EMPLOYMENT AGREEMENT
AGREEMENT (the "Agreement") dated as of March __, 2000 between BBS
Acquisition Corp., a Delaware corporation (the "Employer" or the "Company"), and
Ramy Weitz (the "Employee").
W I T N E S S E T H :
WHEREAS, the Employer desires to employ the Employee as its President and
to be assured of his services as such on the terms and conditions hereinafter
set forth; and
WHEREAS, the Employee is willing to accept such employment on such terms
and conditions;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Employer
and the Employee hereby agree as follows:
1. Term. Employer hereby agrees to employ Employee, and Employee hereby
agrees to accept employment with Employer for a four-year period commencing
effective as of the date hereof (the "Effective Date") (such period or such
shorter period if this Agreement is terminated as hereinafter provided, being
herein referred to as the "Term," and any year commencing on the Effective Date
or any anniversary of the Effective Date being hereinafter referred to as an
"Employment Year") unless this agreement is terminated as hereinafter provided.
2. Employee Duties.
(a) During the Term, the Employee shall serve as President of the
Company and shall have the duties, responsibilities and authority
customarily associated with the office and position of President of the
Employer, reporting directly to the Board of Directors of the Employer (the
"Board"). It is understood that such duties, responsibilities and authority
shall be reasonably related to the Employee's position. During the Term,
the Employer shall use its best efforts, including, without limitation, by
nominating Employee on the management slate, to have the Employee elected
and continued as a member of the Board.
(b) At all times prior to the termination or expiration of the Term,
except during any periods of vacation, Disability (within the meaning of
Section 6(b)), or other duly authorized leave of absence, the Employee
shall devote substantially all of his business time, attention, knowledge
and skills faithfully, diligently and to the best of his ability, in
furtherance of the business and activities of the Company; provided that,
notwithstanding the above, the Employer acknowledges that the Employee
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shall be permitted to (i) continue to provide services as an officer,
director, consultant or advisor to any person, entity, partnership or
corporation listed on Appendix A hereto to which the Employee provides
services on the Effective Date, (ii) serve as an officer or director of a
cooperative apartment, or civic or charitable organization or committee or
serve as a director of any business corporation with the consent of the
Board, (iii) perform speaking engagements, and (iv) pursue his personal
financial and legal affairs, including without limitation managing his
personal and family investments, so long as such activities do not conflict
or materially interfere with the performance by the Employee of his duties
hereunder. The principal place of performance by the Employee of his duties
hereunder shall be the Company's executive office in Tel Aviv, Israel and
its executive offices in London, England, although the Company may from
time to time reasonably require the Employee to travel outside of these
areas in connection with the business of the Company.
3. Compensation.
(a) During the term of this Agreement, the Employer shall pay the
Employee a salary (the "Salary") at a rate of $255,000 per annum, with a 5%
increase in each succeeding Employment Year, payable in equal installments
bi-weekly, or at such other times as may mutually be agreed upon between
the Employer and the Employee. The Employee's Salary may be increased from
time to time at the discretion of the Board. Any such increase shall not
reduce or limit any other obligation of the Employer hereunder.
(b) For each calendar quarter ending during the term of this
Agreement, if the Company attains 100% of the performance objectives (the
"Bonus Targets") established by the Board and reasonably acceptable to the
Employee for such calendar quarter, the Employee shall receive a quarterly
bonus (the "Bonus") equal to 8.25% of his yearly Salary. Any Bonus payable
under this Section 2(b) shall be paid to the Employee at the same time as
bonuses are paid to other senior executive officers of the Company, but in
no event later than 90 days after the close of the calendar year for which
the Bonus is payable.
(c) The Employee shall be entitled to a car allowance of $1,250 per
month.
(d) In addition to the foregoing, the Employee shall be entitled to
such other cash bonuses and such other compensation in the form of stock,
stock options or other property or rights as may from time to time be
awarded to him by the Board during or in respect of his employment
hereunder.
4. Benefits.
(a) During the term of this Agreement, the Employee and the Employee's
family shall be entitled to participate and receive all benefits under (i)
each welfare benefit plan sponsored or maintained by the Company or any of
its affiliates, as
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applicable, including without limitation, each group life, hospitalization,
medical, dental, health, accident or disability insurance or similar plan
or program of the Company of any of its affiliates, as applicable, and (ii)
each pension, profit sharing, retirement, deferred compensation or savings
plan sponsored or maintained by the Company or any of its affiliates, as
applicable, in each case, whether now existing or established hereafter, to
the extent that the Employee is eligible to participate in any such plan
under the generally applicable provisions thereof, and such other
perquisites of office as the Company or any of its affiliates, as
applicable, may, from time to time, make generally available to its senior
management (collectively, the "Benefits"). Nothing paid to the Employee
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary or any other obligation
payable to the Employee pursuant to this Agreement.
(b) During the term of this Agreement, the Employee will be entitled
to the number of paid holidays, personal days off, vacation days and sick
leave days in each calendar year as are determined by the Company from time
to time (not less than four weeks paid vacation annually). Such vacation
may be taken at the Employee's discretion, and at such time or times as are
not inconsistent with the reasonable business needs of the Company.
5. Travel and Other Business Expenses. All travel and other expenses
incident to the rendering of services reasonably incurred on behalf of the
Company by the Employee during the term of this Agreement shall be paid by the
Employer. If any such expenses are paid in the first instance by the Employee,
the Employer shall reimburse him therefor on presentation of appropriate
receipts for any such expenses in accordance with generally applicable policies
and procedures of the Company.
6. Termination. Notwithstanding the provisions of Section 1 hereof, the
Employee's employment with the Employer may be earlier terminated as follows:
(a) By action taken by the Board, the Employee may be discharged by
the Employer for Cause (as hereinafter defined), effective as of such time
as the Board shall determine but subject to prior written notice and the
expiration of any cure period, if applicable, set forth in Section 6(d) and
Employee may terminate his employment for Good Reason, subject to prior
written notice and the expiration of any cure period set forth in Section
6(e). Upon discharge of the Employee pursuant to this Section 6(a), the
Employer shall have no further obligation or duties to the Employee, except
for payment (within 15 days of the date of termination) to the Employer of
his reimbursable expenses and any accrued and unpaid Salary through the
effective date of termination as well as any vested Benefits which shall be
payable to the Employee in accordance with the plan, policy, practice,
program or agreement under which such Benefits have accrued, and the
Employee shall have no further obligations or duties to the Employer,
except as provided in Section 7.
(b) In the event of (i) the death of the Employee or (ii) the
inability of the Employee, in the Board's reasonable judgment, for a period
exceeding
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one hundred and eighty consecutive days or 180 days in any 12 month period,
by virtue of any illness or physical or mental incapacity or
disability)(from any cause or causes of any kind, nature, or description
whatsoever)(collectively, the "Disability"), to substantially perform the
Employee's duties hereunder, thereafter and for so long as such Disability
continues (during which 180-day period the Employee's Salary, Bonus and any
other Benefits shall not be suspended or diminished), the Company may
terminate this Agreement by delivery of 30 days' written notice thereof to
Employee. Upon any termination of the Employee's employment under this
Section 6(b), the Employer shall have no further obligations or duties to
the Employee except for payment to the executors or administrators of the
Employee's estate, or the Employee, as the case may be, of (i) within 15
days of the date of termination, the Employee's reimbursable expenses and
any accrued but unpaid Salary through the date of termination, (ii) at the
same time that bonuses are otherwise payable to other senior management of
the Company, in accordance with the provisions of Section 2(b), the pro
rated amount equal to the product of the Bonus the Employee would have been
entitled to receive under Section 2(b) for the calendar quarter in which
his employment terminated pursuant to this Section 6(b) had he remained
employed for the entire quarter and assuming that all Bonus Targets for
such quarter had been met, multiplied by a fraction, the numerator of which
is equal to the number of days in the calendar quarter of the Employee's
termination of employment which have elapsed as of the date of such
termination and the denominator of which is 91 and (iii) any vested
Benefits which shall be payable to the Employee's estate, or the Employee,
as the case may be, in accordance with the plan, policy, practice, program
or agreement under which such benefits have accrued; provided that, upon
the date of such termination, all of the Employee's options, if any, shall
immediately vest and become fully exercisable.
(c) In the event that Employee's employment with the Employer is
terminated by the Employer action taken by the Board without Cause which
termination shall be on at least 30 days' prior written notice, or by the
Employee due to termination for Good Reason, but subject to the prior
written notice following the expiration of any cure period, then the
Employer shall have no further obligation or duties to Employee, except for
payment of the amounts described below, and Employee shall have no further
obligations or duties to the Employer, except as provided in Section 7. In
the event of such termination, and provided Employee is not in breach of
his obligations under Section 7 hereof (i) the Employer shall pay to the
Employee, (A) as a lump sum payment without discount, payable immediately
upon such termination, the Employee's reimbursable expenses and any accrued
but unpaid Salary through the date of termination and, in accordance with
the provisions of Section 2(b), the pro-rated amount equal to the product
of the Bonus the Employee would have been entitled to receive under Section
2(b) for the calendar quarter in which his employment terminated pursuant
to this Section had he remained employed for the entire quarter and
assuming that all Bonus Targets for such quarter had been met, multiplied
by a fraction, the numerator of which is equal to the number of days in the
calendar quarter of the Employee's termination of employment which have
elapsed as of the date of such termination and the denominator of which is
91, and (B) in accordance with the Company's normal payroll practices, the
Employee's Salary, Bonus (deemed to be earned), and any vested Benefits
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payable to the Employee, in accordance with the plan, policy, practice,
program or agreement under which such Benefits have accrued, in each case,
in an amount equal to what the Employee would have been entitled to receive
had he remained employed for 24 months following the date of termination of
Employee's employment hereunder, but in no event longer than the fourth
anniversary of the date hereof, (ii) the Employee shall be entitled to
participate in the Benefits of the Company or any of its affiliates, as
applicable, pursuant to Section 4(a) to the same extent he has been
participating on the date of the termination of this Agreement until 24
months following the date of termination of Employee's employment
hereunder, but in no event longer than the fourth anniversary of the date
hereof, to the extent that the Company is able to provide such Benefits,
and (iii) upon the date of such termination, all of the Employee's options,
if any, shall immediately vest and become fully exercisable.
(d) For purposes of this Agreement, the Company shall have "Cause" to
terminate the Employee's employment under this Agreement upon (i) the
failure by the Employee to substantially perform his material duties under
this Agreement, (ii) the engaging by the Employee in criminal misconduct
(including embezzlement and criminal fraud) which is materially injurious
to the Company, monetarily or otherwise, or (iii) the conviction of the
Employee of a felony, or any crime involving fraud, embezzlement or moral
turpitude. The Company shall give written notice to the Employee, which
notice shall specify the grounds for the proposed termination and the
Employee shall be given thirty (30) days to cure if the grounds arise under
clause (i) above.
(e) For purposes of this Agreement, the Employee may terminate his
employment under this Agreement for "Good Reason" upon the occurrence of
one or more of the following events without the Employee's consent: (i)
assignment to the employee by the Board of any duties materially and
adversely inconsistent with the Employee's position as a senior employee of
the Company; (ii) the Board's material reduction of the nature and scope of
the Employee's rights, authority, responsibilities or duties which are
materially and adversely inconsistent with the Employee's prior
responsibility with the Company and position as a senior employee of the
Company; or (iii) the failure of the Company to comply with the material
provisions of this Agreement in any material respect to be taken by
Employee; provided that, with respect to clauses (i) through (iii), no act
or omission by the Company or the Board shall constitute Good Reason
hereunder unless (x) the Employee gives the Company written notice thereof
within thirty (30) days after he first knew of such act or omission, (y)
the Company fails to remedy such act or omission within thirty days after
receiving such notice, and (z) Employee provides written notice to the
Company terminating this Agreement within ten days after the company's
failure to remedy such act or omission during such thirty-day period.
7. Confidentiality; Noncompetition.
(a) The Employer and the Employee acknowledge that the services to be
performed by the Employee under this Agreement are unique and
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extraordinary and, as a result of such employment, the Employee will be in
possession of confidential information relating to the business practices
of the Company. The term "confidential information" shall mean any and all
information (verbal and written) relating to the Company or any of its
affiliates, or any of their respective activities other than such
information which (i) is generally known (other than through unlawful
disclosure) in the industry in which the Company is or may become engaged
or (ii) is in the public domain (such information not being deemed to be in
the public domain merely because it is embraced by more general information
which is in the public domain) other than as the result of breach of the
provisions of this Section 7(a), including, but not limited to, information
relating to: trade secrets, personnel lists, financial information,
research projects, services used, pricing, customers, customer lists and
prospects, product sourcing, marketing and selling and servicing. The
Employee agrees that he will not, during or for a period of two years after
the termination of employment, directly or indirectly, use, communicate,
disclose or disseminate to any person, firm or corporation any confidential
information regarding the clients, customers or business practices of the
Company acquired by the Employee during his employment by Employer, without
the prior written consent of Employer or except as required by the
Employee's duties or applicable law; provided, however, that the Employee
understands that Employee will be prohibited from misappropriating any
trade secret at any time during or after the termination of employment.
(b) (i) The Employee hereby agrees that he shall not, during the
period of his employment, directly or indirectly, within any county (or
adjacent county) in any State within the United States or country outside
the United States in which the Company is actively engaged in business or
actively pursuing engaging in business during the period of the Employee's
employment or on the date of termination of the Employee's employment
including Israel, the United Kingdom, any other country within the European
Union, engage, have an interest in (other than as a holder of not in excess
of 2% of the outstanding voting shares of any publicly traded company) or
render any services to any business (whether as owner, manager, operator,
licensor, licensee, lender, partner, stockholder, joint venturer, employee,
consultant or otherwise) substantially similar to the Business (as
hereinafter defined), provided that nothing in this Section 7(b)(i) shall
be construed to prevent the Employee from (x) continuing to provide
services as a director, consultant or advisor to any person, entity,
partnership or corporation listed on Appendix A hereto to which the
Employee provides services on the Effective Date (an "Approved Entity"), or
(y) pursuing his personal financial and legal affairs, including without
limitation managing his personal and family investments, so long as such
activities, do not conflict or materially interfere with the performance by
the Employee of his duties hereunder.
(ii) The Employee hereby agrees that he shall not, (A) in the case of
the termination of his employment hereunder by the Employer for Cause or by
the Employee without Good Reason, for the longer of 18 months following the
date of the termination of his employment hereunder and 36 months following
the closing under the Stock Purchase Agreement, and (B) in the case of the
termination of his employment hereunder by the Employer without Cause or by
the Employee for Good Reason, for the
7
longer of 24 months following the date of the termination of the Employee's
employment hereunder (so long as all payments required pursuant to Section
6(c) are timely made) and 36 months following the closing under the Stock
Purchase Agreement, directly or indirectly, within any county (or adjacent
county) in any State within the United States or country outside the United
States in which the Company is actively engaged in business on the date of
termination of the Employee's employment, engage, have an interest in
(other than as a holder of not in excess of 2% of the outstanding voting
shares of any publicly traded company) or render any services to any
business (whether as owner, manager, operator, licensor, licensee, lender,
partner, stockholder, joint venturer, employee, consultant or otherwise)
substantially similar to the Business; provided that nothing in this
Section 7(b)(ii) shall be construed to prevent the Employee from (x)
rendering any services (whether as owner, manager, operator, licensor,
licensee, lender, partner, (stockholder, joint venturer, investor,
employee, officer, director, consultant, advisor or otherwise) to any
Approved Entity, or (y) pursuing his personal financial and legal affairs,
including without limitation managing his personal and family investments,
so long as such activities do not conflict or materially interfere with the
performance by the Employee of his duties hereunder.
(iii) For purposes of this Section 7(b), "Business" shall mean, the
business conducted by, or actively being contemplated at any time during
the Term by, each of Toga Holdings B.V. ("Toga"), Pixel Broadband Studios
Ltd. ("Pixel"), Pixel Technologies Ltd., A.V.P. Audio Visual Products Ltd.,
the Company and all existing and future direct and indirect subsidiaries of
the Company, including, without limitation, the business of developing,
producing and publishing multimedia interactive entertainment products and
developing on-demand mutiplayer online technology that can be used over all
forms of digital networks and acting as a digital mediator and providing
interactive entertainment programming over digital and other networks.
(iv) The provisions of this Section 7(b) shall cease to apply to the
Employee at any time during which the Employee's employment hereunder has
been terminated without Cause or for Good Reason, unless the Employee
continues to receive the payment of all the amounts he is entitled to under
Section 6(c), in which case the Employee shall be bound by the provisions
of this Section 7(b); provided, however, if Employee is terminated as
aforesaid in this subparagraph (iv) at or after the expiration of
thirty-six (36) months of the Term, then, notwithstanding anything herein
to the contrary, Employee shall be subject to the provisions of this
noncompetition covenant for a period of twelve (12) months from the date of
termination, if (but only if) the Employer continues to make the payments
contemplated by 6(c) to the date that this Agreement would have expired if
not earlier terminated.
(c) The Employee hereby agrees that he shall not, during the period of
his employment and for the longer of (A) in the case of the termination of
his employment hereunder by the Employer for Cause or by the Employee
without Good Reason, for the longer of 18 months following the date of the
termination of his employment hereunder and 36 months following the closing
under the Stock Purchase Agreement, and (B) in the case of the termination
of his employment hereunder by the
8
Employer without Cause or by the Employee for Good Reason, for the longer
of 24 months following the date of the termination of the Employee's
employment hereunder (so long as all payments required pursuant to Section
6(c) are timely made) and 36 months following the closing under the Stock
Purchase Agreement, without the Employer's prior written consent, directly
or indirectly, take any action which constitutes an interference with or a
disruption of any of the Company's business activities including, without
limitation, the solicitations of the Company's customers, or persons listed
on the personnel lists of the Company; provided, however, that nothing
herein will prevent any affiliate of the Employee from hiring any employee
of the Company or any of its affiliates, (i) who, without solicitation,
encouragement or inducement by the Employee, independently applies for
employment with such affiliate or (ii) pursuant to a general solicitation
by such affiliate, provided that the Employee has no knowledge thereof. At
no time during the term of this Agreement, or thereafter shall the Employee
directly or indirectly, disparage the commercial, business or financial
reputation of the Company.
(d) For purposes of clarification, but not of limitation, the Employee
hereby acknowledges and agrees that the provisions of subparagraphs 7(b)
and (c) above shall serve as a prohibition against him, during the period
referred to therein, directly or indirectly, hiring, offering to hire,
enticing, soliciting or in any other manner persuading or attempting to
persuade any officer, significant employee, agent, lessor, lessee,
licensor, licensee, supplier or customer who has been previously contacted
by either a representative of the Company, including the Employee, to
discontinue or alter his, her or its relationship with the Company unless
such person shall have ceased to be employed by the Company for a period of
at least 12 months.
(e) Upon the termination of the Employee's employment for any reason
whatsoever, all documents, records, notebooks, equipment, price lists,
specifications, programs, customer and prospective customer lists and other
materials which refer or relate to any aspect of the business of the
Company which are in the possession of the Employee including all copies
thereof, shall be promptly returned to the Company.
(f) (i) The Employee agrees that all processes, technologies and
inventions, including new contributions, improvements, ideas and
discoveries, whether patentable or not, conceived, developed, invented or
made by him during his employment by Employer (collectively, "Inventions")
shall belong to the Company, provided that such Inventions grew out of and
are related to the Employee's work with the Company and are conceived or
made on the Company's time or with the use of the Company's facilities or
materials. The Employee shall at the sole cost and expense control of the
Company further: (a) promptly disclose such Inventions to the Company; (b)
assign to the Company, without additional compensation, all patent and
other rights to such Inventions for the United States and foreign
countries; (c) sign all papers necessary to carry out the foregoing; and
(d) give testimony in support of his inventorship;
(ii) If any Invention is described in a patent application or
9
is disclosed to third parties, directly or indirectly, by the Employee
within one year after the termination of his employment by the Company, it
is to be presumed that the Invention was conceived or made during the
period of the Employee's employment by the Company; and
(iii) The Employee agrees that he will not assert any rights to any
Invention as having been made or acquired by him prior to the date of this
Agreement, except for Inventions, if any, disclosed to the Company in
writing prior to the date hereof.
(g) The Company shall be the sole owner of all products and proceeds
of the Employee's services hereunder, including, but not limited to all
Inventions, free and clear of any claims by the Employee (or anyone
claiming under the Employee) of any kind or character whatsoever (other
than the Employee's right to receive payments hereunder). The Employee
shall, at the request of the Company and at the Company's sole cost and
expense, execute such assignments, certificates or other instruments as the
Company may from time to time deem necessary or desirable to evidence,
establish, maintain, perfect, protect, enforce or defend its right, or
title and interest in or to any such properties.
(h) The parties hereto hereby acknowledge and agree that (i) the
Company may be irreparably injured in the event of a breach by the Employee
of any of his obligations under this Section 7, (ii) monetary damages may
not be an adequate remedy for any such breach, and (iii) the Company shall
be entitled to seek injunctive relief, in addition to any other remedy
which it may have, in the event of any such breach.
(i) Each of the rights and remedies enumerated in Section 7(g) and
7(h) shall be independent of the other, and shall be severally enforceable,
and all of such 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.
(j) If any provision contained in this Section 7 is hereafter
construed by any court of competent jurisdiction to be invalid or
unenforceable and such determination becomes final and nonappealable, the
same shall not affect the remainder of the covenant or covenants, which
shall be given full effect to the fullest extent permitted by law, without
regard to the invalid portions.
(k) Without limiting the foregoing clause (j), if any provision
contained in this Section 7 is found to be unenforceable by reason of the
extent, duration or scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration, scope
or other provision and in its reduced form any such restriction shall
thereafter be enforceable as contemplated hereby.
(l) Employee acknowledges that this Agreement is being entered into,
as part of the transactions contemplated by that certain stock purchase
agreement (the "Stock Purchase Agreement") among Broadband Europe, Toga,
Pixel Broadband Studios, Ltd., the Company and Take-Two, of even date
herewith and that the covenants
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contained in this Section 7 have been agreed to as part of the
consideration for the Company and Take-Two entering into the Stock Purchase
Agreement.
(m) It is the intent of the parties hereto that the covenants
contained in this Section 7 shall be enforced to the fullest extent
permissible under the laws and public policies of each jurisdiction in
which enforcement is sought (the Employee hereby acknowledging that said
restrictions are reasonably necessary for the protection of the Company).
Accordingly, it is hereby agreed that if any of the provisions of this
Section 7 shall be adjudicated to be invalid or unenforceable for any
reason whatsoever, said provision shall be (only with respect to the
operation thereof in the particular jurisdiction in which such adjudication
is made) construed by limiting and reducing it so as to be enforceable to
the extent permissible, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.
8. General. This Agreement is further governed by the following provisions:
(a) Notices. All notices relating to this Agreement shall be in
writing and shall be either personally delivered, sent by telecopy (receipt
confirmed) or mailed by certified mail, return receipt requested, to be
delivered at such address as is indicated below, or at such other address
or to the attention of such other person as the recipient has specified by
prior written notice to the sending party. Notice shall be effective when
so personally delivered, one business day after being sent by telecopy or
five days after being mailed.
To the Employer:
BBS Acquisition Corp.
575 Broadway, 3rd Floor
New York, NY 10012
To the Employee:
Ramy Weitz
24 Karem Haseitim
Savion, _____
Israel
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With, in either case, a copy in the same manner to:
Levin & Srinivasan LLP
1776 Broadway
New York, New York 10019
Attention: Notices (103/006)
(b) Parties in Interest. Employee may not delegate his duties or
assign his rights hereunder. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
(c) Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with
respect to the employment of the Employee by the Employer and contains all
of the covenants and agreements between the parties with respect to such
employment in any manner whatsoever. Any modification or termination of
this Agreement will be effective only if it is in writing signed by the
party to be charged.
(d) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. Employee agrees to
and hereby does submit to jurisdiction before any state or federal court of
record in New York County or in the state and county in which such
violation may occur, at Employer's election.
(e) Warranty. Employee hereby warrants and represents that the
execution of this Agreement and the discharge of Employee's obligations
hereunder will not breach or conflict with any other contract, agreement,
or understanding between Employee and any other party or parties.
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(f) Indemnification. The Employer, and each indemnifying entity of the
Employer, joint and severally, agrees to indemnify the Employee and hold
harmless the Employee to the fullest extent permitted by law from and
against, and to pay or reimburse, any and all costs, expenses, damages and
claims and personal liability (including judgments, fines, amounts paid in
settlement and out-of-pocket expenses, including reasonable attorneys'
fees) that may be incurred by the Employee by reason of or relating to his
having been an employee, officer or director of the Company or any
affiliates thereof, whether or not he continues to be such an employee,
officer or director at the time of incurring such cost, expense, damages,
claim or personal liability. The Employer shall use its reasonable best
efforts at all times during the employment period to maintain, to the
extent available on commercially reasonable terms, directors' and officers'
liability insurance adequate to support the Employer's obligation to
indemnify the Employee. The Employee shall reasonably cooperate during the
employment period with the Company in maintaining the Company's "key man"
life insurance. The foregoing indemnification obligation is independent of
any similar obligation provided in the Employer's Certificate of
Incorporation or Bylaws, and shall apply with respect to any matters
attributable to periods prior to the Effective Date, and to matters
attributable to his employment hereunder, without regard to when asserted.
(g) Severability. In the event that any term or condition in this
Agreement shall for any reason be held by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or condition
of this Agreement, but this Agreement shall be construed as if such invalid
or illegal or unenforceable term or condition had never been contained
herein.
(h) Execution in Counterparts. This Agreement may be executed by the
parties in one or more counterparts, each of which shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the
other parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
BBS ACQUISITION CORP.
By:
----------------------------------
Name:
Title:
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Ramy Weitz
APPENDIX A
APPROVED ENTITIES
Packet Science Ltd.
Linkids, Inc. (Come2Gether Inc.)
Simigon Ltd.
World Imaging, Inc.
Cellular Magic Ltd./Inc.
ING Inc.
Ramy Weitz LLC
Pixel Ltd.