Exhibit 99.1
CONSULTING AND SEVERANCE AGREEMENT
AGREEMENT, dated as of February 20, 2007, between Five Star Products,
Inc., a Delaware corporation with principal executive offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ (the "Company") and ▇▇▇▇▇ ▇▇▇▇▇▇▇, residing at ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Consultant"). For purposes of this
Agreement, all references to the Company shall include its wholly owned
subsidiary Five Star Group, Inc.
W I T N E S S E T H
WHEREAS, Consultant desires to terminate his employment with the
Company and resign as the Company's Executive Vice President and from the
Company's Board of Directors; and
WHEREAS, the Company desires to offer severance payments to Consultant
in appreciation for Consultant's past loyal service and future undertakings; and
WHEREAS, the parties wish to settle fully and finally any claims,
disputes and obligations relating to Consultant's employment with the Company
and the termination thereof; and
WHEREAS, the Company desires to engage Consultant to perform consulting
services for the Company, and Consultant desires to perform such services, on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants, and conditions herein contained and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto intending to be legally bound hereby agree as follows:
Section 1. Resignation
Consultant agrees to resign as Executive Vice President of the Company
and from any other positions at the Company or any of its subsidiaries or
affiliates, and from the Company's Board of Directors effective February 28,
2007.
Section 2. Consultant's Services.
The Company hereby retains Consultant, and Consultant hereby agrees to
perform for the Company, consulting and advisory services, upon the terms and
conditions set forth in this Agreement. Consultant shall devote such time and
effort to the performance of Consultant's duties under this Agreement as shall
be reasonably necessary for the performance thereof. The manner in which the
consulting services are to be performed shall be determined by Consultant.
Except as provided for herein, Consultant shall not be entitled to any of the
other benefits enjoyed by Company employees.
Section 3. Term.
The term of this Agreement (the "Term") shall commence on March 1, 2007
and end on February 28, 2009, except for the commissions provided for in Section
4(b) below and unless earlier terminated as provided in Section 5(g). Consultant
acknowledges and agrees that his relationship with the Company, whether as a
consultant or otherwise, shall terminate at the end of the Term, except with
respect to the Commission described in Section 4(b) below.
Section 4. Compensation.
(a) Fees. During the Term, subject to all the terms and
conditions of this Agreement, the Company shall pay Consultant, as compensation
for all services to be rendered by Consultant under this Agreement, a weekly
consulting fee of $2,403.85 less applicable federal, state, local and other
legally required withholdings, payable in accordance with the Company' s
standard payroll practices (the "Fees").
(b) Commissions. During the Term and for a period of three (3)
years thereafter, subject to all the terms and conditions of this Agreement,
unless earlier terminated as provided in Section 5 (g), Consultant shall be
entitled to receive one half of one percent of Net Sales of the Boston Group
(the "Commission"). The Boston Group shall be defined as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Net Sales shall be defined in accordance with GAAP
consistent with the accounting treatment used in the Company's audited financial
statements. The Commission shall be based on a January 1 through December 31st
calendar year, commencing January 1, 2007. The Commission, if any, shall be paid
monthly in accordance with the Company's standard commission payment practices.
(c) Benefit Plans. During the Term, Consultant shall be
entitled to participate in the Company's benefit plans, to the extent eligible,
as follows:
(i) Consultant will be permitted to participate in
the Company's medical plan with coverage comparable to that which he
presently has, to the extent eligible; provided that if Consultant
becomes eligible to participate in a health insurance plan of another
employer or Medicare, the Company shall have the option to terminate
his health insurance coverage then in effect. Consultant will promptly
inform the Company if he becomes eligible to participate in another
health plan or Medicare.
(ii) The Company shall maintain the Consultant's
current coverage under the group life insurance policies covering
Consultant on the date hereof and its disability policy, to the extent
eligible.
The Company shall bear the cost of such benefits to the same extent (which shall
be subject to change from time to time) as the Company bears the cost of such
benefits for management personnel of the Company, and Consultant shall bear any
balance of such cost.
The Company may at any time, terminate any of the plans or benefits with respect
to its employees, to the extent permitted by law, without any obligation to
Consultant.
(d) 401(k) Plan. During the Term, Consultant shall have the
option to participate in the Company's 401(k) Plan, to the extent eligible.
(e) Automobile. During the Term, the Company shall continue to
make the lease payments on the car the Company currently provides to Consultant,
and shall continue to pay for insurance and maintenance, provided however, the
Company shall have no obligation to pay for gas or any other expenses of said
car.
Section 5. Nondisclosure and Non-competition.
(a) Confidentiality.
(i) Consultant will, during the Term and for three
years thereafter, treat all Confidential Information (as defined below)
of the Company and its respective Customers (as defined below) and
affiliates confidentially. Consultant will not discuss or disclose such
Confidential Information, directly or indirectly, with or to any person
who is not an authorized officer or authorized employee of the Company.
Consultant will not use any Confidential Information of the Company or
its Customers or affiliates, or any other property of the Company,
other than as is necessary in connection with his performance of
consulting services hereunder or as specifically directed by the
Company, or in any way which is detrimental to the Company. Consultant
will not use any Confidential Information of the Company or National
Patent Development Corporation ("NPDC") or their Customers or
affiliates, or any other property of the Company or NPDC in any manner
not specifically directed by the Company or NPDC, or in any way which
is detrimental to the Company or NPDC.
(ii) Consultant agrees that all Confidential
Information, together with all notes, drawings, and records relating
thereto, all computer disks containing any Confidential Information,
and all copies or facsimiles of any of the foregoing (in any media), in
Consultant's possession are the exclusive property of the Company or
NPDC, as the case may be. Consultant will not remove from the Company's
premises any notes or records relating to Confidential Information of
the Company or copies or facsimiles thereof (on any media) or any other
property of the Company or any Customer or affiliate of the Company,
except as specifically authorized in writing by the CEO of the Company.
Consultant will promptly, upon termination of this Agreement for any
reason deliver to the Company without retaining a copy thereof and will
not keep in Consultant's possession, or recreate or deliver to anyone
else, any or all of such Confidential Information or other property.
(iii) The term "Confidential Information" means all
confidential information in any way concerning the activities,
business, or affairs of the Company or NPDC, as the case may be, or
their respective Customers or affiliates. Confidential Information
includes, without limitation, strategic plans, Customer lists, supplier
lists, any commercial arrangements with Customers and suppliers, any
proprietary information, pertaining to the Company's Customers or
suppliers, information, observations and data concerning trade secrets,
inventions, or know-how of proprietary processes, together with all
marketing, sales, financial, and research information; information
concerning projects in research and development, or marketing plans for
any products or projects; information concerning the technology,
designs, or computer systems and programs of the Company or NPDC, as
the case may be; and other information not generally known to the
public concerning the business practices, activities, and business
affairs of the Company or NPDC, as the case may be, or their respective
Customers or affiliates. The term "Customer" means all past, present
and prospective customers of the Company or NPDC, as the case may be.
(b) Trademarks, Etc. During the Term and for three years
thereafter, Consultant will have no right, title, or interest in any trademark,
trade name, or character names belonging to or used by the Company or NPDC or
any material or matter of any sort prepared for or used in connection with
advertising, broadcasting, or promotion of the services provided by the Company
or NPDC, whether produced, prepared, published, or broadcast in whole or in part
by Consultant, nor will Consultant make any claims with respect thereto.
Consultant recognizes that the Company or NPDC, as the case may be, has and will
continue to have and retain the sole and exclusive rights in any and all of the
aforementioned trademarks, trade names, character names, material, or matter.
(c) Non-competition and No Disparagement. Consultant will not,
during the Term and for a period of three years thereafter, directly or
indirectly disparage the Company or NPDC, any of the Company's or NPDC's
products or services, or any of the Company's or NPDC's then current or former
directors, officers, or employees. During the Term and for an additional
three-year period, Consultant will not:
(i) solicit the employment of any employee or
consultant of the Company or NPDC;
(ii) encourage or induce any employee or consultant
of the Company or NPDC to terminate his or her employment with the
Company or NPDC;
(iii) contact or solicit, or direct or assist others
to contact or solicit, any Customers, suppliers, or other business
associates of the Company or NPDC;
(iv) engage in a diversion of good-will regarding the
business conducted by the Company or NPDC;
(v) otherwise interfere in any way with the
relationships between the Company or NPDC and their respective
Customers, suppliers, lenders, or business associates; or
(vi) compete with the Company in its business as
constituted when Consultant enters into or is employed by another
business, including without limitation, the business of wholesale
distribution of home decorating, hardware and finishing products,
including by: (A) serving directly or indirectly as a consultant to any
person if Consultant knows or should have known that such consulting
services would help such person compete against the Company or NPDC,
(B) having any interest (as owner, principal, general or limited
partner, agent, employee, officer, director, or stockholder) in any
person which competes with the Company or NPDC other than a passive
interest of less than 5% of the voting stock of a publicly traded
company, (C) establishing an entity that engages in the business of the
Company or NPDC, (D) acquiring an existing entity that engages in such
business, (E) otherwise engaging in such business; (F) participating in
the management of any entity that engages in such business, or (G)
serving (or having a nominee serve) with a competing entity as an
officer, director, manager, or employee having duties dealing with such
competing business.
(vii) Consultant acknowledges that the
non-competition provisions are reasonable and necessary in order to
protect the Company's legitimate business interests and that the
payments under the Agreement are ample consideration for the
restrictive covenants set forth in this Section 5.
(d) Inventions. Consultant hereby assigns to the Company
Consultant's entire right to all Company Inventions (as hereinafter defined),
which will be the sole and exclusive property of the Company whether or not
subject to patent, copyright, trademark, or trade secret protection. Consultant
also acknowledges that all original works of authorship that are made by
Consultant (solely or jointly with others), within the scope of Consultant's
services hereunder, and that are protectable by copyright, are "works made for
hire," as that term is defined in the United States Copyright Act (17 U.S.C.
▇▇.▇▇. 101, et seq.). To the extent that any such works, by operation of law,
cannot be "works made for hire," Consultant hereby assigns to the Company all
right, title and interest in and to such works and to any related copyrights.
"Company Inventions" means all ideas, processes, trademarks and service marks,
inventions, discoveries, and improvements to any of the foregoing, that
Consultant learned or learned of, conceived or conceives of, developed or
develops, or created or creates, alone or with others during Consultant's
employment with the Company or any predecessor, affiliate, or successor thereof
(whether or not conceived, developed, or created during regular working hours)
that directly or indirectly arise from or relate to (i) the business, products,
or services of the Company or any predecessor, affiliate, or successor thereof,
(ii) work performed for the Company by Consultant or any other employee, agent,
or contractor of the Company or any predecessor, affiliate, or successor
thereof, (iii) the use of the time of the Company or any predecessor, affiliate,
or successor thereof, or (iv) access to the Confidential Information of the
Company or any predecessor, affiliate, or successor thereof. Consultant will
promptly execute, acknowledge and deliver to the Company all additional
instruments or documents deemed at any time by the Company in its reasonable
discretion to be necessary to carry out the intentions of this Section 6(d).
(e) Acknowledgments. Consultant acknowledges and agrees that
(i) the Confidential Information of the Company and Company Inventions have
substantial value to the Company, (ii) the Confidential Information of the
Company and Company Inventions would be susceptible to immediate competitive
application by those outside of the Company, (iii) the Confidential Information
of NPDC has substantial value to NPDC, and (iv) the Confidential Information of
NPDC would be susceptible to immediate competitive application by those outside
of NPDC, and that, under these circumstances, the provisions of this Section 5
are fair and reasonable.
(f) Survival. Consultant's obligations under this Section 5
will survive the termination of this Agreement and will thereafter be
enforceable.
(g) Remedies. Consultant acknowledges that, if Consultant
breaches any obligation under this Section 5, the Company and NPDC will suffer
immediate and irreparable harm and damage for which money alone cannot fully
compensate the Company and NPDC. Consultant therefore agrees that, upon such
breach or threatened breach of any obligation under this Section 5, the Company
and NPDC will be entitled to a temporary restraining order, preliminary
injunction, permanent injunction or other injunctive relief, without posting any
bond or other security, compelling Consultant to comply with any or all such
provisions. In addition, if Consultant breaches any obligation under this
Section 5, the Company or NPDC may terminate this Agreement and the compensation
set forth in Section 4, including, without limitation, the fee, Commissions and
benefits set forth in Sections 4(a), (b), (c), (d) and (e), and upon such
termination, the Company and NPDC will have no further obligation or liability
hereunder except that the Company will pay to Consultant the portion, if any, of
the Fees and any other amounts due and unpaid hereunder for the period through
the date of such termination. This Section 5 will not be construed as an
election of any remedy, or as a waiver of any right available to the Company or
NPDC under this Agreement or law, including the right to seek damages from
Consultant for a breach of any provision of this Agreement, nor will this
Section 5 be construed to limit the rights or remedies available under
applicable law for any violation of any provision of this Agreement.
(h) The Company. As used in this Section 5, the term "Company"
shall include the Company and any subsidiary or affiliate of the Company, and
the term "NPDC" shall include NPDC and any subsidiary or affiliate of NPDC.
Section 6. Death.
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If Consultant shall die during the Term, his services
hereunder shall terminate, and in such case:
(a) the Company will have no further obligation or liability
hereunder except that the Company shall pay to Consultant's spouse (or if he
leaves no spouse, to his estate or designated beneficiary), the Fees set forth
in Section 4(a) above for the benefit of Consultant's spouse, for the lesser of
six months or the remaining Term of this Agreement. Notwithstanding the
foregoing, the Company shall have no further obligation or liability for any
other payments or benefits, including without limitation the Commission and
benefits set forth in Sections 4 (b), (c), (d) and (e).
Section 7. Disability.
If, as a result of Consultant's incapacity due to physical or mental
illness, Consultant shall not have performed the services hereunder for 90
consecutive days or for an aggregate of more than 180 days in any 12 month
period, and within 90 days after the Company has notified Consultant of such
non-performance, he shall not have resumed performance of the services hereunder
which shall continue for a minimum of eight consecutive weeks thereafter, the
Company may terminate Consultant's services hereunder. In the case of such
termination, the Company will have no further obligation or liability hereunder
except that the Company shall pay to Consultant the Fees set forth in Section
4(a) above for the lesser of six months or the remaining Term of this Agreement.
Notwithstanding the foregoing, the Company shall have no further obligation or
liability for any other payments or benefits, including without limitation the
Commission and benefits set forth in Sections 4(b), (c)(ii), (d) and (e). The
medical benefits described in Section 4(c)(i) shall continue to the end of the
Term notwithstanding a termination under this Section 7.
Section 8. Benefits Not Otherwise Entitled To.
Consultant acknowledges that the payment and benefits specified above
are in addition to and otherwise exceed any payment, benefit or other thing of
value to which he might otherwise be entitled.
Section 9. General Releases.
(a) Consultant, in consideration of this Agreement, releases
and forever discharges the Company, NPDC, and their respective parents,
affiliates and subsidiaries, and each of their respective current, former, and
future, officers, directors, trustees, employees, agents, attorneys, successors,
and assigns (hereinafter collectively "Releasees"), from all actions, causes of
action, suits, debts, sums of money, covenants, agreements, promises, claims,
and demands whatsoever, whether known or unknown, in law or equity, whether
statutory or common law, whether federal, state, local, or otherwise
(collectively "Claims"), including, but not limited to, any claims relating to,
or arising out of any aspect of Consultant's employment with the Company, or the
termination of such employment, including, but not limited to:
(i) any and all claims of wrongful discharge, breach
of the contract or equitable estoppel;
(ii) any and all claims for wages or employee
benefits, including, but not limited to, any and all claims under the
Employee Retirement Income Security Act, the Fair Labor Standards Act,
or any federal, state or local labor or benefits law;
(iii) any and all claims of employment discrimination
on any basis, including, but not limited to, all claims under the
following statutes and the amendments thereto, Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act of 1967
("ADEA"), the Civil Rights Act of 1866, 42 U.S.C. ss. 1981, the Civil
Rights Act of 1991, the Americans with Disabilities Act of 1990, the
Immigration Reform and Control Act of 1986, the New York State
Executive Law, the New York City Human Rights Law, any and all claims
under any other federal, state, or local civil or human rights law; and
(iv) any and all claims for monetary recovery,
including, but not limited to, severance pay, back pay, front pay,
liquidated, compensatory and punitive damages, and attorneys' fees,
disbursements and costs;
which against the Releasees, Consultant or Consultant's heirs, executors or
administrators, ever had, now have, or hereinafter can, shall, or may have, for,
upon, or by reason of any matter, cause, or thing whatsoever from the beginning
of time to the Effective Date, other than Claims ("Unreleased Claims") relating
to the enforcement of the provisions of this Agreement.
Section 10. No Suits.
Consultant represents and warrants that he has never commenced or filed
and covenants and agrees never to commence, file or in any way prosecute or
cause to be commenced or prosecuted against the Releasees or any of them, any
action, charge, complaint or other proceedings, whether administrative,
judicial, legislative or otherwise, including, but not limited to, any action or
proceeding for damages, attorney's fees, disbursements, costs or equitable
relief based upon or seeking relief on account of actions or failures to act by
the Releasees which may have occurred or failed to occur prior to the Effective
Date, other than in connection with Unreleased Claims. Consultant agrees that in
the event he files any charge, complaint or commences any litigation of any kind
that is covered by this Agreement, he shall pay all of the reasonable attorneys'
fees, expenses and costs incurred by Releasees in responding to such action,
including, but not limited to, any consequential damages that Releasees, or any
of them, may suffer or incur. Consultant further represents that he will not
aid, abet or assist in any manner whatsoever any other third party in filing,
pursuing or maintaining any lawsuit, complaint, or charge against any of the
Releasees, except if compelled to do so by valid legal process or if otherwise
required to do so by law. The provisions of this Paragraph 10 shall be
inapplicable in any matters regarding the ADEA, should Consultant allege in good
faith that the waiver herein of his right to file an ADEA claim was not knowing
and voluntary.
Section 11. Knowing and Voluntary Waiver.
(a) Consultant agrees that this Agreement constitutes a
knowing and voluntary waiver of all Claims, other than the Unreleased Claims,
Consultant may have against the Releasees, or any of them, including, but not
limited to, all rights or claims arising under the ADEA, including, but not
limited to, all claims of age discrimination in employment and all claims of
retaliation in violation of the ADEA.
(b) This Agreement shall not affect the rights and
responsibilities of the Equal Employment Opportunity Commission (the "EEOC") to
enforce the ADEA and other laws. Notwithstanding paragraph 11 above, this
Agreement shall not be used to justify interfering with Consultant's right to
file a charge with the EEOC or participate in an investigation or proceeding by
the EEOC. However, should any charge be filed with the EEOC, Consultant
expressly waives all rights or claims which arose prior to his execution of this
Agreement that he may have against the Releasees, or any of them, to receive any
benefit or remedial relief (including, but not limited to, reinstatement, back
pay, front pay, damages, and attorneys' fees) as a consequence of such EEOC
filing, and of any litigation concerning any facts alleged in any such charge.
(c) The Company, NPDC and Consultant agree that, for a period
of seven days following his execution of this Agreement ("Revocation Period"),
Consultant has the right to revoke this Agreement by delivering notice in
writing of such revocation to the Company and NPDC. If Consultant gives such
notice of revocation within the Revocation Period, this Agreement shall be null
and void. If no such notice of revocation is delivered by Consultant within the
Revocation Period, this Agreement will be deemed fully effective and enforceable
on the eighth day after its execution by Consultant ("Effective Date").
(d) The Company and NPDC hereby advise Consultant to consult
with his attorney prior to executing this Agreement. Consultant further
acknowledges that the Company and NPDC have given him a period of at least 21
days in which to consider this Agreement before executing this Agreement.
(e) Consultant's acceptance of the payments and benefits
described above, at any time subsequent to seven days after his execution of
this Agreement, shall constitute an admission by Consultant that he did not
revoke this Agreement during the Revocation Period of seven days, and shall
further constitute an admission by Consultant that this Agreement has become
effective and enforceable.
(f) If Consultant executed this Agreement at any time prior to
the end of the 21 day period that the Company and NPDC gave him in which to
consider this Agreement, such early execution was a knowing and voluntary waiver
of Consultant's right to consider this Agreement for at least 21 days, and was
due to Consultant's belief that he had ample time in which to consider and
understand this Agreement, and in which to review this Agreement with his
attorney.
Section 12. Non-Admission of Wrongdoing.
This Agreement shall not in any way be construed as an admission by the
Company or NPDC of any liability, or of any unlawful, discriminatory, or
otherwise wrongful acts whatsoever against the Consultant or any other person.
Section 13. Acknowledgment of Full Payments.
Consultant agrees that the Company has paid to him all of the wages,
commissions, bonuses and accrued vacation pay through the date of his execution
of this Agreement and that neither the Company nor NPDC owes no other wages,
commissions, bonuses, vacation pay, employee benefits, severance payments or
other compensation or payments of any kind or nature, other than as provided in
this Agreement.
Section 14. Binding Agreement.
Except as expressly permitted hereby, Consultant's rights and
obligations under this Agreement shall not be transferable by assignment or
otherwise, such rights shall not be subject to commutation, encumbrance, or the
claims of Consultant's creditors, and any attempt to do any of the foregoing
shall be void. The provisions of this Agreement shall be binding upon and inure
to the benefit of Consultant and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees, shall be binding upon and inure to the benefit of the Company and its
successors, and shall be binding upon and inure to the benefit of NPDC and its
successors. If Consultant should die while any amounts would still be payable to
him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Consultant's devisee, legatee, or other designee or, if there be no such
designee, to Consultant's estate. Notwithstanding anything to the contrary
contained herein, NPDC shall have no responsibility for the obligations of the
Company hereunder.
Section 15. No Third Party Beneficiaries.
This Agreement does not create, and shall not be construed as creating,
any rights enforceable by any person not a party to this Agreement, except for
NPDC with respect to Sections 5, 9, 11 and 13.
Section 16. Modification.
This Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof, supersedes all existing agreements between
them concerning such subject matter, and may be modified only by a written
instrument duly executed by each party.
Section 17. Notices.
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail, or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex, or
similar telecommunications equipment) against receipt to the party to whom it is
to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 17). Notice to the estate of
Consultant shall be sufficient if addressed to Consultant as provided in this
Section 17. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.
Any notice given by other means permitted by this Section 17 shall be deemed
given at the time of receipt thereof.
Section 18. Waiver.
Any waiver by any party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must be in writing.
Section 19. Headings.
The headings in this Agreement are solely for the convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.
Section 20. Counterparts; Governing Law.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. It shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws. Each party hereto submits to the jurisdiction of the New York state courts
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each party hereto irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court, any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum, and any right to which it may be entitled
on account of its place of residence or domicile.
Section 21. Acknowledgment.
CONSULTANT EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT HE HAS
CAREFULLY READ THIS AGREEMENT; THAT HE FULLY UNDERSTANDS THE TERMS, CONDITIONS,
AND SIGNIFICANCE OF THIS AGREEMENT; THAT HE HAS HAD AMPLE TIME TO CONSIDER AND
NEGOTIATE THIS AGREEMENT; THAT THE COMPANY AND NPDC HAVE ADVISED HIM TO CONSULT
WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT HE HAS HAD A FULL OPPORTUNITY
TO AND HAS IN FACT REVIEWED THIS AGREEMENT WITH HIS ATTORNEY, AND THAT HE HAS
EXECUTED THIS AGREEMENT VOLUNTARILY, KNOWINGLY, AND WITH SUCH ADVICE OF COUNSEL
AS HE HAS DEEMED APPROPRIATE.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
FIVE STAR PRODUCTS, INC.
By:______________________
Name
Title
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