EXHIBIT 10.5
EMPLOYMENT AGREEMENT
--------------------
▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
CONTENTS
Page
----
1. Employment........................................................... 1
2. Employment Term...................................................... 1
3. Position and Duties.................................................. 1
4. Authority............................................................ 3
5. Best Efforts of the Executive........................................ 3
6. Representations of the Executive..................................... 3
7. Representations of the Company....................................... 4
8. Liability and Insurance.............................................. 4
9. Compensation......................................................... 4
10. Sick Leave........................................................... 6
11. Medical Insurance.................................................... 6
12. Expenses............................................................. 6
13. Payment of Taxes..................................................... 6
14. Termination..................................................... 7
15. Compensation and Effects Following Termination.................. 9
16. Non-Competition................................................. 11
17. Nondisclosure of Confidential Information....................... 12
18. Noninterference................................................. 12
19. Specific Enforcement............................................ 12
20. Severability.................................................... 13
21. Entire Agreement and Amendment.................................. 13
22. Assignment...................................................... 13
23. Waiver of Compliance............................................ 13
24. Descriptive Headings............................................ 14
25. Affiliate....................................................... 14
26. Counterparts.................................................... 14
27. Notices......................................................... 14
28. Law Governing................................................... 15
29. Arbitration..................................................... 15
Employment Agreement
--------------------
This Agreement made as of _____________, 1999, by and between
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Executive") and ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware
corporation, (the "Company") (hereinafter collectively: the "Parties")
WHEREAS, the Company wishes to hire the Executive to work for it as its
Chief Executive Officer with duties and responsibilities as set forth in this
Agreement below; and
WHEREAS, the Company and the Executive wish to set forth in writing the
terms and conditions pursuant to which the Executive shall be employed by the
Company.
NOW, THEREFORE, In consideration of the mutual representations, covenants,
agreements and stipulations contained herein, the parties intending to be
legally bound agree as follows:
1. Employment.
1.1. The Company hereby employs the Executive as its Chief Executive
Officer, and the Executive hereby accepts and agrees to such hiring, engagement
and employment, for the Term of the employment (as defined below) and all on the
terms and conditions hereafter set forth.
1.2. The Executive shall have the duties and rights set forth and provided
in this Agreement, and the Parties agree that all terms and conditions of
Executive's employment with the Company shall be governed solely by this
Agreement except where expressly stated otherwise.
2. Employment Term.
The Company hereby agrees to employ the Executive, and the Executive hereby
agrees to such employment, subject to the terms and conditions set forth herein,
for a term for five years, commencing retroactively as of January 1, 1999 and
continuing through December 31, 2004 (the "Term"), unless sooner terminated as
herein set forth.
3. Position and Duties.
3.1. As Chief Executive Officer, the Executive shall also serve as an
officer and/or as a director of any of the corporations or entities affiliated
with the Company, as may be requested of him by the Board of Directors of the
Company (the "Board").
1
3.2. The Executive shall serve in the capacities of and perform the
obligations and duties of the office of Chief Executive Officer as set forth in
the Certificate of Incorporation and By-Laws of the Company as amended from time
to time. In the absence of the Chairman of the Company, the Executive shall act
as Chairman in his place.
3.3. Executive's employment hereunder shall be subject to the general
supervision, orders, advice and direction of the Company, as determined by the
Board. Executive shall perform such duties which are customarily performed by a
person holding a similar position with other employers engaged in the same or
similar business.
3.4. The Executive shall report and be directly responsible to the Board
of Directors of the Company and shall also have such other powers and duties as
may from time to time be prescribed by the Board.
3.5. The Executive shall devote his full working time and efforts to the
business and affairs of the Company and its subsidiaries and affiliates. It is
understood and agreed that the pursuit of personal investments and activities
which are not violative of the non-competition provisions of this Agreement and
which do not materially impair or detract from Employee's performance of his
duties to the Company shall not be in contravention of this Section 3.5. It is
expressly agreed that the Executive's employment by and activities in and
relating to the not-for-profit corporation, the Center For Contemporary
Diplomacy, Inc. (the "Center"), shall not be deemed to be in contravention of
this Section 3.5.
3.6. Subject to the terms of this Agreement, the Executive shall be
responsible for the general management of the Company's affairs and the day-to-
day managing, operating and administration of the Company's business, and
generally do all things reasonably deemed necessary or desirable by the Board
for the proper management, operation and administration of the Company's
business, with requisite authority to carry out his duties.
3.7. The Company shall not require the Executive to be employed in any
location other than metropolitan New York City unless he consents in writing to
such location.
3.8. During the Term of his employment, Executive shall be furnished with
office space and facilities commensurate with his position and adequate for the
performance of his duties; he shall be provided with the perquisites customarily
associated with the position of a senior executive and Chief Executive Officer
of a company.
2
4. Authority.
4.1. The Company authorizes the Executive, for the Company's account and
on its behalf, to perform any act or do anything necessary or desirable in order
to carry out the Executive's duties as set forth in this agreement and
everything done by the Executive under the provisions of shall be done as agent
of the Company, and all obligations or expenses incurred hereunder shall be at
the expense of Company.
4.2. All obligations or expenses incurred hereunder shall be for the
account of, on behalf of, and at the expense of the Company except as otherwise
specifically provided for in this Agreement, provided, however that the Company
-------- -------
shall not be obligated to reimburse the Executive for any expenses incurred in
entering this Agreement or in payment for any legal, accounting, or other
professional counsel, advice, or services sought or received by Executive in
connection with the negotiation and consummation of this terms of this
Agreement.
5. Best Efforts of the Executive.
The Executive shall use his best efforts in performing his duties
hereunder, and in furthering the interests of the Company and its business. The
Executive shall render his services in a faithful, responsible and competent
manner, all in accordance with the terms and conditions of this Agreement and
the Company's policies and procedures.
6. Representations of the Executive.
The Executive represents and warrants to the Company that:
6.1. He has the expertise, experience and capability to perform the duties
assigned to him hereunder;
6.2. He is not suffering from any physical or mental condition which may
impair his capability to perform the duties assigned to him hereunder;
6.3. He is familiar and/or will familiarize himself with the Company's
policies and procedures, will fully adhere to them during his employment
hereunder, and will refrain from any act or communication that may reflect
unfavorably upon the Company, its business or its affiliates; and
6.4. He has carefully read and understood this Agreement, and is entering
into it of his own free will.
3
7. Representations of the Company.
The Company represents and warrants that it is relying on the Executive's
representations in entering into this Agreement, and that it is willing to
employ the Executive subject to the terms and conditions of this Agreement and
to perform its obligations hereunder.
8. Liability and Insurance.
8.1. The Executive shall not be liable to the Company for any loss or
damage not caused by the Executive's own gross negligence or intentional failure
to comply with his obligations hereunder.
8.2. The Company will indemnify the Executive against and hold the
Executive harmless from (a) any liability, damages, costs and expenses
(including reasonable attorneys' fees) sustained or incurred for injury to any
person or property in, about and in connection with the Company's business, from
any cause whatsoever, unless such injury shall be caused by the Executive's own
(i) illegal or unlawful act of a nature involving moral turpitude, (ii) gross
negligence, or (iii) repeated failure to comply with his obligations which
remained uncured after notice by the Board, hereunder; and (b) any liability
damages, penalties, costs and expenses, statutory or otherwise, for all acts
properly performed by the Executive pursuant to the instruction of the Board;
provided, in each of the foregoing instances, that the Executive promptly
advises the Board of its receipt of information concerning any such injury and
the amount of any such liability, damages, penalties, costs and expenses. The
Company shall pay all expenses, including any and all attorney's fees, actually
incurred by Executive in connection with the investigation of any such matter,
the defense of any such action ,suit or proceeding and in connection with any
appeal thereon, including the cost of any settlements. The indemnification
under this Section 8.2 shall be deemed as adding to any other obligation of the
Company to indemnify the Executive as an officer or director of the Company, to
the maximum extent permitted by applicable law.
8.3. The Company shall carry sufficient liability insurance, workmen's
compensation and will deliver, upon Executive's demand, a copy of such liability
insurance to the Executive or a certificate evidencing the same.
9. Compensation.
9.1. Base Salary.
-----------
(a) During the Term of employment, the Company shall pay the Executive
an annual base salary of $150,000, payable in substantially equal
installments that shall be weekly, bi-weekly, semi-monthly or monthly,
depending on the policy that
4
the Company adopts for payment of base salary to its senior officers.
(b) The Executive's base salary will be subject to review at least
once at the end of each calendar year, provided that upon each review the
annual increase shall be no less than 10% of the Base for the immediately
preceding year.
9.2. Incentive Compensation.
----------------------
(a) The Company, if determined desirable and if conditions so allow,
at the determination and discretion of the Board, grant the Executive a
bonus based on Executive's achievements, it being acknowledged and agreed
that the Company will be under no obligation to grant such a bonus.
(b) When the Company achieves a positive net operating income, as
determined by independent auditors, in any fiscal year, the Executive shall
be automatically entitled to a one-time bonus of $25,000.
9.3. Withholding. The Company shall be entitled to withhold such amounts
-----------
from compensation and other payments as are necessary to comply with federal,
state and local withholding laws.
9.4. Benefits.
--------
(a) During the Term of employment hereunder, the Executive shall be
entitled to participate in and receive all benefits under all of the
benefit plans and arrangements of the Company currently or hereafter made
available by the Company to its Executives, senior officers, or in lieu of
any of such plans and arrangements of the Company, plans and arrangements
agreed to by the Board and the Executive.
Nothing provided for in this Section 9.4 (a), shall be
interpreted to limit or in any way affect to the Company's right to amend
or terminate any of its benefit plans and arrangements with respect to its
senior officers, or other employees, whether or not the Executive is then
participating in such plan or arrangement.
(b) In addition to the provisions of Section 9.4(a), and subject to
the directives of the Board, the Executive shall have a car allowance of up
to $575 per month, plus parking and insurance. The Executive shall also
have an allowance for a telephone line at his home and a mobile telephone
for Company business.
(c) If employee is insurable at regular rates the Company shall
purchase a disability insurance policy providing for a net after tax income
substantially equivalent to what
5
Executive's net after tax income would be on his base salary, such payments
to begin after Executive is disabled for 60 days. If Executive is
insurable at rates in excess of "regular rates", if Executive pays such
excess, Company will pay the balance of the premium.
9.5. Vacations. The Executive shall be entitled to five (5) weeks, or
---------
twenty five (25) business days, paid vacation in each calendar year.
10. Sick Leave; Personal Days.
In case of illness, the Executive shall be entitled to up to fourteen (14)
days of sick leave per year and up to seven (7) personal per year. During
authorized sick leave, the Executive's salary and other benefits shall continue
to be paid or accrued. Unused sick days may be carried over from year to year
but are not reimbursable upon the termination of this Agreement.
11. Medical Insurance.
The Executive, his spouse and children under 18 living with him, shall be
covered by the Company's group medical insurance policy, dental and long term
disability insurance, at no cost to the Executive, throughout the Term of his
employment.
12. Expenses.
The Executive shall receive reimbursement on a monthly basis for reasonable
business expenses incurred by him in connection with the performance of his
duties hereunder. Executive shall provide the Company with proper documentation
for each expense. If the Company reimburses the Executive for expenses later
determined to be non-deductible for federal income tax purposes, all such
amounts shall be treated as additional compensation to him.
13. Payment of Taxes
13.1. To the extent required by prevailing law, the Company shall deduct
from the salary payable to the Executive under this Agreement all social
security, federal, state and local taxes and charges as may now be in effect or
which may hereafter be enacted or required by applicable law as charges on the
compensation of the Executive.
13.2. To the extent required by prevailing law, the Company shall pay such
social security, disability, unemployment and workmen's compensation charges
imposed upon the Company by virtue of its employment of the Executive.
6
13.3. The Executive shall notify the Company of any change in his place of
residence or status which may affect his tax liability.
14. Termination. The Executive's employment (herein the "Employment")
hereunder shall terminate only at the expiration of the Term, or prior thereto
upon the occurrence of one of the following:
14.1. Death. The Executive's employment hereunder shall terminate upon his
-----
death ("Death").
14.2. Disability.
----------
(a) The Company may terminate the Employment hereunder if he becomes
physically or mentally incapacitated and by reason thereof becomes unable to
perform his duties hereunder for a period of 60 or more days during any period
of twelve consecutive months; and
(b) The Executive may terminate his employment hereunder if, in the
judgment of a physician selected by him and in the concurrent judgment of a
physician of the Company's selection, the Executive's health has become impaired
to an extent that makes the continued performance of his duties hereunder
hazardous to his physical or mental health or his life (such reason for
termination by the Company or by the Executive is hereinbelow referred to as
"Disability").
The Company may waive its right to seek concurrent judgment of a
physician of its selection. If the Company exercises said right, and if the
respective judgments of the physician selected by the Executive and the
physician selected by the Company do not concur, the judgment of a third
physician to be chosen by the Executive and the Company's physicians shall be
controlling.
14.3. Cause. The Company may terminate the Employment hereunder for cause
-----
(herein "Cause"). The Company will have Cause to terminate the Employment
hereunder upon:
(a) any willful or intentional and gross act or conduct by the
Executive having the effect of materially injuring the Company or its
affiliates;
(b) the Executive's conviction of a crime (including conviction
pursuant to a plea of nolo contendere) involving, in the judgment of the Board
fraud, dishonesty or moral turpitude; or
(c) any material, recurring and ongoing defaults, material
nonperformance or material violations by the Executive of the material terms of
this Agreement, which, despite specific written notice by the Board, remain
uncured after an unreasonable
7
period of time, which such period shall be no less than sixty (60) days.
14.4. On Company's Notice. The Company may terminate the Employment with
-------------------
no reason or cause whatsoever (herein termination "On the Company's Notice").
14.5. By Executive Without Reason. The Executive may terminate the
---------------------------
Employment (herein termination "On the Executive's Notice").
14.6. By Executive With Reason. The Executive may terminate the Employment
------------------------
at any time for "good reason" (herein termination "By Executive With Reason"),
upon one or more of the following:
(a) The failure to elect or appoint, or re-elect or re-appoint the
Executive to, or removal or improperly attempted removal of Executive from,
his position as Chief Executive Officer of the Company, except in
connection with the proper termination of Executive's employment by reason
of Cause, Death or Disability as provided herein;
(b) A reduction in Executive's overall compensation other than his
discretionary bonus under Section 9.3(a), or an adverse change in the
nature or scope of the authorities, powers, functions or duties normally
attached to Executive's position with the Company;
(c) The Company's failure or refusal to perform any obligations
required to be performed in accordance with this Agreement after reasonable
notice an opportunity to cure same; and
(d) A change in control of the company occurs. As used in this
Section 14(d), a "Change in Control" shall be deemed to have occurred upon
the passage of (i) ten (10) days following a public announcement that a
person or group of affiliated or associated persons have acquired, or
obtained the right to acquire, beneficial ownership of fifteen (15%)
percent of the outstanding Common Stock of the Company (the "Shares"); or
(ii) ten (10) days following the commencement of, or announcement of an
intention to make a tender offer or exchange offer, the consummation of
which would result in the beneficial ownership by a person or group of
affiliated or associated persons of fifteen (15%) percent of such
outstanding Shares; (iii) ten (10) days after a person or group of
affiliated or associated persons has (x) become the owner of at least ten
(10%) percent of the Shares or has filed a Schedule 13D or 13G with the
Securities and Exchange Commission and (y) whose ownership interest is
deemed by the Board to cause a material adverse impact on the business or
8
the prospects of the Company; or (iv) a change in the composition of a
majority of the Board.
14.7. Notice and Date of Termination. Any termination pursuant to Sections
------------------------------
14.1 through 14.6, herein shall be communicated by written notice of termination
to the other party (herein referred to as the "Notice of Termination"). The
date of termination of the Employment hereunder (herein the "Date of
Termination") shall be:
(a) the date of the Executive's death, if his Employment is terminated
for Death; or
(b) the date on which a Notice of Termination is given or made
effective, if the Employment is terminated by the Company for Disability, Cause
or On Notice, respectively; or
(c) the date on which a Notice of Termination is given or made
effective, if the Employment is terminated by the Executive on Executive's
Notice or by the Executive With Reason.
15. Compensation and Effects Following Termination.
15.1. If the Employment is terminated For Death, Disability, On the
Company's Notice, or By Executive With Reason, the Executive, or his successors
or dependents (collectively in this Section: the "Executive") shall be entitled
to the following compensation:
(a) All unpaid amounts due on account of Executive's base salary and
all benefits and bonuses until the date of Termination;
(b) The base salary and all benefits and bonuses hereunder at the
rate prevailing at the time of Termination for the remainder of the first
year of the Term, if the Termination is effective prior to twelve (12)
months following the date hereof, and thereafter for a period of one (1)
year;
(c) A severance payment in a lump sum equivalent to the base salary
and bonuses equivalent to one (1) year for each year of prior employment
with the Company (whether during the initial Term of employment or
thereafter), plus a pro-rated amount for each portion of a year of prior
employment with the Company;
(d) Any options granted to Executive which have not, by the term
thereof vested, shall be deemed to have vested at the termination, and
shall thereafter be exercisable for the maximum period of time allowed for
exercise thereof under the terms of the option(s); and
9
(e) The Company's (and Executive's and his dependents') participation
in any and all medical, dental and disability insurance plans shall be
continued, or equivalent benefits provided to him or them by the Company at
no cost to him or them, for a period of two (2) years from the date of
Termination.
15.2. If the Employment is terminated at the expiration of the Term of
employment or by the Executive on the Executive's Notice, the Executive shall be
entitled as follows:
(a) All unpaid amounts due on account of Executive's base salary and
all benefits and bonuses until the date of Termination;
(b) A severance payment in a lump sum equivalent to the base salary
and Bonuses equivalent to one half (1/2) year for each year of prior
employment with the Company (whether during the initial Term of employment
or thereafter), plus a pro-rated amount for each portion of a year of prior
employment with the Company;
(c) Any options granted to Executive which have not, by the term
thereof vested, shall be deemed to have vested at the termination, and
shall thereafter be exercisable for the maximum period of time allowed for
exercise thereof under the terms of the option(s); and
(d) The Company's (and Executive's and his dependents') participation
in any and all medical, dental and disability insurance plans shall be
continued, or equivalent benefits provided to him or them by the Company at
no cost to him or them, for a period of one (1) year from the date of
Termination.
15.3. If the Employment is terminated by the Company for Cause, the
Executive shall be entitled as follows:
(a) All unpaid amounts due on account of Executive's base salary and
all benefits and bonuses until the date of Termination;
(b) to the extent medical insurance or other benefits are required by
law to be extended or offered for a longer period, the Company shall comply
with such requirements; and
(c) Any options granted to Executive which have vested, shall
thereafter be exercisable for the minimum period of time allowed for
exercise thereof under the terms of the option(s). Any options granted to
Executive which have not yet vested, at the date of Termination, shall
expire upon Termination.
10
15.4. Any extension of benefits following the termination of employment
provided for herein shall be deemed to be in addition to and not in lieu of, any
period for benefits continuation provided for by law at the Company's or
Executive's expense.
16. Non-Competition.
16.1. During the period of the Employment hereunder and during the
applicable post-termination non-competition period as specified in Section 16.2,
herein, the Executive shall not own any interest, or provide any financing for,
or perform any service for, any business organization which directly or
indirectly engages in competition with the Company within the principal
geographic areas where the Company is or has during the term of this Agreement
developed substantial plans to commence doing business (herein the "Territory");
or, as a sole proprietor, director, officer, shareholder, employee, manager,
consultant, independent contractor, advisor or otherwise, engage directly or
indirectly in competition in the Territory with, any business conducted by the
Company or by its respective affiliates or any business which the Company or any
of its respective affiliates had developed substantial plans to enter into
during the employment with the Company pursuant to this Agreement or prior
hereto. Any business organization whose principal business is conducted on or
through the Internet shall be deemed as competing with the Company in the
Territory; provided, however, that the non-competition provisions of this
Section shall not apply (a) to paid or voluntary work for nonprofit Internet
projects, provided they do not directly compete with ▇▇▇▇▇▇▇▇▇.▇▇▇; (b) paid or
voluntary work for a local community-based Internet venture (e.g. ▇▇▇▇▇▇▇▇▇▇.▇▇▇
community news and information Web site); and (c) freelance writing and
interviewing. Anything to the contrary notwithstanding, the Executive's
employment by and activities in and relating to the Center shall not be deemed
to be in contravention of this Section 16.1.
16.2. Post-termination non-competition period.
(a) In the case of Termination of the employment for Cause or by the
Executive on Notice, the applicable post-termination non-competition period
shall be the period ending two (2) years following the Termination of the
employment hereunder.
(b) In the case of Termination of the employment for Disability, the
applicable post-termination non-competition period shall be the period
ending one (1) year following the Termination of the employment hereunder.
(c) In the case of Termination of the employment on the Company's
Notice or by the Executive for Reason, there shall
11
be no applicable post-termination non-competition period hereunder.
16.3. If a court of competent jurisdiction shall determine that the any of
provisions of Section 16.2 transcend or contravene the provisions of applicable
law, ipso facto this section shall be deemed revised to comply with applicable
----------
law and shall be construed in such a manner as to render this Section as so
revised enforceable under such law.
17. Nondisclosure of Confidential Information.
17.1. The Executive shall not, except as authorized or required by the
Company, in any manner, directly or indirectly, reveal, divulge, disclose or
otherwise communicate or make available to any person, firm, corporation or
entity any information concerning any matters affecting or relating to the
Company, its affiliates and/or any customers of the Company, their business,
affairs, manner of operation, plans or policies, the prices they charge or any
other information, except such information that is already in the public domain
due to no fault of the Executive.
17.2. The provisions of this Section shall survive the term of this
Agreement.
18. Noninterference.
During and after the Term of this Agreement, the Employee shall not in any
manner, directly or indirectly, affect to the detriment of the Company or any of
its affiliates any relationship of the Company, or any of its affiliates, or any
of their respective officers, employees and agents with any customer, supplier
or employee the Company or any affiliate, or cause any customer or supplier to
refrain from doing business with the Company or any affiliate thereof. Nothing
in this Section 18 shall be deemed to prevent Employee from competing with the
Company after the expiration of the applicable post-termination non-competition
period, even if such competition may have the effect of detrimentally affecting
the business of the Company.
19. Specific Enforcement.
The Executive acknowledges and agrees that the Company would be irreparably
harmed and could not be made whole by monetary damages in the event any of the
terms and provisions of this Agreement were not performed by him in accordance
with its terms. Accordingly, the Executive agrees that, in addition to any other
remedy to which the Company may be entitled, the Company shall be
12
entitled to an injunction or injunctions to prevent breaches of, and to obtain
specific performance of, any or all of the terms and provisions hereof and shall
be entitled to other equitable relief.
20. Severability.
If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions will remain in
full force and effect and will in no way be affected, impaired or invalidated.
It is hereby stipulated and declared to be the intention of the parties that
they would have executed such remaining terms, provisions, covenants and
restrictions without including any of such as may be hereafter declared invalid,
void or unenforceable.
21. Entire Agreement and Amendment.
This Agreement contains the entire understanding of the parties with
respect to its subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings other than those
expressly set forth herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Agreement may not be amended, modified or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto.
22. Assignment.
This Agreement shall not be assignable by any party hereto, except that it
shall be assignable by the Company to any companies that are or may become
affiliated to it but no such assignment shall release to the assigning party
from its financial obligations hereunder. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the heirs, personal
representatives, successors and permitted assigns of the parties hereto.
23. Waiver of Compliance.
Any failure of one of the parties hereto to comply with any obligation,
covenant, agreement or condition herein may be waived by the other party only by
a written instrument signed by the party granting such waiver, but such waiver
or failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
13
24. Descriptive Headings.
Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of the Agreement.
25. Affiliate.
As used in this Agreement, the term "affiliate" means a person or entity
controlled by, controlling, or under common control with the Company.
26. Counterparts.
For the convenience of the parties, any number of counterparts of this
Agreement may be executed by one or more parties hereto and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.
27. Notices.
All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally, dispatched by way of recognized
courier service, such as Federal Express, by facsimile transmission (with a
confirmation copy mailed), or mailed (registered or certified mail, postage
prepaid, return receipt requested) to the respective parties at the following
addresses:
To the Executive:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Telephone: ▇▇▇ ▇▇▇ ▇▇▇▇
facimile: ▇▇▇ ▇▇▇ ▇▇▇▇
With a copy to:
Esq.
To the Company:
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
14
with copies to:
▇▇▇▇ ▇. ▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., #▇▇
New York, N.Y. 10016
or to such other address as any party hereto may, from time to time, designate
in a written notice given in a like manner.
28. Law Governing.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to contracts made
and to be performed wholly within such State, without reference to any rules of
conflicts of laws.
29. Arbitration.
All disputes, controversies or claims with respect to any of the terms or
conditions of, or the performance of the parties under, or termination of, this
Employment Agreement which cannot be settled amicably by the parties, whether or
not such disputes, controversy(ies) or claim(s) are arbitrable under applicable
law, shall be finally settled by arbitration in accordance with the Employment
Commercial Arbitration Rules of the American Arbitration Association in New York
City. The arbitration proceedings shall be conducted in New York City in the
English Language before one (1) arbitrator. The award of the arbitrator shall
be final and binding upon the parties and judgment upon such award may be
entered in any court having jurisdiction or application may be made to such a
court for a judicial acceptance of such award and judgment or order of
enforcement, as the case may be.
IN WITNESS THEREOF THE PARTIES have executed this Agreement as of the date
first herein written.
THE COMPANY: THE EXECUTIVE
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
By: ______________________ ___________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
15