Exhibit (d)(7)
June 19, 2003
Mr. ▇▇▇▇▇ ▇▇▇▇
[address]
Dear ▇▇▇▇▇:
This letter will confirm the terms of your continuing employment by
[Conductor] following the consummation of the tender offer (the "Offer")
described in the Agreement and Plan of Merger dated June __, 2003 by and among
[Conductor,] [Parent] and [Merger Subsidiary] (the "Merger Agreement"), and our
understanding concerning certain matters relating to the Change in Control
Severance Agreement dated as of June 1, 1998, as amended on November 30, 1999,
between you and [Conductor] (the "Change in Control Agreement"). This letter
agreement will take effect simultaneously with the acceptance for payment by
[Merger Subsidiary] of any shares of common stock of [Conductor] pursuant to the
Offer (the "Effective Date").
1. Responsibilities and Reporting Obligations
You will be employed until December 31, 2003 as Vice President,
Technology of Conductor, reporting to ▇▇▇ ▇▇▇▇▇▇ or as otherwise directed by the
Board of Directors of Conductor, and thereafter as Vice President, Technology of
[GCI] ("GCI"), a wholly-owned subsidiary of Parent, reporting to ▇▇▇ ▇▇▇▇▇▇, or
as otherwise directed by the Board of Directors of GCI. Use in this letter
agreement of the term "Company" shall be deemed to refer to Conductor as the
surviving corporation in the merger, or GCI, whichever is then your employer.
You shall serve the Company faithfully and to the best of your ability, and
shall throughout the term of your employment devote your full working time and
attention to the business and affairs of the Company and shall use your best
efforts to maintain and advance its business. Nothing in this letter shall be
deemed to prohibit your participation in community affairs or monitoring your
personal investments, to the extent that those activities do not interfere with
your performance of your duties under this letter agreement.
2. Remuneration
2.1 Base Salary. You will receive a base salary at the
rate of US $216,000 per annum, subject to annual review consistent with Parent's
company-wide review procedure. Your base salary will be paid in semi-monthly
installments subject to all proper withholding taxes and any deductions
attributable to your required or directed contributions to the benefits provided
by the Company, including those referred to in Section 2.3 below.
2.2 Bonus. You will be eligible to participate in the
Parent bonus plan. Your annual on-target bonus amount will be US $86,000 based
on performance targets. Performance targets for the partial fiscal year
beginning on the Effective Date ending April 30, 2004 will be based on a
combination of the financial performance of the Conductor business and personal
goals. We will adjust the performance targets and goals annually to reflect the
evolution of the business.
The targeted bonus amount will be prorated for the first, partial
fiscal year. We will pay any bonus when the relevant information for the fiscal
year to which a bonus relates is available, which we expect will occur during
the July or August after each fiscal year. To receive a bonus, you will need to
continue to be employed by the Company on the date bonuses are payable.
2.3 Group Benefits. As soon as is administratively
practical after the merger, you will be entitled to receive and participate in
all of the Company's standard employee benefit plans and programs, assuming you
are in active employment status on the Effective Date. Those plans will be the
same as the benefit plans and programs in effect, from time to time, at GCI. All
such benefits will be furnished to you by one or more providers in the United
States. To the extent permitted under those plans, for purposes of eligibility
and vesting, your service as an employee with Conductor before the merger will
be credited to the same extent as though that service had been with the Company.
2.4 Vacation. During each full year of your employment
with the Company, you will be entitled to a total of 4 weeks of paid vacation to
be taken at mutually agreeable times. Any unused vacation, holiday or sick days
carried over from a prior year to which you were entitled at the Effective Date
under Conductor's normal employment policies may be carried over by you at the
Effective Date. Your entitlement to carry forward any unused vacation, holiday
or sick days which accrue after the Effective Date shall be governed by GCI's
normal employment policies.
3. Stock Options
3.1 Following the closing of the merger, Parent will
grant you options to purchase 50,000 common shares of Parent. Those options will
have an exercise price equal to the greater of (a) the market price of the
Parent common shares at the close of business on the date of grant or (b) the
average price of the common shares of Parent on the five most recent trading
days, each as reported by the Toronto Stock Exchange, and will vest over a
4-year period.
3.2 The grant of these options is subject to formal
action by the Board of Directors of Parent and approval of the Toronto Stock
Exchange.
4. Nature of Employment Arrangements
Our employment relationship will be entirely at will. That means that
you can resign with or without reason, and the Company can terminate you, with
or without reason, subject to, and with the consequences described in, Sections
4, 5 and 6 below.
4.1 Voluntary Resignation. If you wish to resign
voluntarily, you must provide the Company with at least 30 days' prior written
notice. The Company may elect to require you to remain in its employ for all or
part of the notice period, or may require that you resign immediately. Upon the
effective date of your resignation, the Company shall pay you all unpaid salary
and any unpaid bonus, provide that the conditions for payment of the bonus have
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been fully met. If the Company elects that your resignation be effective before
the end of that 30-day period, it will also pay your salary for the balance of
that 30-day period. Upon the effective date of your resignation, the vesting of
your stock options shall cease and you will have no entitlement to pay or
benefits beyond the date of resignation, other than any benefit, such as COBRA,
that is required by law.
4.2 Termination for Cause. If you engage in any conduct
constituting Cause (defined below), the Company may terminate your employment by
providing you with written notice of termination. Your employment and your
rights under this Letter shall terminate on the day the Company gives you that
notice. Upon termination for Cause, you shall be paid all unpaid salary owing to
you, the vesting of your stock options shall cease and your options shall
terminate forthwith. You will have no entitlement to pay or benefits beyond the
date of termination, other than any benefit, such as COBRA, that is required by
law.
For purposes of this Section 4.2, "Cause" means (a) your material
failure to substantially perform your duties with the Company (including due to
disability or death) that continues for more than 30 days after a written demand
for substantial performance is delivered to you by ▇▇▇ ▇▇▇▇▇▇ or his designee or
successor, which specifically identifies the manner in which the Company
believes that you have not substantially performed your duties, (b) willful
conduct by you which is or could reasonably be expected to be materially
injurious to Conductor or any of its affiliates, monetarily or otherwise, (c)
your conviction of any crime, other than routine traffic violations and other
minor misdemeanors, or (d) your engaging in any business which competes with any
business of the Company or any of its affiliates.
4.3 Termination for Any Reason Other Than Cause. The
Company shall have the right to terminate your employment at any time other than
for Cause. In the event of that type of termination occurring after the second
anniversary of the Effective Date, you shall be entitled to receive continued
base salary at the rate you were receiving base salary when you were terminated
for a number of weeks (or fractions thereof) equivalent to the number of years
(or fractions thereof) during which you were employed on a full-time basis by
the Company, including service at Conductor prior to the Effective Date and
service at the Company after the Effective Date. You will also receive any
unpaid bonus, provided that the conditions for the payment of the bonus have
been fully met. The Company will also maintain all of your benefits through the
last day of the calendar month in which termination of your employment occurred.
You will also be paid, credited or reimbursed, as the case may be, for all
unpaid salary (including credit for any vacation earned but not taken),
expenses, benefits and other amounts payable to you or earned by you up to the
termination date. The entitlements described in this paragraph are in lieu of
any severance or similar entitlements conferred, from time to time, by
Conductor's severance policies that applied or apply from time to time to other
employees.
5. Existing Change in Control Agreement.
5.1 Change in Control. Parent and Merger Subsidiary
acknowledge and agree that upon the Effective Date, a "Change in Control" will
have occurred, and "Good Reason" will exist for your termination of your
employment by Conductor, as each such term is defined in your existing Change in
Control Agreement.
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5.2 Effect of Termination of Employment Prior to Second
Anniversary of Effective Date. In the event of termination, at any time prior to
the second anniversary of the Effective Date, of your employment with the
Company, whether by you or by the Company, the provisions of your existing
Change in Control Agreement with regard to the payment of severance benefits
shall govern.
5.3 Survival of Change in Control Agreement; Termination.
Your existing Change in Control Agreement shall survive the execution and
delivery of this letter agreement and be given continued effect in accordance
with its terms; provided, however, that the Change in Control Agreement shall
terminate on the second anniversary of the Effective Date. In the event of any
termination of your employment on or after the second anniversary of the
Effective Date, the provisions of Section 6 below shall govern.
6. Termination of Employment On or After the Second Anniversary
of the Effective Date.
6.1 Definitions. For purposes of this Section 6, the
following terms shall have the meanings set forth below:
(a) "Change in Control" means the occurrence of
one or more of the following events:
(i) The sale, lease or transfer, in one
or a series of related transactions, of all or substantially all of
Parent's assets considered on a consolidated basis to any person or
company or combination of persons or companies;
(ii) The adoption of a plan relating to
the liquidation or dissolution of Parent;
(iii) The acquisition by any person or
company or combination of persons or companies acting jointly or in
concert of a direct or indirect interest in more than 50 percent of the
ownership of Parent or the voting power of the voting shares of Parent
by way of a purchase, merger or consolidation or otherwise (other than
a creation of a holding company that does not involve a change in the
beneficial ownership of Parent as a result of such transaction);
(iv) The amalgamation, merger or
consolidation of Parent with or into another corporation or the
amalgamation or merger of another corporation into Parent with the
effect that immediately after such transaction the shareholders of
Parent immediately prior to such transaction hold less than 50 percent
of the total voting power of all securities generally entitled to vote
in the election of directors, manager or trustees of the person
surviving such amalgamation, merger or consolidation; or
(v) During any period of two
consecutive years, individuals who at the beginning of such period
constitute the entire Board of Directors of Parent shall cease for any
reason to constitute a majority thereof unless the election, or the
nomination for election of ▇▇▇▇▇▇'s stockholders, of each new director
was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the
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beginning of such period or who, themselves, were approved during such
period by the requisite two-thirds vote specified above.
(b) "Change Affecting Your Employment" means any
of the following circumstances which are not accepted by you during the 90-day
period immediately following the date on which you become aware of such
circumstances:
(i) Any change to your employment
conditions with the Company which would significantly reduce the nature
or status of your responsibilities;
(ii) A reduction by the Company in your
annual compensation as of the date of the Change in Control;
(iii) The failure by the Company to
continue in effect for your benefit any prerequisites or participation
in any employee benefit plan to which other employees of the Company
are entitled, to the same extent to which any other employees enjoy
such benefits;
(iv) Any other change which would
constitute "constructive dismissal" under applicable law; or
(v) Any change in the location of the
principal office of the Company which causes you to substantially
increase your travel time or relocate.
(c) "Termination Payment" shall mean an amount
equal to (a) your base salary received or receivable by you in respect of the
immediately preceding year plus (b) either (i) the average of the bonuses paid
or payable to you with respect to each of the three preceding years or (ii) if
you have been employed by the Company (including any service prior to the
Effective Date), for fewer than three years at the time of your termination, the
average of the bonuses paid or payable to you with respect to each of the years
in which you have worked for the Company. Subject to the agreement of the
carrier or carriers, the Company will also maintain all of your benefits of
employment for a period of 12 months from the date of termination. You will be
paid, credited or reimbursed, as the case may be, for all unpaid salary
(including credit for any vacation earned but not taken), all unpaid bonuses,
all accrued bonuses (such bonuses to be determined on a proportionate basis
having regard to the proportion of the fiscal year which was elapsed), expenses,
benefits and other amounts payable to you or earned by you up to the termination
date. For purposes below, all amounts payable to you shall be increased to
appropriately reflect the tax payment and gross provisions set forth above with
respect to salary, bonus and benefits.
6.2 Termination of Employment After a Change in Control.
If, on or after the second anniversary of the Effective Date and within 12
months following a Change in Control (as defined in Section 6.1(a) above, and
excluding any change in control resulting from the Offer or the merger described
in the Merger Agreement):
(a) your employment shall be terminated, other
than for Cause, by the Company; or
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(b) if within such 12-month period following a
Change in Control there shall occur a Change Effecting Your Employment, and you
shall within the 90-day period immediately following the date on which you
became aware of the circumstances constituting such Change Affecting Your
Employment, resign from your employment by the Company, in either such event you
will be entitled to receive the following:
(i) On the effective date of your
resignation, the Company will pay you the Termination Payment,
calculated as though such effective date was the effective date of the
termination of your employment by the Company for a reason other than
Cause;
(ii) Subject to the agreement of the
carrier or carriers, the Company will maintain all benefits of
employment for a period of 23 months from the date of termination;
(iii) In such event, you will also be
paid, credited or reimbursed, as the case may be, for all unpaid salary
(including credit for any vacation earned but not taken all unpaid
bonuses, all accrued bonuses (such bonuses to be determined on a
proportionate basis having regards to the proportion of the fiscal year
which has elapsed), expenses, benefits and other amounts payable to you
or earned by you up to the date of resignation. Also, in such event,
all unvested stock options previously granted shall become fully
vested; and
(iv) In no case will you be entitled to
both a payment for termination for any reason other than Cause and for
a termination in the event of a Change in Control and Change Affecting
Your Employment.
7. General.
7.1 Property of the Company. All equipment, material,
written correspondence, memoranda, communications, reports, and other documents
pertaining to the business of the Company or its affiliates used or produced by
you in connection with your employment, or in your possession or under your
control, shall at all times remain the property of the Company and its
affiliates. You shall return all property of the Company and its affiliates in
your possession or under your control in good condition within one week of a
request by the Company, or within one week of the termination of your
employment.
7.2 Non-Disclosure and Use. You agree to be bound by the
terms of the General Confidentiality Agreement attached as Schedule "A."
7.3 Resignation as Officer and Director. You agree that
after the Effective Date, upon any notice of your resignation from the Company
or notice by the Company of the termination of your employment, you shall
forthwith tender your resignation from any and all offices and directorships
then held by you at the Company or any of its affiliates, such resignation to be
effective immediately, or at such other date as may be mutually agreed, and you
shall not be entitled to receive any severance payment or compensation for loss
of office or directorship, or otherwise, by reason of the resignation, other
than as provided elsewhere in this Agreement. If you fail to resign as set out
above, you will be deemed to have resigned from all
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such offices and directorships, and the Company and its affiliates are hereby
authorized by you to appoint any person in your name on your behalf to sign any
documents or do any things necessary or required to give effect to such
resignation.
7.4 Successors. If, after the Effective Date, you are
transferred to an affiliate of the Company, this Letter will bind and inure to
the benefit of that affiliate and continue to bind you and inure to your
benefit.
7.5 Choice of Law. This Letter shall be construed in
accordance with the laws of the State of Michigan.
7.6 Submission of Arbitration. You understand and agree
that, except for any claims or actions brought under the Change in Control
Agreement, any dispute or controversy in connection with this Agreement,
including its interpretation, will be conclusively settled by submission to
arbitration (the "Arbitration") in accordance with the rules of arbitration of
The Commonwealth of Massachusetts as amended from time to time. The Arbitration
will be conducted before a single arbitrator mutually agreeable to the parties
(the "Arbitrator"). Each party will be responsible for their own legal costs
incurred at the Arbitration. The cost of the Arbitrator will be shared subject
to the Company's agreement to reimburse you for your share of the Arbitrator's
costs in the event you substantially prevail at the Arbitration.
7.7 Notices. Any notice required or permitted hereunder
shall be deemed to be delivered on the date of actual delivery, if delivered
personally, or on the date four days after mailing, if delivered by registered
mail. In the case of postal disruption, delivery shall be made by way of
personal delivery. The Company's address, for this purpose, is [GCI], ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇, unless and
until the Company notifies you of a different address.
7.8 Entire Agreement. This letter agreement (including
Exhibit A), together with the additional documents that govern your stock option
or options described in Section 3, and the Change in Control Agreement, as
modified by Section 5.3, contain the entire agreement between or among us, with
respect to their subject matter. Accordingly, upon the Effective Date, any and
all oral or other written representations, agreement, arrangements and
understandings between or among us will automatically terminate without the
necessity for any further action by any person or entity.
If these arrangements are acceptable to you, we ask that you indicate
your acceptance of this Letter by signing the enclosed copy of this Letter and
returning it to [GCI], ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇ ▇▇▇▇▇.
Sincerely,
CONDUCTOR, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_________________________________________
SVP & CFO
_________________________________________
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[GCI]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________________
VP, HR
_________________________________________
[PARENT]
By: /s/ ▇▇▇ ▇▇▇▇▇▇
_________________________________________
CIO & CTO
_________________________________________
ACCEPTED:
/s/ ▇▇▇▇▇ ▇▇▇▇
_____________________________________________
▇▇▇▇▇ ▇▇▇▇
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Schedule "A"
EMPLOYEE CONFIDENTIALITY AGREEMENT
▇▇▇▇▇ ▇▇▇▇
(Employee)
[PARENT] or a subsidiary or affiliate of that company desires to retain my
services as set out in a letter of employment. References in this Agreement to
"Parent" mean [Parent] and all of its present and future subsidiaries and
affiliates. "Parent" also includes [Conductor] and its subsidiaries, including
before they became Parent subsidiaries. References to "Employer" mean whatever
specific Parent entity employs me from time to time.
Parent desires to protect its business, including its confidential information
and proprietary rights.
ACCORDINGLY, in consideration of my employment by ▇▇▇▇▇▇▇▇, I agree as follows:
1. DEFINITIONS
(a) "CONFIDENTIAL INFORMATION" means information disclosed to me or
acquired by me as a result of my employment with Parent and includes, but is not
limited to, Proprietary Rights, information relating to Parent's products or
development of new or improved products, marketing strategies, sales and
business plans, the names and information about Parent's past, present and
prospective customers, suppliers and clients, trade secrets and all other
information which is not in the public domain and which can reasonably be
considered confidential, whether or not explicitly identified as such.
(b) "PROPRIETARY RIGHTS" means all rights in and to all the computer
programs, systems documentation, drawings, schematics, hardware and other
materials developed by Parent or made available to Parent by licensor or others
in accordance with the rights of such licensors or others. For the purposes of
this Agreement, Proprietary Rights shall include Confidential Information and
rights of Parent, its customers, partners, joint venturers, licensors and other
business associates including, but not limited to, information relating to
inventions, apparatus, processes, procedures, products, prices, research, costs,
business affairs, future plans, ideas, technical data and raw data from field or
other tests or evaluations thereof.
2. USE AND DISCLOSURE
While employed by any Parent entity and for a period of five years thereafter, I
shall not, directly or indirectly, in any way use or disclosure to any person or
entity any Confidential Information, except to the extent authorized and
required to do so for the performance of my employment; provided that, for any
such Confidential Information constituting a trade secret, the period referred
to previously shall extend for so long as the particular Confidential
Information remains
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a trade secret under applicable law. I agree and acknowledge that Confidential
Information of Parent is the exclusive property of Parent, and I shall hold all
such Confidential Information in trust for Parent. I confirm and acknowledge my
fiduciary duty to use my best efforts to protect Confidential Information, and
not to misuse any Confidential Information, and to protect all Confidential
Information from any misuse, misappropriation, harm, or interference by others
in any manner whatsoever.
3. EXCLUSIVITY AND DEDICATION
During the period of my employment with any Employer, I shall devote my entire
working time during the regular business hours assigned to my position with
attention to such duties as may be assigned to me by Employer. During such time,
I shall faithfully and diligently serve and endeavor to further the interests of
Parent. I shall not engage in or become connected with: (a) any other business
during my regular business hours with any Employer or (b) any business which is
in competition with Parent at any time. I understand and agree that nothing in
this Agreement confers on me any right of continued employment with Parent.
4. INVENTIONS BELONGING TO PARENT
Parent has been and is actively engaged in research and development.
Accordingly, I may develop or participate in developing inventions for Parent. I
may also enhance or help to enhance products already owned or marketed by
Parent. I recognize that Parent has a proprietary interest in all inventions and
enhancements that I may make or develop during my employment, whether during or
after regular business hours, and whether made or developed with Parent's, my
own or anyone else's materials or equipment, if such inventions or enhancements
may reasonably be regarded as: (a) relating directly to the business of Parent
(to the extent that I may reasonably be aware of the same) at the time of the
development of the invention or enhancement or (b) derived from Confidential
Information or Proprietary Rights obtained by me in the course of my employment.
Such inventions or enhancements are referred to as "Parent Inventions". This
paragraph is subject in all respects to the addendum that is attached to this
Agreement.
5. ASSIGNMENT OF INTEREST IN INVENTIONS
I hereby irrevocably assign and agree to assign all my interest, if any, in all
Parent Inventions to Parent or its nominee. This obligation shall continue
beyond the termination of my employment and shall be binding upon my heirs,
assigns, executors, administrators and other legal representatives.
6. REGISTRATION OF OWNERSHIP RIGHTS
Promptly upon making any Parent Invention, I shall fully disclose it to Employer
and shall, if requested, assist Parent in preparing any copyright registration,
patent application or design registration application which Parent may choose to
file. Upon request, I shall execute without further consideration such further
documents as may reasonably be required to obtain patents, copyrights or design
registrations in any country for any Parent Inventions and vest the same in
Parent. If I fail to execute and deliver such further documents to Parent within
ten days after
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being requested by ▇▇▇▇▇▇, then, by such failure, I shall irrevocably constitute
and appoint each Parent entity as my attorney-in-fact to execute and deliver the
documents to any third party.
7. ASSISTANCE TO PROTECT PARENT'S PROPRIETARY RIGHTS
Both during and after my employment by each Employer, I will do everything
reasonably necessary or desirable to assist Parent in obtaining and enforcing
proper protection of the Parent Inventions.
8. CONFLICTS
My employment with Parent and my performing this Agreement are not in conflict
with any obligations that I have with any other person or entity, such as a
former employer. I will notify Employer in writing upon having knowledge of, or
before performing or causing to be performed, any work for or on behalf of
Parent which appears to or may potentially be in conflict with: (a) any rights
claimed by me in any invention or idea conceived by me, including before my
employment or (b) any rights of others arising out of obligations incurred by me
before entering into this Agreement. If I fail to give Employer written notice
of any such conflict of which I am aware, Parent may consider that no such
conflict exists. By such inaction, I will thereby waive any claim which I may
have against Parent with respect to the use of any such invention or idea.
9. RETURN OF PROPERTY
Upon ceasing employment with Parent, or earlier if required by Parent, I agree
promptly to deliver to Parent all property and all copies thereof, including but
not limited to, correspondence, blueprints, letters, drawings, schematics,
manuals, notes, notebooks, reports, flowcharts, progress reports, proposals,
records, data, sketches, drawings, memorandum, models, samples, equipment,
customer lists, price lists, product specifications, laboratory or field test
results or any other property pertaining to my employment by Parent and
belonging to Parent, its customers, partners, joint ventures, suppliers, or
other business associates.
10. REIMBURSMENT
All pre-approved costs and expenses incurred by me in fulfilling paragraphs 5,
6, and 7 during my employment by Employer shall be re-imbursed to me by
Employer. If, after my termination of employment, Employer requests my
assistance with regard to the issues referred to in such paragraphs, it shall
pay all pre-approved costs and expenses, as well as reasonable compensation for
my time expended in the performance of those obligations.
11. NON-SOLICITATION OF EMPLOYEES AND CONSULTANTS
While I am employed by any Employer, and for one year after the termination of
my employment with all Parent entities, I shall not directly or indirectly
solicit, induce or attempt to induce any Parent employee or consultant into
leaving ▇▇▇▇▇▇'s employment or consultancy, nor
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shall I directly or indirectly participate in any employer's or agency's
recruitment or hiring of any Parent employee or consultant.
12. PRESENTATIONS AND PUBLICATIONS
I acknowledge that I am required to obtain the written consent of an officer of
Employer in advance of presentation or publication of any speech, paper or
article authored by me, either alone with others, which in ny way refers to my
employment with Parent or relates to any Confidential Information or Proprietary
Rights, unless such presentation or publication was at the direction or request
of Parent and Parent consented to its contents.
13. SEVERABILITY
I acknowledge that each provision of this Agreement is separate from each other
provision of this Agreement, and if any one provision is found to be
unenforceable as written, that finding shall not affect the validity or
enforcement of the other provisions of this Agreement. Any provision found to be
unenforceable shall be construed to be reformed to extend as far as is
enforceable.
14. INJUNCTIVE RELIEF
Because of the valuable and unique nature of the Confidential Information and
Proprietary Rights, I understand and agree that Parent will suffer irreparable
harm if I breach any of my obligations under this Agreement, whether or not
related to such information or rights, and that monetary damages will be
inadequate to compensate Parent fully for any such breach. Accordingly, I agree
that, in addition to any other remedies or rights, Parent shall have the right
to obtain an injunction or other equitable relief to enforce this Agreement.
15. PREVAILING PARTY
If legal action is commenced to enforce or interpret this Agreement or for
declaratory relief with respect thereto, the party that substantially prevails
in that action shall be entitled to recover, from the other party, the
reasonable attorneys' fees and costs incurred by the former.
16. JURISDICTION
This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which you reside at the time of your act or omission that is
asserted to violate, or in all events is governed by, this Agreement.
17. THIRD PARTY BENEFICIARIES
Each entity that is included in the definition of "Parent" shall be a third
party beneficiary of your obligations under this Agreement.
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18. INDEPENDENT LEGAL ADVICE
I acknowledge that I have read this Agreement and have had the opportunity to
obtain independent legal advice before signing it. If I did not obtain such
advice, that fact shall not be used by me in any attempt to obviate, alter,
sever or otherwise terminate or avoid this Agreement or any part of this
Agreement.
19. AMENDMENTS
Any and all amendments to this Agreement must be in writing and be signed by
both you and Employer.
Dated as of 6/23, 2003
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________ ____________________________
Employee (Signature) Witness (Signature)
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________ ____________________________
(Print) (Print)
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