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W I T N E S S E T H
WHEREAS, the Employee has been serving the Corporation in the
capacities of Member of the Board of Directors, President and Chief Executive
Officer, and has been employed by the Corporation under the Agreement, dated
January 1, 1995 (the "Prior Agreement"), and both the Corporation and the
Employee desire to continue their relationship, subject to the terms and
conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree to amend and restate the Prior Agreement in
its entirety on the following terms and conditions, which shall be effective
from and after the date hereof:
1. RETENTION, TERM AND DUTIES
1.1 Retention. The Company hereby employs the Employee as a
Member of the Board of Directors and President, Chief Executive Officer, and
the Employee hereby accepts such employment, upon the terms and subject to the
conditions of this Agreement.
1.2 Term. The term of employment of the Employee by the
Company shall be for the period commencing on January 1, 1995 (the
"Commencement Date") and ending on January 1, 1997, (the "Term"), unless this
Agreement is sooner terminated pursuant to Section 5, 6 or 8 herein.
Notwithstanding anything contained herein to the contrary, the term of
employment will be automatically extended for successive two (2) year periods
commencing January 1, 1997 (referred to below as an "Extended Term"), unless
either party to this Agreement elects to terminate this agreement by providing
notice pursuant to Section 12 hereof of such election to the other party during
the thirty (30) day period commencing ninety (90) days prior to the expiration
of the then applicable Term or Extended Term.
1.3 Positions. The Employee shall serve as a Member of the
Board of Directors and President, Chief Executive Officer of the Corporation,
and as a director and senior executive officer of such subsidiaries of the
Corporation as the Employee and the Corporation may determine from time to
time.
1.4 Duties. The Employee shall be the most senior executive
of the Corporation (and its subsidiaries), with duties and responsibilities
commensurate with such positions. All employees of the Corporation and its
subsidiaries shall report to the Employee. The Employee shall report only to
the Corporation's Board of Directors.
2. SCOPE OF SERVICES
2.1 Services. Subject to Section 2.2 herein, the Employee
agrees that he shall perform his services to the best of his ability. During
the term of this Agreement the Employee shall not render any services for
others in any line of business in which the Corporation or its subsidiaries are
significantly engaged without first obtaining the Corporation's written
consent; and he shall devote his full business time, care, attention and best
efforts to the Corporation's business.
2.2 Other Interests. The Employee may make and maintain
investments in any business (whether publicly or privately held) (provided that
without the consent of the Board of Directors, the Employee shall not make
material investments in any business which is in direct material competition
with the Corporation or its subsidiaries at the time the investment is made).
The Employees investments in other businesses may not interfere with his
obligations in the Corporation's business. From time to time the Corporation
may make investments in other corporations (the "Investee Corporations").
Notwithstanding his duties under this Agreement, the Employee may devote such
time and energy as may reasonably be required to tend to the business matters
of such Investee Corporations and may receive compensation for services he
renders to any Investee Corporation. The Employee agrees that he will not
invest in any Investee Corporation except in conformity with policies
established from time to time by the Corporation's Board of Directors and
applicable securities laws.
3. COMPENSATION
3.1 Base. The Corporation shall pay to the Employee an annual
base salary of $125,000 (the "Base Compensation"), payable in equal
installments (in accordance with the Corporation's standard practices, but no
less often than semi-monthly) subject to all withholding for income, FICA and
other similar taxes, to the extent required by applicable law. The Corporation
agrees to provide an annual written proposal, subject to approval of the Board
of Directors, to increase the Employee's salary on a yearly basis in proportion
to the Employee's productivity, with the year 1995 established as the base
year.
3.2 Bonus. In addition to the Base Compensation payable to
the Employee pursuant to Section 3.1 hereof, the Corporation (i) shall pay to
the Employee as a result of the Employee's services the amount set forth in
Exhibit A hereto in accordance with the performance standards set forth in such
Exhibit A, and (ii) may pay any additional amounts as, in the discretion of the
Corporation's Board of Directors or the Compensation Committee (if any), it may
desire as a result of the Employee's services.
3.3 No Reduction; Minimum Annual Increase of Base
Compensation. The compensation paid to the Employee by the Corporation
pursuant to this Section 3 shall not be reduced by any amounts received or
earned by the Employee with respect to any outside activities or services
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permitted under Section 2.2 hereof. In addition, it is agreed that Base
Compensation shall in all events be increased annually by at least the greater
of five per cent (5%) or the inflation rate for the previous year (as measured
by the Consumer Price Index prepared and published by the United States
Department of Labor) over the Term or Extended Term of this Agreement.
4. OTHER BENEFITS
4.1 Life Insurance. So long as it does not adversely affect
the Employee's ability to obtain life insurance in the general market at
prevailing premiums, the Corporation, at its discretion, shall have the right
to take out life insurance or other insurance with respect to the Employee, at
the Corporation's cost and for the Corporation's benefit, and the Employee
shall have no rights in such insurance policies or their proceeds. The
Employee shall cooperate with the Corporation in obtaining such insurance, and
shall timely submit to any required medical or other examinations in Las Vegas,
Nevada, provided that if such medical examination cannot be conducted by the
Employee's personal physician, (a) the Employee shall have the right to have
such physician attend such examinations and (b) the examining physician shall
be based in Las Vegas, Nevada and be subject to the Employee's approval, not to
be unreasonably withheld. Upon termination of this Agreement, the Employee
shall have the right to acquire ownership of such insurance policies upon
reimbursement to the Corporation of the cash surrender value thereof, if any,
and the pro rata portion of any premium paid applicable to future periods.
4.2 Insurance Benefits. The Corporation shall continue to
make available to the Employee any benefits of a type, nature and amount
comparable to those benefits which have been heretofore provided to the
Employee up to this time by the Corporation, and in any event no less favorable
than the best benefits of its type made available to any other employee of the
Corporation from time to time during the Term or the Extended Term (including,
without limitation, any disability, medical and dental insurance).
4.3 Expenses. To the extent not otherwise reimbursed under
this Agreement, the Corporation shall reimburse the Employee for all reasonable
and customary expenses which the Employee shall incur in connection with the
Employee's services to the Corporation or any subsidiary pursuant to this
Agreement. All additional benefits are to be authorized by and subject to
approval by the Corporation's Board of Directors.
4.4 Vacation; Sick Leave. The Corporation shall provide to
the Employee such paid vacation and paid sick leave as outlined in the
Corporation's Associate Managed Time Off (AMTO) Policy which do not materially
interfere with the Employee's performance of his obligations hereunder.
5. DEATH OF EMPLOYEE
5.1 Effect. This Agreement shall automatically terminate upon
the Employee's death (the "Section 5 Termination"). Upon such termination the
Corporation shall:
(i) pay to the Employee's estate the accrued amount of the compensation,
benefits, reimbursements or other sums payable pursuant to this Agreement, such
amounts to be prorated through the date of the Section 5 Termination (other
than expense reimbursements which will be paid in full), if, as and when such
amounts would be paid but for such termination of this Agreement;
(ii) pay to Employee's estate a lump sum payment equal to one-half the
then effective Base Compensation,
(iii) beginning six months after such Section 5 termination date, pay
to Employee's estate periodic amounts equal to the amounts of Base Compensation
which employee would have received hereunder if, as and when such amounts would
be paid but for such Section 5 termination, such payments to continue for the
period beginning six months after such Section 5 termination date and ending on
the later to occur of: (A) twelve months from the date of such termination and
(B) the date which would have been the end of the Term or Extended Term, as the
case may be, but for such termination, and
(iv) provide to the immediate family of the Employee the continuation of
their health insurance benefits at the Corporation's expense for a period of
two years from the Section 5 termination date. Except for the amounts payable
by Corporation pursuant to the preceding sentence, all obligations of the
Corporation with respect to compensation and benefits under this Agreement
shall cease upon a Section 5 Termination.
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Option Extension. The Corporation shall use its best
efforts to obtain stockholder approvals, to the extent required, of amendments
to any stock option plan it may have which would provide that the termination
date for all options held under each such plan by the Employee and exercisable
as of the date of his death shall remain exercisable until (i) the termination
date as set forth in the respective option certificates or (ii) 18 months after
the Section 5 Termination, whichever is later.
6. DISABILITY OF EMPLOYEE
6.1 Determination. The Employee shall be considered disabled
if, due to illness or injury, either physical or mental, he is unable to
perform his customary duties and responsibilities as required by this Agreement
for more than six (6) months in the aggregate out of any period of twelve (12)
consecutive months. The determination that the Employee is disabled shall be
made by the Board of Directors of the Corporation (with the Employee abstaining
from the decision if he is then a member of such Board), based upon an
examination and certification by a physician based in Las Vegas, Nevada
selected by the Corporation subject to the Employee's approval, which approval
shall not be unreasonably withheld. The Employee agrees to submit timely to
any required medical or other examination, provided that such examination shall
be conducted in Las Vegas and that if the examining physician is other than the
Employee's personal physician, the Employee shall have the right to have such
personal physician present at such examination.
6.2 Effect of Disability. If the Employee is determined to be
disabled pursuant to this Section 6, the Corporation shall have the option to
terminate this Agreement by written notice to the Employee stating the date of
termination, which date may be any time subsequent to the date of such
determination, except that the Corporation shall pay to the Employee: (i) the
accrued amount of the compensation, benefits, reimbursements and other sums
payable pursuant to this Agreement, prorated through the date of termination
(other than expense reimbursements which shall be paid in full), if, as and
when such amounts would be paid but for the termination of this Agreement, and
(ii) a lump sum payment equal to twice the then Base Compensation. Except for
the amounts payable by the Corporation pursuant to the preceding sentence, all
obligations of the Corporation with respect to compensation and benefits under
this Agreement shall cease upon any such termination.
6.3 Option Extension. The Corporation shall use its best
efforts to obtain stockholder approvals, to the extent required, of amendments
to any stock option plan it may have which would provide that the termination
date for all options held under such plans by the Employee and exercisable as
of the date of the termination of Employee (as a result of Employee's
disability) shall remain exercisable until (i) the termination date as set
forth in the respective option certificates or (ii) 18 months after the date of
termination (as a result of Employee's disability), whichever is later.
7. INDEMNIFICATION AND INSURANCE
7.1 Obligation. The Corporation shall indemnify and hold
harmless, and in any action, suit or proceeding, defend the Employee (with the
Employee having the right to use counsel of his choice) against all expenses,
costs, liabilities and losses (including attorneys' fees, judgments and fines,
and amounts paid or to be paid in any settlement) (collectively "Indemnified
Amounts") reasonably incurred or suffered by the Employee in connection with
the Employee's service as a director or officer of the Corporation or any
affiliate to the full extent permitted by the By-laws of the Corporation as in
effect on the date of this Agreement, or, if greater, as permitted by the
general corporation law of the jurisdiction of the Corporation's incorporation
(the "GCL"), provided that the indemnity afforded by the Corporation's By-laws
shall never be greater than permitted by the GCL. The Company shall advance on
behalf of Employee all Indemnified Amounts as they are incurred. To the extent
a change in the GCL (whether by statute or judicial decision) permits greater
indemnification than is now afforded by the By-laws and a corresponding
amendment shall not be made in said By-laws, it is the intent of the parties
hereto that the Employee shall enjoy the greater benefits so afforded by such
change.
7.2 Determination. A determination that indemnification
with respect to any claims by the Employee pursuant to this Section 7 is proper
shall be made by independent legal counsel selected by the Board of Directors
of the Corporation and set forth in a written opinion furnished by such counsel
to the Board of Directors, the Corporation and the Employee. In the event it
is determined by such
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counsel that Employee is not entitled to indemnification pursuant to this
Section 7 (and if contested by Employee, such determination is confirmed by the
final non-appendable order of a court of competent jurisdiction), or if a court
of competent jurisdiction determines in a final non-appendable order that
Employee is not entitled to indemnification pursuant to this Section 7,
Employee hereby undertakes that he shall promptly reimburse the Company for all
such advances of Indemnified Amounts made by the Company on Employee's behalf.
7.3 Effect. This Agreement establishes contract rights which
shall be binding upon, and shall inure to the benefit of, the heirs, executors,
personal and legal representatives, successors and assigns of the Employee and
the Corporation.
7.4 Other Rights. The contract rights conferred by this
Section 7 shall not be exclusive of any other right which the Employee may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation or By-laws, agreement, vote of stockholders or disinterested
directors or otherwise. This Section 7 shall not be deemed to affect any
rights to subrogation which may exist in any policy of directors and officers
liability insurance.
7.5 Notice of Claims. The Employee shall advise promptly the
Corporation in writing of the institution of any action, suit or proceeding
which is or may be subject to this Section 7, provided that Employee's failure
to so advise the Corporation shall not affect the indemnification provided for
herein, except to the extent such failure has a material and adverse effect on
the Corporation's ability to defend such action, suit or proceeding.
7.6 Indemnification Insurance. The Employee shall be covered
by insurance, to the same extent as other senior executives and directors of
the Corporation are covered by insurance, with respect to (a) directors and
officers liability, (b) errors and omissions, and (c) general liability
insurance. The Corporation shall maintain reasonable and customary insurance
of the type specified in parts (b) and (c) in the preceding sentence. The
Employee shall be a named insured or additional insured, without right of
subrogation against him, under any policies of insurance carried by the
Corporation. The Corporation will, in good faith, make efforts to maintain
insurance coverage of the type specified in part (a) above at commercially
reasonable rates, but the failure to obtain such coverage shall not constitute
a breach of the Corporation's obligations hereunder.
8. TERMINATION
8.1 By The Corporation For Cause. The Corporation may
terminate this Agreement for cause at any time. For purposes of this
Agreement, the term "cause," when used in connection with termination of the
Agreement by the Corporation under this Section 8.1, shall be limited to (i)
the willful engaging by the Employee in gross misconduct which is materially
injurious to the Corporation, (ii) conviction of the Employee of a felony
involving any financial impropriety or which would materially interfere with
the Employee's ability to perform his services required under this Agreement or
otherwise be materially injurious to the Corporation, or (iii) the willful
refusal of the Employee to perform in a material respect any of his material
obligations under this Agreement without proper justification after being
notified with specificity by the Board of Directors in writing of the
particular respects in which the Board of Directors asserts that Employee has
not performed such material obligations. For purposes of this Section 8.1, no
act, or failure to act, on the Employee's part shall be considered willful
unless done, or admitted to be done, by the Employee in bad faith and without
reasonable belief that such action or omission was in the best interest of the
Corporation.
8.2 By The Employee For Cause. The Employee may terminate
this Agreement for cause at any time. For purposes of this Agreement, the term
"cause" when used in connection with the termination of the Agreement by the
Employee under this Section 8.2 shall be limited to the failure of the
Corporation to perform in a material respect any of its material obligations
under this Agreement without proper justification.
8.3 Procedure For "Cause" Termination. Any termination of
this Agreement pursuant to Section 8.1 or 8.2 hereof shall be effective only if
(i) the terminating party exercises such right of termination in writing
delivered to the non-terminating party within sixty (60) days of the
terminating party having actual knowledge of the event giving rise to the right
of termination, and (ii) the non-terminating party shall have failed to correct
or reverse the event giving rise to such right of termination
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within thirty (30) days of the receipt of such notice. Such termination shall
be effective upon the expiration of the period referred to in clause (ii)
above; provided, however, that should the Corporation seek such termination the
Employee may contest such termination and demand arbitration as to the validity
of the termination pursuant to the procedure in Section 11.1 of this Agreement.
8.4 By The Corporation Without "Cause". The Corporation may
not terminate the Agreement without "cause," as defined in Section 8.1 of this
Agreement.
8.5 By The Employee Without "Cause". The Employee shall have
the right to terminate this Agreement without "cause" and in his discretion,
upon written notice to be given to the Corporation not less than sixty (60)
days prior to the effective date of such termination.
8.6 Effect of Termination. (a) If this Agreement is
terminated for any reason prior to the end of the stated Term, or an Extended
Term, as the case may be, neither party shall have any further obligation under
this Agreement except with respect to those provisions of this Agreement which,
by their terms, require performance by the parties subsequent to termination of
this Agreement.
(a) If this Agreement is terminated by the Corporation for
"cause" pursuant to Section 8.1 hereof or by the Employee without "cause"
pursuant to Section 8.5 hereof, the Corporation shall pay to the Employee the
accrued amount of the compensation benefits, reimbursement and other sums
payable pursuant to this Agreement up to the effective date of termination,
prorated through the effective date of termination (other than expense
reimbursements which will be paid in full) if, as and when such amounts could
be paid but for the termination of this Agreement.
(b) If this Agreement is terminated by the Employee for
"cause" pursuant to Section 8.1 hereof or by the Corporation without "cause",
the Employee shall be entitled to receive (i) health insurance benefits
provided for in this Agreement (A) through the end of the stated Term or (B) 24
months from the date of termination, whichever is the longer, and (ii) a lump
sum payment equal to twice the then Base Compensation. Any amounts payable to
the Employee under this paragraph (c) shall not be reduced by any amounts
earned or received by the Employee from any third party at any time after such
termination; there being no requirement on the part of the Employee to mitigate
damages and no amounts received by him from others may be used to mitigate
damages.
8.7 Termination Following Change of Ownership. If this
Agreement is terminated by either party within one year following a "change in
the ownership" (as defined below) of the Corporation, and in lieu of the
benefits provided for in Section 8.6(b) and 8.6(c)(ii), Corporation shall pay
to Employee a lump sum payment equal to 2.99 times the average annual
compensation paid by the Corporation and includable by Employee in his gross
income during the lesser of (i) the period of time employed by Corporation or
(ii) the five tax years ended prior to the tax year in which such change of
ownership or control occurs. For purposes of this Section 8.7, a "change in
the ownership" of the Corporation will be deemed to have occurred upon: (i)
completion of a transaction resulting in a consolidation, merger, combination
or other transaction in which the common stock of the Corporation is exchanged
for or changed into other stock or securities, cash and/or any other property
and the holders of the Corporation's common stock immediately prior to
completion of such transaction are not, immediately following completion of
such transaction, the owners of at least a majority of the voting power of the
surviving entity, (ii) a tender or exchange offer by any person or entity other
than Employee and/or his affiliates for fifty percent (50%) of the outstanding
shares of common stock of the Corporation is successfully completed, (iii) the
Corporation has sold all or substantially all of the Corporation's assets, (iv)
during any period of twenty-four (24) consecutive months, individuals who at
the beginning of such period constituted the board of directors of the
Corporation (together with any new or replacement directors whose election by
the board of directors, or whose nomination for election, was approved by a
vote of at least a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or
nomination for reelection was previously so approved) cease for any reason to
constitute a majority of the directors then in office, and (v) any other event
resulting in a change in the ownership of the Corporation. Notwithstanding
anything contained herein to the contrary, the payment by Corporation to
Employee pursuant to this Section 8.7 shall be reduced to the extent necessary
to prevent any portion of such payment to be characterized as an excess
parachute payment under Section 280G of the Internal Revenue Code of 1986, as
amended, or any successor provision thereof, which may be applicable to a
payment pursuant to this Section 8.7.
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8.8 Expiration Of Term. Subject to Section 8.7, upon the
termination of this Agreement upon the expiration of the Term or Extended Term,
as the case may be, or by Employee pursuant to Section 8.5, the Corporation
shall pay Employee a lump sum termination payment equal to the then effective
Base Compensation.
9. CONFIDENTIAL INFORMATION: NONDISCLOSURE, ETC.
9.1 Confidentiality. Except as may be in furtherance of the
Employee's performance of his functions as the Corporation's most senior
executive officer (including, without limitation, in connection with
acquisitions, dispositions, financings and other significant corporate
transactions, developments or planning which involve the participation of third
parties) or otherwise with the consent of the Board of Directors, the Employee
shall not, throughout the Term of this Agreement and thereafter, disclose to
any third party, or use or authorize any third party to use, any material
information relating to the material business or interests of the Corporation
(or any of its subsidiaries) which Employee knows to be confidential and
valuable to the Corporation or any of its subsidiaries (the "Confidential
Information"). The Confidential Information is and will remain the sole and
exclusive property of the Corporation, and, during the Term of this Agreement,
the Confidential Information, when entrusted to the Employee's custody, shall
be deemed to remain at all times in the Corporation's sole possession and
control. Notwithstanding the foregoing, the Employee may, after prior written
notice to the Corporation (to the extent such notice is possible under the
circumstances) disclose such Confidential Information pursuant to subpoena or
other legal process, and promptly thereafter shall advise the Corporation in
writing as to the Confidential Information which was disclosed and the
circumstances of such disclosure.
9.2 Return of Documents. Upon termination of this Agreement
for any reason whatsoever, or whenever requested by the Board of Directors of
the Corporation, the Employee shall return or cause to be returned to the
Corporation all of the Confidential Information or any other property of the
Corporation in the Employee's possession or custody or at his disposal, which
he has obtained or been furnished, without retaining any copies thereof.
10. NON-COMPETITION
10.1 Restriction. Subject to Section 2.2 hereof, the Employee
shall not, (i) throughout the Term or Extended Term of this Agreement, as the
case may be, and (ii) for a period of 12 months thereafter, in each case
without the Corporation's prior written consent, render services to a business,
or plan for or organize a business, which is materially competitive with or
similar to the business of the Corporation or of any of its subsidiaries by
becoming an owner, officer, director, shareholder (owning more than 4.9% of
such business' equity interests), partner, associate, employee, agent or
representative or consultant or serve in any other capacity in any such
business.
10.2 Trade Secrets. Subject to Section 2.2 hereof, all ideas
and improvements which are protectable by patent or copyright or as trade
secrets, conceived or reduced to practice (actually or constructively) during
the Term of this Agreement by the Employee, shall be the property of the
Corporation; provided, however, that the provisions of this Section 10.2 shall
not apply to an invention for which no equipment, supplies, facility or trade
secret information of the Corporation was used and which was developed entirely
on the Employee's own time, and (a) which does not relate to (i) the business
of the Corporation or any of its subsidiaries or (ii) the actual or
demonstrably anticipated research or development by the Corporation of any of
its subsidiaries or (b) which does not result from any work performed by the
Employee pursuant to this Agreement.
11. REMEDIES
11.1 Arbitration. In the event of any dispute or controversy
arising under, out of or relating to this Agreement or the breach hereof other
than under Section 9 or 10 hereunder for which the Corporation may seek
injunctive relief, it shall be determined by arbitration in Las Vegas, Nevada
to be heard by a single arbitrator chosen by the Corporation and the Employee,
provided that if the Corporation and the Employee cannot agree on a single
arbitrator, each shall select one arbitrator and the arbitrators so selected
shall select a third arbitrator, and the panel of three arbitrators shall
determine the dispute. The arbitration is to commence within four (4) weeks
after service a demand for arbitration by either party,
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and each party shall have the right to make one document request on the other
party prior to commencement of the arbitration proceeding, but no other
discovery shall be conducted other than that which is agreed upon in writing by
both parties. Such arbitration and any award made therein shall be binding
upon the Corporation and the Employee.
11.2 Injunctive Relief. The Employee acknowledges and agrees
that any material breach which occurs or which is threatened of Section 9 or 10
hereof shall cause substantial and irreparable damage to the Corporation in an
amount and of a character difficult to ascertain. Accordingly, in addition to
any other relief to which the Corporation may otherwise be entitled at law, in
equity or by statute, or under this Agreement, the Corporation shall also be
entitled to seek such immediate temporary, preliminary and permanent injunctive
relief on such breach or threatened breach of Section 9 or 10 hereof as may be
granted through appropriate proceedings.
11.3 Fees. If any action at law or in equity or arbitration is
necessary to enforce or interpret the terms and conditions of this Agreement,
the prevailing party shall be entitled to reasonable attorney's, accountant's
and expert's fees, costs and necessary disbursements in addition to any other
relief to which it or he may be entitled. As used in this Section 11.3, the
term prevailing party shall include, but not be limited to, any party against
whom a cause of action, demand for arbitration, complaint, cross-complaint,
counterclaim, cross-claim or third party complaint is voluntarily dismissed,
with or without prejudice.
12. NOTICES
All notices required or permitted hereunder shall be in writing
and shall be delivered in person, by facsimile, telex or equivalent form of
written communication, or sent by certified or registered mail, return receipt
requested, postage prepaid, as follows:
To Corporation:
Chadmoore Wireless Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
Fax: ▇▇▇-▇▇▇-▇▇▇▇
To the Employee:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chadmoore Wireless Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
or such other party and/or address as either party may designate in a written
notice delivered to the other party in the manner provided herein. All notices
required or permitted hereunder shall be deemed duly given and received on the
date of delivery, if delivered in person or by facsimile, telex or other
equivalent written telecommunication, or on the seventh day next succeeding the
date of mailing if sent by certified or registered mail.
13. FURTHER ACTION
The Corporation and the Employee each agrees to execute and
deliver such further documents as may be reasonably necessary by the other in
order to give effect to the intentions expressed in this Agreement.
14. HEADING; INTERPRETATIONS
The headings and captions used in this Agreement are for convenience only and
shall not be construed in interpreting this Agreement.
15. ASSIGNABILITY
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This Agreement and the rights and duties under it may not be
assigned by any party hereto without the prior written consent of the other
party hereto. The parties expressly agree that any attempt to assign rights
and duties without such written consent shall be null and void and of no force
and effect. The terms and provisions of this Agreement shall bind successors
and assigns of the Corporation.
16. ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding of
the parties with respect to the matters herein, and supersedes all existing
negotiations, representations or agreements and all other oral, written and
other communications between them concerning the subject matter of this
Agreement.
17. AMENDMENTS
This Agreement may be amended or modified in whole or in part
only by an agreement in writing signed by the Corporation and the Employee.
18. WAIVER AND SEVERABILITY
The waiver by either party of a breach of any terms or conditions
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by such party. In the event that one or more provisions of
this Agreement shall be declared to be invalid, illegal or unenforceable under
any law, rule or regulation, such invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of the other
provisions of this Agreement.
19. GOVERNING LAW
This Agreement and the rights of the parties under it shall be
governed by and construed in accordance with laws of the State of Nevada,
including all matters of construction, validity, performance and enforcement
and without giving effect to the principles of conflict of laws, except that
matters of corporate law and governance shall be governed by and construed in
accordance with the laws of the State of Nevada.
20. COUNTERPARTS
This Agreement may be executed in any number of counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed Agreement as of the day
and year first above written.
EMPLOYEE
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
CHADMOORE WIRELESS GROUP, INC.
By:
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Title:
ATTEST: