EMPLOYMENT AGREEMENT
EFFECTIVE DATE: May 11, 1998
PARTIES: Northwest Teleproductions, Inc. ("Northwest")
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Executive")
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RECITALS:
A. The following recitals shall be considered a part of this Agreement
and explain the general nature and purposes of Northwest's business and
Executive's rights and obligations under this Agreement. Any interpretation or
construction of this Agreement shall be considered in light of these recitals.
For purposes of this Agreement, "Northwest" includes Northwest Teleproductions,
Inc. and its affiliates.
B. Northwest is engaged in the specialized and highly competitive
business of production of videotape and film television programs for broadcast
and cable, corporate communications, advertising and commercial programs and
creative production services such as sound, special effects, animation, graphics
resources, and post production services.
C. Northwest, through its research, creativity and experience, has
developed and acquired valuable Confidential Information (as hereinafter
defined), including valuable trade secrets.
D. Northwest has disclosed and will continue to disclose the valuable
Confidential Information to Executive during his employment, and Executive will
otherwise be exposed to, come in contact with, help create, and be required to
use such Confidential Information.
E. Executive desires to enter into this Agreement for employment with
Northwest in which he may contribute to and receive Confidential Information,
and acknowledges that Northwest will suffer irreparable harm if Executive, after
developing, obtaining or becoming familiar with any Confidential Information,
makes any unauthorized disclosure or communication of any Confidential
Information to any third party or uses any Confidential Information in
competition with Northwest while employed or after the termination of his
employment.
F. Executive recognizes, agrees and understands that execution of this
Agreement is an express condition of his employment and promotion by Northwest.
G. The parties desire to set forth their understanding and agreements
with respect to the terms of Executive's employment by Northwest.
THEREFORE, in consideration of the employment and promotion of
Executive by Northwest and the compensation and benefits herein described or
made available later to Executive by Northwest, Executive and Northwest agree as
follows:
AGREEMENTS:
ARTICLE 1.
DEFINITIONS
1.01 Confidential Information. For the purposes of this Agreement,
"Confidential Information" means any information relating to Northwest or its
business not generally known to the public or proprietary to Northwest and
includes, without limitation, trade secrets, inventions, and information
pertaining to research, development, methods, processes, techniques,
engineering, purchasing, marketing, selling, accounting, licensing, copyrights
and pending copyrights, business systems, business techniques, customer lists,
prospective or potential customer lists, price lists, business strategies and
plans. For example, and without limiting the foregoing, Confidential Information
may be contained in Northwest's marketing plans or proposals, customer lists,
prospective or potential customer list, the particular needs and requirements of
customers, the particular needs and requirements of prospective or potential
customers, and the identity of customers or prospective or potential customers.
Information relating to Northwest or its business shall be treated as
Confidential Information irrespective of its source and any information which is
identified as being "confidential" or "trade secret" shall be presumed to be
Confidential Information.
ARTICLE 2.
EMPLOYMENT, COMPENSATION AND BENEFITS
2.01 Term of Employment. Northwest hereby agrees to employ Executive as
its President and Chief Executive Officer for a term commencing as of the date
Executive signs this Agreement and continuing to October 26, 1998 ("Initial
Term") unless earlier terminated pursuant to Article 5 hereof. Thereafter, this
Agreement shall renew annually, for one year periods, beginning October 27, 1998
unless either party terminates pursuant to Article 5 hereof or gives written
notice of the intent not to renew the Agreement. At any time beginning 90 days
before the termination of the Initial Term or, in the case of a renewal term,
the termination of any subsequent one-year renewal term, Executive may request
in writing that the Board inform him if it intends to renew Executive's
Employment Agreement and the Board shall provide within ten days of receipt of
such request a written response informing Executive whether it intends to renew
Executive's Employment Agreement.
2.02 Duties and Supervision. During Executive's employment by
Northwest, Executive agrees to devote his full-time best efforts to the business
and affairs of Northwest, and agrees to perform such services and duties as may,
from time to time, be assigned to him by the Board of Directors of Northwest.
Executive shall be held fully accountable for the results of Northwest. During
the term of Executive's employment with Northwest, Executive will not perform
services for any other person, firm or corporation, as an employee, agent,
independent contractor, or in any other capacity, without the express consent of
the Board of Directors of Northwest. Executive agrees to comply in every respect
with the general standards and policies of Northwest in effect from time to
time, all of which Northwest reserves the right to change in its sole
discretion.
2.03 Compensation. Northwest shall pay to Executive, or provide for
payment or delivery of, the following compensation and consideration for
services rendered by Executive:
2.03.1 Base Salary. During the term of the Agreement,
Northwest shall pay Executive an annual base salary of
One Hundred Fifty Thousand Dollars ($150,000), or such
other amount as decided by the Board of Directors of
Northwest but in no event shall the rate of such annual
Base Salary be less than $150,000 ("Base Salary").
Executive's compensation shall be subject to
withholding and other appropriate deductions, payable
in accordance with Northwest's normal payroll practices
in effect from time to time.
2.03.2 Bonus. For the fiscal year beginning 4/01/97 and each
fiscal year thereafter, Executive shall be eligible to
earn a Management Incentive Bonus for such fiscal year,
provided Executive is a Northwest employee on the last
day of such fiscal year. The Management Incentive Bonus
shall be based upon 5% of the pre-tax earnings for the
fiscal year in excess of 8% of shareholder equity at
the beginning of the fiscal year, up to a maximum of
50% of Executive's Base Salary with a minimum of Ten
Thousand Dollars ($10,000.00).
The Management Incentive Bonus earned by Executive
for any fiscal year shall be determined and earned
upon completion of Northwest's annual audit by its
independent certified public accountants.
2.03.3 Long Term Incentive. Northwest previously granted
Executive, on November 4, 1996, an incentive stock
option for 15,000 shares pursuant to the 1993 Northwest
Teleproductions, Inc. Stock Option Plan ("Plan"),
vesting to the extent of one-third of the total number
of shares each year beginning on the anniversary of the
date of grant. Northwest will take those steps
necessary to have its Board of Directors or a committee
of the Board grant Executive, on a date selected by the
Board but no later than the end of the current fiscal
quarter, an incentive stock option for an additional
35,000 shares pursuant to the Plan, vesting to the
extent of one-third of the total number of shares each
year beginning on the first anniversary of the date of
grant, and exercisable for a five-year term. The per
share exercise price shall equal the fair market value
(as defined in the Plan) of Northwest's common stock on
the date of grant. Executive and Northwest shall
execute a separate Incentive Stock Agreement setting
forth all other terms and conditions of the incentive
stock option.
2.03.4 Office. Executive understands that this position
offices out of Minneapolis and Executive shall work at
Northwest's Minneapolis headquarters as necessary to
perform the duties of his job. Northwest agrees to
reimburse Executive for travel between its Chicago and
Minneapolis offices and lodging during Executive's
working time at its Minneapolis offices. Executive
shall be responsible for meals.
2.04 Other Executive Benefits. Northwest agrees to provide the following
benefits to Executive.
2.04.1 Vacation. Executive shall be entitled to paid
vacation according to Northwest's employee handbook as
it exists from time to time, but shall receive not less
than four (4) weeks of paid vacation during each twelve
(12) month period of employment.
2.04.2 Expenses. Northwest shall reimburse Executive for all
documented reasonable and necessary out-of-pocket
expenses incurred in connection with performance of his
duties and obligations to Northwest hereunder.
2.04.3 Other Benefits. Northwest shall provide to Executive
participation in any other employee benefit programs
made available to employees generally from time to time
as established in the exclusive discretion of
Northwest's Board of Directors or authorized delegates
of the Board of Directors. Such benefits may include,
but are not limited to health insurance, dental
insurance, life insurance, paid holidays and
participation in qualified retirements plans. Northwest
retains the sole discretion to amend, modify, or
discontinue any and all benefit plans.
ARTICLE 3.
PROTECTION OF TRADE SECRETS AND
CONFIDENTIAL BUSINESS DATA
3.01 Scope. The definition of "Confidential Information" as set forth
in Article 1, Paragraph 1.01, is not intended to be exhaustive. From time to
time during the term of his employment, Executive may gain access to or help
create other information concerning Northwest's business of commercial value to
Northwest, which information shall be included in the definition under Article
1, Paragraph 1.01, above, even though not specifically listed in that Paragraph.
The definition of Confidential Information and the provisions of this Article 3
apply to any form in which the subject information, trade secrets, or data may
appear, whether written, oral, or any other form of recording or storage.
3.02 Confidentiality. Executive promises and agrees that the
Confidential Information, including trade secrets and/or data, will be held in
the strictest confidence and will never, without prior written consent of
Northwest, be (directly or indirectly) disclosed, assigned, transferred,
conveyed, communicated to or used for his own or another's benefit or (directly
or indirectly) disclosed, assigned, transferred, conveyed, communicated to, or
used by him, a competitor of Northwest or any other person or entity, including
but not limited to, the press, other professionals, corporations, partnerships
or the public, at any time during his employment with Northwest or at any time
after his termination of employment with Northwest, regardless of the reason for
Executive's termination, whether voluntary or involuntary. Executive further
promises and agrees that he will develop and enforce such policies and
procedures as are necessary to protect Northwest's Confidential Information and
will faithfully implement and abide by any and all policies and procedures which
may be established by Northwest to insure the confidentiality of the
Confidential Information, including but not limited to, rules, polices,
practices or procedures:
3.02.1 (a) Limiting access to authorized personnel;
3.02.2 (b) Limiting copying of any writing, data or recording;
3.02.3 (c) Requiring storage of property, documents or
data in secure facilities provided by Northwest
and limiting safe or vault lock combinations or
keys to authorized personnel; and/or
3.02.4 (d) Requiring check out and return of property,
documents, or data, and implementing such other
procedures promulgated by Northwest from time to
time.
3.03 Return of Information. Upon termination of the employer-employee
relationship, whether voluntary or involuntary, Executive will return to
Northwest any and all written or otherwise recorded form of all Confidential
Information (and any copies thereof) in his possession, custody or control, as
defined in Article 1, Paragraph 1.01, including, but not limited to notebooks,
software, memoranda, specifications, customer lists, prospective or potential
customer lists, or price lists, and will take with him, upon leaving Northwest's
place of business or employment with Northwest, no such information, property,
or reproduction thereof in any form which may have been entrusted to or obtained
by him during the course of his employment or to which he had access,
possession, custody or control. Upon termination of employment, whether
voluntary or involuntary, Executive will deliver to Northwest all Confidential
Information in recorded form in his property, devices, parts, mock-ups and
finished or unfinished product, machinery, or equipment in his possession,
custody or control.
Executive shall also deliver, upon his termination, whether voluntary or
involuntary, all records, software, drawings, blueprints, notes, notebooks,
memoranda, specifications and documents or data in any form, which contain
Confidential Information.
3.04 Copyrights. Executive acknowledges that any computer software,
program or other work of authorship prepared by Executive for Northwest's
benefit or at Executive's request shall be considered a "work made for hire"
under U.S. copyright laws. To the extent that any such work of authorship cannot
be considered a "work made for hire," Executive agrees to assign and hereby does
assign all right, title and interest in and to such work to Northwest.
3.05 Invention. "Invention" means any invention, discovery,
improvement, or idea, whether patentable or copyrightable or not, and whether or
not shown or described in writing or reduced to practice.
3.06 Disclosure and Assignment. Executive shall promptly and fully
disclose in writing to Northwest, and will hold in trust for Northwest's sole
right and benefit, any Invention that Executive, during the period of employment
and for one year thereafter, makes, conceives, or reduces to practice or cause
to be made, conceived, or reduced to practice, either alone or in conjunction
with others, that:
a. Relates to any subject matter pertaining to
Executive's employment;
b. Relates to or is directly or indirectly connected
with Northwest's business, products, processes, or
Northwest's Confidential Information; or
c. Involves the use of any of Northwest's time,
material, or facility.
Executive will keep accurate, complete, and timely records for such Inventions,
which records shall be Northwest's property and shall not be removed from
Northwest's premises. Executive hereby assigns to Northwest all of his right,
title, and interest in and to all such Inventions and, upon Northwest's request,
Executive shall execute, verify, and deliver to Northwest such documents,
including without limitation, assignments and patent applications, and shall
perform such other acts, including, without limitation, appearing as a witness
in any action brought in connection with this Agreement that are necessary to
enable Northwest to obtain the sole right, title, and benefit to all such
Inventions.
3.07 Notice of Excluded Inventions. Executive further agrees, and is
hereby notified, that the above agreement to assign Inventions to Northwest does
not apply to any Invention for which no equipment, supplies, facility, or
Northwest Confidential Information was used, which was developed entirely on
Executive's own time, and
a. Which does not relate:
(i) Directly to Northwest's business; or
(ii) To Northwest's actual or demonstrably
anticipated research or development; or
b. Which does not result from any work performed by
Executive for Northwest.
ARTICLE 4.
COVENANT NOT TO COMPETE
4.01 Actions Prohibited. At no time during Executive's employment or
for a period of one (1) year immediately following the termination of
Executive's employment (whether voluntary or involuntary), will Executive:
4.01.1 Acting on behalf of himself, another business or
competitor, call upon or communicate with or attempt to
call upon or communicate with any
(a) Northwest customer (which shall include but not be
limited to any AFRTS customer for purposes of this
Article 4), and
(b) potential customer that, at the time of Executive's
termination, Northwest has provided, or is in the
process of providing, a proposal or bid (hereinafter
"potential Northwest customer") about whom Executive
obtained Confidential Information or with whom
Executive (or other employees of Northwest under
Executive's supervision) had contact during the twelve
(12) months prior to Executive's termination, for the
purpose (either directly or indirectly) of soliciting,
selling or buying any services, merchandise or products
sold or purchased by Northwest; and
4.01.2 In any way, directly or indirectly, acting on behalf of
himself, another business or competitor, provide services
which are similar to or compete with any services provided
by Northwest, to any actual or potential Northwest
customer about whom Executive obtained Confidential
Information or with whom Executive (or other employees of
Northwest under Executive's supervision) had contact
during the twelve (12) months immediately prior to
Executive's termination; and
4.01.3 In any way, directly or indirectly, render any services,
advice or counsel on or related to any AFRTS contract or
actual or potential Northwest customer, as an owner,
employee, partner, representative, agent, independent
contractor, consultant, or in any other capacity, for any
party or on Executive's own behalf if the rendering of
such services, advise or counsel involves, may involve,
requires, or is likely to result in the use of disclosure
by Executive of any Confidential Information; and
4.01.4 Acting on Executive's own behalf or on behalf of another
business or competitor, solicit or hire any person
employed by Northwest at any time during the twelve (12)
months prior to Executive's termination.
ARTICLE 5.
TERMINATION OF EMPLOYMENT
5.01 Notwithstanding anything to the contrary elsewhere in this
Agreement, Executive's employment shall terminate, whether during the Initial
Term or any subsequent renewal term:
5.01.1 Upon mutual written agreement of the parties.
5.01.2 Upon the death of Executive.
5.01.3 Upon the physical or mental disability of Executive
to such an extent that he is generally unable to,
with or without reasonable accommodation, perform the
essential functions of his job and usual and
customary duties and such inability continues for a
period of two (2) months or more.
5.01.4 Upon written notice to Executive by Northwest in the
event of Executive's final nonappealable conviction
of or entry of a plea of guilty or nolo contendere to
any felony or the final nonappealable entry of any
civil judgment against him in connection with any
allegation against him of (a) fraud or
misrepresentation relating to Northwest or its
business, or (b) embezzlement.
5.01.5 Upon written notice to Executive by Northwest in the
event of Executive's willful and repeated misconduct
in not following the reasonable directions of the
Board of Directors or willful failure to perform his
duties if Executive does not correct such misconduct
or failure within a period of ten (10) days after
written notice thereof from Northwest specifying the
nature of such misconduct or failure and demanding
that it be cured.
5.01.6 Upon Executive's making a material false statement to
the Board of Directors or in matters relating to
Northwest's business, as determined by a majority
vote of the Board of Directors, excluding Executive.
5.01.7 Upon 60 days written notice by Executive without cause.
5.01.8 Upon 60 days written notice by Northwest without cause.
5.02 Decision and Waiver. Any determination by Northwest to terminate
Executive's employment with Northwest as outlined above must be made by a
majority decision of the Board of Directors. Nonexercise by Northwest of its
right to terminate Executive's employment pursuant to the subsections above
shall not constitute a waiver by Northwest of its right to terminate Executive's
employment pursuant to such subsections.
5.03 Continuing Payments. If Executive's employment is (1) terminated
during the Initial Term or any subsequent renewal term pursuant to Paragraph
5.01.1, 5.01.2, 5.01.3, 5.01.4, 5.01.5, 5.01.6 or 5.01.7; or (2) not renewed
after the end of the Initial Term or any subsequent renewal term for any of the
reasons described in Paragraph 5.01.1, 5.01.2, 5.01.3, 5.01.4, 5.01.5, 5.01.6,
or 5.01.7, then upon such termination or nonrenewal Northwest shall have no
further obligation or liability to Executive whatsoever, except for accrued
benefits and any compensation actually earned through Executive's last day of
employment. If Executive's employment is terminated pursuant to paragraph 5.01.8
during the Initial Term or any subsequent renewal term, then Northwest's only
liability or obligation to Executive shall be for: (A) accrued benefits and any
compensation actually earned through Executive's last day of employment; (B)
Executive's Base Salary, at regular intervals, for the unexpired portion of the
Initial Term or, if during a renewal term, the unexpired portion of such renewal
term; (C) the greater of (i) six months' Executive Base Salary, or (ii) one
week's Executive's Base Salary for each full year Executive has been employed by
Northwest; and (D) payment of Executive's COBRA premium payments for continued
coverage under Northwest's group health plan for a period of 12 months
immediately following termination of Executive's employment with Northwest,
provided Executive elects to continue such coverage. If Executive's employment
is not renewed by Northwest for any reason other than a reason described in
Paragraph 5.01.1, 5.01.2, 5.01.3, 5.01.4, 5.01.5, or 5.01.6 after the end of the
Initial Term or any subsequent renewal term, then Northwest's only liability
shall be: (A) Executive's accrued benefits and any compensation actually earned
through Executive's last day of employment; (B) the greater of (i) six months'
Executive's Base Salary, or (ii) one week's Executive's Base Salary for each
full year Executive has been employed by Northwest; and (C) payment of
Executive's COBRA premium payments for continued coverage under Northwest's
group health plan for a period of 12 months immediately following termination of
Executive's employment with Northwest, provided Executive elects to continue
such coverage. Any and all payments under this Paragraph 5.03 or 5.04 shall be
payable in a lump sum or at regular payroll intervals in Northwest's discretion,
shall be subject to required withholding and deductions, and shall be contingent
upon Executive's abiding by the restrictions contained in Articles 3 and 4 of
this Agreement.
5.04 Change of Control. If, within one year of a "change of control" as
that term is defined in paragraph 5.05, Executive's employment is (1)
terminated, either during the Initial Term or any subsequent renewal term,
pursuant to Paragraph 5.01.8, (2) not renewed without cause by Executive, or (3)
not renewed by Northwest for any reason other than a reason described in
paragraph 5.01.1, 5.01.2, 5.01.3, 5.01.4, 5.01.5, or 5.01.6 after the end of the
Initial Term or any subsequent renewal term, then this Paragraph 5.04, instead
of Paragraph 5.03, shall govern which payments, if any, are due Executive, and
Northwest's only liability or obligation to Executive shall be: (A) for accrued
benefits and any compensation actually earned through Executive's last day of
employment; (B) in the case of a termination pursuant to Paragraph 5.01.8,
Executive's Base Salary, at regular intervals, for the unexpired portion of the
term; (C) the greater of (i) six months' Executive's Base Salary or (ii) an
amount equal to one week's Executive's Base Salary for each full year Executive
has been employed by Northwest; and (D) payment of Executive's portion of
Executive's COBRA premium payments for continued coverage under Northwest's
group health plan for a period of 12 months immediately following Executive's
termination of employment with Northwest, provided Executive elects to continue
such coverage. Executive's rights, if any, to acceleration of vesting of any
stock options granted Executive shall be governed by the separate stock option
agreements. Provided, however, that Executive shall not be entitled to receive
any payments under this Paragraph 5.04 or any other agreement with Northwest
which would, with respect to Executive, constitute a "parachute payment" for
purposes of Internal Revenue Code Section 280G. In the event any payments under
this Paragraph 5.04 or any other agreement with Northwest would, with respect to
Executive, constitute a "parachute payment," Executive shall have the right to
designate those payments to Executive, whether under this Agreement and/or any
other agreement with Northwest, which should be eliminated so that Executive
will not receive a "parachute payment."
5.05 Definition of Change of Control. For purposes of this
Agreement, "change of control" shall mean:
(a) A merger or consolidation to which Northwest is a
party if the individuals and entities who were
shareholders of Northwest immediately prior to the
effective date of such merger or consolidation have,
immediately following the effective date of such
merger or consolidation, beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange
Act of 1934) of less than fifty percent (50%) of the
total combined voting power of all classes of
securities issued by the surviving corporation for
the election of directors of the surviving
corporation;
(b) The direct or indirect beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange
Act of 1934) of securities of Northwest representing,
in the aggregate, fifty-one percent (51%) or more of
the total combined voting power of all classes of
Northwest's then issued and outstanding securities by
any person or entity or by a group of associated
persons or entities acting by concert;
(c) The sale of substantially all of the properties and
assets of Northwest to any person or entity which is
not a wholly-owned subsidiary of Northwest;
(d) The shareholders of Northwest approve any plan or
proposal for the liquidation of Northwest; or
(e) A change in the composition of the Board at any time
during any consecutive twenty-four (24) month period
such that the "Continuing Directors" cease for any
reason to constitute at least a sixty percent (60%)
majority of the Board. For purposes of this event,
"Continuing Directors" means those members of the
Board who either:
(1 were directors at the beginning of such
consecutive twenty-four (24) month period; or
(2) were elected by, or on the nomination or
recommendation of, at least a two-thirds
(2/3) majority of the then-existing Board of
Directors.
For purposes of this paragraph 5.05(e), the
"Continuing Directors" shall not include ▇▇▇▇ ▇▇▇▇▇▇▇
and ▇▇▇▇▇ ▇▇▇▇, and the departure (for whatever
reason) and/or replacement of ▇▇▇▇ ▇▇▇▇▇▇▇ and/or
▇▇▇▇▇ ▇▇▇▇ shall not be taken into account when
determining whether the required change in the
composition of the Board of the Company has occurred.
5.06 Mitigation. If Executive is entitled to continuing payments
pursuant to Paragraph 5.03 or 5.04, Executive shall not be obligated to seek
other employment to receive such payments and such payments shall not be reduced
by any income from other sources received by Executive.
ARTICLE 6.
MISCELLANEOUS
6.01 Remedies. The parties acknowledge that Northwest will suffer
irreparable harm if Executive breaches Article 3 and/or 4 of this Agreement,
either during or after its term. Accordingly, Northwest shall be entitled, in
addition to any other right and remedy it may have, at law or equity, to
injunctive relief, without the posting of a bond or other security, enjoining or
restraining Executive from any violation of this Agreement, and Executive hereby
consents to Northwest's right to the issuance of such injunction. If Northwest
institutes and prevails in any such action against Executive to enforce Article
3 and/or 4 of this Agreement, alone or in conjunction with any third party or
parties to enforce any terms or provisions of this Agreement, Executive shall
pay Northwest its reasonable attorneys' fees incurred in instituting and
maintaining such action and all costs and expenses incurred in connection
therewith.
6.02 Severability. The parties agree that, in the event that a court of
competent jurisdiction determines that any of the provisions of this Agreement
are unreasonable, it may limit such provisions to the extent it deems
reasonable, without declaring the provision or this Agreement invalid in its
entirety. This provision shall not be construed as an admission by Northwest,
but is only included to provide Northwest with the maximum possible protection
for its business, Confidential Information, trade secrets and data.
6.03 Modification. This Agreement supersedes any and all oral and
written negotiations, agreements and understandings, if any, between the parties
relating to the subject matter of this Agreement. The parties agree that this
Agreement sets forth the entire understanding and agreement between the parties
and is the complete and exclusive statement of the terms and conditions thereof,
that there are no other written or oral agreements in regard to the subject
matter of this Agreement, except that Executive agrees to comply with
Northwest's general standards and policies as they exist from time to time. This
Agreement shall not be changed or modified except by a written document signed
by the parties hereto.
6.04 Successors. This Agreement is personal to Executive and
Executive may not assign or transfer any part of the rights or duties or any
compensation due to him hereunder, to any other person. This Agreement may be
assigned by Northwest.
6.05 Waiver. The waiver by Northwest of the breach or nonperformance of
any provisions of this Agreement by Executive shall not operate or be construed
as a waiver of any future breach or nonperformance under any provisions of this
Agreement.
6.06 Survival. Executive and Northwest agree that the provisions of
this Agreement that expressly extend beyond the termination of Executive's
employment, particularly Articles 3 and 4, shall continue in full force and
effect after termination of this Agreement or Executive's employment.
6.07 Governing Law. This Agreement shall be governed according to the\
laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement in the
manner appropriate to each on the date indicated.
NORTHWEST TELEPRODUCTIONS, INC.
Dated:____________________ By____________________________
Its_________________________
Subscribed and sworn to before me
this ____ day of __________, 1998.
__________________________________
Notary Public
Dated:___________________ ______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Subscribed and sworn to before me
this _____day of _________, 1998.
_________________________________
Notary Public