EMPLOYMENT AGREEMENT Ken Honeycutt
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THIS
EMPLOYMENT AGREEMENT
(this
“Agreement”) is made as of ___________,
2007,
by and
between Lighting Science Group Corporation, a Delaware corporation (the
“Company”), and ▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual, resident of Atlanta, Georgia
(“Executive”).
RECITALS
A. The
Company wishes to employ Executive and Executive wishes to be employed by the
Company as its President and Chief Operating Officer, on the terms and
conditions set forth herein.
B. Executive’s
position with the Company is pivotal to its integrity and success, and
accordingly entails senior and confidential responsibilities. In the course
of
his employment by the Company, Executive will acquire or has acquired intimate
information about the Company’s products, services, customers, suppliers,
specific manner of doing business, including the processes, techniques and
trade
secrets utilized by the Company, and future plans with respect thereto, all
of
which have been and will be established and maintained at great expense to
the
Company.
C. The
Company and Executive desire to set forth in writing the terms and conditions
of
their agreement and understandings with respect to the employment of
Executive.
AGREEMENT
IN
CONSIDERATION OF the
mutual premises herein set forth, and for other good and valuable consideration,
receipt and sufficiency of which are hereby acknowledged, the parties have
agreed as follows:
1. Employment.
The
Company hereby employs Executive and Executive hereby agrees to be employed
by
the Company, subject to the direction of its Board of Directors, on the terms
and conditions set forth herein. This Agreement replaces all prior agreements
between Executive and the Company, all of which are deemed
cancelled.
2. Term.
The
term
of this Agreement shall commence on June 4, 2007 when Executive became an
employee of the Company and shall continue until the third anniversary thereof,
subject to prior termination in accordance with the terms hereof
(“Employment
Period”).
If not
extended, all provisions of this Agreement shall terminate, except for those
duties of confidentiality and protection of proprietary information at the
expiration of the Employment Period, all of which shall be binding upon
Executive in accordance with their terms.
3. Duties.
Executive
shall serve as the President and Chief Operating Officer (“COO”) for the Company
and perform the duties and responsibilities that a president and chief operating
officer of a company typically performs and that are determined from time to
time by the Board of Directors of the Company (collectively, the “Services”). In
performing the Services, Executive shall (a) comply with the policies of the
Company in effect from time to time, (b) be subject to the direction of the
Board of Directors of the Company and (c) not perform any act or omit to perform
any act which would discredit the reputation and goodwill of the Company. The
Board of Directors will nominate Executive as a director at each annual
stockholders’ meeting so long as he continues to serve as COO. The Board of
Directors will appoint Executive to fill a current vacancy on the Board of
Directors, and Executive shall serve as a director in such capacity until the
next annual stockholders’ meeting. Executive will report directly to the Board
of Directors and to the Company’s Chief Executive Officer. If Executive is
elected or appointed to serve in any additional capacities during the term
of
this Agreement, he will serve in such capacities with such further compensation
as the Company and Executive shall agree.
4. Place
of Work; Office Facilities.
Executive shall perform Services under this Agreement at appropriate locations
in Atlanta, Georgia, Dallas, Texas and Satellite Beach, Florida. The Company
shall either provide Executive at the Company’s expense, or reimburse Executive
for his own expenditures to secure, clerical and technical support consistent
with Executive’s title and position, including, but not limited to, remote
access to the Company’s network computer system, telephone, phone lines for such
telephone, internet, utilities, telecopier, postage equipment and computer.
Executive acknowledges and understands that considerable travel will be required
on the Company’s behalf, including travel to the Company’s other offices and to
customer offices.
5. Dedication.
Executive will devote his best efforts and substantially his entire working
time, attention and energies to the performance of the Services. Executive
shall
not, directly or indirectly, alone or as an officer, director, owner, employee
or agent of any other entity be actively engaged in any other duties or pursuits
which interfere with the performance of the Services or which may be contrary
to
the best interests of the Company. Executive may not serve as a director,
officer, employee or agent of any other for-profit company or organization
except with prior notice to the Company and upon the approval of its Board
of
Directors, which approval the Board of Directors will not unreasonably withhold.
This Agreement shall not inhibit Executive from being a passive investor in
a
publicly-traded company in which he owns less than five percent (5%) of the
outstanding common stock.
6. Compensation.
As
compensation for the Services, the Company shall pay Executive a base salary
at
the annual rate of Two Hundred and Fifty Thousand and no/100s dollars
($250,000.00), payable within each year at the Company’s regularly scheduled
payroll periods. The Company may also pay the Executive bonuses at such times
and in such amounts as the Board of Directors shall determine.
7. Vacation.
During
each calendar year of this Agreement, Executive shall be entitled to vacation
of
four (4) weeks per calendar year, during which his base salary and benefits
hereunder shall be paid in full. Such vacation shall be taken at times
consistent with the effective discharge of Executive’s duties and the reasonable
business needs of the Company, and in accordance with the Company’s policy then
in effect. Vacation time not taken during any calendar year shall
lapse.
8. Other
Benefits.
So that
Executive is able to perform the services under this Agreement, the Company
shall either provide Executive with reasonable living accommodations in or
near
Satellite Beach, Florida, or reimburse Executive for his own expenditures
(including but not limited to lease or mortgage payments and maintenance and
upkeep on a personal residence) to maintain reasonable living accommodations
in
or near Satellite Beach, Florida, and shall also pay Executive a reasonable,
monthly automobile allowance. Executive shall be entitled to participate in
all
employee benefit plans and programs the Company maintains for other officers
of
the Company on terms reasonably similar to those granted to such officers.
The
Company may grant to Executive such other benefits as may from time to time
be
determined by the Company.
9. Equity
Grants.
On
the
date first written above, the Company shall award Executive 5,000,000 shares
of
restricted common stock of the Company, par value $0.01 per share, (“Restricted
Stock”), which shall be subject to the terms and conditions specified in the
applicable award agreement. The award agreement shall include, without
limitation, the following terms and conditions: (a) vesting
of 25% each calendar year, beginning on the date of grant of such Restricted
Stock (subject to early termination or forfeiture in accordance with the award
agreement); (b) all of the Restricted Stock will vest upon a Change in Control
of the Company (as defined in the applicable award agreement); and (c) in
the event Executive’s employment hereunder is terminated as a result of the
Executive’s violation of Section 12 or 13 below or Executive violates any of the
provisions of Section 12 or 13 within the 12 month period immediately following
his termination of employment with the Company, (i) immediate forfeiture by
Executive of the unvested Restricted Stock, (ii) the Company shall have the
right to repurchase any vested shares held by Executive for an amount equal
to
the fair market value of such shares on the date of the Company’s repurchase,
and (iii) immediate payment by Executive to the Company of any gain that
Executive realized on the sale of any shares of Restricted Stock that were
sold
by Executive within the 180-day period preceding or the 12 month period
following the date of such violation.
10. Reimbursement
of Expenses.
The
Company shall reimburse Executive for reasonable and necessary out-of-pocket
expenses incurred by him on behalf of the Company in accord with its then
current policies and procedures, after presentation of receipts and/or vouchers
evidencing those expenditures.
11. Termination
of Employment; Effect of Termination.
Executive’s
employment hereunder (and the Employment Period), along with any and all other
rights of Executive under this Agreement or otherwise as an employee of the
Company may be terminated as follows:
(a) Death.
Executive’s employment hereunder (and the Employment Period) shall terminate
upon his death. In such event, the Company shall pay the surviving spouse,
or if
there is none, the designated beneficiary of the Executive, his base salary
that
would otherwise be payable to the Executive through the end of the month in
which the Executive’s death occurs.
(b) Disability.
The
Company may terminate Executive’s employment hereunder and the Employment Period
upon a determination of Disability of Executive. The Company may deem Executive
to be subject to a “Disability” if for any reason he is unable to perform all or
part of his duties assigned pursuant to this Agreement for a consecutive period
of 60 days, or for a cumulative period of 90 days within any twelve month
period. Determination of Disability shall be made by the Company, based on
expert medical advice. Executive shall cooperatively submit to whatever
examinations are requested, and supply medical history and other related medical
information therefor. Executive hereby authorizes the disclosure and release
to
the Company of the results of such examinations and medical history and other
information.
(c) Termination
For “Cause”.The
Company may terminate Executive’s employment hereunder and the Employment Period
for Cause. For purposes of this Agreement, the phrase "for Cause" shall mean
the
following: (i) Executive’s material breach of any provision of this Agreement;
(ii) the appropriation (or attempted appropriation) of a material business
opportunity of the Company, including attempting to secure or securing any
personal profit in connection with any transaction entered into on behalf of
the
Company; (iii) the misappropriation (or attempted misappropriation) of any
of
the Company's funds or property; and (iv) the conviction for, or the entering
of
a guilty plea or plea of no contest with respect to, a felony or any other
crime
with respect to which imprisonment is a highly likely punishment.
(d) Termination
For Other Reasons.
The
Company may terminate Executive’s employment hereunder and the Employment Period
in its sole discretion at any time without Cause. In the event of termination
without Cause (i) Executive shall be given thirty (30) days prior notice
thereof; (ii) the base salary payable to Executive shall be continued for the
balance of the Employment Period, and Executive shall be fully vested in his
Restricted Stock on the date of his termination of employment without
Cause.
(e) Termination
for Good Reason.
The
Executive may terminate his employment under this Agreement for Good Reason
(as
defined below), by sending written notice of termination to the Company, which
notice shall specify a date within 30 days after the date of such notice as
to
the effective date of such termination. From the date of such notice through
the
termination date, the Executive shall continue to perform the normal duties
of
his employment hereunder and shall be entitled to receive, when due, during
the
balance of the Employment Period his base salary. Executive shall be fully
vested in his Restricted Stock on the date of his termination of employment
for
Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the
following events: (i) the Company relocates its Atlanta, Georgia and Satellite
Beach, Florida-based businesses to areas outside the immediate vicinities of
Atlanta and Satellite Beach, respectively, (ii) the Executive is assigned any
duties substantially inconsistent with his responsibilities as described in
Section 3 above or a substantial adverse change is made to the nature or status
of his responsibilities (which shall be deemed to include the removal from
or
failure to elect or re-elect Executive to the Board of Directors of the Company)
unless Executive consents in writing to any such substantial adverse change,
(iii) the Company reduces Executive’s base salary as in effect on the date
hereof or as the same may be increased from time to time, (iv) the Company
fails, without Executive's consent, to pay the Executive any portion of his
base
salary or benefits, within seven (7) days of the date such base salary or
benefits are due, (v) the Company fails to continue to provide Executive with
benefits the same as or better than those Executive enjoyed under any of the
Company's benefit or compensation plans in which Executive was participating,
(vi) the Company takes any action that would directly or indirectly deprive
or
reduce Executive of any material benefits or compensation he enjoys, or (vii)
the Company and its affiliates liquidate or dissolve or a majority of their
assets or stocks are sold before the end of the Employment Period.
(f) Return
of the Company Property.
All
records, designs, patents, business plans, financial statements, manuals,
memoranda, lists and other property delivered to or compiled by or on behalf of
the Company or its representatives which pertain to the business of the Company
shall be and remain the property of the Company and be subject at all times
to
its control. Likewise, all of the foregoing items and all correspondence,
reports, records, charts, advertising materials and other similar data
pertaining to the business, activities or future plans of the Company that
is
collected by Executive shall be delivered by Executive promptly to the Company
without request upon termination of employment.
(g) Indemnification.
The
Company shall (i) provide to the Executive indemnification against all expenses,
fines, judgments and amounts paid in settlement of any completed, pending or
threatened action, proceeding or suit, whether administrative, civil, criminal
or investigative (including an action by or in the right of the Company or
any
of its affiliates or any of their predecessors or successors) by reason of
Executive being or having been a director, employee or officer of the Company
or
any affiliate, (ii) advance expenses (including attorneys' fees) that Executive
incurs in defending any such administrative, civil, criminal or investigative
action, proceeding or suit, and (iii) maintain directors' and officers'
liability insurance coverage (including coverage for securities- related claims)
upon substantially the conditions and terms as Executive deems appropriate
and
reasonable. Notwithstanding the foregoing, the Company shall not be required
to
provide any such indemnity, and the Executive shall be required to reimburse
the
Company for any expenses that the Company advances, if (A) applicable law
prohibits such indemnification, or (B) the Executive did not act in good faith
and in a manner that Executive believed to be in, or not opposed to, the best
interests of the Company and its affiliates, and with respect to any criminal
proceedings did not have reasonable cause to believe such conduct to be lawful,
and the Executive's conduct constituted gross negligence or willful misconduct.
The termination of any action, proceeding or suit by conviction, judgment,
order, plea of nolo contendre
or
settlement shall not, of itself, create a presumption that Executive acted
in a
manner described in the preceding sentence. The provisions of the Agreement
shall not replace and shall be a supplement to any other provisions in any
other
document or policy under which the Company has agreed to indemnify Executive.
The provision of this Section 11(e) shall survive indefinitely the term of
this
Agreement and Executive's employment hereunder with respect to acts and events
occurring prior to and through the date of termination of Executive's
employment.
12. Nondisclosure;
Nonremoval.
(a) Disclosure
of Information.
Upon
execution of this Agreement and during the Employment Period, the Company shall
give Executive Confidential Information (hereafter defined) which Executive
has
not had access to or knowledge of before the execution of this Agreement.
Executive agrees that during the term of this Agreement and thereafter, without
the prior written consent of the Company, Executive shall not, directly or
indirectly, except as may be in furtherance of the Company’s business and with
the Company’s consent, reveal, divulge, disclose or communicate to any person,
firm, association, corporation or other entity in any manner whatsoever
Confidential Information. “Confidential Information” includes but is not limited
to (i) trade secrets, inventions, ideas, processes, formulas, drawings, source
and object codes, data, programs, other works of authorship, know-how,
improvements, discoveries, developments, designs and techniques (collectively,
the “Inventions”), (ii) information regarding plans for research, development,
new products, marketing and selling, business plans, budgets and unpublished
financial statements, licenses, prices and costs, suppliers and customers,
and
(iii) information regarding the skills and compensation of past or present
employees, officers or directors of the Company. The agreements set forth herein
shall not apply to any information (A) that at the time of disclosure or
thereafter is generally available to and known by the public (other than as
a
result of a disclosure directly or indirectly by Executive in violation of
this
Agreement), (B) the disclosure of which is required by law, regulation, order,
decree or process (so long as Executive delivers prompt written notice to the
Company of such disclosure calculated to provide the Company with an opportunity
to obtain a restraining order or other recourse), or (C) is otherwise approved
by the Company. Without regard to whether any or all of the foregoing matters
would be deemed confidential, material or important, the parties hereto
stipulate that as between them, the same are confidential, material and
important and gravely affect the effective and successful conduct of the
Company, its business and its goodwill.
(b) Nonremoval.
Executive shall not remove from the Company’s premises (except to the extent
such removal is for purposes of the performance of the Services at home or
while
traveling or in furtherance of the business of the Company or as otherwise
specifically authorized by the Company from time to time) any document, record,
notebook, plan, model, component, device, or computer software or code, whether
embodied in a disk or in any other form, that relates directly or indirectly
to
the Company, the Company’s business or any Invention (collectively, the
“Proprietary
Items”).
Executive recognizes that, as between the Company and Executive, all of the
Proprietary Items, whether or not developed by Executive, are the exclusive
property of the Company, and agrees to make and execute such further assignments
thereof (including assignments of patents, copyrights, trademarks and other
proprietary licenses, permissions, awards, or indicia) as the Company shall
request from time to time. Upon termination of Executive’s employment by the
Company, or upon the request of the Company during the period of such
employment, Executive shall return to the Company all of the Proprietary Items
in Executive’s possession or subject to Executive’s control, and Executive shall
not retain any copies, abstracts, sketches, or other physical embodiment of
any
of the Proprietary Items.
(c) Third
Party Information.
Executive
acknowledges that the Company has received and in the future will receive from
third parties confidential or proprietary information (“Third Party
Information,”) subject to a duty of the Company to maintain the confidentiality
of such information and to use it only for certain limited purposes. During
the
term of Executive’s employment by the Company and thereafter, Executive shall
hold Third Party Information in the strictest confidence and shall not disclose
to anyone (other than the Company personnel who need to know such information
in
connection with their work for the Company) or use, except in connection with
Executive’s work for the Company, Third Party Information unless expressly
authorized in writing by the Chief Executive Officer or Board of Directors
of
the Company.
(d) No
Improper Use of Information of Prior Employers and
Others.
During
Executive’s term of employment by the Company, Executive shall not improperly
use or disclose any confidential information or trade secrets, if any, of any
current or former employer or any other person to whom Executive has an
obligation of confidentiality and Executive shall not bring onto the premises
of
the Company any unpublished documents or any property belonging to any current
or former employer or any other person or entity to whom Executive has an
obligation of confidentiality unless consented to in writing by that person
or
entity.
13. Restrictive
Covenants.
The
covenants contained
in this
Section
13
are made
by Executive in consideration for (i) the Company’s promise to provide
Confidential Information to Executive, (ii) the substantial economic investment
made by the Company in the Confidential Information and goodwill of the Company,
and (iii) the compensation and other benefits afforded by the Company to
Executive. To protect the Company’s Confidential Information, Executive agrees
to enter into the following restrictive covenants.
(a) Non-Competition.
Executive agrees that, during the Employment Period and during the Restricted
Period (defined below), other than in connection with his duties under this
Agreement, he will not, without the prior written consent of the Company,
directly or indirectly, within the Restricted Area (defined below) engage in
the
sale or development of products or services substantially similar to that
offered or developed by the Company during the Employment Period, or engage
in
any business relationship or transaction with any company or other legal entity
that engages in the sale or development of products or services substantially
similar to those offered or developed by the Company. Notwithstanding the
foregoing, Executive shall be permitted during the Employment Period to own,
directly or indirectly, solely as an investment, up to five percent (5%) of
the
securities of any organization or entity which are traded on any national
securities exchange or NASDAQ if Executive is not the controlling stockholder,
or a member of a group that controls such organization or entity.
For
purposes of this Agreement, “Restricted
Period”
means
a
period of twelve (12) months immediately following the date of Executive’s
termination from employment for any reason. For purposes of this Agreement,
the
“Restricted
Area”
means
the geographic areas within a 30-mile radius from each office location
maintained by the Company in Atlanta, Georgia, Dallas, Texas and Satellite
Beach, Florida during the Employment Period.
(b) Non-Solicitation.
Executive agrees that, during the Employment Period and during the Restricted
Period, other than in connection with his duties under this Agreement, he will
not, directly or indirectly, either as a principal, manager, agent, employee,
consultant, officer, director, stockholder, partner, investor or lender or
in
any other capacity, and whether personally or through other persons, do any
of
the following:
(i) solicit
business from any customer or potential customer of the Company with whom the
Company did business or whom the Company solicited business within the preceding
12 months, and which either (A) Executive contacted, called on, serviced, or
did
business with during Executive’s employment at the Company, or (B) Executive
became acquainted with as a result of Executive’s employment at the Company.
This restriction applies only to business which is in the scope of services
or
products provided by the Company;
(ii) solicit,
induce or attempt to solicit or induce, on behalf of himself or any other person
or entity, any employee or independent contractor of the Company who had such
a
relationship with the Company at the time of solicitation to terminate his
or
her employment or relationship with the Company and/or accept employment or
any
other relationship elsewhere; or
(iii) solicit,
induce or attempt to solicit or induce, any customer or prospective customer
of
the Company to cease or curtail their business relationship with the
Company.
Notwithstanding
the foregoing, the restrictions contained in this Section shall not apply to
any
individual who is a family member.
14. Remedies. Executive
acknowledges
that the restrictions contained in Sections
12 and
13
of this
Agreement,
in view
of the nature of the Company’s
business and his position with the Company,
are
reasonable and necessary to protect the Company’s
legitimate business interests and that any violation of Sections
12 and
13
of this
Agreement
would
result in irreparable injury to the Company.
In the
event of a breach or a threatened breach by Executive
of
Sections
12 or 13
of this
Agreement,
then
the Company
shall
be
entitled to (a) terminate any post-termination benefits set
forth
in Section
6
of this
Agreement
and Executive
will
not
be entitled to receive any remaining benefits other than these to which he
is
entitled to as a matter of law such as but not limited to COBRA continuing
rights under a group health plan, (b)
a
temporary restraining order and injunctive relief restraining Executive
from
the
commission of any breach, (c)
recover
attorneys’ fees, expenses and costs the Company
incurs
in
such action, and/or (d) recover
any and all other damages to which the Company
may
be
entitled at law or in equity as a result of a breach of this Agreement.
15. Validity.
To
the
extent permitted by applicable law, if it should ever be held that any provision
contained herein does not contain reasonable limitations as to time,
geographical area, or scope of activity to be restrained, then the court so
holding shall at the request of the Company reform such provisions to the extent
necessary to cause them to contain reasonable limitations as to time,
geographical area, and scope of activity to be restrained and to give the
maximum permissible effect to the intentions of the parties as set forth herein,
and the court shall enforce such provisions as so reformed. If, notwithstanding
the foregoing, any provision hereof is held to be illegal, invalid, or
unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable; this Agreement shall be construed
and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part hereof; and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the illegal, invalid or
enforceable provision or by its severance herefrom. Furthermore, in lieu of
such
illegal, invalid or unenforceable provision there shall be added automatically
by the Company as a part hereof a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and
enforceable, and the parties hereby agree to such provision.
16. Amendment
or Alteration.
No
amendment or alteration of the terms of this Agreement shall be valid unless
made in writing and signed by both of the parties hereto.
17. Governing
Law.
This
Agreement shall be governed by and shall be construed according to the laws
of
the State of Texas and any litigation or arbitration arising from this Agreement
shall take place in Dallas, Texas.
18. Arbitration.
Claims,
disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement or breach thereof shall be subject
to and decided by arbitration in accordance with the rules of the American
Arbitration Association (“AAA”) currently in effect unless the parties mutually
agree otherwise. Demand for arbitration shall be filed in writing with the
other
party to this Agreement and with the AAA. A demand for arbitration shall be
made
within a reasonable time after the claim, dispute or other matter in question
has arisen. In no event shall the demand for arbitration be made after the
date
when institution of legal or equitable proceedings based on such claim, dispute
or other matter in question would be barred by the applicable statutes of
limitations. No arbitration arising out of or relating to this Agreement shall
include, by consolidation, joinder or in any other manner, an additional person
or entity not a party to this Agreement, except by written consent containing
a
specific reference to this Agreement signed by the Company and Executive and
any
other person or entity sought to be joined. Consent to arbitration involving
an
additional person or entity shall not constitute consent to arbitration of
any
claim, dispute or other matter in question not described in the written consent
or with a person or entity not named or described therein. The foregoing
agreement to arbitrate and other agreements to arbitrate with an additional
person or entity duly consented to by the parties to this Agreement shall be
specifically enforceable in accordance with applicable law in any court having
jurisdiction thereof. The award rendered by the arbitrator or arbitrators shall
be final, and judgment may be entered upon it in accordance with applicable
law
in any court having jurisdiction thereof.
19. Notices.
Any
notice or other communication that one party desires to give to the other under
this Agreement shall be in writing, and shall be deemed effectively given upon
(i) receipt by personal delivery, (ii) receipt by transmission by facsimile
or
electronic mail or (iii) the third business day following deposit in any United
States mail box, by registered or certified mail, postage prepaid, addressed
to
the other party at the address set forth below or at such other address as
a
party may designate by 15 days advance notice to the other party pursuant to
the
provisions of this Section.
If
to
Executive:
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If
to the
Company:
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Attn:
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20. Waiver
or Breach.
No
waiver
of any term of this Agreement shall be valid unless made in writing and signed
by the party waiving such term. It is agreed that a waiver by any party of
a
breach of any provision of this Agreement shall not operate or be construed
as a
waiver of any subsequent breach by that same party.
21. Entire
Agreement and Binding Effect.
This
Agreement, together with the Proprietary Rights Agreement that is incorporated
herein and is referenced above, contains the entire agreement of the parties
with respect to the subject matter hereof and, except as otherwise specifically
provided herein, shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, heirs, distributees,
successors and assigns. This Agreement supersedes and preempts any prior
understandings, agreements or representations between the parties, written
or
oral, which may have been related to the subject matter hereof in any
way.
22. Assignment.
This
Agreement and Executive’s obligations hereunder may not be transferred,
delegated or assigned by Executive. The Company may transfer or assign this
Agreement to a company or firm that succeeds to the business of the Company
or
into which the Company merges.
23. Headings.
The
Section headings appearing in this Agreement are for purposes of ease of
reference and shall not be considered a part of this Agreement or in any way
modify, amend or affect its provisions.
24. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one
instrument.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date and year first above
written.
By:
Name:
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Title:
Chairman
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AT\
8075585.6