EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is dated as of
_____________, between International Logistics Limited, a Delaware
corporation (the "COMPANY"), and _____________ (the "EXECUTIVE").
1. EMPLOYMENT. The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to be employed by the Company, on
the terms and conditions set forth herein.
2. TERM. The employment of the Executive by the Company as
provided in Section 1 will commence on the date hereof and terminate at 12:01
a.m. on _____________ (the "EXPIRATION DATE") unless sooner terminated as
hereinafter provided (such period, the "EMPLOYMENT PERIOD"). No later than
_______________, the Company shall provide the Executive with written notice
as to whether (a) the Company intends to renew the Agreement (including
proposed terms for such renewal which the Executive may accept, reject or
negotiate, at his discretion), or (b) the Agreement will be terminated at the
conclusion of the Employment Period.
3. POSITION, DUTIES AND RESPONSIBILITIES.
(a) POSITION. The Executive hereby agrees to serve
as_____________________________________________________________ of the
Company. The Executive shall devote his best efforts and his full business
time and attention to the performance of services to the Company in his
capacity as an officer thereof and as may reasonably be requested by the
Board of Directors of the Company (the "BOARD"). The Company shall retain
full direction and control of the means and methods by which the Executive
performs the above services.
(b) PLACE OF EMPLOYMENT. Unless the parties agree otherwise
in writing, during the term of this Agreement, the Executive shall perform
the services required by this Agreement at the offices of
_________________________________, or at such other location(s) as may be
prescribed by the Company; PROVIDED, HOWEVER, that no sooner than eighteen
months and no later than 24 months from the date of this Agreement, the
Executive shall perform the services required by this Agreement at the
Company's principal offices in Hillside, Illinois. It is agreed that the
Executive will be prepared to travel extensively in support of the companies
objectives and while based at ______________________ will be expected to
travel Tuesday through Thursday on a weekly basis.
(c) OTHER ACTIVITIES. Except with the prior written
approval of the Board (which the Board may grant or withhold in its sole
discretion), the Executive, during the
Employment Period, will not (i) accept any other employment, (ii) serve on
the board of directors or similar body of any other business entity, or (iii)
engage, directly or indirectly, in any other business activity (whether or
not pursued for pecuniary advantage) that is or may be competitive with, or
that might place in a competing position to, that of the Company or any of
its affiliates.
4. COMPENSATION AND RELATED MATTERS.
(a) SALARY. During the Employment Period, the Company shall
pay the Executive a salary of not less than $_________ per year, to be paid
consistent with the standard payroll practices of the Company (E.G., timing
of payments and standard employee deductions, such as income tax
withholdings, social security, etc.).
(b) BUSINESS EXPENSES. The Company shall reimburse the
Executive in connection with the conduct of the Company's business upon
presentation of sufficient evidence of such expenditures consistent with the
Company's policies as in place from time to time.
(c) OTHER BENEFITS. The Executive shall be entitled to
participate in or receive health, welfare, life insurance in the amount of
$_______, long-term disability insurance, bonus plan, 401(k), non-qualified
plan and similar benefits as the Company provides generally from time to time
to its executives. Nothing herein, however, is intended, or shall be
construed to require the Company to institute or continue any, or any
particular, plan or benefits.
(d) BONUS. The Executive shall have the opportunity to
receive additional performance-based cash bonus compensation (the "Cash
Incentive Compensation") of up to _____ percent (__%) of the Executive's
annual salary for each fiscal year upon the satisfaction of certain financial
targets, based on the targets agreed by the Board for ILL and consistent with
those agreed for the Chief Executive Officer and other clearly defined
management objectives (the "Cash Incentive Objectives") to be agreed upon
annually between the Executive and the Company. For the Company's 1997
fiscal year, the Cash Incentive Objectives shall be agreed upon within thirty
(30) days of the date hereof, and, for each subsequent fiscal year, the Cash
Incentive Objectives shall be agreed upon no later than thirty (30) days
following the commencement of such fiscal year. In addition, the Executive
shall have the opportunity to receive additional performance-based equity
compensation (the "Equity Incentive Compensation") each fiscal year
consisting of warrants to purchase up to _____ shares of the Company's common
stock upon the satisfaction of certain financial and strategic targets (the
"Equity Incentive Objectives") to be
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agreed upon annually between the Executive and the Company. For the
Company's 1997 fiscal year, the Equity Incentive Objectives shall be agreed
upon within sixty (60) days of the date hereof, and, for each subsequent
fiscal year, the Equity Incentive Objectives shall be agreed upon no later
than thirty (30) days following the commencement of such fiscal year. If the
Equity Incentive Objectives are not fully achieved for any fiscal year, then
no Equity Incentive Compensation shall be due or payable to the Executive
unless the Board, in its sole discretion, chooses to grant all or any part of
such Equity Incentive Compensation to the Executive (it being understood that
the Board shall be under no obligation to make any such grant). The warrants
vest on issuance and will be issued subject to the price and other customary
terms set forth in the warrant agreement with respect thereto and will also
be subject (as will any equity received upon warrant exercise) to a
subscription agreement executed by the Executive and the Company in
connection with such issuance containing investor representations, buy-back
provisions and other customary terms. With respect to the terms and
conditions of the Executive's purchase and ownership of any such warrants,
anything in this Agreement to the contrary notwithstanding, the parties
hereto intend that all of the terms, conditions and provisions of the
subscription agreement, with respect to the Executive's purchase and
ownership of any such warrants, shall remain in full force and effect. To
the extent that this Agreement is deemed to be inconsistent in any way with
the subscription agreement regarding the terms and conditions of the
Executive's purchase and ownership of any such warrants, then the terms,
conditions and provisions of the subscription agreement shall prevail to the
extent of such inconsistency. Such cash and equity incentives will be paid
in accordance with standard company policy and in any event no later than
March 15 following the end of each fiscal year.
(e) AUTOMOBILE. The Company shall provide the Executive
with an annual automobile allowance of $12,000, payable in equal installments
on a monthly basis.
(f) VACATION. The Executive will be entitled to four
vacation weeks in each calendar year. The Executive will be entitled to all
Company holidays.
(g) WARRANTS. The Company shall provide the Executive with
warrants for ______ shares of Company stock. The warrants will be issued
with an exercise strike price of $__ and shall be subject to increases in
strike price, vesting and other customary terms set forth in the warrant
agreement with respect thereto and will also be subject (as will any equity
received upon warrant exercise) to a subscription agreement executed by the
Executive and the Company in connection with such issuance containing
investor representations, buy-back provisions and other customary terms.
With respect to the terms and conditions of the
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Executive's purchase and ownership of any such warrants, anything in this
Agreement to the contrary notwithstanding, the parties hereto intend that all
of the terms, conditions and provisions of the subscription agreement, with
respect to the Executive's purchase and ownership of any such warrants, shall
remain in full force and effect. To the extent that this Agreement is deemed
to be inconsistent in any way with the subscription agreement regarding the
terms and conditions of the Executive's purchase and ownership of any such
warrants, then the terms, conditions and provisions of the subscription
agreement shall prevail to the extent of such inconsistency.
With respect to any warrants issued to the Executive pursuant to
this Section 4(g), the Company will use its best reasonable efforts to cause
the warrents (or their equivalents) to be issued such that the Executive
shall have no liability for income taxes upon the vesting of such warrants.
In the event that the Internal Revenue Service determines that the vesting of
the warrants results in an income tax liability to the Executive, the Company
shall reimburse the Executive for any such income taxes and the interest and
penalties relating thereto but only to the extent that such taxes, interest
and penalties would not have otherwise been incurred or imposed upon the
ultimate sale or disposition by the Executive of such warrants or the shares
exercisable therefore. If, upon the vesting of the warrants issued to the
Executive pursuant to this Section 4(g), (i) the Executive is determined by
the Internal Revenue Service to be liable for any income taxes and (ii) such
income taxes, if not then due and payable by the Executive, would be due and
payable by the Executive upon the ultimate sale or disposition by the
Executive of such warrants or the shares exercisable thereunder, then the
Company will lend the Executive the amount necessary to presently pay such
income taxes and any interest or penalties assessed to the Executive in
connection therewith. Such loan by the Company shall be secured by a
promissory note delivered by the Executive at the time of such loan and
payable to the Company. The promissory note will (i) be secured by the
warrants issued to the Executive pursuant to this Section 4(g) and the shares
exercisable thereunder, (ii) have a face value identical to the amount of
such loan, (iii) incur interest at a rate of five percent (5%) per year
accruing annually, (iv) become due and payable immediately upon any sale or
other disposition by the Executive, whether in whole or in part, of such
warrant or the shares exercisable thereunder.
(h) RELOCATION EXPENSES. In connection with the Executive's
relocation to the Hillside, Illinois area, the Executive shall be entitled to
reimbursement for (i) the reasonable expenses for moving household goods by
the Executive in connection with the Executive's relocation to the Hillside,
Illinois area, (ii) the customary commission paid by the Executive in
connection with the sale of his current, primary residence, (iii) the
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customary commission paid by the Executive in connection with the purchase of
a residence in the Hillside, Illinois area and surrounding vicinity (within
50 miles), (iv) financing fees, up to one and one half points, in connection
with the Executive's purchase of a residence in the Hillside, Illinois area,
(v) the customary and reasonable costs of appraisals paid by the Executive in
connection with the sale of his current, primary residence and the purchase
of a residence in the Hillside, Illinois area, and (vi) reasonable travel
expenses incurred by the Executive for the transportation of the Executive
and his immediate family for house hunting trips and from the Executive's
current, primary residence to the Executive's new residence in the Hillside,
Illinois area. If necessary, the Company shall purchase the Executive's
current residence at its fair market value pursuant to the terms of that
certain Prudential Resources Management Relocation Agreement by and between
the Company and Prudential Residential Services, Limited Partnership. Except
as set forth above, the Executive will bear all expenses, costs and capital
losses associated with his relocation.
(i) The Company shall provide the Executive with the necessary
office equipment including laptop PC, cellular phone, pager and fax machine
for home use. The Executive shall reimburse the Company for all non-business
calls made on Company equipment and the Company shall reimburse the Executive
for all business calls made on personal phone lines.
(j) The Executive shall be entitled to purchase up to $_______ of
ILL Stock at $__ per share within 90 days of commencing employment.
5. TERMINATION. The Executive's employment hereunder shall be or
may be terminated, as the case may be, under the following circumstances:
(a) DEATH. The Executive's employment hereunder shall
terminate upon his death.
(b) DISABILITY. The Executive's employment hereunder shall
terminate upon the Executive's physical or mental disability or infirmity
which, in the opinion of a competent physician selected by the Board, renders
the Executive unable to perform his duties under this Agreement for more than
90 days during any 180-day period.
(c) CAUSE. The Company may terminate the Executive's
employment hereunder for "CAUSE" by delivery of written notice to the
Executive concerning the same. Cause shall mean (i) Executive's material
breach of any of the covenants made by him in Sections 3(a), 3(c), 7 and 8 of
this Agreement, (ii) his conviction of a crime involving moral turpitude or
constituting a
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felony under the laws of any state, the District of Columbia or of the United
States, (iii) his misconduct in the performance of his duties hereunder,
including without limitation, his willful failure or refusal to carry out any
proper direction by the Board with respect to the services to be rendered by
him hereunder or the manner of rendering such services or his habitual
neglect of his duties as an officer of the Company, which misconduct or
neglect, if capable of cure, shall continue for thirty (30) days after
receipt of written notice from the Company, or (iv) his engaging in any
material misconduct, dishonesty, misappropriation of the assets of the
Company, its equity holders or any of its or their, as the case may be,
affiliates, or any negligent acts, in each case, detrimental in any material
respect to any of the foregoing.
(d) EMPLOYMENT-AT-WILL. The Executive hereby agrees that
the Company may dismiss him under this Section 5 without regard (i) to any
general or specific policies (whether written or oral) of the Company
relating to the employment or termination of its employees, or (ii) to any
statements made to the Executive, whether made orally or contained in any
document, pertaining to the Executive's relationship with the Company.
Notwithstanding anything to the contrary contained herein, including in
Section 2 of this Agreement, the Executive's employment with the Company is
not for any specified term and may be terminated by the Company at any time,
for any reason, with or without cause, without liability except with respect
to the payments provided for by Section 6.
(e) VOLUNTARY RESIGNATION. The Executive may voluntarily
resign his position and terminate his employment with the Company at any time
by delivery of a written notice of resignation to the Company (the "NOTICE OF
RESIGNATION"). The Notice of Resignation shall set forth the date such
resignation shall become effective (the "DATE OF RESIGNATION"), which date
shall, in any event, be no more than thirty days from the date the Notice of
Resignation is delivered to the Company.
(f) CONSTRUCTIVE DISCHARGE. The Executive may regard his
employment as being constructively terminated by the Company and may resign
his position by delivery of Notice of Resignation as described in Section
5(e) above if there has been a substantial diminution in the Executive's
duties and responsibilities with the Company since the date of this Agreement
(a "CONSTRUCTIVE DISCHARGE").
(g) NOTICE. Any termination of the Executive's employment
by the Company shall be communicated by written Notice of Termination to the
Executive. For purposes of this Agreement, a "NOTICE OF TERMINATION" shall
mean a notice that shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
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circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
(h) "DATE OF TERMINATION" shall mean (i) if the Executive's
employment is terminated by his death, the date of his death, (ii) if the
Executive's employment is terminated by reason of his disability, the date of
the opinion of the physician referred to in Section 5(b), above, (iii) if the
Executive's employment is terminated pursuant to subsection (c) above, or
without cause by the Company, the date specified in the Notice of
Termination, and (iv) if the Executive resigns, the Date of Resignation.
(i) TERMINATION OBLIGATIONS.
(i) The Executive hereby acknowledges and agrees that all
personal property and equipment furnished to or prepared by the
Executive in the course of or incident to his employment, belongs to the
Company and shall be promptly returned to the Company upon termination
of the Employment Period. "PERSONAL PROPERTY" includes, without
limitation, all books, manuals, records, reports, notes, contracts,
lists, blueprints, and other documents, or materials, or copies thereof
(including computer files), and all other proprietary information
relating to the business of the Company. Following termination, the
Executive will not retain any written or other tangible material
containing any proprietary information of the Company.
(ii) Upon termination of the Employment Period, the Executive
shall be deemed to have resigned from all offices and directorships then
held with the Company or any affiliate.
(iii) The representations and warranties contained herein and the
Executive's obligations under Sections 5(h), 7, 8, 9 and 15 shall
survive termination of the Employment Period and the expiration of this
Agreement.
6. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
(a) DISABILITY. During any period that the Executive fails
to perform his duties hereunder as a result of disability due to physical or
mental illness, the Executive shall continue to receive the salary payable to
the Executive pursuant to and in accordance with the terms of Section 4(a)
hereof until his employment is terminated pursuant to Section 5(b) hereof,
provided that payments so made to the Executive during the first 90 days of
the disability shall be reduced by the sum of the amounts, if any, payable to
the Executive at or prior to the time of any such payment under any
disability benefit plan of the Company. In the
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event that the Cash Incentive Objectives are met at the end of the fiscal
year in which the Executive is terminated, the Company shall also pay to the
Executive, within thirty (30) days after receipt by the Company of the
audited financial statements for such fiscal year and confirmation that the
Cash Incentive Objectives have been met, a proportionate share of the Cash
Incentive Compensation due to the Executive for such fiscal year based upon
the percent of the fiscal year that the Executive worked for the Company
prior to such termination. In addition, the Company shall keep in force
existing health insurance covering the Executive and his dependents for a
period of one (1) year from Date of Termination on the basis in effect at the
date of the termination of the Executive's employment, subject to the
Company's right to amend, modify or terminate any such plan. The Executive
and his dependents shall also be entitled to any continuation of coverage
rights under any applicable law,
(b) DEATH. If the Executive's employment shall be
terminated by reason of the Executive's death, the Company shall pay the
Executive his salary through the Date of Termination and the Executive's
beneficiaries shall be entitled to receive any benefits due to them as a
result of any life insurance policy the Executive receives pursuant to
Section 4(c) of this Agreement. In the event that the Cash Incentive
Objectives are met at the end of the fiscal year in which the Executive is
terminated, the Company shall also pay to the Executive, within thirty (30)
days after receipt by the Company of the audited financial statements for
such fiscal year and confirmation that the Cash Incentive Objectives have
been met, a proportionate share of the Cash Incentive Compensation due to the
Executive for such fiscal year based upon the percent of the fiscal year that
the Executive worked for the Company prior to such termination. In addition,
the Company shall keep in force existing health insurance covering the
Executive's dependents for a period of one (1) year from Date of Termination
on the basis in effect at the date of the termination of the Executive's
employment, subject to the Company's right to amend, modify or terminate any
such plan. The Executive and his dependents shall also be entitled to any
continuation of coverage rights under any applicable law.
(c) CAUSE. If the Executive's employment shall be
terminated for cause pursuant to Section 5(c) hereof, the Company shall pay
the Executive his salary through the Date of Termination. The Executive and
his dependents shall also be entitled to any continuation of health insurance
coverage rights under any applicable law.
(d) OTHER TERMINATIONS BY THE COMPANY. If the Company shall
terminate the Executive's employment without cause pursuant to Section 5(d)
hereof or if there has been a Constructive Discharge pursuant to Section 5(f)
hereof, the Company shall pay
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the Executive the salary payable to the Executive pursuant to and in
accordance with Section 4(a) hereof through the Expiration Date. The Company
shall also pay to the Executive, within thirty (30) days after the Date of
Termination, a proportionate share of the Cash Incentive Compensation due to
the Executive for the fiscal year in which the Date of Termination has
occurred based upon the percent of the fiscal year that the Executive worked
for the Company prior to such termination. The Executive and his dependents
shall also be entitled to any continuation of health insurance coverage
rights under any applicable law. In addition, the Company shall keep in
force existing health insurance covering the Executive's dependents through
the Expiration Date on the basis in effect at the date of the termination of
the Executive's employment, subject to the Company's right to amend, modify
or terminate any such plan. The Executive and his dependents shall also be
entitled to any continuation of coverage rights under any applicable law.
(e) VOLUNTARY RESIGNATION. If the Executive terminates his
employment with the Company pursuant to Section 5(e) hereof, the Company
shall pay the Executive the salary payable to the Executive pursuant to and
in accordance with the provisions of Section 4(a) hereof through the Date of
Resignation. The Executive and his dependents shall also be entitled to any
continuation of health insurance coverage rights under any applicable law.
7. CONFIDENTIALITY AND NON-SOLICITATION COVENANTS.
(a) CONFIDENTIALITY. In addition to the agreements set
forth in Section 5(h)(i), the Executive hereby agrees that the Executive will
not, during the Employment Period or any period thereafter, directly or
indirectly, disclose or make available to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever, any
Confidential Information (as defined below). The Executive agrees that, upon
termination of his employment with the Company, all Confidential Information
in his possession that is in written or other tangible form (together with
all copies or duplicates thereof, including computer files) shall be returned
to the Company and shall not be retained by the Executive or furnished to any
third party, in any form except as provided herein; PROVIDED, HOWEVER, that
the Executive shall not be obligated to treat as confidential, or return to
the Company copies of any Confidential Information that (i) was publicly
known at the time of disclosure to the Executive, (ii) becomes publicly known
or available thereafter other than by any means in violation of this
Agreement or any other duty owed to the Company by any person or entity or
(iii) is lawfully disclosed to the Executive by a third party. As used in
this Agreement the term "CONFIDENTIAL INFORMATION" means: information
disclosed to the Executive or known by the Executive as a consequence of or
through his relationship with the Company, about the customers, employees,
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business methods, public relations methods, organization, procedures or
finances, including, without limitation, information of or relating to
customer lists of the Company and its affiliates.
(b) NON-SOLICITATION. In addition, the Executive hereby
agrees that (A) during the Employment Period and any period of time for which
salary is obligated to be paid to the Executive pursuant to and in accordance
with the terms of Section 6 (any such period referred to herein as the
"SEVERANCE PERIOD") or (B) during the Employment Period and for one year
thereafter, whichever period is longer, the Executive will not, either on his
own account or jointly with or as a manager, agent, officer, employee,
consultant, partner, joint venturer, owner or shareholder or otherwise on
behalf of any other person, firm or corporation, (i) carry on or be engaged
or interested directly or indirectly in, or solicit, the sale of physical
logistics services to any person, firm or corporation which, at any time
during the Employment Period has been or is a customer of or in the habit of
dealing with the Company in its business, (ii) endeavor directly or
indirectly to canvas or solicit in competition with Company or to interfere
with the supply of orders for goods or services from or by any person, firm
or corporation which during the Employment Period has been or is a supplier
of goods or services to Company or (iii) directly or indirectly solicit or
attempt to solicit away from Company any of its officers or employees or
offer employment to any person who, on or during the six months immediately
preceding the date of such solicitation or offer, is or was an officer or
employee of Company.
8. COVENANT NOT TO COMPETE. The Executive agrees that (A) during
the Employment Period and the Severance Period or (B) during the Employment
Period and for one year thereafter, whichever period is longer, he will not
directly or indirectly, own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be connected as a
director, officer, employee, partner, consultant or otherwise with, any
profit or non-profit business or organization which, directly or indirectly,
competes with, or in any way interferes with, the business of physical
logistics services provided by the Company or any of its affiliates, in any
part of North America.
9. INJUNCTIVE RELIEF AND ENFORCEMENT. In the event of breach by
the Executive of the terms of Sections 5(h)(i), 7 or 8, the Company shall be
entitled to institute legal proceedings to obtain damages for any such
breach, or to enforce the specific performance of this Agreement by the
Executive and to enjoin the Executive from any further violation of Sections
5(h)(i), 7 or 8 and to exercise such remedies cumulatively or in conjunction
with all other rights and remedies provided by law. The Executive
acknowledges, however, that the remedies at law for any breach by him of the
provisions of Sections 5(h)(i), 7 or 8 may be inadequate. In addition, in
the event the agreements set forth in
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Sections 5(h)(i), 7 or 8 shall be determined by any court of competent
jurisdiction to be unenforceable by reason of extending for too great a
period of time or over too great a geographical area or by reason of being
too extensive in any other respect, each such agreement shall be interpreted
to extend over the maximum period of time for which it may be enforceable and
to the maximum extent in all other respects as to which it may be
enforceable, and enforced as so interpreted, all as determined by such court
in such action.
10. NOTICE. For the purposes of this Agreement, notices, demands
and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered
when transmitted by telecopy with receipt confirmed, or one day after
delivery to an overnight air courier guaranteeing next day delivery,
addressed as follows:
If to the Executive:
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If to the Company: International Logistics Limited
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
With a copy to:
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----------------------------
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or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
11. SEVERABILITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect; PROVIDED, HOWEVER, that if any one or more of the
terms contained in Sections 5(h), 7 or 8 hereto shall for any reason be held
to be excessively broad with regard to time, duration, geographic scope or
activity, that term shall not be deleted but shall be reformed and
constructed in a manner to enable it to be enforced to the extent compatible
with applicable law.
12. ASSIGNMENT. This Agreement may not be assigned by the
Executive, but may be assigned by the Company to any successor to its
business and will inure to the benefit and be binding upon any such successor.
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13. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
14. HEADINGS. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.
15. CHOICE OF LAW. This Agreement shall be construed, interpreted
and the rights of the parties determined in accordance with the laws of the
State of Illinois (without reference to the choice of law provisions of
Illinois law), except with respect to matters of law concerning the internal
corporate affairs of any corporate entity which is a party to or the subject
of this Agreement, and as to those matters the law of the jurisdiction under
which the respective entity derives its powers shall govern.
16. ARBITRATION. Notwithstanding anything herein to the contrary,
in the event that there shall be a dispute among the parties arising out of
or relating to this Agreement, or the breach thereof, the parties agree that
such dispute shall be resolved by final and binding arbitration in Chicago,
Illinois, administered by AAA, in accordance with AAA's Commercial
Arbitration Rules then in effect. Depositions may be taken and other
discovery may be obtained during such arbitration proceedings to the same
extent as authorized in civil judicial proceedings. Any award issued as a
result of such arbitration shall be final and binding between the parties
thereto, and shall be enforceable by any court having jurisdiction over the
party against whom enforcement is sought. The fees and expenses of such
arbitration (including reasonable attorneys' fees) or any action to enforce
an arbitration award shall be paid by the party that does not prevail in such
arbitration.
17. LIMITATION ON LIABILITIES. If the Executive is awarded any
damages as compensation for any breach or action related to this Agreement, a
breach of any covenant contained in this Agreement (whether express or
implied by either law or fact), or any other cause of action based in whole
or in part on any breach of any provision of this Agreement, such damages
shall be limited to contractual damages and shall exclude (i) punitive
damages, and (ii) consequential and/or incidental damages (E.G., lost profits
and other indirect or speculative damages). The maximum amount of damages
that the Executive may recover for any reason shall be the amount equal to
all amounts owed (but not yet paid) to the Executive pursuant to this
Agreement through its natural term or through any Severance Period.
18. ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding between the Company and the
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Executive with respect to the employment of the Executive by the Company as
contemplated hereby, and this Agreement supersedes all prior agreements,
understandings, representations, promises, negotiations and discussions,
whether written or oral. This Agreement shall not be changed unless in
writing and signed by both the Executive and the Board of Directors of the
Company.
19. THE EXECUTIVE'S ACKNOWLEDGMENT. The Executive acknowledges
(a) that he has consulted with or has had the opportunity to consult with
independent counsel of his own choice concerning this Agreement and has been
advised to do so by the Company, and (b) that he has read and understands the
Agreement, is fully aware of its legal effect, and has entered into it freely
based on his own judgment.
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IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the date and year first above written.
INTERNATIONAL LOGISTICS LIMITED
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer
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