Exhibit 10.21
ASSISTED LIVING CONCEPTS, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Agreement") is
entered into effective as of the effective date (the "Effective Date") of the
Company's plan of reorganization in the Bankruptcy Case (as defined below), by
and between Assisted Living Concepts, Inc., a Nevada corporation (the
"Company"), and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the "Executive"). This Agreement amends and
restates in its entirety that certain Employment Agreement, dated February 3,
1998, between the Company and the Executive, as amended (the "Original
Agreement").
WHEREAS, on October 1, 2001 the Company commenced a case under Chapter
11 of the United States Bankruptcy Code (the "Bankruptcy Case");
WHEREAS the Company and the Executive desire to continue the
Executive's employment with the Company on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the foregoing recital and the
respective covenants and agreements of the parties contained in this document,
the Company and the Executive agree as follows:
1. EMPLOYMENT AND DUTIES. The Executive will serve as Senior Vice
President of Community Relations and Chief Operating Officer of the Company. The
duties and responsibilities of the Executive shall include the duties and
responsibilities as set forth in the Company's Bylaws from time to time in
effect and such other duties and responsibilities as the board of directors of
the Company (the "Board of Directors") or as the Chief Executive Officer of the
Company may from time to time reasonably assign the Executive, in all cases to
be consistent with the Executive's corporate offices and positions. The
Executive shall also serve as an officer and/or director of affiliates of the
Company, without additional compensation, if requested to do so by the Company.
The Executive shall devote her full time to the business of the Company and
shall faithfully perform the executive duties assigned to her to the best of her
ability but may devote reasonable time to other business affairs (not in
conflict with the business of the Company) as provided in paragraph 12.
2. TERMINATION OF EMPLOYMENT.
(a) INVOLUNTARY TERMINATION. The Company may terminate the
Executive's employment at any time. If the Company terminates the Executive's
employment for any reason other than Cause or Disability, each as defined below,
the provisions of paragraphs 13(a)(i) and 13(b) shall apply. Upon termination of
the Executive's employment with the Company, the Executive's rights under any
applicable benefit plans shall be determined under the provisions of those
plans. If the Company gives the Executive advance notice that it intends to
terminate the
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Exhibit 10.21
Executive's employment other than for Cause or Disability, such notice shall not
exceed ninety (90) days, and during the period following such notice, the
Executive's duties hereunder shall be transitional in nature and the Executive
shall be permitted to begin seeking other employment.
(b) DEATH. The Executive's employment will terminate in the
event of her death. The Company shall have no obligation to pay or provide any
compensation or benefits under this Agreement on account of the Executive's
death except as contemplated in paragraph 13(a)(iii). The Executive's rights
under any applicable benefit plans of the Company in the event of the
Executive's death will be determined under the provisions of those plans.
(c) DISABILITY. The Company may terminate the Executive's
employment for Disability by giving the Executive not less than sixty (60) days
advance notice in writing. For all purposes under this agreement, "Disability"
shall mean that the Executive, at the time notice is given, has been unable to
substantially perform her duties under this Agreement for a period of not less
than ninety (90) days due to physical or mental illness. The determination of
the Executive's Disability hereunder shall be made by a two-thirds (2/3)
majority of the Company's Board of Directors and shall be based upon advice from
such medical professionals and upon such medical and other records as the
Company's Board of Directors may deem appropriate. In the event that the
Executive resumes the performance of substantially all of her duties hereunder
before the termination of her employment under this subparagraph (c) becomes
effective, the notice of termination shall automatically be deemed to have been
revoked. No compensation or benefits will be paid or provided to the Executive
under this Agreement on account of termination for Disability, or for periods
following the date when such a termination of employment is effective. The
Executive's rights under any applicable benefit plans of the Company shall be
determined under the provisions of those plans.
(d) CAUSE. The Company may terminate the Executive's
employment for Cause by giving the Executive notice in writing. For all purposes
under this Agreement, "Cause" shall mean (i) willful failure by the Executive to
perform her duties hereunder, other than a failure resulting from the
Executive's complete or partial incapacity due to physical or mental illness or
impairment, (ii) gross negligence by the Executive in performing her duties
hereunder, other than negligence resulting from the Executive's complete or
partial incapacity due to physical or mental illness or impairment, (iii) a
willful act by the Executive which constitutes gross misconduct and which is
injurious to the Company, (iv) a violation of a federal or state law or
regulation applicable to the business of the Company. No act or failure to act
by the Executive shall be considered "willful" unless committed without good
faith and without a reasonable belief that the act or omission was in the
Company's best interest. The determination of Cause hereunder shall be made by a
majority of the Company's Board of Directors. No Compensation or benefits will
be paid or provided to the Executive under this Agreement on account of a
termination for Cause. Executive's rights under any applicable benefit plans of
the Company shall be determined under the provisions of those plans.
(e) RESIGNATION DUE TO CHANGE IN CONTROL OR DIMINUTION IN
DUTIES. In the event that there is a Change in Control of the Company (as
defined below) or in the event that the Company materially reduces the scope
and/or authority of the Executive's duties with the
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Exhibit 10.21
Company, then the Executive may terminate her employment by giving the Company
not less than thirty (30) days advance written notice. In such event, the
provisions of paragraph 13(a)(ii) shall apply and the Executive's rights under
any applicable benefit plans of the Company shall be determined under the
provisions of those plans. For purposes of this Agreement, the term "Change in
Control" shall mean the occurrence of any of the following events subsequent to
the Effective Date:
(i) Any "person" (such as the term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or
(ii) Any merger or consolidation of the Company with
any other corporation, other than a merger or consolidation that would result in
the voting securities of the Company immediately prior thereto continuing to
represent fifty percent (50%) or more of the total voting power represented by
the Company's then outstanding voting securities (either by remaining
outstanding or by being converted into voting securities of the Company or such
other surviving entity outstanding immediately after such merger or
consolidation); or
(iii) A majority of the directors of the Company
which were not nominated by the Company's management (or were nominated by
management pursuant to an agreement with person that acquired sufficient voting
securities of the Company to de facto control it) are elected to the Board of
Directors by the Company's shareholders; or
(iv) The shareholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets;
provided, however, that notwithstanding the foregoing, none of the following
events shall constitute a Change in Control for purposes of this Agreement: (a)
the implementation by the Company (including, without limitation, a change in
the composition of the Board of Directors and/or the issuance of new securities
by the Company) of its plan of reorganization in connection with the Bankruptcy
Case; or (b) the issuance of a final court order approving the plan of
reorganization filed by the Company in connection with the Bankruptcy Case.
(f) RESIGNATION WITHOUT CAUSE. The Executive may terminate her
employment for reasons other than those referred to in paragraph 2(e) hereof by
giving the Company not less than forty-five (45) days advance written notice;
provided that in such event, the Executive will cease her employment immediately
or at any time during such forty-five (45) day period, if so requested by the
Company. In such event the provisions of paragraph 13(a)(iii) shall apply and
the Executive's rights under any applicable benefit plans of the Company shall
be determined under the provisions of those plans.
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Exhibit 10.21
3. PLACE OF EMPLOYMENT. The Executive's services shall be performed at
the Company's principal executive offices at Portland, Oregon and the Executive
understands that she is expected to travel extensively in carrying out her
duties with the Company.
4. BASE SALARY. For all services to be rendered by the Executive
pursuant to this Agreement, the Company agrees to pay the Executive an annual
base salary (the "Base Salary") of not less than $200,000. The Base Salary shall
be paid in periodic installments in accordance with the Company's regular
payroll practices. The Company agrees to review Executive's Base Salary at least
annually as of the anniversary of her employment and to make such increases
therein as the Board of Directors, in its sole discretion, may approve.
5. BONUS. For each fiscal year during the term of the Executive's
employment hereunder, the Executive will be eligible to receive an annual bonus
(the "Bonus") based upon an Executive Incentive Compensation Plan (the "Plan")
to be developed by executive management of the Company and approved and adopted
by the Board of Directors. This Plan will include the terms, conditions and
formula for computing bonuses for the Company's senior executive officers for
each fiscal year. The Executive's level of participation in the Plan shall be
commensurate with her position with the Company and shall be consistent with the
level of participation by the Company's other senior executive officers (other
than its Chief Executive Officer).
6. CASH PAYMENT. Upon the Effective Date of this Agreement, the Company
shall pay the Executive a lump-sum cash payment in the amount of $50,000,
subject to such withholding and other normal employee deductions as may be
required by law.
7. STOCK OPTIONS. The Executive shall be eligible to participate in the
Company's stock option and other equity incentive plans, if any, subject to the
terms and conditions of such plans.
8. EXPENSES. The Executive shall be entitled to reimbursement by the
Company for all reasonable, ordinary and necessary travel, entertainment and
other expenses incurred by the Executive during the term of the Executive's
employment hereunder (in accordance with the policies and procedures established
by the Company for its senior executive officers) in the performance of her
duties and responsibilities under this Agreement; provided, however, that the
Executive shall properly account for such expenses in accordance with the
Company's policies and procedures.
9. BENEFITS. The Executive shall be entitled to participate in employee
benefit plans or programs of the Company, if any, to the extent that her
position, tenure, salary, age, health and other qualifications make her eligible
to participate, subject to the rules and regulations applicable thereto. In
addition the Executive shall be entitled to receive an annual physical
examination at Company expense; or at the Company's request, will take a
physical examination annually and provide the results to the Company.
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Exhibit 10.21
10. VACATIONS AND HOLIDAYS. The Executive shall be entitled to paid
vacation time in the amount of four weeks per year and Company holidays in
accordance with the Company's policies in effect from time to time. Vacation
accrued but unused in one year must be used in the next or it will be forfeited.
11. INDEMNIFICATION. The parties acknowledge that the Company and the
Executive have entered into an Officers and Directors Indemnification Agreement
that provides the Executive with the maximum amount of protection allowed under
the laws of Nevada to the extent that such protection is not inconsistent with
the Company's Certificate of Incorporation or Bylaws with respect to such
subject matter.
12. OTHER ACTIVITIES. The Executive shall devote substantially all of
her working time and efforts during the Company's normal business hours to the
business and affairs of the Company and to the diligent and faithful performance
of the duties and responsibilities duly assigned to her pursuant to this
Agreement, except for vacations, holidays and sickness. The Executive may,
however, devote a reasonable amount of her time, in general after the regular
business hours of the Company, to civic, community or charitable activities and,
with the prior written approval of the Board of Directors, to serve as a
director of other corporations and other types of businesses or public
activities not expressly mentioned in this paragraph.
13. TERMINATION BENEFITS. In the event the Executive's employment
terminates, then the Executive shall be entitled to receive severance and other
benefits as follows:
(a) SEVERANCE.
(i) INVOLUNTARY TERMINATION. If the Company
terminates the Executive's employment other than for Death, Disability or Cause,
then in lieu of any severance benefits to which the Executive may otherwise be
entitled under any Company severance plan or program, the Executive shall be
entitled to payment of her Base Salary for a period of one year immediately
following the date of termination of her employment, which Base Salary shall be
paid to her in periodic installments in accordance with the Company's regular
payroll practices; provided, however, that the Company's obligations hereunder
shall cease upon a breach by the Executive of her obligations under paragraphs
14, 15, 18 and 20 hereof.
(ii) RESIGNATION; CHANGE IN CONTROL; DIMINUTION IN
DUTIES. If the Executive terminates her employment by resignation pursuant to
paragraph 2(e) hereof as a result of a Change in Control of the Company or as a
result of the Board of Directors materially reducing the scope and/or authority
of the Executive's duties as Senior Vice President of Community Relations and
Chief Operating Officer of the Company, then in lieu of any severance benefits
to which the Executive may otherwise be entitled under any Company severance
plan or program, the Executive shall be entitled to payment of her Base Salary
for a period of one year immediately following the date of termination of her
employment, which Base Salary shall be paid to her in periodic installments in
accordance with the Company's regular payroll practices; provided, however, that
the Company's obligations hereunder shall cease upon a breach by the Executive
of her obligations under paragraphs 14, 15, 18 and 20 hereof.
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Exhibit 10.21
(iii) OTHER TERMINATION. In the event the Executive's
employment terminates for any reason other than the Company's breach of this
Agreement or as described in paragraph 13(a)(i) or 13(a)(ii) above, including by
reason of the Executive's death or disability or resignation pursuant to
paragraph 2(f) hereof, then the Executive shall not be entitled to receive any
severance payment or any other benefits, except as are provided in the Company's
severance and benefit plans and policies at the time of such termination.
(b) BONUSES. In the event the Executive's employment is
terminated by the Company as described in paragraph 13(a)(i) or by the Executive
as described in paragraph 13(a)(ii) above, then the Executive shall be entitled
to receive a portion of the Bonus, computed under the Company's Executive
Incentive Compensation Plan referred to in paragraph 5, which Bonus will be
determined, after the end of the fiscal year, by multiplying the amount of the
Bonus which would have become payable to the Executive had she remained employed
until the end of the fiscal year, by a fraction, the numerator of which will be
the number of days the Executive was employed by the Company in such fiscal
year, and the denominator of which shall be the number of days in the fiscal
year. In the event the Executive's employment terminates for any other reason,
then the Executive shall not be entitled to any Bonus which has not accrued as
of such date.
14. PROPRIETARY INFORMATION. The Executive shall not, without the prior
written consent of the Company, disclose or use for any purpose (except in the
course of her employment under this Agreement and in furtherance of the business
of the Company) any confidential information or proprietary data of the Company.
As an express condition of the Executive's employment with the Company, the
Executive agrees to execute confidentiality agreements as requested by the
Company, including but not limited to the Company's standard form of employee
proprietary information agreement.
15. ABSENCE OF CONFLICT. The Executive represents and warrants that her
employment by the Company as described herein shall not conflict with and will
not be constrained by any prior employment or consulting agreement or
relationship.
16. ARBITRATION. Except as provided in paragraph 18(b)(1) any dispute
or controversy of any kind arising under or in connection with this Agreement
shall be settled exclusively by binding arbitration in Portland, Oregon, in
accordance with the rules of the American Arbitration Association then in effect
by an arbitrator selected by both parties within ten (10) days after either
party has notified the other in writing that it desires a dispute between them
to be settled by arbitration. In the event the parties cannot agree on such
arbitrator within such ten (10) day period, each party shall select an
arbitrator and inform the other party in writing of such arbitrator's name and
address within five (5) days after the end of such ten (10) day period and the
two arbitrators so selected shall select a third arbitrator within fifteen (15)
days thereafter; provided, however, that in the event of a failure by either
party to select an arbitrator and notify the other party of such selection
within the time period provided above, the arbitrator selected by the other
party shall be the sole arbitrator of the dispute. Each party shall pay her or
its own attorneys fee and expenses associated with such arbitration, including
the expense of any
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Exhibit 10.21
arbitrator selected by such party and the Company will pay the expenses of the
jointly selected arbitrator. The decision of the arbitrator or a majority of the
panel of arbitrators shall be binding upon the parties and judgment in
accordance with that decision may be entered in any court having jurisdiction
thereover. Punitive damages shall not be awarded.
BY AGREEING TO SUBMIT A DISPUTE OR CONTROVERSY TO ARBITRATION, THE PARTIES
UNDERSTAND THAT THEY WILL NOT ENJOY THE BENEFITS OF A JURY TRIAL. ACCORDINGLY,
THE PARTIES HERETO EXPRESSLY AGREE TO WAIVE THE RIGHT TO A JURY TRIAL.
17. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Oregon as applied to agreements
between Oregon residents entered and to be performed entirely within Oregon.
18. CERTAIN COVENANTS OF THE EXECUTIVE.
(a) RESTRICTIVE COVENANTS. The Executive acknowledges that (i)
the Executive's work for the Company will bring her into close contact with many
confidential affairs not readily available to the public; and (ii) the Company
would not enter into this Agreement but for the agreements and covenants of the
Executive contained herein. In order to induce the Company to enter into this
Employment Agreement, the Executive covenants and agrees that:
(1) CONFIDENTIAL INFORMATION. During the term of the
Executive's employment hereunder and for a period of twelve (12) months
following the termination (whether for cause of otherwise) of the Executive's
employment with the Company or any of its affiliates (the "Restricted Period"),
the Executive shall keep secret and retain in strictest confidence, and shall
not use for the benefit of himself or others except in connection with the
business and affairs of the Company, all confidential matters of the Company and
its affiliates. Such confidential matters include, without limitation, trade
secrets, customer lists, subscription lists, details of consultant contracts,
pricing policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans, new personnel
acquisition plans, methods of manufacture, technical processes, designs and
design projects, inventions and research projects of the Company and its
affiliates, learned by the Executive heretofore or hereafter that are
sufficiently secret to have the possibility, whether or not realized, of
deriving economic value from not being generally known to other persons who can
obtain economic value from their disclosure or use, and the Executive shall not
disclose them to anyone outside of the Company and its affiliates, either during
or after employment, by the Company or any of its affiliates, except as required
in the course of performing duties hereunder or with the Company's express
written consent. The Executive's obligations pursuant to this Employment
Agreement shall not extend to matters which are within the public domain or
hereafter enter the public domain through no fault or action or failure to act,
whether directly or indirectly, on the part of the Executive.
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Exhibit 10.21
(2) PROPERTY OF THE COMPANY. All memoranda, notes,
lists, records and other documents (and all copies thereof) made or compiled by
the Executive or made available to the Executive concerning the business of the
Company or any of its affiliates shall be the Company's property and shall be
delivered to the Company promptly upon the termination of the Executive's
employment with the Company or any of its affiliates or at any other time on
request.
(3) EMPLOYEES OF THE COMPANY. During the Restricted
Period, the Executive shall not, directly or indirectly, hire, solicit or
encourage to leave the employment of the Company or any of its affiliates, any
employee of the Company or its affiliates or hire any such employee who has left
the employment of the Company or any of its affiliates within one year of the
termination of such employee's employment with the Company or any of its
affiliates.
(4) CONSULTANTS AND INDEPENDENT CONTRACTORS OF THE
COMPANY. During the Restricted Period, the Executive shall not, directly or
indirectly, hire, solicit or encourage to cease to work with the Company or any
of its affiliates, any consultant, sales representative or other person then
under contract with the Company or any of its affiliates.
(b) RIGHTS AND REMEDIES UPON BREACH. If the Executive
breaches, or threatens to commit a breach of, any of the provisions of paragraph
18(a) (the "Restrictive Covenants"), the Company shall have the following rights
and remedies, each of which rights and remedies shall be independent of the
other and severally enforceable, and all of which rights and remedies shall be
in addition to, and not in lieu of, any other rights and remedies available to
the Company under law or in equity:
(1) SPECIFIC PERFORMANCE. The right and remedy to
have the Restrictive Covenants specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the Company and its
affiliates and that money damages will not provide an adequate remedy to the
Company. The Parties further agree that the Company's claim for specific
performance shall not be a claim which is covered by the parties' agreement to
arbitrate as set forth in paragraph 16.
(2) ACCOUNTING. The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits (collectively, "Benefits")
derived or received by the Executive as a result of any transactions
constituting a breach of any of the Restrictive Covenants, and the Executive
shall account for and pay over such Benefits to the Company.
(c) SEVERABILITY OF COVENANTS. If any court determines that
any of the Restrictive Covenants, or any parts thereof, are invalid or
unenforceable, the remainder of the Restrictive Covenants shall not thereby be
affected and shall be given full effect, without regard to the invalid portions.
(d) "BLUE-PENCILING". If any court construes any of the
Restrictive Covenants, or any part thereof, to be unenforceable because of the
duration of such provision or
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Exhibit 10.21
the area covered thereby, such court shall have the power to reduce the duration
or area of such provision and, in its reduced form, such provision shall then be
enforceable and shall be enforced.
(e) ENFORCEABILITY IN JURISDICTIONS. The parties intend to and
hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts
of any jurisdiction within the geographical scope of such Restrictive Covenants.
If the courts of any one or more of such jurisdictions hold the Restrictive
Covenants wholly unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of the parties that such determination not bar or
in any way affect the Company's right to the relief provided above in the courts
of any other jurisdiction within the geographical scope of such Restrictive
Covenants, as to breaches of such Restrictive Covenants in such other respective
jurisdictions, such Restrictive Covenants as they relate to each jurisdiction
being, for this purpose, severable into diverse and independent covenants.
19. SUCCESSORS. The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption agreement
prior to the effectiveness of any such succession shall entitle the Executive to
the benefits described in paragraphs 13(a)(i) and 13(b) of this Agreement,
subject to the terms and conditions therein.
20. ASSIGNMENT. This Agreement and all rights under this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective personal or legal representatives,
executors, administrators, heirs, distributees, devisees, legatees, successors
and assigns. This Agreement is personal in nature, and, except as provided in
paragraph 19 hereof, neither of the parties to this Agreement shall, without the
written consent of the other, assign or transfer this Agreement or any right or
obligation under this Agreement to any other person or entity. If the Executive
should die while any amounts are still payable to the Executive hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.
21. NOTICES. For purposes of this Agreement, notices and other
communications provided for in this Agreement shall be in writing and shall be
delivered personally or sent by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
C/O Assisted Living Concepts, Inc
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇. ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
If to the Company: Assisted Living Concepts, Inc.
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇. ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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Exhibit 10.21
Attention: President and Chief Executive Officer
with a copy to: General Counsel
or to such other address or the attention of such other person as the recipient
party has previously furnished to the other party in writing in accordance with
this paragraph. Such notices or other communications shall be effective upon
delivery or, if earlier, three (3) days after they have been mailed as provided
above.
22. WAIVER. Failure or delay on the part of either party hereto to
enforce any right, power or privilege hereunder shall not be deemed to
constitute a waiver thereof. Additionally, a waiver by either party of a breach
of any promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent breach by such other party.
23. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective, valid and enforceable
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
24. RIGHT TO ADVICE OF COUNSEL. The Executive acknowledges that she has
consulted with counsel and is fully aware of her rights and obligations under
this Agreement.
25. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, none of which need contain the signature of more than one party
hereto, and each of which shall be deemed to be an original, and all of which
together shall constitute a single agreement,
26. INTEGRATION. This Agreement represents the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
all prior or contemporaneous agreements whether written or oral (including,
without limitation, the Original Agreement). No waiver, alteration or
modification of any of the provisions of this Agreement shall be binding unless
in writing and signed by duly authorized representatives of the parties hereto.
27. EFFECTIVENESS. This Agreement shall become effective as of the
Effective Date. Notwithstanding the prior execution of this Agreement, the
Original Agreement shall remain in full force and effect until the Effective
Date.
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Exhibit 10.21
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, on the day set opposite
its name below.
Date Agreement Executed "COMPANY"
Nov. 30, 2001 By: /s/ WM. ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Wm. ▇▇▇▇▇ ▇▇▇▇▇, President & CEO
Dec. 5, 2001 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, Chairman
Compensation Committee
"EXECUTIVE"
Dec. 6, 2001 /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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