EXHIBIT 10.5
EXECUTIVE EMPLOYMENT AGREEMENT
PARTIES
ODYSSEY MARINE EXPLORATION, INC.
(A NEVADA CORPORATION)
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AND
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Chief Operating Officer
Effective April 15, 2002
RECITALS
A. Odyssey wishes to obtain the services of Executive for the term of this
Agreement, and Executive wishes to provide his or her services for such
period.
B. Odyssey desires reasonable protection of Odyssey's Confidential
Information (as defined below).
C. Odyssey desires assurance that Executive will not compete with Odyssey,
engage in recruitment of Odyssey's employees or make disparaging statements
about Odyssey after termination of employment, and Executive is willing to
refrain from such competition, recruitment and disparagement.
D. Executive desires to be assured of a minimum Base Salary (as defined
below) from Odyssey for Executive's services for the term of this Agreement
(unless terminated earlier pursuant to the terms of this
Agreement).
E. It is expressly recognized by the parties that Executive's acceptance of,
and continuance in, Executive's position with Odyssey and agreement to be
bound by the terms of this Agreement represents a substantial commitment to
Odyssey in terms of Executive's personal and professional career and a
foregoing of present and future career options by Executive, for all of which
Odyssey receives substantial value.
F. The parties wish to replace any and all prior employment agreements.
NOW, THEREFORE, in consideration of Executive's acceptance of and continuance
in Executive's employment for the term of this Agreement and the parties'
agreement to be bound by the terms contained herein, the parties agree as
follows:
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ARTICLE I
DEFINITIONS
1.01 "BASE SALARY" shall mean regular cash compensation paid on a periodic
basis exclusive of benefits, bonuses or incentive payments.
1.02 "BOARD" shall mean the Board of Directors of Parent Corporation.
1.03 "ODYSSEY" shall mean Odyssey Marine Exploration, Inc., and
(a) Any Subsidiary (as that term is defined in Section 1.07); and
(b) Any successor in interest by way of consolidation, operation of law,
merger or otherwise.
1.04 "CONFIDENTIAL INFORMATION" shall mean information or material of Odyssey
which is not generally available to or used by others, or the utility or value
of which is not generally known or recognized, whether or not the underlying
details are in the public domain, including:
(a) Information or material relating to Odyssey and its business as
conducted or anticipated to be conducted; business plans; research and
operations past, current or anticipated; partners, customers or prospective
partners or customers; or research, engineering, development, purchasing,
accounting, or marketing activities;
(b) Information or material relating to Odyssey's improvements,
discoveries, "know-how," technological developments, or unpublished writings
or other works of authorship, or to the materials, apparatus, processes,
formulae, plans or methods used in the development or marketing of Odyssey's
technology, products or services;
(c) Information on or material relating to Odyssey which when received is
marked as "proprietary," "private," or "confidential;"
(d) Trade secrets of Odyssey; contracts in any state of development or
completion, partner or government negotiations relative to discoveries or
potential discoveries, strategic and tactical business plans whether discussed
or documented in internal Odyssey documents;
(e) Specialized technology of Odyssey in various stages of development,
including computer programs, software designs, specifications, programming
aids (including "library subroutines" and productivity tools), programming
languages, interfaces, visual displays, technical documentation, user manuals,
data files and databases of Odyssey; and
(f) Any similar information of the type described above which Odyssey
received from another party and which Odyssey treats as or designates as being
proprietary, private or confidential, whether or not owned or developed by
Odyssey.
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Notwithstanding the foregoing, "Confidential Information" does not
include any information which is properly published or in the public domain;
provided, however, that information which is published by or with the aid of
Executive outside the scope of employment or contrary to the requirements of
this Agreement will not be considered to have been properly published, and
therefore will not be in the public domain for purposes of this Agreement.
1.05 "DISABILITY" shall mean the inability of Executive to perform his duties
under this Agreement because of illness or incapacity for a continuous period
of six months.
1.06 "PARENT CORPORATION" shall mean Odyssey Marine Exploration, Inc., and any
successor in interest by way of consolidation, operation of law, merger or
otherwise. "Parent Corporation" shall not include any Subsidiary.
1.07 "SUBSIDIARY" shall mean: (a) any corporation at least a majority of whose
securities having ordinary voting power for the election of directors (other
than securities having such power only by reason of the occurrence of a
contingency) is at the time owned by Parent Corporation and/or one or more
Subsidiaries; and (b) any division or business unit (or portion thereof) of
Parent Corporation or a corporation described in clause (a) of this Section
1.07.
ARTICLE II
EMPLOYMENT, DUTIES, TERM AND STATUS
2.01 EMPLOYMENT. Upon the terms and conditions set forth in this Agreement,
Odyssey hereby employs Executive, and Executive accepts such employment.
2.02 DUTIES. Executive shall devote his or her full-time and best efforts to
Odyssey and to fulfilling the duties of his or her position which shall
include such duties as may from time to time be assigned him by Odyssey,
provided that such duties are reasonably consistent with Executive's
education, experience and background. Executive shall comply with Odyssey's
policies and procedures to the extent they are not inconsistent with this
Agreement in which case the provisions of this Agreement prevail.
1.03. TERM. Subject to the provisions of Articles IV, this Agreement and
Executive's employment shall continue until March 1, 2005.
1.04 EXECUTIVE OFFICER STATUS. Executive acknowledges that he will be an
"executive officer" of the Company for purposes of the Securities Act of 1933
as amended (the "1933 Act"), and the Securities Exchange Act of 1934 as
amended (the "1934 Act"), and he will comply in all respects with all the
rules and regulations under the 1933 Act and the 1934 Act applicable to him in
a timely and non-delinquent manner. In order to assist the company in
complying with its obligations under the 1933 Act and the 1934 Act, Executive
will provide to the Company such information about Executive as the Company
will reasonably request including, but not limited to, information relating to
personal history and stockholdings. Executive will report to the General
Counsel of the Company or other designated officer of the Company all changes
in beneficial ownership of any shares of the Company Common and Preferred
Stock deemed to be beneficially owned by Executive and/or any members of
Executive's family.
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ARTICLE III
COMPENSATION AND EXPENSES
3.01 BASE SALARY. For all services rendered under this Agreement during the
term of this Agreement, Odyssey shall pay Executive a minimum Base Salary at
the annual rate of $100,000. If Executive's salary is increased from time to
time during the term of this Agreement, the increased amount shall be the Base
Salary for the remainder of the term.
3.02 BONUS AND INCENTIVE. Bonus or incentive compensation shall be at the
sole discretion of the Compensation Committee of the Board of Directors. The
Compensation Committee shall have the right, to alter, amend or eliminate any
bonus or incentive plans, or Executive's participation therein, without
compensation to Executive.
3.03 BUSINESS EXPENSES. Odyssey shall, consistent with its policies in effect
from time to time, bear all ordinary and necessary business expenses incurred
by Executive in performing his or her duties as an employee of Odyssey,
provided that Executive accounts promptly for such expenses to Odyssey in the
manner prescribed from time to time by Odyssey.
3.04 EMPLOYEE BENEFITS, VACATION. Odyssey shall provide Executive any health,
life or disability insurance, pension, retirement savings, or any other
benefit plan or arrangement now or hereafter maintained by Odyssey for its
senior executives generally, and participation therein shall be in accordance
with the provisions thereof generally applicable to such executives. Executive
shall receive at least four weeks of paid vacation per annum.
ARTICLE IV
TERMINATION
4.01 EARLY TERMINATION. This Article does not alter the respective continuing
obligations of the parties pursuant to Articles V, VI.
4.02 TERMINATION FOR CAUSE. Odyssey may terminate this Agreement and
Executive's employment immediately for cause. For the purpose hereof "cause"
means:
(a) A conviction or adjudication for Fraud;
(b) Theft or embezzlement of Odyssey assets;
(c) Failure to follow Odyssey's conduct and ethics policies; and/or the
continued failure by Executive to attempt in good faith to perform his or her
duties as reasonably assigned to Executive pursuant to Section 2.02 of Article
II of this Agreement for a period of 60 days after a written demand for such
performance, which specifically identifies the manner in which it is alleged
Executive has not attempted in good faith to perform such duties or has
violated Odyssey's conduct and ethics policies.
In the event of termination for cause pursuant to this Section 4.02,
Executive shall be paid at the usual rate of Executive's annual Base Salary
through the date of termination specified in any written notice of
termination.
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4.03 TERMINATION WITHOUT CAUSE. Either Executive or Odyssey may terminate
this Agreement and Executive's employment without cause on at least 75 days'
written notice. In the event of termination of this Agreement and of
Executive's employment pursuant to this Section 4.03, compensation shall be
paid as follows:
(a) If Executive gives the notice of termination, Executive shall be
paid at the usual rate of his or her annual Base Salary through the 75-day
notice period;
(b) If the notice of termination is given by Odyssey, (1) Executive
shall be paid at the usual rate of his or her annual Base Salary through the
75 day notice period, however, Odyssey shall have the option of making
termination of the Agreement and Executive's employment effective immediately
upon notice in which case Executive shall be paid a lump sum representing the
value of 75 days worth of salary; and (2) Executive shall receive, starting
within 15 days after the end of the 75 day notice period, two year's Base
Salary payable, at the sole discretion of Odyssey, in either the form of a
lump sum payment or on a regular payroll period basis. (3) Executive shall
receive the bonus, if any, to which Executive would otherwise have become
entitled under all applicable Odyssey bonus plans in effect at the time of
termination of this Agreement had Executive remained continuously employed for
the full fiscal year in which termination occurred and continued to perform
his or her duties in the same manner as they were performed immediately prior
to termination, multiplied by a fraction, the numerator of which shall be the
number of whole months Executive was employed in the year in which termination
occurred and the denominator of which is 12. This bonus amount shall be paid
within 15 days after the date such bonus would have been paid had Executive
remained employed for the full fiscal year. (4) Odyssey shall provide or make
arrangements for reasonable outplacement services for Executive based on his
or her level within Odyssey.
4.04 TERMINATION IN THE EVENT OF DEATH OR DISABILITY. This Agreement shall
terminate in the event of death or disability of Executive.
(a) In the event of Executive's death, Odyssey shall pay an amount equal
to 12 months of Base Salary at the rate in effect at the time of Executive's
death plus the amount Executive would have received in annual incentive plan
bonus for the year in which the death occurs had "target" goals been achieved.
Such amount shall be paid (1) to the beneficiary or beneficiaries designated
in writing to Odyssey by Executive, (2) in the absence of such designation to
the surviving spouse, or (3) if there is no surviving spouse, or such
surviving spouse disclaims all or any part, then the full amount, or such
disclaimed portion, shall be paid to the executor, administrator or other
personal representative of Executive's estate. The amount shall be paid as a
lump sum as soon as practicable following Odyssey's receipt of notice of
Executive's death. All such payments shall be in addition to any payments due
pursuant to Section 4.04(c) below.
(b) In the event of Executive's disability, Base Salary shall be
terminated as of the end of the month in which the last day of the six-month
period of Executive's inability to perform his or her duties occurs.
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(c) In the event of termination by reason of Executive's non-job related
disability Odyssey shall pay to Executive any amount equal to (1) the amount
Executive would have received in annual incentive plan bonus for the year in
which termination occurs had "target" goals been achieved, multiplied by (2) a
fraction, the numerator of which shall be the number of whole months Executive
was employed in the year in which the death or disability occurred and the
denominator of which is 12. The amount payable pursuant to this Section
4.04(c) shall be paid within 15 days after the date such bonus would have been
paid had Executive remained employed for the full fiscal year.
(d) In the event of termination by reason of Executives job-related
disability, Odyssey shall pay an amount equal to 12 months of Base Salary at
the rate in effect at the time of Executive's death plus the amount Executive
would have received in annual incentive plan bonus for the year in which the
death occurs had "target" goals been achieved. Such amount shall be paid (1)
to the beneficiary or beneficiaries designated in writing to Odyssey by
Executive, (2) in the absence of such designation to the surviving spouse, or
(3) if there is no surviving spouse, or such surviving spouse disclaims all or
any part, then the full amount, or such disclaimed portion, shall be paid to
the executor, administrator or other personal representative of Executive's
estate. The Base Salary amount payable pursuant to this Section 4.04(d) shall
be paid within 15 days after the date of termination and the incentive bonus
shall be paid at such time as the bonus would have been paid had Executive
remained employed for the full fiscal year.
4.05 RETIREMENT.
(a) Executive may terminate this Agreement and Executive's employment as
a result of Executive's decision to retire from Odyssey. Executive shall
provide Odyssey with at least 75 days' written notice of the date upon which
Executive intends to retire. Executive shall be paid at the usual rate of his
or her annual Base Salary through the date of retirement stipulated in the
written notice.
(b) In the event that Executive terminates this Agreement as a result of
Executive's decision to retire from Odyssey and Executive is at least 55 years
of age with five or more years of service to Odyssey, then Executive (and
anyone entitled to claim under or through Executive) shall, until age 65, be
entitled to receive from Odyssey the same or equivalent health, dental,
accidental death and dismemberment, short and long-term disability, life
insurance coverages, and all other insurance policies and health and welfare
benefits programs, policies or arrangements, at the same levels and coverages
as Executive was receiving on the day immediately prior to his or her
retirement. Executive shall be required to pay no more for the above mentioned
benefits than he/she paid as an active employee, or if provided by Odyssey at
no cost to employees on the day immediately prior to Executive's retirement,
they shall continue to be made available to Executive on this basis.
4.06 ENTIRE TERMINATION PAYMENT. The compensation provided for in this
Article IV for early termination of this Agreement and termination pursuant to
this Article IV shall constitute Executive's sole remedy for such termination.
Executive shall not be entitled to any other termination or severance payment
which may be payable to Executive under any other agreement between Executive
and Odyssey.
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ARTICLE V
CONFIDENTIALITY, DISCLOSURE AND ASSIGNMENT
5.01 CONFIDENTIALITY. Executive will not, during the term or after the
termination or expiration of this Agreement or his employment, publish,
disclose, or utilize in any manner any Confidential Information obtained while
employed by Odyssey. If Executive leaves the employ of Odyssey, Executive will
not, without Odyssey's prior written consent, retain or take away any drawing,
writing, list, data or other record or information in any form containing any
Confidential Information.
5.02 BUSINESS CONDUCT AND ETHICS. During the term of employment with Odyssey,
Executive will engage in no activity or employment which may conflict with the
interest of Odyssey, and will comply with Odyssey's policies and guidelines
pertaining to business conduct and ethics. Noting in this Agreement shall
prohibit Executive from serving on one or more boards of director's of either
for profit or not-for-profit companies or chartable organizations so long as
the entities do not compete with Odyssey.
5.03 DISCLOSURE. Executive will disclose promptly in writing to Odyssey all
inventions, discoveries, software, writings and other works of authorship
which are conceived, made, discovered, or written jointly or singly on Odyssey
time, providing the invention, improvement, discovery, software, writing or
other work of authorship is capable of being used by Odyssey in the normal
course of business, and all such inventions, improvements, discoveries,
software, writings and other works of authorship shall belong solely to
Odyssey. Executive may petition the company and the Board of Directors to
negotiate for shared ownership and shared rights to royalties for published
work that reflects positively on the reputation and the net worth of the
company. Nothing in this paragraph shall prohibit the Executive from
authoring books or articles about shipwrecks or the shipwreck business
provided that such books and/or articles do not divulge any trade secrets or
Confidential Information and do not compete directly with any of Odyssey's
business.
5.04 INSTRUMENTS OF ASSIGNMENT. Except as the Executive and company may agree
to shared rights to ownership and royalties, Executive will sign and execute
all instruments of assignment and other papers to evidence vestiture of
Executive's entire right, title and interest in such inventions, improvements,
discoveries, software, writings or other works of authorship in Odyssey, at
the request and the expense of Odyssey, and Executive will do all acts and
sign all instruments of assignment and other papers Odyssey may reasonably
request relating to applications for patents, copyrights, and the enforcement
and protection thereof. If Executive is needed, at any time, to give
testimony, evidence, or opinions in any litigation or proceeding involving any
patents or copyrights or applications for patents or copyrights, both domestic
and foreign, relating to inventions, improvements, discoveries, software,
writings or other works of authorship conceived, developed or reduced to
practice by Executive, Executive agrees to do so, and if Executive leaves the
employ of Odyssey, Odyssey shall pay Executive at a rate mutually agreeable to
Executive and Odyssey, plus reasonable traveling or other expenses.
5.06 EXECUTIVE'S DECLARATION. Executive must declare his rights to inventions,
databases, improvements, discoveries, software, writings or other works of
authorship useful to Odyssey in the normal course of business, which were
conceived, made or written prior to the date of this Agreement and which is
excluded from this Agreement.
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ARTICLE VI
NON-COMPETITION, NON-RECRUITMENT, AND NON-DISPARAGEMENT
6.01 GENERAL. The parties hereto recognize and agree that (a) Executive is a
senior executive of Odyssey and is a key executive of Odyssey, (b) Executive
has received, and will in the future receive, substantial amounts of
Confidential Information, (c) Odyssey's business is conducted on a worldwide
basis, and (d) provision for non-competition, non-recruitment and
non-disparagement obligations by Executive is critical to Odyssey's continued
economic well-being and protection of Odyssey's Confidential Information. In
light of these considerations, this Article VI sets forth the terms and
conditions of Executive's obligations of non-competition, non-recruitment and
non-disparagement subsequent to the termination of this Agreement and/or
Executive's employment for any reason.
6.02 NON-COMPETITION.
(a) Unless the obligation is waived or limited by Odyssey in accordance
with subsection (b) of this Section 6.02, Executive agrees that for a period
of three years following termination of employment for any reason
("Non-Compete Period"), Executive will not directly or indirectly, alone or as
a partner, officer, director, shareholder or employee of any other firm or
entity, engage in any commercial activity in competition with any part of
Odyssey's business as conducted as of the date of such termination of
employment or with any part of Odyssey's contemplated business with respect to
which Executive has Confidential Information, provided however, that Odyssey
shall continue to pay the Executive at the Base Rate in effect at the time of
the Termination throughout the Non-Compete Period. For purposes of this
subsection (a), "shareholder" shall not include beneficial ownership of less
than five percent (5%) of the combined voting power of all issued and
outstanding voting securities of a publicly held corporation whose stock is
traded on a major stock exchange. Also for purposes of this subsection (a),
"Odyssey's business" shall include business conducted by Odyssey or its
affiliates and any partnership or joint venture in which Odyssey or its
affiliates is a partner or joint venturer; provided that, "affiliate" as used
in this sentence shall not include any corporation in which Odyssey has
ownership of less than fifteen percent (15%) of the voting stock.
(b) At its sole option Odyssey may, by written notice to Executive at any
time within the Non-Compete Period, waive or limit the time and/or geographic
area in which Executive cannot engage in competitive activity.
(c) During the Non-Compete Period, prior to accepting employment with or
agreeing to provide consulting services to, any firm or entity which offers
competitive products or services, Executive shall give 30 days prior written
notice to Odyssey. Such written notice shall describe the firm and the
employment or consulting services to be rendered to the firm or entity, and
shall include a copy of the written offer of employment or engagement of
consulting services. Odyssey's failure to respond or object to such notice
shall not in any way constitute acquiescence or waiver of Odyssey's rights
under this Article VI.
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(d) In the event Executive fails to provide notice to Odyssey pursuant to
subsection (c) of this Section 6.02 and/or in anyway violates its
non-competition obligation pursuant to Section 6.02, Odyssey may enforce all
of its rights and remedies provided to it under this Agreement, in law and in
equity, and Executive shall be deemed to have expressly waived any rights he
or she may have had to payments under subsection (d) of this Section 6.02.
6.03 NON-RECRUITMENT. For a period of three years following termination of
employment for any reason, Executive will not initiate or actively participate
in any other employer's recruitment or hiring of Odyssey employees without the
express permission of Odyssey. This provision shall not preclude Executive
from responding to a request (other than by Executive's employer) for a
reference with respect to an individual's employment qualifications.
6.04 NON-DISPARAGEMENT. Executive will not, during the term or after the
termination or expiration of this Agreement or Executive's employment, make
disparaging statements, in any form, about Odyssey, its officers, directors,
agents, employees, products or services which Executive knows, or has reason
to believe, are false or misleading.
6.05 SURVIVAL. The obligations of this Article VI shall survive the
expiration or termination of this Agreement and Executive's employment.
ARTICLE VII
GENERAL PROVISIONS
7.01 NO ADEQUATE REMEDY. The parties declare that it is impossible to measure
in money the damages which will accrue to either party by reason of a failure
to perform any of the obligations under this Agreement and therefore
injunctive relief is appropriate. Therefore, if either party shall institute
any action or proceeding to enforce the provisions hereof, the party against
whom such action or proceeding is brought hereby waives the claim or defense
that such party has an adequate remedy at law, and such party shall not urge
in any such action or proceeding the claim or defense that such party has an
adequate remedy at law.
7.02 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of Parent Corporation and each
Subsidiary, whether by way of merger, consolidation, operation of law,
assignment, purchase or other acquisition of substantially all of the assets
or business of Odyssey, and any such successor or assign shall absolutely and
unconditionally assume all of Odyssey's obligations hereunder.
7.03 NOTICES. All notices, requests and demands given to or made pursuant
hereto shall, except as otherwise specified herein, be in writing and be
delivered or mailed to any such party at its address:
(a) Odyssey Marine Exploration, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
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(b) In the case of Executive shall be: At the address listed on the last
page of this Agreement.
(c) Either party may, by notice hereunder, designate a changed address.
Any notice, if mailed properly addressed, postage prepaid, registered or
certified mail, shall be deemed dispatched on the registered date or that
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stamped on the certified mail receipt, and shall be deemed received within the
second business day thereafter or when it is actually received, whichever is
sooner.
7.04 CAPTIONS. The various headings or captions in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.
7.05 GOVERNING LAW. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of Florida and any and
every legal proceeding arising out of or in connection with this Agreement
shall be brought in the appropriate courts of the State of Florida each of the
parties hereby consenting to the exclusive jurisdiction of said courts for
this purpose. The parties hereto expressly recognize and agree that the
implementation of this Governing Law provision is essential in light of the
fact that Parent Corporation's corporate headquarters and its principal
executive offices are located within the State of Florida and there is a
critical need for uniformity in the interpretation and enforcement of the
employment agreements between Odyssey and its senior executives.
7.06 CONSTRUCTION. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
7.07 WAIVERS. No failure on the part of either party to exercise, and no
delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of
any other right or remedy granted hereby or by any related document or by law.
7.08 MODIFICATION. Any changes or amendments to this Agreement must be in
writing and signed by both parties.
7.09 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties hereto in reference to all the matters
herein agreed upon. This Agreement replaces in full all prior employment
agreements or understandings of the parties hereto, and any and all such prior
agreements or understandings are hereby rescinded by mutual agreement.
IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
Made effective the fifteenth day of April 2002
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Odyssey Marine Exploration, Inc.
By: ▇▇▇▇ ▇ ▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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