EXHIBIT 10(j)
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED AGREEMENT dated the 6th day
of August, 1997, by and between GUEST SUPPLY, INC., a New
Jersey corporation (the "Company"), and TERI E. UNSWORTH
(the "Employee").
W I T N E S S E T H :
WHEREAS, the parties desire to amend and restate
in its entirety the Employment Agreement dated January 11,
1988 between the Company and the Employee;
WHEREAS, the Company wishes to retain the services
of the Employee, and the Employee wishes to serve in the
employ of the Company, upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements hereinafter set forth, the parties
hereto hereby agree as follows:
1. Employment.
1.1 The Company agrees to employ the Employee,
and the Employee agrees to serve in the employ of the
Company, for the term set forth in Section 1.2, in the
position and with the responsibilities, duties and authority
set forth in Section 2 and on the other terms and conditions
set forth in this Agreement.
1.2 The term of the Employee's employment under
this Agreement shall commence as of August 1, 1997 and shall
terminate on July 31, 2000, unless extended or sooner
terminated in accordance with this Agreement.
1.3 As of July 31, 1998 and each subsequent
July 31 during the term of this Agreement (each, an
"Automatic Renewal Date"), unless either party shall have
given a notice of non-extension not less than two (2)
months prior to such Automatic Renewal Date, the term of
this Agreement shall be extended automatically for a
period of one (1) year to the first anniversary of the
expiration date of the then-current term of this Agreement.
Once a notice of non-extension shall have been given by
either party, there shall be no further automatic extension
of this Agreement.
2. Position, Duties. The Employee shall serve
in the position of Vice President - Marketing of the
Company. The Employee shall perform, faithfully and
diligently, such duties, and shall have such
responsibilities, appropriate to said position, as shall
be assigned to her from time to time by the President of
the Company. The Employee shall report directly to the
President of the Company. The Employee shall devote her
complete and undivided attention to the performance of her
duties and responsibilities hereunder during the normal
working hours of executive employees of the Company. The
Employee will work from her residence in Los Angeles,
California, and travel to the Company's corporate office and
clients as required to effectively execute her duties and
responsibilities.
3. Salary. During the term of this Agreement,
in consideration of the performance by the Employee of the
services set forth in Section 2 and her observance of the
other covenants set forth herein, the Company shall pay the
Employee, and the Employee shall accept, a base salary at
the rate of $168,729 per annum, payable in accordance with
the standard payroll practices of the Company. The Employee
shall be entitled to such increases in base salary during
the term hereof as shall be determined by the Board of
Directors of the Company in its sole discretion based on the
performance of the Company, the performance of the Employee
and increases in the cost of living.
4. Expense Reimbursement and Perquisites.
During the term of this Agreement, (a) the Company shall
reimburse the Employee for all reasonable and necessary
out-of-pocket expenses incurred by her in connection with
the performance of her duties hereunder, upon the
presentation of proper accounts therefor in accordance with
the Company's policies and (b) the Employee shall be
entitled to such perquisites as may be made available from
time to time to senior executive employees of the Company.
5. Benefits. During the term of this Agreement,
the Employee will be eligible to participate in all employee
benefit plans and programs offered by the Company from time
to time to its employees of comparable seniority, including
but not limited to group hospitalization, surgical and major
medical insurance plans, subject to the provisions of such
plans and programs as in effect from time to time.
6. Termination of Employment.
6.1 Death. In the event of the death of the
Employee during the term of this Agreement, the Company
shall continue to pay to the estate or other legal
representative of the Employee the base salary provided for
in Section 3 (at the annual rate then in effect) until the
expiration of a period of three (3) months from the date of
the Employee's death. Rights and benefits of the estate or
other legal representative of the Employee under the benefit
plans and programs of the Company shall be determined in
accordance with the provisions of such plans and programs.
Neither the estate or other legal representative of the
Employee nor the Company shall have any further rights or
obligations under this Agreement.
6.2 Disability. If the Employee shall become
incapacitated by reason of sickness, accident or other
physical or mental disability and shall be unable to perform
her normal duties hereunder for a cumulative period of two
(2) months in any period of four (4) consecutive months, the
employment of the Employee hereunder may be terminated by
the Company or the Employee. In the event of such
termination, the Company shall continue to pay to the
Employee the base salary provided for in Section 3 (at the
annual rate then in effect) until the first to occur of (i)
the expiration of a period of six (6) months from the date
of such termination, (ii) the commencement of payment of
benefits to the Employee under any disability plan or policy
maintained by the Company or (iii) the expiration of a
period of three (3) months from the date of death of the
Employee. The Company shall continue to carry the group
life, hospitalization, surgical and major medical insurance
coverage for the Employee for a one (1) year period
following termination of employment. Rights and benefits of
the Employee under the benefit plans and programs of the
Company shall be determined in accordance with the
provisions of such plans and programs. Neither the Employee
nor the Company shall have any further rights or obligations
under this Agreement, except as provided in Sections 7, 8, 9
and 10.
6.3 Due Cause. The employment of the Employee
hereunder may be terminated by the Company at any time for
Due Cause (as hereinafter defined). In the event of such
termination, the Company shall pay to the Employee the base
salary provided for in Section 3 (at the annual rate then in
effect) accrued to the date of such termination and not
theretofore paid to the Employee. Rights and benefits of
the Employee under the benefit plans and programs of the
Company shall be determined in accordance with the
provisions of such plans and programs. For purposes hereof,
"Due Cause" shall mean (i) willful, gross neglect or
willful, gross misconduct in the Employee's discharge of her
duties and responsibilities under this Agreement, or (ii)
the Employee's commission of (x) a felony or (y) any crime
or offense involving moral turpitude; provided, however, the
Employee shall be given written notice by a majority of the
Board of Directors of the Company that it intends to
terminate the Employee's employment for Due Cause, which
written notice shall specify the act or acts upon the basis
of which the majority of the Board of Directors of the
Company intends so to terminate the Employee's employment,
and the Employee shall then be given the opportunity, within
fifteen (15) days of her receipt of such notice, to have a
meeting with the Board of Directors of the Company to
discuss such act or acts. If the basis of such written
notice is other than an act described in clause (ii), the
Employee shall be given seven (7) days after such meeting
within which to cease or correct the performance (or
nonperformance) giving rise to such written notice and, upon
failure of the Employee within such seven (7) days to cease
or correct such performance (or nonperformance), the
Employee's employment by the Company shall automatically be
terminated hereunder for Due Cause. After the satisfaction
of any claim of the Company against the Employee incidental
to such Due Cause, neither the Employee nor the Company
shall have any further rights or obligations under this
Agreement, except as provided in Sections 7, 8, 9 and 10.
6.4 Other Termination by the Company. The
Company may terminate the Employee's employment at any time
for whatever reason it deems appropriate; provided, however,
that in the event that such termination is not pursuant to
Sections 6.1, 6.2 or 6.3:
(A) The Company shall pay to the Employee, within
thirty (30) days of the date of such termination, a lump sum
amount in cash equal to (a) if such termination shall take
place prior to a Change in Control (as hereinafter defined),
the lesser of (i) the product of one (1) month's base salary
(at the highest monthly rate in effect during the six (6)
month period immediately preceding such termination)
multiplied by a fraction, the numerator of which shall be
the Employee's annual base salary at a rate equal to the
highest annual rate in effect, pursuant to Section 3, during
the six (6) month period immediately preceding such
termination, and the denominator of which shall be 10,000,
or (ii) three (3) times the Employee's average annualized
cash compensation (base salary and bonus) during the most
recent five (5) taxable years of the Company ending before
the date of such termination (or during such portion of such
period as the Employee was employed by, or rendered services
for, the Company), less $1,000, or (b) if such termination
shall take place subsequent to a Change in Control, the
lesser of (i) the product of two (2) months' base salary (at
the highest monthly rate in effect during the six (6) month
period immediately preceding such termination) multiplied by
a fraction, the numerator of which shall be the Employee's
annual base salary at a rate equal to the highest annual
rate in effect, pursuant to Section 3, during the six (6)
month period immediately preceding such termination, and the
denominator of which shall be 10,000, or (ii) three (3)
times the Employee's average annualized cash compensation
(base salary and bonus) during the most recent five (5)
taxable years of the Company ending before the date of such
termination (or during such portion of such period as the
Employee was employed by, or rendered services for, the
Company), less $1,000. The Employee shall be under no
obligation to seek subsequent employment and upon obtaining
subsequent employment shall be under no obligation to offset
any amounts earned from such subsequent employment (whether
as an employee, a consultant or otherwise) against such lump
sum payment.
(B) The Company shall continue to carry the group
life, hospitalization, surgical and major medical insurance
coverage for the Employee for a two (2) year period
following termination of employment.
(C) Other rights and benefits of the Employee
under the benefit plans and programs of the Company shall be
determined in accordance with the provisions of such plans
and programs.
(D) For a period of five years following
termination of the employment of the Employee under Section
6.4 (the "Consulting Period"), the Company shall retain the
Employee to provide such consulting services, on such
projects, at such compensation and at such times as are
mutually agreed to from time to time by the Employee and the
Company. During the Consulting Period, the Employee shall
be deemed an employee of the Company for purposes of the
stock option plans and incentive plans of the Company (the
"Plans"). Any options to purchase common stock, no par
value (the "Common Stock"), of the Company (the "Options")
heretofore or hereafter granted to the Employee pursuant to
the Plans shall become fully exercisable and shall remain
exercisable upon the termination of employment of the
Employee until the first to occur of (a) the expiration of
the term of such Options or (b) the expiration of the
Consulting Period. In the event the Company terminates the
Employee's services as a consultant hereunder prior to the
expiration of the Consulting Period, the Employee shall be
entitled to receive payment from the Company of liquidated
damages in an amount equal to the aggregate Adjusted Option
Spread (as hereinafter defined), it being agreed that the
Employee's damages might be impossible to ascertain and that
such amount constitutes a fair and reasonable amount of
damages under the circumstances and is not a penalty. Any
damages payable to the Employee hereunder shall be paid by
the Company to the Employee within fifteen (15) days
following the original expiration date of the Consulting
Period. For purposes hereof, the Adjusted Option Spread
with respect to each Option held by the Employee on the date
of termination of the Employee's services as a consultant
hereunder shall be equal to the product of (a) the number of
shares of Common Stock which are subject to such Option
multiplied by (b) the excess of (i) the highest Market Price
(as hereinafter defined) of the Common Stock during the
period commencing on the date on which such Option ceases to
be exercisable as a result of the termination of the
Employee's services as a consultant hereunder and
terminating on the original expiration date of the
Consulting Period over (ii) the greater of (x) the option
exercise price per share of Common Stock under such Option
or (y) the highest Market Price of the Common Stock during
the period commencing on the date of termination of the
Employee's services as a consultant hereunder and
terminating on the date on which such Option ceases to be
exercisable as a result of such termination. For purposes
hereof, Market Price on any date shall mean the closing
price per share of Common Stock on the New York Stock
Exchange (or such other national securities exchange on
which the Common Stock may be listed, if not listed on the
New York Stock Exchange, or in the over-the-counter market,
if not listed on a national securities exchange).
Neither the Employee nor the Company shall have any further
rights or obligations under this Agreement, except as
provided in Sections 7, 8, 9 and 10.
6.5 Voluntary Termination. The Employee may
terminate her employment with the Company at any time upon
30 days' prior written notice to the Company. In the event
of such termination, the Company shall pay to the Employee
the base salary provided for in Section 3 (at the annual
rate then in effect) accrued to the date of such termination
and not theretofore paid to the Employee. Rights and
benefits of the Employee under the benefit plans and
programs of the Company shall be determined in accordance
with the provisions of such plans and programs. Neither the
Employee nor the Company shall have any further rights or
obligations under this Agreement, except as provided in
Sections 7, 8, 9 and 10.
6.6 Constructive Termination Subsequent to a
Change in Control. Anything herein to the contrary
notwithstanding, if, subsequent to a Change in Control, the
Company:
(A) demotes the Employee to a lesser position than
provided in Section 2;
(B) causes a material change in the nature or
scope of the authorities, powers, functions, duties, or
responsibilities attached to the Employee's position as
described in Section 2;
(C) decreases the Employee's salary below the
level provided for in Section 3 (taking into account
increases made from time to time in accordance with Section
3);
(D) fails to agree in writing (within ten (10)
days of such Change in Control) to employ the Employee for a
period of not less than one year commencing with such Change
in Control on the terms and conditions set forth in this
Agreement; or
(E) fails to obtain the agreement of a successor
company to assume the obligation of the Company under this
Agreement as required by Section 11.1;
then such action (or inaction) by the Company, unless
consented to in writing by the Employee, shall constitute a
termination of the Employee's employment by the Company
pursuant to Section 6.4 (subsequent to a change in control
for purposes of Section 6.4(A)). Notwithstanding the
preceding sentence, within thirty (30) days after learning
of the action (or inaction) constituting the basis for a
Constructive Termination of Employment, the Employee shall
(unless she gives written consent thereto) advise the
Company in writing, that the action (or inaction)
constitutes a termination of her employment pursuant to
Section 6.4. In such event, the Company shall have thirty
(30) days in which to correct such action (or inaction) and
if the Company does so correct such action (or inaction) the
Employee shall not be entitled to terminate her employment
under this Section as a result of such action (or inaction)
(the notice provided by the Employee to the Company of the
action or inaction and the Company's correction of the
action or inaction, being hereinafter referred to as the
"Correction Process"); provided, however, that if the
Employee and the Company engage in the Correction Process
three (3) times subsequent to a Change in Control, the
Employee shall not thereafter be required to engage in the
Correction Process and shall be entitled to treat any such
subsequent action or inaction by the Company as a
termination of the Employee's employment pursuant to Section
6.4 (subsequent to a change in control for purposes of
Section 6.4(A)).
6.7 Termination of Employment Following a Change
in Control. The Employee may terminate her employment with
the Company during the one (1) year period following a
Change in Control, and such termination of employment shall
be deemed to constitute a termination of the Employee's
employment by the Company pursuant to Section 6.4
(subsequent to a change in control for purposes of Section
6.4(A)). For purposes of this Agreement, a Change in
Control shall be deemed to have occurred if:
(A) a "person" (meaning an individual, a
partnership, or other group or association as defined in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, other than the Employee or a group including the
Employee) acquires twenty percent (20%) or more of the
combined voting power of the outstanding securities of the
Company having a right to vote in elections of directors and
such acquisition shall not have been approved by a majority
of the Continuing Directors (as hereinafter defined) then in
office not later than sixty (60) days after completion of
such acquisition; or
(B) Continuing Directors shall for any reason
cease to constitute a majority of the Board of Directors of
the Company; or
(C) the business of the Company is disposed of by
the Company to a party or parties other than a subsidiary or
other affiliate of the Company, in which the Company owns
less than a majority of the equity, pursuant to a partial or
complete liquidation of the Company, sale of assets
(including stock of a subsidiary of the Company) or
otherwise, and such disposition shall not have been approved
in advance by a majority of the Continuing Directors then in
office.
For purposes of this Agreement, the term
"Continuing Director" shall mean a member of the Board of
Directors of the Company who either was a member of the
Board of Directors on the date hereof or who subsequently
became a Director and whose election, or nomination for
election, was approved by a vote of at least two-thirds of
the Continuing Directors then in office.
7. Confidential Information.
7.1 The Employee shall, during the Employee's
employment with the Company and thereafter, treat all
confidential material confidentially and, except in
accordance with the terms of this Agreement, shall not,
without the prior written consent of a majority of the Board
of Directors of the Company, disclose such material,
directly or indirectly, to any party not at the time of such
disclosure an employee or agent of the Company, or remove
from the Company's premises any notes or records relating
thereto, copies or facsimiles thereof (whether made by
electronic, electrical, magnetic, optical, laser, acoustic
or other means), or any other property of the Company. The
Employee agrees that all confidential material, together
with all notes and records of the Employee relating thereto,
and all copies or facsimiles thereof in the possession of
the Employee (whether made by the foregoing or other means)
are the exclusive property of the Company. The Employee
shall not in any manner use any confidential material, or
any other property of the Company, in any manner not
specifically directed by the Company or in any way which is
detrimental to the Company, as determined by a majority of
the Board of Directors of the Company in its sole
discretion.
7.2 For the purposes hereof, the term
"confidential material" shall mean all information in any
way concerning the activities, business or affairs of the
Company or the Company's customers and clients, including,
without limitation, information concerning trade secrets and
the preparation of raw material for, manufacture of, and/or
finishing processes utilized in the production of, the
products or projects of the Company and/or any improvements
therein, together with all sales and financial information
concerning the Company and any and all information
concerning projects in research and development or marketing
plans for any such products or projects, and all information
concerning the practices, customers and clients of the
Company, and all information in any way concerning the
activities, business or affairs of any of such customers or
clients, as such, which is furnished to the Employee by the
Company or any of its agents, customers or clients, as such,
otherwise acquired by the Employee in the course of the
Employees employment with the Company; provided, however,
that the term "confidential material" shall not include
information which (i) becomes generally available to the
public other than as a result of a disclosure by the
Employee, (ii) was available to the Employee on a
non-confidential basis prior to her employment with the
Company or (iii) becomes available to the Employee on a
non-confidential basis from a source other than the Company
or any of its agents, customers or clients, as such,
provided that such source is not bound by a confidentiality
agreement with the Company or any of such agents, customers
or clients.
7.3 Promptly upon the request of the Company, the
Employee shall deliver to the Company all confidential
material in the possession of the Employee without retaining
a copy thereof, unless, in the opinion of counsel for the
Company, either returning such confidential material or
failing to retain a copy thereof would violate any
applicable Federal, state, local or foreign law, in which
event such confidential material shall be returned without
retaining any copies thereof as soon as practicable after
such counsel advises that the same may be lawfully done.
7.4 In the event that the Employee is required,
by oral questions, interrogatories, requests for information
or documents, subpoena, civil investigative demand or
similar process, to disclose any confidential material, the
Employee shall provide the Company with prompt notice
thereof so that the Company may seek an appropriate
protective order and/or waive compliance by the Employee
with the provisions hereof; provided, however, that if in
the absence of a protective order or the receipt of such a
waiver, the Employee is, in the opinion of counsel for the
Company, compelled to disclose confidential material not
otherwise disclosable hereunder to any legislative, judicial
or regulatory body, agency or authority, or else be exposed
to liability for contempt, fine or penalty or to other
censure, such confidential material may be so disclosed.
8. Intellectual Property. Any and all
inventions made, developed or created by the Employee
(whether at the request or suggestion of the Company or
otherwise, whether alone or in conjunction with others, and
whether during regular hours of work or otherwise) (a)
during the period of this Agreement, or (b) within a period
of one (1) year after the date of termination of employment
hereunder, which may be directly or indirectly useful in, or
relate to, the business of or tests being carried out by the
Company, shall be promptly and fully disclosed by the
Employee to the Board of Directors of the Company and shall
be the Company's exclusive property as against the Employee,
and the Employee shall promptly deliver to an appropriate
representative of the Company as designated by the Board of
Directors all papers, drawings, models, data and other
material relating to any invention made, developed or
created by her as aforesaid. The Employee shall, at the
request of the Company and without any payment therefor,
execute any documents necessary or advisable in the opinion
of the Company's counsel to direct issuance of patents or
copyrights to the Company with respect to such inventions as
are to be the Company's exclusive property as against the
Employee or to vest in the Company title to such inventions
as against the Employee. The expense of securing any such
patent or copyright shall be borne by the Company.
9. Non-Competition. The Employee acknowledges
that the services to be rendered by her to the Company are
of a special and unique character. The Employee agrees
that, in consideration of her employment hereunder, the
Employee will not (a) during the term of this Agreement and
thereafter for a period of one (1) year commencing on the
date of termination of her employment with the Company (i)
engage, directly or indirectly, whether as principal, agent,
distributor, representative, consultant, stockholder (other
than an investment of not more than 5% of the stock of
equity of any corporation the capital stock of which is
publicly traded), employee or otherwise, in any activity or
business venture which is competitive with the business
conducted or proposed to be conducted by the Company as of
the date of termination of her employment with the Company
or (ii) solicit or entice or endeavor to solicit or entice
away from the Company any person who was an officer,
employee or consultant of the Company, either on her own
account or for any person, firm, corporation or other
organization, whether or not such person would commit any
breach of her contract of employment by reason of leaving
the service of the Company, and the Employee agrees not to
employ, directly or indirectly, any person who was an
officer or employee of the Company or who by reason of such
position at any time is or may be likely to be in possession
of any confidential information or trade secrets relating to
the businesses or products of the Company, or (b) at any
time, take any action or make any statement the effect of
which would be, directly or indirectly, to impair the good
will of the Company or the business reputation or good name
of the Company, or be otherwise detrimental to the interests
of the Company, including any action or statement intended,
directly or indirectly, to benefit a competitor of the
Company.
10. Equitable Relief. In the event of a breach
or threatened breach by the Employee of any of the
provisions of Sections 7, 8 or 9 of this Agreement, the
Employee hereby consents and agrees that the Company shall
be entitled to an injunction or similar equitable relief
from any court of competent jurisdiction restraining the
Employee from committing or continuing any such breach or
threatened breach or granting specific performance of any
act required to be performed by the Employee under any of
such provisions, without the necessity of showing any actual
damage or that money damages would not afford an adequate
remedy and without the necessity of posting any bond or
other security. Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies at
law or in equity which it may have.
11. Successors and Assigns.
11.1 Assignment by the Company. The Company shall
require any successors (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 assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.
As used in this Section, the "Company" shall mean the
Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which otherwise becomes
bound by all the terms and provisions of this Agreement by
operation of law and this Agreement shall be binding upon,
and inure to the benefit of, the Company, as so defined.
11.2 Assignment by the Employee. The Employee may
not assign this Agreement or any part thereof without the
prior written consent of a majority of the Board of
Directors of the Company; provided, however, that nothing
herein shall preclude one or more beneficiaries of the
Employee from receiving any amount that may be payable
following the occurrence of her legal incompetency or her
death and shall not preclude the legal representative of her
estate from receiving such amount or from assigning any
right hereunder to the person or persons entitled thereto
under her will or, in the case of intestacy, to the person
or persons entitled thereto under the laws of intestacy
applicable to her estate. The term "beneficiaries", as used
in this Agreement, shall mean a beneficiary or beneficiaries
so designated to receive any such amount or, if no
beneficiary has been so designated, the legal representative
of the Employee (in the event of her incompetency) or the
Employee's estate.
12. Governing Law. This Agreement shall be
deemed a contract made under, and for all purposes shall be
construed in accordance with, the laws of the State of New
Jersey applicable to contracts to be performed entirely
within such State.
13. Entire Agreement. This Agreement contains
all the understandings and representations between the
parties hereto pertaining to the subject matter hereof and
supersedes all undertakings and agreements, whether oral or
in writing, if any there be, previously entered into by them
with respect thereto.
14. Amendment, Modification, Waiver. No
provision of this Agreement may be amended or modified
unless such amendment or modification is agreed to in
writing and signed by the Employee and by a duly authorized
representative of the Company other than the Employee.
Except as otherwise specifically provided in this Agreement,
no waiver by either party hereto of any breach by the other
party hereto of any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver
of a similar or dissimilar provision or condition at the
same or any prior or subsequent time, nor shall the failure
of or delay by either party hereto in exercising any right,
power or privilege hereunder operate as a waiver thereof to
preclude any other or further exercise thereof or the
exercise of any other such right, power or privilege.
15. Arbitration. Any controversy or claim
arising out of or relating to this Agreement, or any breach
thereof, shall, except as provided in Section 10, be settled
by binding arbitration in accordance with the rules of the
American Arbitration Association then in effect and judgment
upon such award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. The arbitration
shall be held in the area where the Company then has its
principal place of business.
16. Attorneys' Fees and Costs. All attorneys'
fees, costs and expenses incurred by the prevailing party in
connection with any litigation pursuant to Section 10 or any
arbitration pursuant to Section 15 shall be borne by the
non-prevailing party.
17. Notices. Any notice to be given hereunder
shall be in writing and delivered personally or sent by
certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated
below or at such other address as such party may
subsequently designate by like notice:
If to the Company:
Guest Supply, Inc.
4301 U.S. Highway One South
Post Office Box 902
Monmouth Junction, New Jersey 08852-0902
If to the Employee:
Teri E. Unsworth
1960 Deermont Road
Glendale, California 91207
18. Severability. Should any provision of this
Agreement be held by a court or arbitration panel of
competent jurisdiction to be enforceable only if modified,
such holding shall not affect the validity of the remainder
of this Agreement, the balance of which shall continue to be
binding upon the parties hereto with any such modification
to become a part hereof and treated as though originally set
forth in this Agreement. The parties further agree that any
such court or arbitration panel is expressly authorized to
modify any such unenforceable provision of this Agreement in
lieu of severing such unenforceable provision from this
Agreement in its entirety, whether by rewriting the
offending provision, deleting any or all of the offending
provision, adding additional language to this Agreement, or
by making such other modifications as it deems warranted to
carry out the intent and agreement of the parties as
embodied herein to the maximum extent permitted by law. The
parties expressly agree that this Agreement as so modified
by the court or arbitration panel shall be binding upon
and enforceable against each of them. In any event, should
one or more of the provisions of this Agreement be held to
be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect
any other provisions hereof, and if such provision or
provisions are not modified as provided above, this
Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had never been set forth herein.
19. Withholding. Anything to the contrary
notwithstanding, all payments required to be made by the
Company hereunder to the Employee or her beneficiaries,
including her estate, shall be subject to withholding of
such amounts relating to taxes as the Company may reasonably
determine it should withhold pursuant to any applicable law
or regulation. In lieu of withholding such amounts, in
whole or in part, the Company, may, in its sole discretion,
accept other provision for payment of taxes as permitted by
law, provided it is satisfied in its sole discretion that
all requirements of law affecting its responsibilities to
withhold such taxes have been satisfied.
20. Survivorship. The respective rights and
obligations of the parties hereunder shall survive any
termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.
21. Titles. Titles of the sections of this
Agreement are intended solely for convenience and no
provision of this Agreement is to be construed by reference
to the title of any section.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.
GUEST SUPPLY, INC.
By /s/ Clifford W. Stanley
Name: Clifford W. Stanley
Title: President
/s/ Teri E. Unsworth
Teri E. Unsworth