EMPLOYMENT AGREEMENT OF MICHAEL PETERSON
OF
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
This
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 1, 2008
(the “Effective Date”), by and between ISI
Detention Contracting Group, Inc.,
a
corporation organized under the laws of California (“Employer”), and
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
an
individual residing in Orange, CA, (“Executive”) on the following terms and
conditions:
RECITALS:
This
Agreement is entered into with reference to the following facts:
A. Employer
has acquired substantially all of the assets of ▇▇▇▇▇▇▇▇ Detention Inc. (“PDI”)
pursuant to an Asset Purchase Agreement of even date herewith (the “Asset
Purchase Agreement”) ;
B. Prior
to
the consummation of the transactions contemplated by the Asset Purchase
Agreement, Executive was employed by PDI pursuant to an employment arrangement
pursuant to which Executive was entitled to certain compensation and
benefits;
C. Executive
is a principal shareholder in PDI and will receive significant benefits from
the
consummation of the transactions contemplated by the Asset Purchase Agreement;
D The
execution and delivery of this Agreement are conditions precedent to the
consummation of the transactions contemplated by the Asset Purchase Agreement,
and are inducements to ISI Security Group, Inc., a Delaware Corporation (“ISI
Delaware”), Argyle Security, Inc., a Delaware corporation (“Argyle”), both of
which are parent entities of the Employer, to facilitate the Asset Purchase
Agreement;
E.
The
execution and delivery of this Agreement benefits ISI Detention Contracting
Group, Inc., a Texas corporation (“ISI Texas”), an Affiliate of Employer, and to
facilitate this Agreement, ISI Texas enters into the Guaranty Agreement attached
to this Agreement;
F. Employer
desires to employ Executive in the capacity hereinafter stated, and Executive
desires to be employed by Employer in such capacity for the period and on the
terms and conditions set forth herein; and
G. All
capitalized terms, not otherwise defined in this Agreement, shall have the
meanings set forth in the Asset Purchase Agreement.
AGREEMENT
THEREFORE,
in consideration of the mutual covenants and agreements below, it is covenanted
and agreed by Employer and Executive as follows:
1. Recitals
Incorporated. The preceding Recitals are incorporated in the this Agreement
by this reference.
2. Employment
Period.
Employer hereby agrees to employ Executive as its General Manager, and
Executive, in such capacity, agrees to provide services to Employer for the
period beginning on the Effective Date and ending on the third anniversary
of
the Effective Date (the “Employment Period”). Thereafter, Executive’s employment
shall be at-will. For the entire Employment Period, and while he is employed
by
the Employer, Executive’s office will be located exclusively in Orange County,
California.
3. Performance
of Duties.
|
(a)
|
Executive
agrees that during the Employment Period, and while he is employed
by
Employer, he shall devote his full normal and customary working time,
energies and talents exclusively to serving in the capacity of General
Manager of Employer and will perform the duties set out in 2(b) below,
and
such other duties consistent with his position, as may be properly
assigned to him by the Chief Executive Officer and/or the Board of
Directors of Employer (the “Board”). He will carry out such duties
faithfully, efficiently and in a professional
manner.
|
|
(b)
|
The
duties of Employee shall include the following: Administration, Sales
and
Marketing, Engineering and Business
Oversight.
|
|
(c)
|
Subject
to Subparagraph 3(d) below, and in addition to the limitations imposed
upon Executive by the Restrictive Covenants contained in Paragraph
5,
Executive shall not during the Employment Period and while he is
employed
by the Employer, without prior written consent from the
Board:
|
|
(i)
|
serve
as, be a consultant to or employee, officer, manager, agent, or director
of, any corporation, partnership or other entity other than Employer
(other than civic, charitable, or other public service organizations)
if,
as determined at the reasonable discretion of the Board, such service,
employment, or position would have a material adverse effect upon
the
ability of Executive to perform his duties hereunder and Executive
is so
advised in writing and given a period of not less than ninety (90)
days to
cease; or
|
|
(ii)
|
have
more than a five percent (5%) ownership interest in any enterprise
other
than Employer if such ownership interest would have a material adverse
effect upon the ability of Executive to perform his duties hereunder,
and
the Executive is so advised in writing and given a period of not
less than
ninety (90) days to divest the
interest..
|
2
|
(d)
|
Notwithstanding
the generality of the foregoing, Executive may own all or any part
of PDI,
Employer, ISI Delaware, and Argyle or any other Affiliate of ISI
Delaware
or Argyle, and act as an officer or director of any of them, and
none of
such activities shall be deemed to violate any duty of trust,
confidentiality or non-usurpation of corporate opportunity, nor shall
they
violate any term or provision of this
Agreement.
|
4. Compensation.
Subject
to the terms and conditions of this Agreement, during the Employment Period,
Executive shall be compensated by Employer for his services as
follows:
|
(a)
|
Executive
shall receive, for each consecutive twelve (12) month period beginning
on
the Effective Date and ending on each anniversary thereof, a rate
of pay
equal to $291,000.00 per year. Such compensation shall be payable
in
substantially equal monthly or more frequent installments and subject
to
customary tax withholding. During the Employment Period, Executive’s
annual salary rate shall be increased by the Board, effective on
or before
each anniversary of the Effective Date, by an amount of at least
the
amount of change in the Consumer Price Index for “Los Angeles - Riverside
- Orange County, CA - All Items (not seasonally adjusted)”, during the
immediately preceding year, when compared to the same index for the
same
region for the calendar year two years prior, as published by the
U.S.
Department of Labor Bureau of Labor
Statistics.
|
|
(b)
|
Executive
shall be entitled to receive incentive compensation payments in accordance
with the discretionary bonus plan of Employer or ISI Texas, whichever
is
more beneficial to Executive.
|
|
(c)
|
Executive
shall be entitled to participate in all executive benefit plans maintained
by Employer (or ISI Texas, whichever is more beneficial to Executive)
on
substantially the same terms and conditions as other executives of
Employer (or ISI Texas, whichever is more beneficial to Executive)
including, but not limited to all health plans, insurance, retirement,
deferred compensation and other plans and programs generally available
to
such executives of Employer (or ISI Texas, whichever is more beneficial
to
Executive).
|
|
(d)
|
Executive
shall receive at least three (3) weeks paid vacation per year, provided,
however, that such vacation shall be scheduled and taken in accordance
with Employer’s standard vacation policies applicable to Employer’s other
executives (or those of ISI Texas, whichever is more beneficial to
Executive). Executive shall also be entitled to all other holiday
and
leave pay generally available to Employer’s other executives (or the
executives of ISI Texas, whichever is more beneficial to
Executive).
|
3
|
(e)
|
Employer
will provide Executive with a company credit card to be used by Executive
to pay for expenses incurred in connection with the performance of
his
duties for the Company. Such expenses shall include, but not be limited
to, hotels, meals, airline tickets (on a business class basis), other
transportation, automobile rentals and other similar charges. Said
credit
card will be issued to Executive after he has executed the standard
reimbursement agreement required of an
executive.
|
|
(f)
|
In
the event Executive consents to a relocation requiring a move of
residence, Employer shall advance or reimburse Executive, on a grossed-up
basis at Executive’s marginal tax rate, for all moving, house-hunting,
temporary housing, and real estate transaction costs for both sale
and
purchase on a fully grossed-up, after-tax
basis.
|
|
(g)
|
Executive
shall be reimbursed by Employer for all reasonable business, promotional,
travel and entertainment expenses incurred or paid by Executive during
the
Employment Period in the performance of his services under this Employment
Agreement. In order that Employer reimburse Executive for such allowable
expenses, Executive shall furnish to Employer, in a timely fashion,
appropriate documentation required by the Internal Revenue Code in
connection with such expenses and shall furnish such other documentation
and accounting as Employer may from time to time reasonably request.
As
used herein the term “Internal Revenue Code” shall mean the Internal
Revenue Code of 1986, as now or hereafter amended, and the regulations
and
revenue rulings and procedures issues pursuant thereto from time
to
time.
|
5. Restrictive
Covenants.
Executive acknowledges and agrees that:
|
(a)
|
After
this Agreement is signed by both parties, Employer shall disclose
to
Executive certain of Employer’s confidential,
proprietary, and/or trade secret information in
connection with the performance of his
duties.
|
|
(b)
|
Executive
is a principal shareholder and senior executive officer of PDI with
major
responsibility for the operation, development, and growth of its
business
prior to its sale of substantially all of its assets, including its
substantial goodwill, to Employer. Executive, acknowledges and agrees
that
his employment by Employer in a similar capacity, effective immediately
as
of the closing of the Asset Purchase Agreement, is intended to preserve
and maintain such goodwill;
|
|
(c)
|
Employer
has agreed to disclose to Executive, and Executive’s work for Employer
will routinely bring him into close contact with, confidential,
proprietary, and/or trade secret information of Employer and its
customers; and
|
4
|
(d)
|
The
agreements and covenants contained in this Paragraph 5 are essential
to
protect the business interests of Employer and Employer will not
enter
into this Agreement but for such agreements and covenants. Accordingly,
Executive covenants and agrees to the
following:
|
|
(i)
|
Confidential
Information. Except as may be required by the lawful order of a court,
regulatory body or similar agency of competent jurisdiction, and
at the
sole cost and expense of the Employer, if any, unless disclosed with
the
Employer’s permission, Executive agrees to keep secret and confidential,
during the Employment Period and while he is employed by Employer,
all
confidential non-public information of Employer, and its respective
Affiliates that was acquired by, or disclosed to, Executive during
the
course of his employment by Employer or any of its Affiliates, including
information relating to customers (including, without limitation,
credit
history, repayment history, financial information and financial
statements), costs, operations, financial data and plans, and employee
information, whether past, current or planned, and not to disclose
the
same, either directly or indirectly, to any other person, firm or
business
entity, or to use it in any way; provided, however, that the provisions
of
this Subparagraph 5(d)(i) shall not apply to information that: (A)
was, is
now, or becomes generally available to the public (but not as a result
of
a breach of any duty of confidentiality by which Executive is bound);
(B)
was disclosed to Executive by a third party (other than PDI) not
subject
to any duty of confidentiality to Employer prior to its disclosure
to
Executive; (C) was known to Executive prior to his employment from a
source other than his employment, ownership of, or relationship with
PDI,
(D) is disclosed by Executive in the ordinary course of Employer’s
business as a proper part of his employment in connection with
communications with customers, vendors and other proper parties,
provided
that it is for a proper business purpose solely for the benefit of
Employer. During the Employment Period and while he is employed by
Employer, Executive further agrees that he shall not make any statement
or
disclosure that is intended by Executive to be detrimental to Employer
or
any of its Affiliates.
|
|
(ii)
|
Non-Competition.
|
|
(A)
|
Executive
agrees that for the period commencing on the Effective Date and ending
on
the date on which Executive’s employment with Employer is terminated for
any reason or no reason (the “Non-Competition Period”), Executive shall
not directly or indirectly, alone or as a partner, officer, director,
manager, employee, consultant, agent, independent contractor, member
or
stockholder of any person or entity (“Person”), engage in any business
activity in North America that is directly or indirectly in competition
with the Business of Employer or which is known by Executive to be
detrimental to the Business or business plans of Employer or its
Affiliates; provided, however, that the record or beneficial ownership
by
Executive or his immediate family members of five percent (5%) or
less of
the outstanding publicly traded capital stock of any company for
investment purposes shall not be deemed to be in violation of this
Subparagraph 5(d)(ii) so long as Executive is not an officer, director,
manager, employee or consultant of such Person. The “Business” of Employer
shall mean providing construction materials, design, engineering,
procurement, installation, maintenance and related goods and services
to:
(x) the detention facilities construction and renovation industry;
(y) the
industrial/commercial controls and fire and security alarm industry;
and
(z) the access control and security observation industry, and other
related businesses. Executive further agrees that during the
Non-Competition Period, he shall not in any capacity, either separately
or
in association with others: (1) employ or solicit for employment
or
endeavor in any way to entice away from employment with Employer
or its
Affiliates (a) any current employee of Employer or its Affiliates
or (b)
any Person who was employed by Employer or its Affiliates in any
preceding
12-month period; (2) solicit, induce or influence any supplier, customer,
agent, consultant or other Person that has a business relationship
with
Employer to discontinue, reduce or modify such relationship with
Employer;
nor (3) solicit or enter into negotiations with any of Employer’s
identified potential acquisition
candidates.
|
5
|
(B)
|
Executive
understands that the foregoing restrictions may limit his ability
to
engage in a business similar to Employer’s Business for the duration of
the Non-Competition Period, but acknowledges that he will receive
sufficiently high remuneration and other benefits to justify such
restriction as an employee of Employer pursuant to this
Agreement.
|
|
(C)
|
Notwithstanding
the generality of any other provision of this Agreement, during the
Non-Competition Period, it shall not be a violation of Subparagraph
3(c)
or this Paragraph 5 for Executive to (i) be an owner, partner, officer,
director, manager, employee, consultant, agent, independent contractor,
member or stockholder of any person or entity that does not compete
with
the Business of Employer or (ii) make unlimited investments with
other
family members in any person or entity that does not compete with
the
Business of Employer.
|
6
|
(iii)
|
Remedies.
If Executive breaches any of the provisions contained in Subparagraphs
5(d)(i) or 5(d)(ii) (the “Restrictive Covenants”), Employer shall have the
following rights and remedies, each of which shall be enforceable,
and
each of which is in addition to, and not in lieu of, any other rights
and
remedies available to Employer at law or in
equity.
|
|
(A)
|
Executive
shall account for and pay over to Employer all compensation, profits,
and
other benefits which inure to Executive’s benefit which are derived or
received by Executive or any person or business entity controlled
by
Executive, resulting from any action or transactions constituting
a breach
of any of the Restrictive
Covenants.
|
|
(B)
|
Notwithstanding
the provisions of Subparagraph 5(d)(iii)(A) above, Executive acknowledges
and agrees that in the event of a violation or Executive’s threatened
violation of any of the Restrictive Covenants, Employer shall have
no
adequate remedy at law and shall therefore be entitled to enforce
each
such provision by temporary or permanent injunction or mandatory
relief
obtained in any court of competent jurisdiction without the necessity
of
proving damages, posting any bond or other security, and without
prejudice
to any other rights and remedies that may be available at law or
in
equity, and Employer shall also be entitled to recover its attorneys’ fees
and costs incurred to enforce any of the Restrictive Covenants from
Executive.
|
|
(iv)
|
Severability.
If any of the Restrictive Covenants, or any part thereof, are held
to be
invalid or unenforceable, the same shall not affect the remainder
of the
covenant or covenants, which shall be given full effect, without
regard to
the invalid or unenforceable portions. Without limiting the generality
of
the foregoing, if any of the Restrictive Covenants, or any part thereof,
are held to be unenforceable because of the duration of such provision
or
the area covered thereby, the parties hereto agree that the court
making
such determination shall have the power to reduce the duration and/or
area
of such provision and, in its reduced form, such provision shall
then be
enforceable.
|
7
|
(v)
|
Proprietary
Rights. Executive acknowledges and agrees that all know-how, documents,
reports, plans, proposals, marketing and sales plans, client lists,
employee files, client files, and any materials made by Executive
or by
Employer during the period of Executive’s employment are the property of
Employer and shall not be used by Executive in any way adverse to
Employer’s interests while he is so employed by Employer.
|
6. Termination
and Compensation Due Upon Termination. Executive’s right to compensation for
the period after the date Executive’s employment with Employer terminates shall
be determined in accordance with the following:
|
(a)
|
Termination
Without Cause. In the event Employer terminates Executive’s employment
during the Employment Period without Cause, Employer shall pay Executive
compensation, incentive compensation and benefits as specified in
Paragraph 4 through the earlier of eighteen (18) months or the balance
of
the Employment Period, during which time Executive shall be entitled
to:
|
|
(i)
|
receive
payment of his salary in accordance with the provisions of Subparagraph
4(a) ;
|
|
(ii)
|
receive
payment of any incentive compensation payments that otherwise would
have
been payable to Executive under Subparagraph 4(b); and
|
|
(iii)
|
continued
participation in the group health insurance plans of Employer as
specified
in Subparagraph 4(c) at Employer’s
expense.
|
|
(b)
|
Voluntary
Resignation. Executive may terminate his employment with Employer
for any
reason (or no reason at all) at any time by giving Employer ninety
(90)
days prior written notice of voluntary resignation; provided, however,
that Employer may decide that Executive’s voluntary resignation be
effective immediately upon notice of such resignation. Employer shall
have
no obligation to make payments to Executive in accordance with the
provisions of Paragraph 3 for periods after the date on which Executive’s
employment terminates due to Executive’s voluntary resignation, including
in the event Employer accelerates the effectiveness of the resignation
in
accordance with this Subparagraph 6(b).
|
|
(c)
|
However,
for purposes of this Paragraph 6, if Executive resigns within 90
days
following the occurrence of one of the following events, Executive
shall
be deemed to be Terminated without Cause in accordance with Subparagraph
6(a):
|
|
(i)
|
Executive’s
duties are materially reduced from those described in Paragraph 3;
|
8
|
(ii)
|
the
relocation of Executive’s office outside Orange County, California without
Executive’s consent;
|
|
(iii)
|
a
material breach of any of the provisions of this Agreement by the
Employer;
|
|
(d)
|
Termination
for Cause. Employer shall have no obligation to make payments to
Executive
in accordance with the provisions of Paragraph 4 or otherwise for
periods
after Executive’s employment with Employer is terminated because of
Executive’s termination for Cause. For purposes of this Paragraph 6,
Executive shall be considered terminated for “Cause” if he is discharged
by Employer on account of the occurrence of one or more of the following
events:
|
|
(i)
|
Executive
becomes habitually addicted to drugs or alcohol, as confirmed by
the
written opinion of a medical doctor;
|
|
(ii)
|
Executive
intentionally discloses confidential information in violation of
Subparagraph 5(d)(i) or engages in any action in violation of Subparagraph
5(d)(ii).
|
|
(iii)
|
Employer
is directed by regulatory or governmental authorities to terminate
the
employment of Executive or Executive intentionally engages in activities
that cause actions to be taken by regulatory or governmental authorities
that have a material adverse effect on
Employer;
|
|
(iv)
|
Executive
is convicted of a felony crime (other than a felony resulting from
a minor
traffic violation);
|
|
(v)
|
Executive
flagrantly disregards his duties under this Agreement after (A) written
notice has been given to Executive by the Board that it views Executive
to
be flagrantly disregarding his duties under this Agreement and (B)
Executive has been given a period of ten (10) days after such notice
to
cease such misconduct. However, no notice or cure period shall be
required
hereunder if Executive’s disregard of his duties has materially and
adversely affected Employer or is illegal
;
|
|
(vi)
|
Executive
commits an act of fraud against Employer, violates a duty of loyalty
to
Employer, or violates an obligation owed to Employer pursuant to
Paragraphs 3 or 5 hereof.
|
9
|
(d)
|
In
the event Employer attempts to terminate Executive’s employment pursuant
to Subparagraph 6(c) and it is ultimately determined that the Employer
lacked Cause, the provisions of Subparagraph 6(a) shall apply and,
in
addition to any other remedies that Executive may have, Executive
shall be
entitled to receive the payments called for by Subparagraph 6(a)
with
interest on any past due payments at the rate of ten percent (10%)
per
year from the date on which the applicable payment would have been
made,
plus Executive’s costs and expenses (including but not limited to
reasonable attorneys’ fees) incurred in connection with such dispute and
interest thereon at the rate of ten percent (10%) per year from the
date
incurred by the Executive.
|
|
(e)
|
Employer
shall have no obligation to make payments to Executive in accordance
with
the provisions of Paragraph 4 for periods after the date of Executive’s
employment with Employer terminates on account of disability, except
payments due and owing through the effective date of termination.
For
purposes of this Subparagraph 6(e), determination of whether Executive
is
disabled shall be determined in accordance with Employer’s long term
disability plan (if any) and applicable
law.
|
|
(f)
|
Employer
shall have no obligation to make payments to Executive in accordance
with
the provisions of Paragraph 4 for periods after the date of Executive’s
death, except payments due and owing as of such
date.
|
7. Indemnification.
Executive shall be defended, held harmless by and indemnified by Employer to
the
fullest extent permitted by applicable law (including, but not limited to
payment of all legal fees and costs and by counsel reasonably satisfactory
to
him) against claims asserted against him by third parties, arising out of,
or
related to, the business of the Employer or Executive’s services for Employer or
its Affiliates, where such services were within the scope of authority of
Employee, or specifically authorized in advance by Employer. However, Employer
shall have no obligation to defend, indemnify or hold Executive harmless from
any claims relying in whole or in part upon any intentionally tortious, grossly
negligent or fraudulent conduct by Executive. This duty of indemnification
shall
survive the termination of this Agreement for a period of two years.
8. Assignment
and Successors.
This
Agreement is personal in its nature and neither of the parties shall, without
the written consent of the other, which may be given or withheld in the absolute
discretion of each, assign, delegate or otherwise transfer this Agreement or
any
rights or obligations hereunder; provided, however, that in the event of a
merger, consolidation, transfer or sale of all or substantially all of the
assets or other reorganization of the Employer with or to any other
individual(s) or entity, this Agreement shall, subject to the provisions hereof,
be binding upon and inure to the benefit of such successor and such successor
shall discharge and perform all the promises, covenants, duties and obligations
of the Employer hereunder; provided, however, Employer shall continue to remain
obligated hereunder.
10
9. Governing
Law.
THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF TEXAS WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS OR
ANY
OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION. ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS
AGREEMENT MUST BE INSTITUTED IN THE STATE OR FEDERAL COURTS LOCATED IN BEXAR
COUNTY, TEXAS, TO THE JURISDICTION OF WHICH EACH OF THE PARTIES HEREBY EXPRESSLY
AND IRREVOCABLY AGREES TO SUBMIT. THE PARTIES AGREE TO ENTER INTO MEDIATION
PRIOR TO TRIAL IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING
TO
THIS AGREEMENT.
10. Entire
Agreement.
This
Agreement embodies the entire agreement of the parties respecting the matters
within its scope. This Agreement supersedes all prior agreements of the parties
on this subject matter . Any prior negotiations, correspondence, agreements,
proposals or understandings relating to the subject matter shall be deemed
to be
merged into this Agreement and to the extent inconsistent herewith, such
negotiations, correspondence, agreements, proposals or understandings shall
be
deemed to be of no force or effect. There are no representations, warranties
or
agreements, whether express or implied, or oral or written, with respect to
the
subject matter , except as set forth herein.
11. Modifications.
This
Agreement shall not be modified by any oral agreement, either express or
implied, and all modifications shall be in writing and signed by the parties
.
12. Waiver.
Failure
to insist upon strict compliance with any of the terms, covenants or conditions
shall not be deemed a waiver of such terms, covenant or condition, nor shall
any
waiver or relinquishment of, or failure to insist upon strict compliance with,
any right or power at any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times. All waivers shall be in
writing and signed by Executive and Employer.
13. Number
and Gender.
Where
the context requires, the singular shall include the plural, the plural shall
include the singular, and any gender shall include all other
genders.
14. Headings.
The
section and paragraph headings in this Agreement are for the purpose of
convenience only and shall not limit or otherwise affect any of its terms
.
15. Waiver
of Jury Trial.
The
parties acknowledge that they are hereby waiving any right to trial by jury
in
any action, proceeding or counterclaim brought by either of the parties against
the other in connection with any matter whatsoever arising out of or in any
way
connected with this Agreement or Executive’s Employment.
16. Attorneys’
Fees.
Executive and the Employer agree that in any dispute resolution proceedings
arising out of this Agreement, the prevailing party shall be entitled to its
or
his reasonable attorneys’ fees and costs incurred by it or him in connection
with resolution of the dispute, in addition to any other relief
granted.
17. Severability.
In the
event that it is determined that any portion of this Agreement is in violation
of any statute or public policy, then only the portions of this Agreement which
violate such statute or public policy shall be stricken, and all portions of
this Agreement which do not violate any statute or public policy shall continue
in full force and effect. Furthermore, any determination striking any portion
of
this Agreement shall be done as narrowly as possible so as to give as much
effect as possible to the intentions of the parties under this
Agreement.
11
18. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original and all of which together shall constitute one and the same
document .
19. Notices.
All
notices and other communications provided for in the Agreement shall be in
writing and will be deemed duly given (a) when delivered by hand, (b) two
days after being given to an express courier with a reliable system for tracking
delivery, (c) when sent by confirmed facsimile with a copy sent by another
means specified in this provision or ((d) five days after the day of
mailing, when mailed by registered or certified mail, return receipt requested,
postage prepaid, and addressed as set forth below. A party may from time to
time
change its address or designee for notification purposes by giving the other
written notice of the new address or designee and the date upon which it will
become effective.. The addresses for such notices shall be:(a) If
to
Executive, at the address set forth in the preamble immediately following
Executive’s name.
|
(b)
|
If
to Employer, to it at:
|
ISI
Detention Contracting Group, Inc., a California
corporation
Attention:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and the Board of Directors
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel:
▇▇▇.▇▇▇.▇▇▇▇
Fax:
▇▇▇.▇▇▇.▇▇▇▇
20. Time
of the Essence.
Time is
expressly made of the essence with respect to each and every provision of the
Agreement.
21.
Inurement.
Except
as otherwise specified herein, no Person, other than the parties (and
Executive’s estate upon his death, including his personal representative,
administrator or heirs), shall have any rights under or interest in this
Agreement or its subject matter.
12
Executive
and Employer have executed this Agreement as of the Effective Date.
| “EXECUTIVE” | ||
| |
|
|
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
||
|
“EMPLOYER”
ISI
Detention Contracting Group, Inc.
a
California corporation
|
||
| |
|
|
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
|
▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
CEO
|
||
Guaranty
Agreement
ISI
Detention Contracting Group, Inc., a Texas corporation, an Affiliate of
Employer, and which benefits from the Asset Purchase Agreement and the
Employment Agreement, guarantees each and every promise and covenant, and the
performance of each and every duty and obligation of Employer contained in
the
Employment Agreement.
|
ISI
Detention Contracting Group, Inc.
a
Texas corporation
|
||
| |
|
|
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
|
▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
CEO
|
||
(Signature
page to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Employment Agreement)
13