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EMPLOYMENT AGREEMENT
By and Between
PROJECTAVISION, INC.
and
MARVIN MASLOW
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As of March 1, 1997
TABLE OF CONTENTS
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1. Employment...............................................................................................1
2. Duties and Responsibilities of Employee..................................................................1
3. Non-Exclusivity of Service...............................................................................2
4. Compensation; Bonuses....................................................................................2
5. Benefits.................................................................................................3
(a) Disability and Health Insurance.................................................................3
(b) Vacation........................................................................................3
(c) Participation in Retirement and Employee Benefit Plans;
Designation in Management Bonus Plan............................................................3
(d) Expenses........................................................................................4
(e) Life Insurance..................................................................................4
(f) Additional Perquisites..........................................................................4
6. Term of Employment; Notice of Non-Renewal................................................................4
7. Confidentiality..........................................................................................5
8. Termination..............................................................................................5
(a) Cause...........................................................................................5
(b) Incapacity or Disability........................................................................6
(c) Death...........................................................................................6
(d) Termination Without Cause; Good Reason..........................................................7
(e) Additional Amount...............................................................................8
9. Non-Competition Covenants................................................................................8
10. Violation of Other Agreements............................................................................9
11. Prior Employment Agreement...............................................................................9
12. Notices..................................................................................................9
13. Waivers.................................................................................................10
14. Preservation of Intent..................................................................................10
15. Indemnification.........................................................................................10
16. Entire Agreement........................................................................................10
17. Inurement; Assignment...................................................................................11
18. Amendment...............................................................................................11
19. Headings................................................................................................11
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TABLE OF CONTENTS
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20. Counterparts............................................................................................11
21. Governing Law; Consent to Venue and Jurisdiction........................................................11
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EMPLOYMENT AGREEMENT
AGREEMENT (this "Agreement") dated as of March 1, 1997, by and between
PROJECTAVISION, INC., a Delaware corporation having offices at Two Penn Plaza,
Suite 640, New York, NY 10121 (the "Company") and MARVIN MASLOW, an individual
residing at 400 E. 70th Street, New York, NY 10021 and 233 Camino De La Sierra,
Santa Fe, NM 87501 ("Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Employee is one of the co-founders of the Company;
and
WHEREAS, Employee has been employed by the Company as its Chief
Executive Officer since July 12, 1990 pursuant to an employment agreement (the
"Prior Employment Agreement");
WHEREAS, since inception of the Company, Employee has also served as
the Chairman of the Company's Board of Directors (the "Board"); and
WHEREAS, the Company desires to continue Employee's employment and has
amended its By-Laws so as to provide that the position of Chairman of the Board
is an executive employee of the Company; and
WHEREAS, Employee desires to provide his services as Chairman of the
Board in connection with the Company's business and both parties desire to
clarify and specify the rights and obligations that each have with respect to
the other in connection with such employment; and
WHEREAS, in connection with Employee entering into this Employment
Agreement as the Company's Chairman of the Board, Employee will no longer be the
Company's Chief Executive Officer and the Prior Employment Agreement shall be
terminated.
NOW, THEREFORE, in consideration of the agreements and covenants herein
set forth, the parties hereto hereby agree as follows:
1. Employment. The Company hereby employs Employee as its Chairman of
the Board and Employee hereby accepts such employment and agrees to render his
services as an employee of the Company for the term of this Agreement (as
specified in Section 6 hereof), all subject to and on the terms and conditions
herein set forth.
2. Duties and Responsibilities of Employee. Employee shall be employed
in the business of the Company and his duties and responsibilities shall be
consistent with the duties
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performed and responsibilities undertaken by Employee pursuant to the Prior
Employment Agreement and shall be commensurate with those duties and
responsibilities of a Chairman of the Board of a company engaged in the business
engaged in by the Company. As such, Employee shall have primary responsibility
for the following strategic and financing activities: mergers and acquisitions,
capital raising activities, exploring and sourcing new and related technologies,
enhancing stockholder value through continued and growing participation by
United States and international institutional investors, and sourcing of
executive personnel. Employee's duties and responsibilities shall be subject
only to the direction and authority of the Board of Directors of the Company. In
the event that the Company shall hereafter form a subsidiary, unless Employee
expressly consents to the contrary, Employee shall hold the office of Chairman
of the Board of any subsidiary that is wholly owned by the Company; and in all
other cases (i.e., a non-wholly owned subsidiary) the Company shall vote all of
its interests in such subsidiary in favor of electing Employee as Chairman of
the Board of such subsidiary. Notwithstanding the foregoing, it is expressly
agreed that until a permanent chief executive officer is identified and hired by
the Company's subsidiary, Tamarack Storage Devices, Inc. ("Tamarack"), the
Company shall vote all of its interests in Tamarack in favor of Employee serving
as the acting chief executive officer of Tamarack. Employee shall maintain a
residence in the New York metropolitan area (which, for purposes of this
Agreement, shall be defined as an area within a 50 mile radius of the Company's
present executive offices) and shall be available to travel, which the Company
acknowledges may be extensive, as the reasonable needs of the business of the
Company require; provided, however, that Employee's residing in Santa Fe, New
Mexico, or otherwise outside of the aforesaid 50 mile radius shall not
constitute a breach of the provisions of this Section 2.
3. Non-Exclusivity of Service. Employee agrees to devote a substantial
portion of his business time, effort and attention to the business and affairs
of the Company on a non-exclusive basis. As a consequence, subject to the
provisions of Section 7 and 9 below, Employee shall not be precluded from
engaging in other business activities (including but not limited to capital
raising activities) either as an employee or an independent contractor or from
serving on the board of directors of other entities, whether it be a subsidiary
of the Company or otherwise, and receiving additional compensation therefor;
provided that any such other activities do not in any material way substantially
detract from Employee's performance of his duties hereunder.
4. Compensation; Bonuses. (a) In consideration for his services to be
performed under this Agreement, and as compensation therefor, Employee shall
receive, in addition to all other benefits provided in this Agreement, a base
salary (the
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"Base Salary"), payable in such manner as other employees of the Company are
paid, at a rate of One Hundred and Fifty Thousand Dollars ($150,000) per annum.
(b) Employee shall be entitled to a bonus from time to time as may be
determined in the sole discretion of the Board of Directors.
(c) Employee shall receive a non-accountable expense allowance of
$2,000 per month during the Term which shall be in addition to, and not in lieu
of, the expenses referred to in Section 5(d) below.
(d) Commencing as of January 1, 1998, and for each succeeding year of
the Term, the Base Salary shall be reviewed by the Board of Directors of the
Company, at which time the Base Salary hereunder (and any other benefits) may be
increased (but not decreased) by the Board of Directors in its sole discretion.
5. Benefits.
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(a) Disability and Health Insurance. Subject to the provisions of
Section 8(b) below, the Company shall provide a long-term disability insurance
policy for Employee. In addition, the Company shall also provide group health,
hospitalization, so-called "elder care," major medical insurance and such other
similar benefits for Employee as the Company has adopted or may hereafter adopt
for the benefit of its executives, officers and employees.
(b) Vacation. During the Term, Employee shall be entitled to six (6)
weeks of vacation annually.
(c) Participation in Retirement and Employee Benefit Plans; Designation
in Management Bonus Plan. Employee shall participate in any plan of the Company
relating to vacation, sick leave, stock options, stock purchases, stock grants,
pension, thrift, profit sharing, group life insurance, medical coverage,
education or other retirement or employee benefits that the Company has adopted
or may hereafter adopt for the benefit of its executives, officers and/or
employees. Further, in the event that the Company establishes a management bonus
plan, or any similar benefit or bonus program for executive employees that
creates a class distinction among executive employees (and other employees, if
applicable) the Company agrees that Employee shall always be designated as a
member of the class entitled to the greatest benefits. Similarly, during the
Term, Employee shall be entitled to receive any and all equity based
compensation, with respect to the Company and its subsidiaries (whether now
existing or hereafter created), the terms and conditions of which shall be
subject to the sole discretion of the Company's Board of Directors.
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(d) Expenses. In addition to the provisions of Section 4(c) above,
during the Term, the Company, consistent with past practices with respect to
Employee, shall reimburse Employee for all reasonable out-of-pocket expenses
incurred by Employee in connection with the business of the Company and in
performance of his duties under this Agreement. Reasonable out-of-pocket
expenses shall include, without limitation, expenses incurred for travel,
hotels, meals, telephone (including cellular telephone), facsimile, computer and
other like expenses. Such expenses shall be promptly reimbursed upon Employee's
presentation to the Company of an itemized accounting of such expenses with
reasonable supporting data.
(e) Life Insurance. The Company shall maintain two (2) life insurance
policies with respect to Employee. Subject to the provisions of Section 8(c)
below, the Company shall maintain, at the Company's expense, a life insurance
policy naming Employee's spouse, or any alternative beneficiary (or an insurance
trust for the benefit of Employee's spouse or alternative beneficiary), the sole
beneficiary of an insurance policy paying $1,000,000 upon the death of the
Employee (the "Employee's Life Insurance"). In addition, the Company shall
maintain, at the Company's expense, a so-called "key-man" life insurance policy
naming the Company as the sole beneficiary of an insurance policy paying
$1,000,000 upon the death of Employee. Employee shall cooperate with the Company
and submit such information and submit to such physical examinations as may be
reasonably required in order for the Company to obtain at the Company's cost and
expense each of the foregoing life insurance policies, as well as the long-term
disability insurance policy referred to in Section 5(a) above.
(f) Additional Perquisites. Employee's use of a club for the Company's
business in connection with the office of Chairman of the Board, Employee shall
be entitled to an allowance of $500.00 per month in respect of a country club or
other business club dues and charges, and an automobile allowance of up to
$650.00 per month for the purchase or lease of an automobile during the term.
6. Term of Employment; Notice of Non-Renewal. The term of employment
shall be from the date hereof for a period of six (6) years (the "Term"), unless
terminated prior thereto in accordance with Section 8 hereof. Unless Employee
and the Company renew or extend this Agreement in writing prior to the end of
the Term, upon terms and conditions satisfactory to each of them, the Term of
this Agreement shall automatically be extended for two (2) additional years upon
the same terms and conditions set forth herein. The Company shall provide
Employee with written notice of the Company's intention not to renew or extend
this Agreement upon terms at least as favorable as those contained herein at
least twelve (12) months prior to the end of the Term (the "Non-Renewal Notice")
which written notice shall also provide that at
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the end of the Term, the Company shall pay Employee a lump sum equal to
Employee's Base Salary for the last twelve (12) months of the Term. In the event
that the Company shall fail to render the Non-Renewal Notice at least twelve
(12) months prior to the end of the Term, , the Term of this Agreement shall
continue and accordingly, Employee shall be entitled to the continuation of Base
Salary, bonus (at a rate no less than that paid in respect of the previous
year), and all benefits under Section 5 of this Agreement and otherwise
(including expense allowances and reimbursement) until such time as the
Non-Renewal Notice is given and thereafter, for a period of twelve (12) months
from the date that the Company actually renders, and Employee actually receives,
the Non-Renewal Notice.
7. Confidentiality. (a) Employee agrees and covenants that, at any time
during his employment with the Company or thereafter, he will not (without first
obtaining the written permission of the Company) divulge to any person or
entity, nor, except as necessary in accordance with his duties hereunder, use
(either himself or in connection with any business) any Confidential Information
(as hereinafter defined) obtained during the course of his employment unless
such disclosure is expressly authorized by the Company in writing, is pursuant
to a court order or other judicial process, required to be disclosed in
connection with a litigation involving the Company, or any subsidiary or
affiliate thereof, or in any reports or applications required by law to be filed
with any governmental agency.
(b) The term "Confidential Information" shall mean information
disclosed to Employee or known, learned, created or observed by him as a
consequence of or through his employment by the Company, or any subsidiary
thereof, not generally known in the public domain, about the business
activities, services and processes, including but not limited to information
concerning methods of doing business, marketing, advertising, promotion,
publicity, research, finances, accounting, trade secrets, business plans,
customer lists and records and potential customers of the Company and its
subsidiaries. Confidential Information shall also include information regarding
third parties received under confidentiality agreements by the Company or its
subsidiaries. All improvements, new products or new services derived from such
Confidential Information shall be the sole property of the Company. Confidential
Information shall not include any information that becomes generally available
to the public otherwise than through disclosure by Employer.
8. Termination.
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(a) Cause. Notwithstanding the terms of this Agreement, the Company, by
action of a two-thirds (2/3) vote of the Board of Directors, may by written
notice to Employee, discharge Employee
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and terminate this Agreement for cause ("Cause") in the event that (i) Employee
shall continually fail substantially to perform his material duties hereunder
with reasonable diligence other than by reason of incapacity or disability, (ii)
Employee shall engage in an act of fraud, theft or embezzlement in connection
with his employment hereunder, (iii) Employee engages in material gross
misconduct that has a material adverse effect on the Company, (iv) Employee
engages in a material act of dishonesty, or (iv) Employee shall be convicted of
a felony involving a high degree moral turpitude, whether or not related to the
performance of his duties hereunder. Notwithstanding the foregoing to the
contrary, prior to discharging Employee pursuant to clauses (i) or (iii) of the
immediately preceding sentence, the Company shall give Employee thirty (30)
days' prior written notice of any breach or failure and an opportunity to cure
any such breach or failure. Employee shall not, under any circumstances, be
deemed to have been terminated for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative vote of
not less than two-thirds (2/3) of the Board of Directors (with Employee not
being permitted to vote on this matter) at a meeting of the Board of Directors
held for that purpose (after thirty (30) days notice to Employee and an
opportunity for Employee, together with counsel, to be heard before the Board)
finding that in the reasonable, good faith opinion of the Board, Employee was
guilty of conduct constituting Cause and specifying the particulars thereof in
detail. If there is any dispute as to whether Employee's employment has been
terminated with or without Cause, Employee shall continue to receive all Base
Salary, bonus (at a rate no less than that paid in respect of the previous
year), and benefits hereunder as if there was no termination, unless and until
it is finally determined that such termination was for Cause, at which time all
Base Salary, bonus and benefits hereunder shall thereupon cease.
(b) Incapacity or Disability. Should Employee become incapacitated or
disabled to the extent that, in the reasonable, good faith opinion of the Board
of Directors, Employee is unable to and does not substantially perform his
duties for a period of six (6) consecutive months, the Company may terminate
this Agreement upon three (3) months' prior notice, provided that Employee does
not return to his employment substantially in his full capacity during such
three (3) month period. Only in the event the Company does not maintain the
disability insurance referred to in Section 5(a) above, and this Agreement is
terminated as a result of Employee's incapacity or disability, Employee shall be
entitled to receive his Base Salary and all benefits for a period of twenty-four
(24) months following termination of his employment.
(c) Death. This Agreement shall terminate immediately upon the death
of Employee. In the event that Employee's Life Insurance is not in full force
and effect upon Employee's death,
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Employee's spouse, or any alternative beneficiary, shall be entitled to receive
promptly a payment equal to twelve (12) months' Base Salary. Further, if
Employee's Life Insurance is in full force and effect upon Employee's death but
payment thereunder is not made immediately to the beneficiary of such policy,
the Company shall advance to Employee's spouse, or any alternative beneficiary,
commencing seven (7) days after the date of Employee' death, 1/12th of
Employee's Base Salary, and shall continue to advance 1/12th of Employee's base
Salary every thirty (30) days thereafter for up to twelve payments
(collectively, the "Interim Death Payments") until such time as the proceeds
payable pursuant to Employee's Life Insurance Policy are paid to Employee's
spouse or alternative beneficiary; it being understood any agreed that any
Interim Death Payments advanced by the Company may, at the Company's discretion,
be retained by the Company from the proceeds of the Employee Life Insurance.
(d) Termination Without Cause; Good Reason. If Employee is discharged
and this Agreement is terminated without Cause (Cause being defined as a reason
for termination as set forth in Section 8(a) above) or by reason other than as
set forth in Sections 8(b) or 8(c) hereof, or if Employee resigns for Good
Reason (as hereinafter defined) Employee shall receive upon any such termination
of, or resignation by, Employee: (A) a lump sum payment equal to the product of
2.9 multiplied by the greater of (i) the Base Salary set forth in Section 4 for
the remainder of the Term as such sums become due or would become due, or (ii)
twelve (12) months (such period, to the extent it exceeds the Term, being
hereinafter sometimes referred to as the "Extended Period"); (B) a bonus based
on the greater of the bonus paid in the last full calendar year or 25% of the
then current Base Salary whether or not there was a bonus in the prior calendar
year; (C) all benefits under Section 5 hereof for the remaining Term or Extended
Period, as applicable, and (D) any additional amount that may be due pursuant to
Section 8(e) below. In addition, any and all options, warrants or other
contractual rights to acquire equity securities of the Company shall
automatically vest and become exercisable. For purposes of this Agreement, "Good
Reason" shall mean (i) a relocation of Employee, without his prior written
consent, outside of the New York metropolitan area or a requirement that
Employee be physically located within the New York metropolitan area on a full
time basis, or (ii) a failure to maintain Employee as the Chairman of the Board
of the Company or any subsidiary, or (iii) the failure to be nominated by
management of the Company for election to the Board, or (iv) a material
diminution by the Company of Employee's responsibilities, which change would
cause Employee's position with the Company or any subsidiary to become one of
significantly less responsibility, importance or scope from that contemplated by
Section 2 hereof, or (v) a wilful failure in bad faith to pay the Base Salary or
bonus to Employee when due or another material breach of this Agreement by the
Company that has a material
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adverse effect on Employee, or (vi) a Change of Control of the Company (as
defined below). All amounts due Employee under this Section 8 shall be paid to
Employee without offset for any amounts earned by Employee in any other
employment or from any other source. For purposes of this Agreement, a "Change
of Control" of the Company shall have occurred at such times as (a) beneficial
ownership of more than fifty percent (50%) of the voting securities of the
Company is transferred to a single entity or combined voting bloc or "group" as
contemplated by, or required to comply with the provisions of, Rule
13d-1(b)1(ii)(H) promulgated under the Securities Exchange Act of 1934, as
amended (or any successor rule thereto), or (b) a merger, consolidation or sale
of all or substantially all the assets of the Company occurs. In the event that
the Company breaches this Agreement other than for a reason giving Employee the
right to resign for Good Reason, including, but not limited to any claim by
Employee that he has allegedly been constructively discharged, Employee and the
Company shall be entitled to their respective rights at law.
(e) Additional Amount. If in the opinion of tax counsel selected by
Employee and reasonably acceptable to the Company, Employee has or will receive
any compensation or recognize any income (whether or not pursuant to this
Agreement or any plan or other arrangement of the Company) which constitute an
"excess parachute payment" within the meaning of Section 280G(b)(1) of the
Internal Revenue Code of 1986, as amended (the "Code") (or for which a tax is
otherwise payable under Section 4999 of the Code), then the Company shall pay
Employee an additional amount (the "Additional Amount") equal to the sum of (i)
all taxes payable by Employee under Section 4999 of the Code with respect to all
such excess parachute payments (or otherwise) and the Additional Amount, plus
(ii) all federal, state and local income taxes payable by Employee with respect
to the Additional Amount. The amounts payable pursuant to this Section 8(e)
shall be paid by the Company to Employee within 30 days of the written request
therefor made by Employee.
9. Non-Competition Covenants. Employee agrees that commencing as of the
date hereof and for a period of two (2) years following the termination of his
employment with the Company, Employee will not, directly or indirectly: (a)
engage in or become interested (whether as owner, principal, agent, stockholder,
member, partner, trustee, venturer, lender or other investor, director, officer,
employee, consultant or through the agency of any corporation, partnership,
limited liability company, association or agent or otherwise) in any business or
enterprise that shall then be in whole or in substantial part competitive with
the business conducted by the Company (or any other subsidiary thereof);
provided, however, ownership of less than five percent (5%) of the outstanding
securities of any class of any entity listed on a national securities exchange
or traded
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in the over-the-counter market shall not be considered a breach of this Section
9 if Employee (i) is not a controlling person of or member of a group which
controls such persons and (ii) does not directly or indirectly, own five percent
(5%) or more of any class of securities of such person; or (b) solicit the
employment of any person except Employee's personal secretary who is then an
employee of the Company (or any other subsidiary).
10. Violation of Other Agreements. Employee represents and warrants to
the Company that he is legally able to enter into this Agreement and accept
employment with the Company and that Employee is not prohibited by the terms of
any agreement, from entering into this Agreement; and the terms hereof will not
and do not violate or contravene the terms of any agreement to which Employee is
or may be a party, or by which Employee may be bound.
11. Prior Employment Agreement. Employee acknowledges that this
Agreement supersedes in all respects the Prior Agreement and that except for
sums that have accrued to Employee pursuant to the Prior Employment Agreement
through the date immediately preceding the date hereof, no sums are or will be
due Employee pursuant to the Prior Employment Agreement following the date
hereof. Employee and the Company expressly agree that, except as otherwise set
forth in this Section 11, upon the execution hereof, the Prior Employment
Agreement shall automatically be null and void and of no further force or
effect.
12. Notices. Any and all notices, demands or requests required or
permitted to be given under this Agreement shall be given in writing and sent,
by registered or certified U.S. mail, return receipt requested, by hand, or by
overnight courier, addressed to the parties hereto at their addresses set forth
above or such other addresses as they may from time-to-time designate by written
notice, given in accordance with the terms of this Section, together with copies
thereof as follows:
In the case of the Company, with copy to:
Zukerman Gore & Brandeis, LLP
900 Third Avenue
New York, New York 10022-4728
Attention: Clifford A. Brandeis, Esq.
Notice is given as provided in this Section shall be deemed effective: (i) on
the date hand delivered, (ii) on the first business day following the sending
thereof by overnight courier, and (iii) on the seventh calendar day (or, if it
is not a business day, then the next succeeding business day thereafter) after
the depositing thereof into the exclusive custody of the U.S. Postal Service.
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13. Waivers. No waiver by any party of any default with respect to any
provision, condition or requirement hereof shall be deemed to be a waiver of any
other provision, condition or requirement hereof; nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter.
14. Preservation of Intent. Should any provision of this Agreement be
determined by a court having jurisdiction to be illegal or in conflict with any
laws of any state or jurisdiction or otherwise unenforceable, the Company and
Employee agree that such provision shall be modified to the extent legally
possible so that the intent of this Agreement may be legally carried out and the
provisions hereof may be enforced to the maximum extent possible.
15. Indemnification. Subject to the succeeding sentence, the Company
shall indemnify, defend and hold harmless Employee from and against all losses,
claims (whether actual or threatened), damages, liabilities, judgments, fines,
penalties, assessments and costs and expenses incurred (including, without
limitation, reasonable attorneys' fees and disbursements, including legal fees
and disbursements incurred to enforce this Agreement) arising prior to, on or
after the date hereof from the performance by Employee of his services pursuant
to this Agreement or Employee's prior service to the Company. Notwithstanding
the foregoing, Employee shall not be entitled to indemnification pursuant to
this Section 15 if a Court of competent jurisdiction or an administrative body
or agency determines that, in connection with any matter giving rise to
indemnification, Employee acted in bad faith or dishonestly, or committed an act
for illegal personal gain, except as directed by the Board of Directors or a
superior officer (if any) had reasonable cause to believe he violated any
material law, committed an act of wanton or willful misconduct or gross
negligence or that Employee acted in a manner beyond the authorized scope of his
duties to be performed pursuant to this Agreement. The foregoing indemnification
shall be in addition to, and not in lieu of, the terms and provisions of that
certain indemnification agreement heretofore entered into by and between the
Company and Employee, which is hereby ratified and confirmed in all respects.
16. Entire Agreement. This Agreement sets forth the entire and only
agreement or understanding between the parties relating to the subject matter
hereof and supersedes and cancels all previous agreements, (including, without
limitation, the Prior Agreement) negotiations, letters of intent, commitments
and representations in respect thereof between them, and no party shall be bound
by any conditions, definitions, warranties or representations with respect to
the subject matter of this Agreement except as provided in this Agreement.
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17. Inurement; Assignment. In the event of a sale of the Company, or a
division, subsidiary or affiliate thereof, whether by way of stock sale, sale of
assets, merger or other business combination, as applicable, the rights and
obligations of the Company under this Agreement shall, with Employee's prior
written consent, inure to the benefit of and shall be binding upon any successor
of the Company or to the business of the Company, subject to the provisions
hereof. The Company may, with Employee's written consent, assign this Agreement
to any person, firm or corporation controlling, controlled by, or under common
control with the Company provided that, in the event of any such assignment, the
services to be rendered by Employee to such assignee shall be of the same nature
and professional status provided for in this Agreement. The Company's
obligations hereunder shall be unaffected by any assignment. Neither this
Agreement nor any rights or obligations of Employee hereunder shall be
transferable or assignable by Employee.
18. Amendment. This Agreement may not be amended in any respect except
by an instrument in writing signed by the parties hereto.
19. Headings. The headings in this Agreement are solely for convenience
of reference and shall be given no effect in the construction or interpretation
of this Agreement.
20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
21. Governing Law; Consent to Venue and Jurisdiction. This Agreement
shall be governed by, construed and enforced in accordance with the internal
laws of the State of New York, without giving reference to principles of
conflict of laws. In the event of a dispute, each of the parties hereto
irrevocably consent to the exclusive venue and jurisdiction of the federal and
state courts located within the State of New York, County of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
/s/ Marvin Maslow
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MARVIN MASLOW
PROJECTAVISION, INC.
By: /s/ Jules Zimmerman
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Jules Zimmerman, Secretary
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