EXHIBIT 10.5
EMPLOYMENT CONTRACT
By this Agreement, uniView Technologies Corporation (the "Employer"),
located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
employs ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Employee"), who accepts employment on the
following terms and conditions:
ARTICLE 1: TERM OF EMPLOYMENT
1.01. Term. The term of this Agreement shall begin on the date of
its execution, and shall terminate on June 30, 2002. Upon expiration of the
term, this Agreement may be renewed by mutual agreement of the parties.
This Agreement supersedes the Employment contract between the Employee and
uniView Softgen Corporation dated as of July 14, 2000.
ARTICLE 2: DUTIES OF EMPLOYEE
2.01. Duties. The Employee shall serve as the Employer's President
and shall perform all duties commonly discharged by a person in such
position and such other duties of a similar nature as may be required from
time to time by the Employer. If the Employee is elected or appointed a
director of the Employer, the Employee shall serve in such capacity without
further compensation. Nothing shall be construed, however, to require the
Employee's election or appointment as a director.
2.02. Satisfactory Performance of Duties. The employment of the
Employee shall continue only as long as the services rendered by the
Employee are satisfactory to the Employer, regardless of any other provision
contained in this Agreement. The Employer shall be the sole judge as to
whether the services of the Employee are satisfactory.
2.03. Company Policy. The Employee agrees to perform her duties
under this Agreement in accordance with Employer's company policy as such
policy may be implemented or modified from time to time during the term of
this Agreement. Violation of any material provision of any company policy
shall constitute good cause for termination of the services of the Employee
under this Agreement.
2.04. Indemnification. The Employee shall indemnify and hold
harmless the Employer from all liability from loss, damage, or injury to
persons or property resulting from the negligence or misconduct of the
Employee committed in the scope of the Employee's employment.
ARTICLE 3: COMPENSATION
3.01. Basic Compensation. As base compensation for all services
rendered under this Agreement, the Employer shall pay to the Employee a base
salary of $100,000 per year until March 31, 2001, increasing to $160,000 per
year on April 1, 2001, payable in equal biweekly installments during the
period of employment, which shall be subject to withholding and other
applicable taxes. The amount paid is to be prorated for any partial
employment period. Thereafter, at the sole discretion of Employer's Board
of Directors, Employee may receive reasonable increases in her base salary
commensurate with Employee's performance and Employer's performance.
ARTICLE 4: EMPLOYEE BENEFITS AND BONUSES
4.01. Payment of Medical and Dental Insurance Premiums. The
Employer agrees to pay all of the Employee's insurance premiums (including
dependent coverage, if elected by Employee).
4.02. Automobile. The Employer recognizes the Employee's need for
an automobile for business purposes. It shall therefore provide the
Employee with a monthly automobile allowance of $600 during the term of this
Agreement, in addition to the compensation set forth hereinabove. The
Employee agrees to furnish a properly registered automobile for all of the
Employee's transportation needs required for the performance of the
Employee's duties under this Agreement and to pay all expenses, including
all related maintenance, repairs, insurance, and other costs. At all times
during the term of this Agreement, the Employee shall keep in full force and
effect at the Employee's sole expense automobile insurance on each such
automobile owned by the Employee that is used at any time to carry out any
of the duties of employment. Each such policy must be issued by an
insurance company and with such minimum limits acceptable to the Employer.
Violation by Employee of the terms contained in this Paragraph shall
constitute good cause for termination of the services of the Employee under
this Agreement.
4.03. Death Benefit. If the Employee dies during the term of this
Agreement, the Employer shall pay to the Employee's estate the compensation
that would otherwise be payable to the Employee up to the end of the month
in which her death occurs. In addition, within thirty (30) days of the
Employee's death, the Employer shall pay an amount equivalent to four (4)
months of Employee's base salary to the Employee's surviving spouse, or, if
her spouse is not then living, to the Employee's surviving children in equal
shares, or, if there are no surviving children, to the Employee's estate.
4.04. Nonstatutory Stock Options. Grant of employment Option. By
this Paragraph, the Employer agrees that twelve (12) months from the date of
this Agreement it will grant to the Employee an option (the "Option") to
purchase 100,000 shares of common stock of UVEW (or successor) ("Common
Shares") at a purchase price of Eighty-one Cents ($0.81) per share,
representing the five day average closing sale price of the common stock as
of the close of business on February 12, 2001. The Option shall vest
immediately upon grant and may be exercised in whole or in part at any time
within five (5) years from date of grant.
4.04.1. Grant of incentive Option. By this Paragraph, the Employer
agrees that three (3) months after the Employer's stock price achieves the
following levels, it will grant to the Employee an option (the "Option") to
purchase the following Common Shares: 50,000 shares after achieving a stock
price of $4 per share; 50,000 shares after achieving a stock price of $6 per
share; and 50,000 shares after achieving a stock price of $8 per share.
Such Options shall vest immediately upon grant and may be exercised in whole
or in part at an exercise price of Two Dollars ($2.00) per share at any time
within five (5) years from date of grant.
4.04.2. Description of Option. It is agreed that the Employee shall
not have any of the rights of, nor be treated as, a shareholder with respect
to the shares subject to this Option until the Employee has exercised the
Option, delivery of the stock certificates for such shares has been made to
the Employee, and the Employee has become the shareholder of record of such
shares. No part of this Option shall be transferable otherwise than by will
or the laws of descent and distribution, and any portion of this Option may
be exercised, during the lifetime of the Employee, only by her. More
particularly (but without limiting the generality of the foregoing), any
portion of this Option may not be assigned, transferred (except as provided
above), pledged, or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge, hypothecation,
or other disposition of any portion of this Option contrary to the
provisions hereof, and the levy of any execution, attachment, or similar
process upon this Option, shall be null and void and without effect. In the
event of the Employee's death during the term of this Option, then this
Option may be exercised by her executors, administrators, or other legal
representatives, heirs, legatees, next of kin, or distributees. In the
event of any termination of this Agreement that is either (a) for cause or
(b) voluntary on the part of the Employee and without the consent of the
Employer, any unvested portion of the Option shall immediately terminate.
4.04.3. Method of exercising vested portion of the Option. Such
Option may be exercised, in whole at any time or in part from time to time,
by giving to UVEW notice in writing to that effect. Within ten (10) days
after the receipt by it of notice of exercise of such Option, UVEW shall
cause certificates for the number of shares with respect to which such
Option is exercised to be issued in the name of Employee or her executors,
administrators, or other legal representatives, heirs, legatees, next of
kin, or distributees, and to be delivered to the Employee or her executors,
administrators, or other legal representatives, heirs, legatees, next of
kin, or distributees. Payment of the purchase price for the shares with
respect to which such Option is exercised shall be made to UVEW upon the
exercise of such Option. In lieu of delivering physical certificates
representing the shares issuable upon exercise, provided UVEW's transfer
agent is participating in the Depository Trust Company ("DTC") Fast
Automated Securities Transfer ("FAST") program, upon request of the
Employee, UVEW agrees to use its best efforts to cause its transfer agent to
electronically transmit the Common Stock issuable upon exercise to the
Employee by crediting the account of the Employee's prime broker with DTC
through its Deposit Withdrawal Agent Commission ("DWAC") system.
4.04.4. Changes in capital structure. If all or any portion of the
Option shall be exercised subsequent to any share dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
separation, reorganization, or liquidation occurring after the date hereof,
as a result of which shares of any class shall be issued in respect of
outstanding Common Shares or Common Shares shall be changed into the same or
a different number of shares of the same or another class or classes, the
person or persons so exercising the Option shall receive, for the aggregate
price paid upon such exercise, the aggregate number and class of shares
which, if Common Shares (as authorized at the date hereof) had been
purchased at the date hereof for the same aggregate price (on the basis of
the price per share set forth above) and had not been disposed of, such
person or persons would be holding, at the time of such exercise, as a
result of such purchase and all such share dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares, separations, reorganizations, or liquidations; provided, however,
that no fractional share shall be issued upon any such exercise, and the
aggregate price paid shall be appropriately reduced on account of any
fractional share not issued.
4.04.5. Representation as to investment intent. The exercise of such
Option and the delivery of the shares subject to it will be contingent upon
UVEW being furnished by Employee, her legal representatives, or other
persons entitled to exercise such Option a statement in writing that at the
time of such exercise it is her or their intention to acquire the shares
being purchased solely for investment purposes and not with a view to
distribution.
4.04.6. Nonstatutory Stock Option. The Option granted in this
Paragraph is intended not to qualify as an incentive stock Option within the
meaning of Section 422 of the Internal Revenue Code of 1986 and shall be so
construed.
4.05. Other Benefits. During the term of this Agreement the
Employee shall be entitled to participate in the Employer's 401(k) Plan, any
hospital, surgical, medical, disability, and dental benefit plan adopted by
the Employer, and shall be entitled to an annual vacation leave, paid
holidays, paid sick leave, and other benefits in accordance with Employer's
company policy. The Employee may be entitled to receive, in the sole
discretion of the Employer's Board of Directors, such other benefits or
bonuses as may from time to time be declared by such Board.
ARTICLE 5: REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE
5.01. Business Expenses. The Employee is authorized to incur
reasonable business expenses in performing her duties of employment and for
promoting the Employer's business, including expenses for entertainment,
travel, and similar items. The Employer will reimburse the Employee for all
such expenses upon the Employee's periodic presentation of an itemized
account of such expenditures and supporting documentation.
ARTICLE 6: OBLIGATIONS OF EMPLOYER
6.01. Indemnification of Losses of Employee. Except for losses
arising from the Employee's negligence or misconduct, the Employer shall
indemnify the Employee for all losses sustained by the Employee as a direct
result of the discharge of her duties required by this Agreement.
6.02. Working Conditions. The Employer will provide the Employee
with a private office, secretarial and stenographic services, and any other
facilities and services as are suitable to the Employee's position or
required for the performance of her duties.
ARTICLE 7: EMPLOYEE'S OBLIGATIONS OTHER THAN TO PERFORM SERVICES
7.01. Noncompetition By Employee. During the term of this
Agreement and for two (2) years following the termination herof ("Restricted
Period"), the Employee shall not, directly or indirectly, either as an
employee, employer, consultant, agent, principal, partner, stockholder,
corporate officer, director, or in any other individual or representative
capacity, engage or participate in any business that is in competition in
any manner whatever with the business of the Employer or its Affiliates
(defined as, any person or entity directly or indirectly (through one or
more intermediaries) controlling, controlled by or under common control with
Employer) in any location or geographical area in which the Employer or any
of its Affiliates is engaged in such business, so long as the Employer or
any of its Affiliates, or any successor in interest to the business and
goodwill of the Employer or any of its Affiliates, remains engaged in such
business in any such location or geographical area or continues to solicit
customers or potential customers therein; provided, however, that the
Employee may own, directly or indirectly, solely as an investment,
securities of any person which are traded on any national securities
exchange if the Employee (i) is not a controlling person of, or a member of
a group which controls, such person or (ii) does not, directly or indirectly
own one percent or more of any class of securities of such person.
Violation of the terms contained in this Article shall constitute good cause
for termination of the services of the Employee under this Agreement and for
the implementation of other remedies provided herein.
7.01.1. Solicitation of Business/Other Injurious Activities.
During the Restricted Period, the Employee shall not solicit or assist any
other person to solicit any business (other than for the Employer) from any
present or past customer of the Employer or any of its Affiliates; or
request or advise any present or future customer of the Employer or any of
its Affiliates to withdraw, curtail or cancel its business dealings with the
Employer or any of its Affiliates; or commit any other act or assist others
to commit any other act which might injure the business of the Employer or
any of its Affiliates.
7.01.2. Employees. During the Restricted Period, the Employee shall
not directly or indirectly (i) solicit or encourage any employee of the
Employer or any of its Affiliates to leave the employ of any such entity or
(ii) hire any employee who has left the employment of the Employer or any of
its Affiliates if such hiring is proposed to occur within one year after the
termination of such employee's employment with the Employer or any such
Affiliate.
7.01.3. Consultants. During the Restricted Period, the Employee
shall not directly or indirectly solicit or encourage any consultant then
under contract with the Employer or any of its Affiliates to cease work with
such entity.
7.02. Confidential Information and Trade Secrets. During the term
of employment, the Employee will have access to and become familiar with
various confidential matters and trade secrets known to her relating to the
business and operations of the Employer and shall, during the Restricted
Period, keep secret and retain in strictest confidence all such confidential
information and trade secrets, including, without limitation, customer
lists, pricing policies, operational methods, marketing plans or strategies,
product development techniques or plans, business acquisition plans, new
personnel acquisition plans, methods of manufacture, formulas, technical
processes, designs and design projects, invention and research projects,
devices, and compilations of information, records, and specifications, and
other business affairs relating to the business and operations of the
Employer learned by the Employee heretofore or hereafter, and shall not
disclose them, directly or indirectly, to anyone outside of the Employer and
its Affiliates, nor use them in any way, either during the term of this
Agreement or at any time thereafter, except as required in the course of her
employment or upon the Employer's express prior written consent. All files,
records, documents, drawings, specifications, equipment, and similar items
relating to the business of the Employer, whether or not prepared by the
Employee, shall remain the exclusive property of the Employer and shall not
be removed from the premises of the Employer under any circumstances without
the prior written consent of the Employer. Except as otherwise provided in
this Agreement, on the termination of employment or whenever requested by
the Employer, the Employee shall immediately deliver to the Employer in good
condition, ordinary wear and tear excepted, all property in the Employee's
possession or under the Employee's control belonging to the Employer.
7.03. Rights and Remedies Upon Breach. If the Employee breaches,
or threatens to commit a breach of, any of the covenants contained in this
Article, the Employer shall have the following rights and remedies, each of
which rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Employer under law or in equity:
7.03.1. Specific Performance. The right and remedy to have the
covenants specifically enforced by any court having equity jurisdiction, all
without the need to post a bond or any other security or to prove any amount
of actual damage or that money damages would not provide an adequate remedy,
it being acknowledged and agreed that any such breach or threatened breach
will cause irreparable injury to the Employer and that monetary damages will
not provide adequate remedy to the Employer; and
7.03.2. Accounting and Indemnification. The right and remedy to
require the Employee (i) to account for and pay over to the Employer all
compensation, profits, monies, accruals, increments or other benefits
derived or received by the Employee or any associated party deriving such
benefits as the result of any such breach of the covenants; and (ii) to
indemnify the Employer against any other losses, damages (including special
and consequential damages), costs and expenses, including actual attorneys
fees and court costs, which may be incurred by the Employer and which result
from or arise out of any such breach or threatened breach of the covenants.
7.04. Severability of Covenants/Blue Pencilling. If any court
determines that any of the covenants contained in this Article, or any part
thereof, is invalid or unenforceable, the remainder of the covenants shall
not thereby be affected and shall be given full effect, without regard to
the invalid portions. If any court determines that any of the covenants, or
any part thereof, is unenforceable because of the duration of such provision
or the area covered thereby, such court shall have the power to reduce the
duration or area of such provision and, in its reduced form, such provision
shall then be enforceable and shall be enforced. The Employee hereby waives
any and all right to attack the validity of the covenants on the grounds of
the breadth of their geographic scope or the length of their term.
7.05. Enforceability in Jurisdictions. The Employer and the
Employee intend to and do hereby confer jurisdiction to enforce the
covenants contained in this Article upon the courts of any jurisdiction
within the geographical scope of such covenants. If the courts of any one
or more of such jurisdictions hold the covenants wholly unenforceable by
reason of the breadth of such scope or otherwise, it is the intention of the
Employer and the Employee that such determination not bar or in any way
affect the right of the Employer to the relief provided above in the courts
of any other jurisdiction within the geographical scope of such covenants,
as to breaches of such covenants in such other respective jurisdictions,
such covenants as they relate to each jurisdiction being, for this purpose,
severable into diverse and independent covenants.
ARTICLE 8: TERMINATION
8.01. Termination by Either Party Without Cause. This Agreement
may be terminated by either party without cause by giving thirty (30) days'
written notice of termination to the other party. Such termination shall
not prejudice any remedy that the terminating party may have at law or in
equity. Such termination "without cause" shall include (a) resignation of
the Employee at the Employer's request at a time when no cause for
termination exists, and (b) termination by the Employee as a result of a
reduction in compensation or benefits (which is not a part of a prorata
reduction in executive compensation or benefits for the Employer's senior
executives) or as a result of a significant reduction in the Employee's
responsibilities, and such termination occurs within sixty (60) days after
such reduction. Upon any other voluntary termination by the Employee,
except a Termination Upon Sale or Change in Control of UVEW, all unvested
stock options and all other benefits, including severance pay, which might
otherwise accrue to the Employee upon termination of this Agreement shall
immediately terminate and be of no further force or effect.
8.02. Severance Pay. On termination of employment by Employer
without cause, and in addition to other compensation that may be due to the
Employee as a result of such termination, the Employer shall make a cash
severance payment to the Employee in an amount equal to three (3) month's
base salary (less all amounts required to be withheld and deducted.)
8.03. Termination by Employer for Cause. The Employer may at its
option immediately terminate this Agreement "for cause," which shall include
resignation by the Employee at the Employer's request at a time when cause
for termination exists, without prejudice to any other remedy to which the
Employer may be entitled either at law, in equity, or under this Agreement,
by giving written notice of termination to the Employee, if the Employee:
(a) Willfully breaches or habitually neglects the duties that the Employee
is required to perform under the terms of this Agreement; (b) Willfully
violates reasonable and substantial rules governing employee performance;
(c) Refuses to obey reasonable orders in a manner that amounts to
insubordination; (d) Commits clearly dishonest acts toward the Employer; (e)
Engages in acts of disruption or violence such as unprovoked fighting; (f)
Engages in conduct which is materially injurious to the Employer; or (g)
Commits a felony or other offense involving moral turpitude. Upon such
termination, all unvested stock options, the Put Option, and all other
benefits, including severance pay, which might otherwise accrue to the
Employee upon termination of this Agreement shall immediately terminate and
be of no further force or effect.
8.04. Termination Upon Sale or Change in Control of UVEW. For
purposes of this section, "change in control" means the acquisition by a
person or group, as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, of beneficial ownership of twenty percent (20%) or more of
UVEW's common stock (other than as a result of an issuance of securities
initiated by UVEW in the ordinary course of business), or as a result of, or
in connection with any cash tender or exchange offer, merger, or other
business combination, sale of assets, or contested election, or any
combination of the foregoing transactions, and the persons who were
directors of UVEW before such transactions shall cease to constitute a
majority of the Board of Directors of UVEW or any successor to UVEW. Upon
termination of this Agreement by either party upon the sale or change in
control of UVEW, the Employer shall cause to be granted, paid and delivered
to Employee, in addition to other amounts that may be due the Employee under
this agreement, all of the following:
(a) cash compensation equal to Employee's annual base salary,
payable in biweekly installments over the twelve-month period
immediately following such termination, beginning on the Employee's
next regularly scheduled payday following the date of termination;
(b) cash compensation equal to Employee's annual car allowance
provided under this Agreement, payable in monthly installments over the
twelve-month period immediately following such termination, beginning
on the first of the month immediately following the date of
termination;
(c) a ▇▇▇▇ of sale to, and a transfer of the licenses for all
software residing upon, a laptop and a home desktop computer, if any,
including all peripheral equipment used in connection therewith,
belonging to the Employer or UVEW which is in the possession of the
Employee which is then being used by the Employee in the course and
scope of her employment; in connection with such transfer, the Employee
shall certify to the Employer that all trade secrets and other
confidential or sensitive information of the Employer have been removed
from the hard drive and memory of such equipment;
(d) continued maintenance by Employer, for the benefit of the
Employee as if still employed, all employee benefits including group
medical and dental, health and accident, disability, and group life
insurance plans for the twelve-month period immediately following such
termination; provided, however, the Employer's obligation to continue
participation in these plans ends on the last day of the month in which
the Employee becomes eligible to participate in such benefits at any
new place of employment. However, the Employer will continue to
provide benefit continuation to the extent required by federal law;
(e) an assignment of any key man life insurance policy covering
Employee which was in effect at the change in control, with the premium
fully paid by the Employer for the twelve (12) month period immediately
following the date of termination of this Agreement; and
(f) any unvested portion of any option held by the Employee to
purchase UVEW stock shall immediately vest and, in addition to any
other such Option which may be held by the Employee, a further option
(the "Option") to purchase 150,000 shares of common stock of UVEW (or
successor) at a purchase price of seventy (70%) percent of the average
trading price of the Common Stock, as reported by NASDAQ, for the five
(5) trading days immediately preceding the date the Option is granted.
The Option granted hereunder shall vest immediately upon issuance to
the Employee and may be exercised in whole or in part by the Employee
at any time during a period of five (5) years following the date of
termination under this Agreement. The Employee shall not have any of
the rights of, nor be treated as, a shareholder with respect to the
shares subject to this Option until the Employee has exercised the
Option, delivery of the stock certificates for such shares has been
made to the Employee, and the Employee has become the shareholder of
record of such shares. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option
may be exercised, during the lifetime of the Employee, only by her.
More particularly (but without limiting the generality of the
foregoing), the Option may not be assigned, transferred (except as
provided above), pledged, or hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment, or
similar process upon the Option, shall be null and void and without
effect. Within 30 days after such termination the Employer will cause
to be filed a Registration Statement with the SEC for registration of
the Common Stock underlying all Options held by the Employee, and will
use its best efforts to have such Registration Statement declared
effective at the earliest possible date. The method of exercising this
Option, adjustment in the number of shares of Common Stock underlying
such Option upon a change in capital structure of UVEW after the date
of termination of this Agreement, and the Employee's representation as
to investment intent, shall be as described in paragraph 5.04 above.
The Option granted in this Paragraph is also intended not to qualify as
an incentive stock Option within the meaning of Section 422 of the
Internal Revenue Code of 1986 and shall be so construed; and
(g) an additional amount necessary to put Employee in the same
after-tax position as if no excise taxes imposed by Section 4999 of the
Internal Revenue Code ("Section 4999") had been imposed on any payments
which are contingent on a change in control and which equal or exceed
three times Employee's average taxable compensation for the prior five
years or her period of employment.
8.05. Effect of Termination on Compensation. In the event of the
termination of this Agreement prior to the completion of the term of
employment specified in Article 1, the Employee shall be entitled to the
compensation earned by the Employee prior to the effective date of
termination as provided for in this Agreement, computed pro rata up to and
including that date. Except as otherwise provided in this Agreement, the
Employee shall be entitled to no further compensation after the date of
termination.
8.06. Monies owed to Employer. To the extent that the Employee
owes the Employer any monies at the time of termination of employment, or to
the extent that taxes are due on any of Employer's benefits, the Employee
authorizes the Employer to withhold such amounts from her final paycheck or
severance payment(s), or from reimbursements or any other monies due to the
Employee.
ARTICLE 9: GENERAL PROVISIONS
9.01. Notices. All notices or other communications required under
this Agreement may be effected either by personal delivery in writing or by
certified mail, return receipt requested. Notice shall be deemed to have
been given when delivered or mailed to the parties at their respective
addresses as set forth above or when mailed to the last address provided in
writing to the other party by the addressee.
9.02. Entirety of Agreement. Except for the Employee Invention,
Copyright and Secrecy Agreement heretofore executed by the Employee, this
Agreement constitutes the entire understanding between the parties
concerning the subject matter hereof. No agreements, representations, or
warranties other than those specifically set forth in this Agreement shall
be binding on any of the parties unless set forth in writing and signed by
both parties. This Agreement supersedes all other prior agreements, either
oral or in writing, between the parties with respect to the employment of
the Employee by the Employer and contains all of the covenants and
agreements between the parties with respect to such employment in any
manner. Each party to this Agreement acknowledges that no inducements or
promises, oral or otherwise, have been made by any party, or anyone acting
on behalf of any party, that are not embodied in this Agreement.
9.03. Modification. This Agreement shall not be amended, modified,
or altered in any manner except in a writing signed by both parties.
9.04. Failure to Enforce Not Waiver. Any failure or delay on
the part of either the Employer or the Employee to exercise any remedy or
right under this Agreement shall not operate as a waiver. The failure of
either party to require performance of any of the terms, covenants, or
provisions of this Agreement by the other party shall not constitute a
waiver of any of the rights under the Agreement. No forbearance by either
party to exercise any rights or privileges under this Agreement shall be
construed as a waiver, but all rights and privileges shall continue in
effect as if no forbearance had occurred. No covenant or condition of this
Agreement may be waived except by the written consent of the waiving party.
Any such written waiver of any term of this Agreement shall be effective
only in the specific instance and for the specific purpose given.
9.05. Law Governing Agreement. This agreement shall be governed
exclusively by and construed in accordance with the laws of the State of
Texas.
9.06. Partial Invalidity. If any provision in this Agreement is
held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall remain in full force and
effect, as if this Agreement had been executed without any such invalid
provisions having been included.
9.07. Assignment. The Employer and the Employee acknowledge that
the services to be rendered by the Employee under this Agreement are unique
and personal. Therefore, neither party may assign any rights or delegate
any duties under this Agreement, without the other party's prior written
consent. If either the Employer or the Employee obtains a consent to an
assignment of rights or delegation of duties, rights or duties under this
Agreement shall inure only to the benefit of the assignee or delagee named
in the written instrument, and such consent shall not be deemed as a general
consent to assignment or delegation.
Executed at Dallas, Texas, on February 14, 2001.
EMPLOYER: uniView Technologies Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and CEO
EMPLOYEE: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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