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EXHIBIT 10(z)
SEVERANCE AGREEMENT
Severance Agreement dated June , 1997 (the "Agreement") by and between
Substance Abuse Technologies, Inc., a Delaware corporation (the "Company"), and
David L. Dorff (the "Executive").
WITNESSETH:
WHEREAS, the Company has agreed to employ the Executive on an at-will
basis and the Executive has agreed to be so employed, as the President and Chief
Operating Officer of the Company subject to the terms of this Agreement;
WHEREAS, the Executive and the Company agree that the Executive's right
to severance pay upon his termination as an employee of the Company without
cause shall be as set forth in this Agreement; and
WHEREAS, effective as of the date hereof, the compensation to be paid
to the Executive by the Company for the services to be performed is as follows:
(1) a base salary (the "Base Salary") of $120,000 per annum and an
annual review at the end of each fiscal year during the term of this Agreement
by the Company's Compensation Committee, with a minimum raise each year of three
times the Consumer Price Index if the Executive's performance is deemed
satisfactory by the Compensation Committee. The annual minimum Base Salary shall
be increased to (a) $275,000 upon the Company being profitable for two
consecutive calendar months during the term of this Agreement or renewal thereof
with sales equal to or greater than $2,500,000 during such two month period and
(b) to $325,000 upon the Company being profitable for a fiscal year during the
term of this Agreement or renewal hereof with sales equal to, or greater than
$20,000,000 and (c) to $375,000 upon the Company being profitable for a fiscal
year during the term of this Agreement or any renewal hereof with sales equal
to, or greater than, $40,000,000; provided, however, that in calculating
profitability and sales, the operations of the U.S. Drug Testing, Inc. ("U.S.
Drug") shall be excluded;
(2) an aggregate year-end bonus (the "Annual Bonus") equal to the Bonus
Percentage (as hereinafter defined) multiplied by the Executive's annual Base
Salary as follows: (a) if the Company achieves 100% of its financial objectives
in such fiscal year, based upon a Board-approved budget excluding the operations
of U.S. Drug, commencing with the fiscal year ending March 31, 1998, the Bonus
Percentage shall be 75%; (b) if the Company achieves greater than 100% of its
financial objectives and up to 150% of its financial objectives for a fiscal
year, then the Bonus Percentage shall equal the product of 75% and a fraction,
the numerator of which shall be the percentage of the financial objectives
actually achieved (e.g., 150%), except that any
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amount in excess of 150% shall be deemed to be 150% for the purposes of this
calculation, and the denominator of which shall be 75%; (c) if the Company
achieves 80% or more of its financial objectives for a fiscal year up to 100%,
the Executive shall receive an Annual Bonus based upon a pro rata amount of the
Bonus Percentage (e.g., if 90% of the financial objectives are achieved, the
Bonus Percentage shall be 37.5%); and (d) if the Company achieves less than 80%
of its financial objectives for a fiscal year, the Executive shall not receive
any Annual Bonus. If the Company acquires a company or companies in a fiscal
year, 50% of the sales of such acquired company or companies up to $10,000,000,
33% of the sales above $10,000,000 and all profits and losses of such acquired
Company shall count toward the Executive achieving any sales and profit
objectives in determining the Annual Bonus in the year of acquisition.
(3) a bonus payment in the amount of $50,000 upon each renewal of this
Agreement pursuant to Section 4(b) hereof;
(4) the grant, at the end of each fiscal year during the term of this
Agreement or any renewal hereof, of a stock option to purchase a minimum of
50,000 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), at an exercise price equal to the closing sale price on the
date of grant, as reported on the American Stock Exchange, Inc. (the "AMEX") or
such other exchange or national securities association on which the Common Stock
may then be regularly quoted or, if not so quoted, as reported in the
over-the-counter market at the date of such grant, and if such day shall be a
day on which the AMEX shall be closed, the preceding day on which the Common
Stock is traded and the expiration date of each such grant shall be three years
from the date of grant; and
(5) the award of 125,000 shares of the Common Stock for each $.75
increase in the closing sales price of the Common Stock (such closing sales
price to be determined in accordance with paragraph (4) of this WHEREAS clause)
above $1.375, with such increase to be determined by the average of the closing
sales prices of the Common Stock during any 90-day period commencing with the
fiscal year ending March 31, 1998; provided, however, once the average of the
closing sales prices of the Common Stock reach an award level (e.g., $2.125), no
awards will be made again until the average of the closing sales prices of the
Common Stock during a 90-day period reaches the next award level (e.g., $2.875
after $2.125). All shares of the Common Stock awarded under this paragraph (5)
shall be vested over a three-year period and shall be registered under the
Securities Act of 1933, as amended, as part of a pool of stock options to be
registered in connection with a currently proposed underwritten offering. Upon
the expiration of the initial term, if not renewed by the Company, upon the
death or disability of the Executive, upon the termination of this Agreement by
the Company without Cause and upon a Change in Control whenever the Executive's
Common Stock purchase warrants or stock options, if any, would become
immediately exercisable pursuant to Section 6(d) hereof, then, upon the
happening of any of the foregoing events, the awarded shares not then vested
immediately become vested.
(6) the award of warrants upon the execution hereof to purchase (a)
700,000 shares of the Common Stock at an exercise price of $1.8125 per share,
(b) 300,000 shares of the common stock at an exercise price of $2.3125 and (c)
300,000 shares of the common stock at an exercise price of $2.8125 per share.
One third of each warrant shall vest, on June , 1998, June , 1999
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and June , 2000, provided that the Executive is employed by the Company on such
date. The warrant shall expire five years from the date hereof.
WHEREAS, in the event that this Agreement is not renewed and in
consideration of the Executive's agreement not to compete as set forth in
Section 5 hereof, the Executive shall receive a one-time lump sum payment equal
to the annual Base Salary and car allowance at such time and the costs of the
benefits stated below.
WHEREAS, the employee benefits, vacation, life insurance and other
perquisites to be received by the Executive during the term of this Agreement
are as follows:
(i) participation in all employee pension and welfare benefit plans
and programs made available to the Company's senior level executives or to its
employees generally, as such plans or programs may be in effect from time to
time, including, without limitation, pension, profit sharing, savings and other
retirement plans or programs, medical, dental, hospitalization, short-term and
long-term disability and life insurance plans, accidental death and
dismemberment protection, travel accident insurance, and any other pension or
retirement plans or programs and any other employee welfare benefit plans or
programs that may be sponsored by the Company from time to time, including any
plans that supplement the above-listed types of plans or programs, whether
funded or unfunded.
(ii) five weeks vacation per year which, if not taken, will accrue;
(iii) term life insurance coverage in the amount of $1,500,000 face
value, the beneficiary of which shall be designated by the Executive;
(iv) a monthly automobile allowance of $1,000 which allowance shall be
reviewed at the end of each fiscal year during the term of this Agreement and
any renewal hereof and adjusted to the market price;
(v) an annual physical examination; and
(vi) an allowance for professional services of $5,000 for each fiscal
year during the term of this Agreement and any renewal hereof to be paid to, or
for the benefit of, the Executive.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:
1. COMPANY'S RIGHT TO TERMINATE. Subject to the Company fulfilling its
obligations to the Executive relating to compensation and benefits during the
term of this Agreement, the Executive agrees that he will not voluntarily leave
the employ of the Company and will continue to perform the Executive's regular
duties as President and Chief Operating Officer of the Company. Notwithstanding
the foregoing, the Company may terminate the Executive's employment at any time,
subject to providing the benefits hereinafter specified in accordance with the
terms hereof.
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2. TERMINATION OF EMPLOYMENT. The termination of the Executive as an
employee of the Company for Disability or Cause shall be on the following terms
and conditions:
(a) Disability
Termination by the Company of the Executive's
employment based on "Disability" shall mean termination (i) because of the
Executive's inability to perform his duties with the Company on a full time
basis for four consecutive months, or 180 days out of any twelve-month period,
as a result of the Executive's incapacity due to physical or mental illness; or
(ii) as a result of the Executive being certified incompetent by a court of
competent jurisdiction and all appeals from such certification having expired.
(b) Cause
Termination by the Company of the Executive's
employment for "Cause" shall mean termination because of: (i) the Executive's
conviction of a felony; (ii) any action by the Executive involving dishonesty,
fraud or gross or willful misconduct in connection with his employment with the
Company; (iii) the Executive's gross negligence in the performance of his
duties and obligations hereunder or habitual neglect of his duties; (iv) the
Executive's substance abuse, including, without limitation, chronic alcoholism
or drug addiction; (v) the Executive's intentional refusal or failure to
perform his duties as the Chief Executive Officer of the Company, including,
without limitation, the intentional disregard of a lawful directive by the
Board of Directors of the Company or any Committee thereof; (vi) intentional
conduct on the part of the Executive which is knowingly detrimental to the best
interests of the Company; or (vii) the Executive's failure to perform in a
competent manner his duties as the Chief Executive Officer of the Company,
resulting in damage or detriment to the Company.
(c) Notice of Termination
Any purported termination by the Company pursuant to
subsections (a) or (b) of this Section 2 or for any other reason shall be
communicated by written Notice of Termination to the Executive from the Chief
Executive Officer of the Company (or such other officer as may be designated)
at the direction of the Board of Directors of the Company. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
that it is without Cause or shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated.
(d) Date of Termination
"Date of Termination" shall mean (i) if the
Executive's employment is terminated for Disability, the date specified in the
Notice of Termination, (ii) if the Executive's employment is terminated for
Cause, the date specified in the Notice of Termination, (iii) if the
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Executive's employment is terminated for death, the date of death, and (iv) if
the Executive's employment is terminated, without Cause, the date on which a
Notice of Termination is given.
3. CERTAIN BENEFITS UPON TERMINATION
(a) Subject to Section 6(b) hereof, if the Executive's
employment is terminated by the Company other than for Cause, Disability or
death, then the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive his full
Base Salary through the Date of Termination at the rate in effect at the time
the Notice of Termination is given plus credit for any vacation earned but not
taken and the amount, if any, of any bonus for a past fiscal year which has not
yet been awarded or paid to the Executive, and the amount of the bonus for the
current fiscal year determined on a pro rata basis;
(ii) in lieu of any further salary, bonuses or
benefits payments to the Executive for periods subsequent to the Date of
Termination, the Company shall pay as severance to the Executive on the 30th
day following the Date of Termination a lump sum amount equal to the total
amount of the Base Salary that would have been paid to the Executive had he not
been terminated during the period commencing on the Date of Termination and
ending on June , 2000; and
(iii) the Company shall maintain in full force and
effect, for the Executive's continued benefit until the earlier of (A) June ,
2000 or (B) the Executive's commencement of full time employment with a new
employer, his automobile allowance and all life insurance, medical, health and
accident, and disability plans, programs or arrangements in which the Executive
was entitled to participate immediately prior to the Date of Termination,
provided that the Executive's continued participation is possible under the
general terms and provisions of such plans and programs. In the event that the
Executive's participation in any such plan or program is barred, the Company
shall arrange to provide the Executive with benefits substantially similar to
those which the Executive was entitled to receive under such plans and
programs.
(b) If the Executive's employment is terminated for Disability
under Section 2(a), then the Executive shall be entitled to the benefits
provided below:
(i) the Company shall pay the Executive his full
Base Salary through the Date of Termination at the rate in effect at the time
the Notice of Termination is given plus credit for any vacation earned but not
taken and the amount, if any, of any bonus for a past fiscal year which has not
yet been awarded or paid to the Executive and the amount of the bonus for the
current fiscal year determined on a pro rata basis;
(ii) in lieu of any further salary, bonuses or
benefits payments to the Executive for periods subsequent to the Date of
Termination, the Company shall pay as severance pay to the Executive on the
30th day following the Date of Termination a lump sum
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amount equal to the Base Salary that would have been paid to the Executive had
he not been terminated during the period commencing on the Date of Termination
and ending on the earlier of four months after the Date of Termination or June
, 2000; and
(iii) the Company shall maintain in full force and
effect for the Executive's continued benefit, until the earlier of four months
after the Date of Termination and June , 2000, his automobile allowance and all
life insurance, medical, health and accident, and disability plans, programs or
arrangements in which the Executive was entitled to participate immediately
prior to the Date of Termination, provided that the Executive's continued
participation is possible under the general terms and provision of such plans
and programs. In the event that the Executive's participation in any such plan
or program is barred, the Company shall arrange to provide the Executive with
benefits substantially similar to those which the Executive was entitled to
receive under such plans and programs.
(c) If the Executive's employment is terminated for Cause,
Disability under Section 2(I)(a), death or voluntary termination or resignation
of employment by the Executive, the Executive shall be paid his full Base Salary
through the Date of Termination at the rate in effect at the time the Notice of
Termination is given plus credit for any vacation earned but not taken and the
amount, if any, of any bonus for a past fiscal year which has not yet been
awarded or paid to the Executive.
(d) The Executive shall not be required to mitigate the amount
of any payment provided for in this Section 3 by seeking other employment or
otherwise nor shall the amount of any payment provided for in this Section 3 be
reduced by any compensation earned by the Executive as the result of employment
by another employer after the Date of Termination, or otherwise.
4. TERM OF AGREEMENT.
(a) This Agreement shall terminate June , 2000 subject to
renewal in accordance with Section 4(b) below.
(b) The Company shall have two one-year options to renew this
Agreement by notifying the Executive of such intention at least three months
prior to the end of the term of this Agreement of any renewal thereof.
5. COVENANT NOT TO COMPETE
(a) Executive recognizes that the services to be performed by
him hereunder are special, unique and extraordinary. The parties confirm that it
is reasonably necessary for the protection of the Company that Executive agree,
and accordingly, Executive does hereby agree, that in consideration of the
Company agreeing to the severance arrangements and the Change in Control
provisions set forth in this Agreement, he shall not, directly or indirectly, at
any time during the "Restricted Period" within the "Restricted Area" (as those
terms are defined in Section 5 (d) below):
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(i) engage in the business of the manufacture of,
or retail or wholesale marketing, sale or distribution of products or services
which the Company has marketed or is substantially planning to market during
the term of this Agreement, including, without limitation, single source
services to assist businesses in their hiring practices ranging from substance
abuse testing, background screening to total program management and related
services (the "Restricted Products") either on his own behalf or as an officer,
director, employee, stockholder, partner, consultant, associate, executive,
manager, member, owner, agent, creditor, independent contractor, or co-venturer
of any third party; or
(ii) employ or engage, or seek to employ or engage,
or assist anyone else to employ or engage or seek to employ or engage, any
person who is then or at any time during the preceding year was in the employ
of the Company or any of its affiliates, or an independent contractor who then
or any at ant time during the preceding two years provided design,
manufacturing, marketing or sales services in connection with the business of
the Company or any of its Affiliates.
(b) Executive hereby agrees that he will not, directly or
indirectly, for or on behalf of himself or any third party, at any time during
the term of this Agreement and during the Restricted Period and within the
Restricted Area (a) solicit any customers of the Company for the sale of the
Restricted Products, (b) persuade or seek to persuade any customer of the
Company or its affiliates to cease to do business or to reduce the amount of
business which any customer has customarily done or contemplates doing with the
Company, whether or not the relationship between the Company and such customer
was originally established in whole or in part through Executive's efforts; or
(c) interfere in any manner in the relationship of the Company with any of their
respective suppliers, whether or not the relationship between the Company and
such supplier was originally established in whole or in part by Executive's
efforts.
For the purposes of the provisions hereof, "customer" and
"supplier" shall include any individual, proprietorship, corporation, joint
venture, trust or any other form of business entity that is (x) then a customer
or supplier, as the case may be, of the Company or (y) a former customer or
supplier, as the case may be, or potential customer or supplier, as the case may
be, of the Company which the Company has solicited prior to or during the term
of this Agreement.
(c) This Section 5 shall not be construed to prevent Executive
from (a) owning, directly and indirectly, in the aggregate, less than one (1%)
percent of the issued and outstanding voting securities of any class of any
company whose voting capital stock is traded on a national securities exchange
or in the over-the-counter market, (b) having other investments and personal
ventures and (c) being a member of the board of directors of other entities and
industry groups and doing charity work, which, from time to time, may require
minimal portions of his time, but which ventures, investments, directorships,
charity work, and/or the time associated therewith shall not interfere or be in
conflict with his duties hereunder, be in competition with the business of the
Company or be in violation of or in conflict with any of the restrictions set
forth in this Section 5.
(d) The term "Restricted Period", as used in this Section 8,
shall mean the period of Executive's actual employment hereunder plus twelve
(12) months after the date the Executive is
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no longer actually employed by the Company for any reason other than as set
forth in Section 5(f) below, including, without limitation, as a consequence of
the Executive's resignation, or the termination of the Executive's employment
with "Cause" or as a result of the Executive being disabled (the "Restricted
Period"). The term "Restricted Area" as used in this Section 8 shall mean the
United States and its territories and possessions. The provisions of this
Section 8 shall survive the expiration or termination of Executive's employment
hereunder and until the end of the Restricted Period as provided in this
Section 5(d).
(e) Anything in this Section 5 to the contrary
notwithstanding, if the Executive is terminated without Cause during the term of
this Agreement or if the Company ceases to exist other that by reason of a
merger, consolidation, sale of assets or similar transaction, the Executive
shall no longer be bound by the terms of Section 5 of this Agreement.
(f) The parties hereto agree that the remedy at law for any
breach of Section 5 will be inadequate and that the Company shall be entitled to
injunctive relief to compel the Executive to perform or refrain from action
required or prohibited hereunder. The necessity of protection has been carefully
considered by the parties hereto. The parties hereby agree and acknowledge that
the duration, scope and geographic area applicable to the restrictions set forth
in Section 5 are fair, reasonable and necessary. The consideration provided for
herein is sufficient and adequate to compensate the Executive for agreeing to
the restrictions contained in this Section 5. If, however, any court determines
that the foregoing restrictions are not reasonable, such restrictions shall be
modified, rewritten or interpreted to include as much of their nature and scope
as will render them enforceable.
6. CHANGE IN CONTROL
(a) In the event of a Change in Control, the Executive shall
have the right to terminate voluntarily his employment with the Company, with or
without reason, within six months after the occurrence of such Change in Control
by giving written Notice of Termination to the Company. A Change in Control
shall be deemed to occur upon (I) the election of one or more individuals to the
Board of Directors of the Company which election results in one-third of the
directors of the Company consisting of individuals who have not been directors
of the Company for at least two years, unless such individuals have been elected
as directors or nominated for election as directors by three fourths of the
directors of the Company who have been directors for at least two years; (ii)
the sale by the Company of all or substantially all of its assets to any Person,
the consolidation of the Company with any Person, the merger of the Company with
any Person as a result of which merger the Company is not the surviving entity
as a publicly held corporation or the sale or transfer of shares of the Company
by the Company and/or any one or more of its stockholders, in one or more
transactions, related or unrelated, to one or more Persons under circumstances
whereby any Person and his, her or its Affiliates shall own after such sales and
transfers, at least one-fourth, but less than one-half, of the shares of the
Company having voting power for the election of directors, unless, in any such
case, such sale, consolidation, merger or transfer has been approved in advance
by three-fourths of the directors of the Company who have been directors of the
Company for at least two years; or (iii) the sale or transfer of shares of the
Company by the Company and/or any one or more of its stockholders, in one or
more transactions, related or unrelated, to one or more Persons under
circumstances
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whereby any Person and its Affiliates shall own, after such sales and
transfers, at least one-half of the shares of the Company having voting power
for the election of directors. Nothing contained in this definition shall limit
or restrict the right of the Executive from participating in any discussions or
voting on any matter referred to in this definition at any meeting of the
Company's Board of Directors. For purposes of this Agreement, the term
"Affiliate" shall mean a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, any other Person. For purposes of this Agreement, the term "Person" shall
mean an individual, partnership, firm, trust, corporation, limited liability
corporation, limited liability partnership, limited partnership, association or
other similar entity. When two or more Persons act as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the Company, such partnership, limited
partnership, syndicate or other group shall be deemed a "Person" for the
purposes of this Agreement.
(b) Upon the voluntary termination of employment with the
Company by the Executive within six months after the occurrence of a Change in
Control, or upon the involuntary termination of employment with the Company of
the Executive for any reason other than death, Disability or termination for
Cause within six months after the occurrence of a Change in Control, the
Company, or the consolidated, surviving or transferee Person in the event of a
consolidation, merger or sale of assets, shall pay to the Executive, in a lump
sum immediately subsequent to the date of such termination, an amount equal to
two times the total cash compensation, including Base Salary, Annual Bonus and
car allowance, paid to the Executive during, or, in the case of the Annual
Bonus, for, the prior fiscal year; provided, however, that, if the Executive is
terminated without Cause, he may elect to receive either the severance under
Section 3(a) hereof or, if applicable, the payments set forth in this Section
6(b) and the benefits set forth in Section 6(c) hereof.
(c) Upon the voluntary termination of employment with the
Company by the Executive within six months after the occurrence of a Change in
Control, or upon the involuntary termination of employment with the Company by
the Executive for any reason other than death, Disability or termination for
Cause within six months after the occurrence of a Change in Control, the
Company, or the consolidated, surviving or transferee Person in the event of a
consolidation, merger or sale of assets, shall also provide, for a period of two
years commencing on such termination of employment, medical, dental, life and
disability insurance coverage for the Executive and the members of his family
either immediately prior to Date of Termination or on the occurrence of such
Change in Control, whichever is greater; provided, however, that the obligations
set forth in this sentence shall terminate to the extent the Executive obtains
comparable medical, dental, life and disability insurance coverage from any
other employer during such period, but the Executive shall not have any
obligation to seek or accept employment during such period, whether or not any
such employment would provide comparable medical, dental, life and disability
insurance coverage.
(d) Upon the voluntary termination of employment with the
Company by the Executive within six months after the occurrence of a Change in
Control, or upon the involuntary termination of employment with the Company by
the Executive for any reason other than death, Disability or termination for
Cause within six months after the occurrence of a Change in
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Control, any Common Stock purchase warrant or stock option then held by the
Executive shall, anything to the contrary notwithstanding in the Common Stock
purchase warrant or stock option, become immediately exercisable.
(e) In the event that, subsequent to a Change in Control, the
Executive incurs any costs or expenses, including attorneys fees, in the
enforcement of his rights under this Section 6, then, unless the Company, or the
consolidated, surviving or transferee Person in the event of a consolidation,
merger or sale of assets, is wholly successful in defending against the
enforcement of such rights, the Company, or such consolidated, surviving or
transferee Person, shall promptly pay to such Participant all such costs and
expenses.
7. SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon, and shall inure to the benefit of, the respective successors, assigns,
legal representatives and heirs of the parties hereto.
8. NOTICE. Any and all notices or other communications or deliveries
required or permitted to be given or made shall be in writing and delivered
personally, or sent by certified or registered mail, return receipt requested
and postage prepaid, or sent by overnight courier service as follows:
If to the Company, at:
Substance Abuse Technologies, Inc.
4517 NW 31st Avenue
Ft. Lauderdale, FL 33309
Attention: Chief Executive Officer
with a copy to:
Wachtel & Masyr, LLP
110 East 59th Street
New York, New York 10022
Attention: Robert W. Berend, Esq.
If to the Executive, at:
or at such other address as any party may specify by notice given to such other
party in accordance with this Section 8. The date of giving of any such notice
shall be the date of hand delivery, two days after the date of the posting of
the mail or the date when deposited with the overnight courier.
9. WAIVER. No provisions of this Agreement may be modified, waived or
discharge unless such waiver, modification or discharge is agreed to in writing
signed by the Executive and such officer as may be specifically designated by
the Board of Directors of the Company. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other
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party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
10. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
12. GOVERNING LAW. This Agreement shall be construed (both as to
validity and performance) and enforced in accordance with, and governed by, the
laws of the State of Florida applicable to contracts to be performed entirely
within that State, without giving effect to the principles of conflicts of law.
Any suit or proceeding arising out of this Agreement shall be brought only in a
federal or state court located in the Counties of Broward or Palm Beach, State
of Florida; provided, however, that neither party waives its right to request
the removal of such action or proceeding from the state court to a federal court
in such jurisdiction. The parties hereto each waive any claim that such
jurisdiction is not a convenient forum for any such suit or proceeding and the
defense of lack of personal jurisdiction.
13. ENTIRE AGREEMENT. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed on June __, 1997.
SUBSTANCE ABUSE TECHNOLOGIES, INC.
By:
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Robert Stutman, Chief Executive Officer
By:
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David L. Dorff
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