the Executive contained herein,
continue to pay to the Executive the Base Salary and the Regular Benefits
for the balance of the three (3) year employment term as of the date of
such termination, but, in any event, not less than twelve months from the
date of such termination. In addition, in the event the Company terminates
this Agreement as described in the immediately preceding sentence, any and
all options granted to the Executive by the Company shall become
automatically and immediately vested and exercisable. In no event however,
shall the continuation of such payments during such post-termination
period be deemed to be employment hereunder for purposes of calculating
any bonus due to the Executive or for purposes of determining the vesting
or exercise period of any stock options granted hereunder, or otherwise.
5.2. Termination by Executive. The Executive may
terminate his employment for Good Reason and receive the payments and
benefits specified in Section 5.1 in the same manner as if the Company had
terminated his employment without Cause. For purposes of this Agreement,
"Good Reason" will exist if any one or more of the following occur:
5.2.1. Failure by the Company to honor any of its
material obligations under this Agreement, including, without limitation,
its obligations under Section 4 (Compensation), Section 10
(Indemnification) and Section 12.5 (Successor Obligations).
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5.2.2. Failure by the Company to honor its own code of
ethics related to the preparation of financial statements or any other
business practices.
5.2.3. Demotion in title or rank and/or diminution in
basic duties and responsibilities assigned to Executive or relocation of
Executive by more than 25 miles from the location set forth in Section 3.
5.3. Termination for Cause. Notwithstanding the Employment
Term, the Company may terminate the Executive for Cause, as defined below,
upon a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board of Directors (excluding the
Executive, if a director). In the event that the employment of the
Executive is terminated by the Company for Cause, no severance or other
post-termination payment shall be due or payable by the Company to the
Executive (except solely such Base Salary or other payments as may have
been accrued but not yet paid prior to such termination). For purposes
hereof, "Cause" shall mean: (a) the conviction with respect to any felony
or misdemeanor involving theft, fraud, dishonesty or misrepresentation;
(b) any material misappropriation, embezzlement or conversion of the
Company's or any of its subsidiary's or affiliate's property by the
Executive; (c) willful misconduct by the Executive in respect of the
material duties or obligations of the Executive under this Agreement; or
(d) a material breach by the Executive of any of his material obligations
hereunder, after written notice thereof and a reasonable opportunity of
thirty (30) days to cure the same, provided that the same is not caused by
the physical disability including mental disease or defect of the
Executive, in which event Section 5.4 shall apply.
5.4. Death or Disability. In the event that the employment of
the Executive by the Company is terminated by reason of the death of the
Executive or by reason of medical or psychiatric disability which prevents
the Executive from satisfactorily performing a material portion of his
duties for ninety (90) consecutive calendar days (a "Disability"), the
Company shall, promptly upon such termination, ---------- pay the
Executive an amount equal to three (3) months of Base Salary, in a single
lump sum. The Executive may continue, at his own option and expense, the
disability insurance in force for the Executive at time of acquisition and
to take over policy ownership and beneficiary designation.
6. Parachute Provisions.
6.1. Change of Control. For purposes of this Agreement, a
"Change of Control" shall be deemed to have occurred upon the occurrence
of any one or more of the following events.
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6.1.1. Any "person" or "group" (as such terms are used
in connection with Section 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act")) but excluding the Executive or any
employee benefit plan of the Company (a) is or becomes the "beneficial
owner" (as defined in Rule l3d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%)
or more of the combined voting power of the Company's outstanding
securities then entitled to vote for the election of directors, or (b)
acquires by proxy or otherwise fifty percent (50%) or more of the combined
voting securities of the Company having the right to vote for the election
of directors of the Company, for any merger or consolidation of the
Company, or for any other matter; provided, however, that a Change of
Control shall not be deemed to have occurred solely by reason of the
public ownership of fifty percent (50%) or more of the Common Stock of the
Company;
6.1.2. There shall be consummated without the consent of
the Executive (a) any consolidation, merger or recapitalization of the
Company or any similar transaction involving the Company, whether or not
the Company is the continuing or surviving corporation, (b) any sale,
lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all of the assets of the
Company or (c) the adoption of a plan of complete liquidation of the
Company (whether or not in connection with the sale of all or
substantially all of the Company's assets) or a series of partial
liquidations of the Company that is de jure or de facto part of a plan of
complete liquidation of the Company; provided that the divestiture of less
than substantially all of the assets of the Company in one transaction or
a series of related transactions, whether effected by sale, lease,
exchange, spin-off, sale of the stock or merger of a Subsidiary or
otherwise, or a transaction solely for the purpose of reincorporating the
Company in another jurisdiction, shall not constitute a Change in Control.
6.2. Rights on Change in Control. If within one year after, or
ninety (90) days prior to, a Change in Control of the Company, the Company
shall terminate the Executive's employment other than by reason of the
Executive's death or Disability or for Cause, the Company shall pay to the
Executive as compensation for services rendered, and take action to effect
the following steps, not later than the fifth business day after the date
of termination:
6.2.1. Pay the Executive's Base Salary through the date
of termination, any Regular Benefits and incentive compensation for the
fiscal year in which the termination occurs in accordance with any
arrangements then existing with the Executive and proportionate to the
period of the fiscal year which has expired prior to the termination; and
6.2.2. Pay a lump sum severance payment equal to the
Base Salary for the balance of the three year term of this Agreement then
remaining but in no event for less than twelve months.
6.2.3. Any and all options granted to the Executive
shall become automatically and immediately vested and exercisable.
6.2.4. Register, as soon as is reasonably practicable,
of those shares of capital stock of the Company then owned by the
Executive which have yet to be registered.
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7. Proprietary Rights.
7.1. Non Competition. The Executive covenants and agrees that
for so long as he shall be employed by the Company and for a period of one
(1) year from the date of the termination of such employment for any
reason (such period of time the "Restricted Period") the Executive shall
not directly or indirectly, own, manage, control, operate invest in or
become principal of employee of, director of, or consultant to, any
business, entity or venture which is competitive with the business of the
Company as conducted at such time; provided, however, that it shall not be
a violation of this Agreement for the Executive to have beneficial
ownership of less than five percent (5%) of the outstanding amount of any
class of securities of any enterprise (but without otherwise participating
in the activities of such enterprise) if such securities are listed on a
national securities exchange or quoted on an inter-dealer quotation
system.
7.2. Confidentiality. The Executive recognizes and acknowledges that
certain confidential business and technical information used by the Employee in
connection with his duties hereunder that includes, without limitation, certain
confidential and proprietary information relating to the designing, development,
construction and marketing of computer hardware software and services, is a
valuable and unique asset of the Company. Executive agrees that he shall at all
times maintain the confidentiality of the proprietary information and trade
secrets of the Company, and that he shall during the Restricted Period refrain
from disclosing any such information to the disadvantage of the Company.
7.2.1. During the Restricted Period the Executive shall not,
directly or indirectly (a) solicit, in competition with the Company, any person
who is a customer of any business conducted by the Company, or (b) in any manner
whatsoever induce, or assist others to induce, any supplier of the Company to
terminate its association with such entity or do anything, directly or
indirectly, to interfere with the business relationship between the Company, and
any of their respective current or prospective suppliers.
7.2.2. During the Restricted Period the Executive shall not,
directly or indirectly, solicit or induce any employee of the Company to
terminate his or her employment for any purpose, including without limitation,
in order to enter into employment with any entity which competes with any
business conducted by the Company
7.3. Ownership by Company. The Executive acknowledges and agrees
that any of his work product created, produced or conceived in connection with
his association with the Company shall be deemed work for hire and shall be
deemed owned exclusively by the Company. The Executive agrees to execute and
deliver all documents required by the Company to document or perfect the
Company's proprietary rights in and to the Executive's work product.
7.4. Remedies. It is expressly understood and agreed that the
services to be rendered hereunder by the Executive are special, unique, and of
extraordinary character, and in the event of the breach by the Executive of any
of the terms and conditions of this Agreement on his part to be performed
hereunder, or in the event of the breach or threatened breach by the Executive
of the terms and provisions of this Section 7 of this Agreement, then the
Company shall be entitled, if it so elects, to institute and prosecute any
proceedings in any court of competent jurisdiction, either in law or equity, for
such relief as it deems appropriate, including without limiting the generality
of the foregoing, any proceedings, to obtain damages for any breach of this
Agreement, or to enforce the specific performance thereof by the Executive.
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8. Market Standoff Agreement. The Executive hereby agrees that if so
requested by the Company or by any representative of any underwriters in
connection with any registration of the offering of any securities of the
Company under the Securities Act, the Executive shall not sell or otherwise
transfer any securities of the Company during the ninety-day period following
the effective date of a registration statement of the Company filed under the
Securities Act.
9. Director's and Officer's Liability Insurance. To protect Executive from
any liability, loss, claims, damages, or costs, including legal fees and costs,
prior to any public offering of any securities of the Company, the Company shall
purchase and maintain director's and officer's liability insurance (the "D&O
Insurance") in an amount not less than Two Million Dollars ($2,000,000), or in
such amount as is later agreed upon by Executive and Company.
10. Indemnification. As an employee, officer and director of the Company,
the Executive shall be indemnified against all liabilities, damages, fines,
costs and expenses by the Company in accordance with the indemnification
provisions of the Company's Certificate of Incorporation as in effect on the
date hereof, and otherwise to the fullest extent to which employees, officers
and directors of a corporation organized under the laws of the state of
incorporation of the Company may be indemnified pursuant to the laws of such
state, as the same may be amended from time to time (or any subsequent statute
of similar tenor and effect), subject to the terms and conditions of such
statute.
11. Independent Representation. The Executive acknowledges that he has had
the opportunity to seek independent counsel and tax advice in connection with
the execution of this Agreement, and the Executive represents and warrants to
the Company (a) that he has sought such independent counsel and advice as he has
deemed appropriate in connection with the execution hereof and the transactions
contemplated hereby, and (b) that he has not relied on any representation of the
Company as to tax matters, or as to the consequences of the execution hereof.
11.1. Neutral Construction. No party may rely on any drafts of
this Agreement in any interpretation of the Agreement. Each party to this
Agreement has reviewed this Agreement and has participated in its drafting
and, accordingly, no party shall attempt to invoke the normal rule of
construction to the effect that ambiguities are to be resolved against the
drafting party in any interpretation of this Agreement.
11.2. Attorney's Fees. In the event that either party hereto
commences litigation against the other to enforce such party's rights
hereunder, the prevailing party shall be entitled to recover all costs,
expenses and fees, including reasonable attorneys' fees (including
in-house counsel), paralegals, fees, and legal assistants' fees through
all appeals.
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12. General.
12.1. No Brokers. Each of the parties to this Agreement
represents and warrants to the other that it has not utilized the services
of any finder, broker or agent. Each of the parties agrees to indemnify
the other against any and all liabilities to any person, firm or
corporation claiming any fee or commission of any kind on account of
services rendered on behalf of such party in connection with the
transactions contemplated by this Agreement.
12.2. Applicable Law. This document shall in all respects be
governed by the laws of the State of Maryland. The parties acknowledge
that substantially all of the negotiations relating to this Agreement were
conducted in Maryland, and that this Agreement has been executed by both
parties in Maryland. Any legal suit, action or proceeding against any
party hereto arising out of or relating to this Agreement shall be
instituted in a federal or state court in ▇▇▇▇▇▇▇▇▇▇ County, Maryland, and
each party hereto waives any objection which it may now or hereafter have
to the laying of venue of any such suit, action or proceeding and each
party hereto irrevocably submits to the jurisdiction of any such court in
any suit, action or proceeding.
12.3. Rights Absolute. The Company's obligation to pay the
Executive the compensation specified herein shall be absolute and
unconditional and shall not be affected by any circumstance, including,
without limitation, any setoff, counterclaim, defense or other right which
the Company may have against the Executive or anyone else. All amounts
payable by the Company hereunder shall be paid without notice or demand.
12.4. No Offset. Except as expressly provided herein, the
Company waives all rights it my now have or may hereafter have conferred
upon it, by statute or otherwise, to terminate, cancel or rescind this
Agreement in whole or in part. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by
seeking other employment, and if Executive obtains such other employment,
any compensation earned by Executive pursuant thereto shall not be applied
to mitigate any payment made to Executive pursuant to this Agreement.
12.5. Successor Obligations. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of
the Company to expressly assume by written agreement and to agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place.
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12.6. Survival. The parties hereto agree that the covenants
contained in Section 7 hereof shall survive any termination of employment
by the Executive and any termination of this Agreement. In addition, the
parties hereto agree that any compensation or right which shall have
accrued to the Executive as of the date of any termination of employment
or termination hereof shall survive any such termination and shall be paid
when due to the extent accrued on the date of such termination.
12.7. Assignability. All of the terms and provisions contained
herein shall inure to the benefit of and shall be binding upon the parties
hereto and their respective heirs, personal representatives, successors
and assigns. The obligations of the Executive however, may not be
assigned, and the Executive may not, without the Company's written
consent, assign, transfer, convey, pledge, encumber, hypothecate or
otherwise dispose of this Agreement or any interest therein. Any such
attempted assignment or disposition shall be null and void and without
effect. The Company and the Executive agree that this Agreement and all of
the Company's rights and obligations hereunder may be assigned or
transferred by the Company to and may be assumed by and become binding
upon and may inure to the benefit of any affiliate of or successor to the
Company. The term "successor" shall mean, with respect to the Company or
any of its subsidiaries, and any other corporation or other business
entity which, by merger, consolidation, purchase of the assets, or
otherwise, acquires all or a material part of the assets of the Company.
Any assignment by the Company of its rights and obligations hereunder to
any affiliate of or successor shall not be considered a termination of
employment for purposes of this Agreement.
12.8. Notices. Any and all notices required or desired to be
given hereunder by any party shall be in writing and shall be validly
given or made to another party if delivered either personally, by telex,
facsimile transmission, same-day delivery service, overnight expedited
delivery service, or if deposited in the United States Mail, certified or
registered, postage prepaid, return receipt requested. If notice is served
personally, notice shall be deemed effective upon receipt. If notice is
served by telex or by facsimile transmission, notice shall be deemed
effective upon transmission, provided that such notice is confirmed in
writing by the sender within one day after transmission. If notice is
served by same day delivery service or overnight expedited delivery
service, notice shall be deemed effective the day after it is sent, and if
notice is given by United States mail, notice shall be deemed effective
five days after it is sent. In all instances, notice shall be sent to the
parties at the following addresses:
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If to the Company: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CEO
Paradigm Solutions International, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax:(▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CEO
If to the Executive: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax:(▇▇▇) ▇▇▇-▇▇▇▇
Any party may change its address for the purpose of receiving notices by a
written notice given to the other party.
12.9. Modifications or Amendments. No amendment, change or
modification of this document shall be valid unless in writing and signed
by all of the parties hereto.
12.10. Waiver. No reliance upon or waiver of one or more
provisions of this Agreement shall constitute a waiver of any other
provisions hereof.
12.11. Severability. If any provision of this Agreement as
applied to either party or to any circumstances shall be adjudged by a
court of competent jurisdiction to be void or unenforceable, the same
shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement. If any court construes any
of the provisions to be unreasonable because of the duration of such
provision or the geographic or other scope thereof, such court may reduce
the duration or restrict the geographic or other scope of such provision
and enforce such provision as so reduced or restricted.
12.12. Separate Counterparts. This document may be executed in
one or more separate counterparts, each of which, when so executed, shall
be deemed to be an original. Such counterparts shall, together, constitute
and shall be one and the same instrument.
12.13. Headings. The captions appearing at the commencement of
the sections hereof are descriptive only and are for convenience of
reference. Should there be any conflict between any such caption and the
section at the head of which it appears, the substantive provisions of
such section and not such caption shall control and govern in the
construction of this document.
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12.14. Specific Performance. It is agreed that the rights
granted to the parties hereunder are of a special and unique kind and
character and that, if there is a breach by any party of any material
provision of this Agreement, the other party would not have any adequate
remedy at law. It is expressly agreed, therefore, that the rights of the
parties hereunder may be enforced by an action for specific performance
and other equitable relief.
12.15. Further Assurances. Each of the parties hereto shall
execute and deliver any and all additional papers, documents and other
assurances, and shall do any and all acts and things reasonably necessary
in connection with the performance of their obligations hereunder and to
carry out the intent of the parties hereto.
12.16. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties with respect to the subject
matter of this Agreement, and any and all prior agreements or
representations are hereby terminated and canceled in their entirety.
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EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed this 12th day of October 2005, effective as of the date first
above written.
PARADIGM SOLUTIONS INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and Chief Operating Officer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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