Exhibit 10.12
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of
the 30th day of August, 2004, by and between Splinex Technology Inc., a Delaware
corporation with its offices at 550 West Cypress Creek Road, Suite 410, Ft.
Lauderdale, Florida 33309 (the "Corporation"), and Michael Stojda, with a
residence at 19 Rue Lafford, Kirkland, Quebec, Canada H9J3Y3 (the "Executive").
WHEREAS, the Corporation desires to retain the Executive in the
position described herein, and the Executive desires to assume such position, on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements made herein, and intending to be legally bound hereby, the
Corporation and the Executive agree as follows:
1. EMPLOYMENT; DUTIES.
(a) EMPLOYMENT AND EMPLOYMENT PERIOD. The Corporation will
commence the employment of the Executive beginning September 1, 2004 (the
"Commencement Date") and shall continue to employ the Executive until September
1, 2007 (the "Initial Term"). Executive's employment shall then automatically
renew for subsequent one year periods following the termination of the Initial
Term or any subsequent term, unless either party gives written notice to the
other at least 90 days prior to the termination of such period of its intent not
to extend or renew this Agreement. The Corporation's timely election not to
extend or renew this Agreement (in accordance with the this subsection (a))
shall not trigger the severance obligation provided herein. The Initial Term and
all subsequent terms are referred to herein as the "Employment Period."
(b) OFFICES, DUTIES AND RESPONSIBILITIES. The Executive shall
hold the title of Chief Executive Officer ("CEO") and President of the
Corporation. The Executive shall report to the Board of Directors of the
Corporation (the "Board"). The Executive's office shall be at the Corporation's
headquarters at 550 West Cypress Creek Road, Suite 410, Ft. Lauderdale, Florida
33309; provided that, during the Initial Term, the Corporation acknowledges and
agrees that Executive will be traveling to and from his family home in Montreal
and will, during this period, from time-to-time discharge his duties from such
home, as long as such travel (and the discharge of such duties from Montreal)
does not materially or unreasonably interfere with his ability to perform his
duties hereunder. (To facilitate reasonable business needs to expedite the
commencement of Executive's employment hereunder, the Corporation agrees to
reimburse the Executive for actual, documented, reasonable expenses for such
travel and for lodging in South Florida for the first three months of the
Initial Term, not to exceed $3,000 per month.) During the term of this
Agreement, the Executive shall serve as a member of the Board.
(c) DEVOTION TO INTERESTS OF THE CORPORATION. Except as
expressly authorized by the Board, until the effective date of notice of
termination of this Agreement by either the Executive or the Corporation or the
end of the Employment Period, the Executive shall render his business services
solely in the performance of his duties hereunder. The Executive shall use his
best efforts to promote the interests and welfare of the Corporation.
Notwithstanding the foregoing, it is agreed that Executive may serve as a member
of boards of directors of corporate, civic and/or charitable organizations with
the prior written consent of the Board, which consent shall not be unreasonably
withheld.
2. BASE COMPENSATION AND FRINGE BENEFITS.
(a) BASE COMPENSATION. The Corporation shall pay the Executive
a base salary at the rate of $275,000 per year paid bi-monthly at the
Corporation's normal payroll intervals, with deduction of such amounts as may be
required to be withheld under applicable law and regulations. Annual increases
to this base salary shall be as determined by the Board at the beginning of each
Fiscal Year of the Corporation, beginning April 1, 2005 (for the 2006 Fiscal
Year); provided, however, that such base salary shall be increased by at least
10% per annum each Fiscal Year of the Employment Period, beginning April 1, 2006
(for the 2007 Fiscal Year); provided further, that the Corporation shall not be
obligated to increase the Executive's salary during any severance period.
Executive's bases salary, as increased in accordance with the terms of this
subsection (a), is referred to herein as "Base Salary."
(b) FRINGE BENEFITS. The Executive shall be entitled to
eligibility for enrollment in the Corporation's medical, dental and life
insurance plans in accordance with the available coverage thereunder. All other
benefits generally available to regular full-time employees will be made
available to the Executive pursuant to the applicable personnel policies of the
Corporation. In addition, the Executive shall receive fringe benefits generally
available to other senior executives of the Corporation and approved by the
Board. Executive shall be entitled to four (4) weeks paid vacation per year.
(c) BONUS COMPENSATION. The Executive shall have an annual
target bonus equal to 100% of the Executive's Base Salary ("Target Bonus"). The
bonus will be based on achievement of certain Corporation-specific and
Executive-specific performance objectives, mutually agreed upon between the
Board and the Executive in good faith each Fiscal Year of the Employment Period.
If such agreement is not reached in any Fiscal Year, the bonus for such Fiscal
Year shall be at least 20% of the Executive's Base Salary. The Executive's bonus
for the remainder of Fiscal Year 2005, which ends the last day of March, 2005,
will be based on meeting the corporate revenue objectives identified on Schedule
I hereto and shall be prorated based on a fraction, the numerator of which is
the number of days remaining in the 2005 Fiscal Year starting with the
Commencement Date and the denominator of which is 365.
(d) PAYMENTS FOR RELOCATION. The Corporation will reimburse
the Executive for actual, documented, reasonable costs associated with
relocating to Florida, including without limitation transportation of household
goods, vehicles and persons, import duties, closing costs, broker fees, and fees
for tax preparation and negotiation of this Agreement, not to exceed an
aggregate of $45,000. The Executive must relocate to South Florida within 12
months.
(e) ADDITIONAL EQUITY COMPENSATION.
(1) The Corporation shall grant to the Executive (i)
400,000 shares of outstanding shares of
2
Corporation common stock that shall be subject to a lapsing right of
forfeiture which right shall lapse 1/12th per month over the 12 month
period beginning with the Commencement Date ("Restricted Stock"), (ii)
an option to purchase 2,000,000 of the outstanding shares of the
Corporation's common stock which will have an exercise equal to twenty
cents ($0.20) per share; and (iii) 1,500,000 of the outstanding shares
of the Corporation's common stock, which will have an exercise price
equal to fifty cents ($0.50) per share. The grants in (ii) and (iii)
are referred to collectively herein as the "Option" or "Options." The
parties hereto agree and understand that the Corporation is
consummating a merger between the Corporation and Ener1 Acquisition
Corporation (the "Merger") and filing a registration statement on Form
S-1 with the Securities Exchange Commission and that, on the date the
Merger is consummated (the "Issue Date"), a stock split may occur. All
references to shares and options in this Agreement assume that the
Merger will be consummated and the registration completed and that as a
result 100,000,000 shares are issued and outstanding. If for any reason
(including without limitation the failure of the Corporation to
consummate the Merger or complete the filing) the number of issued and
outstanding shares is not 100,000,000, the number of shares underlying
the Restricted Stock grant and the Option (along with each Option's
exercise price),shall be adjusted accordingly and in accordance with
the provisions of subsection (e)(4) herein. The Corporation shall issue
the Restricted Stock and the Options as soon as reasonably practicable
after the Commencement Date, but in no event later than the earliest to
occur of the Issue Date or the date on which the Merger is terminated.
For purposes of clarification and to diminish doubt, the granting of
Restricted Stock or Options hereunder are not conditioned upon the
consummation of the Merger or the successful filing of the S-1 and such
grants shall be made by the Corporation (in accordance with the terms
hereof) whether or not such Merger is consummated or the S-1 completed.
(2) The Option issued pursuant to subsection
(e)(1)(ii) shall vest 1/36th per month from the Commencement Date. The
Option issued pursuant to subsection (e)(1)(iii) shall 100% vest on the
first to occur of the Corporation achieving cumulative sales revenues
of $50,000,000 or the fifth anniversary of the Commencement Date.
(3) Notwithstanding anything contained herein to the
contrary, the right of forfeiture on the Restricted Stock shall 100%
lapse (vest) and 100% of the then remaining unvested shares subject to
the Option will automatically vest upon the occurrence of a Change of
Control (as defined at Section 3).
(4) Except as specifically provided herein, the
Option granted pursuant to subsection 2(e)(1)(ii) above will be granted
subject to the terms, definitions and provisions of the Splinex
Technology Inc. 2004 Stock Option Plan (the "Option Plan"), and to the
extent permissible under Section 422 of United States Internal Revenue
Code and to the extent agreed to between Executive and the Board, shall
be incentive stock options. The Restricted Stock and all Options
granted hereunder shall be also granted pursuant to a restricted stock
or stock option agreement mutually agreeable to Executive and the
Board. All Restricted Stock and Options issued under this Agreement
shall be adjusted for mergers, stock splits, stock spin-offs, reverse
stock splits and similar events. All shares subject to issued
Restricted Stock or Options granted hereunder will have customary
piggyback
3
registration rights to be registered at the time the Corporation
registers shares pursuant to the Option Plan and tag-along rights.
3. CHANGE OF CONTROL DEFINED. The term "Change of Control" means any
change in control of the Corporation, including a merger or consolidation of the
Corporation with any other entity in which the Corporation is not the surviving
Corporation or in any transaction in which persons who are not a majority of the
stockholders of the Corporation prior to such transaction acquire the power to
appoint a majority of the Corporation's directors; PROVIDED, HOWEVER, that,
without in any way limiting the foregoing, a Change of Control shall be deemed
to have occurred if:
(a) Any "person" (as such term is defined in Sections 13(d)(3)
and Section 14(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), other than the Corporation, any majority-owned
subsidiary of the Corporation, or any compensation plan of the
Corporation or any majority-owned subsidiary of the Corporation,
becomes the "beneficial owner" (as such term is defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of the
Corporation representing thirty percent (30%) or more of the combined
voting power of the Corporation; provided, however, that an increase in
beneficial ownership of one or more of the beneficial owners as of the
Commencement Date as reported in the filings of the Corporation with
the Securities and Exchange Commission, shall not be deemed a Change of
Control;
(b) A change in the composition of the Board occurring within
a two-year period, as a result of which a majority of the directors are
not Incumbent Directors. "Incumbent Directors" (for purposes of this
provision, the Executive will be deemed an Incumbent Director) will
mean directors who either (i) are members of the Board as of the
Commencement Date, or (ii) are elected, or nominated for election, to
the Board with the affirmative votes of at least a two-thirds majority
of the Board at the time of such election or nomination, or whose
election is confirmed by two-thirds of the Board; or
(c) The stockholders of the Corporation at any time approve
(i) a sale, reorganization, merger, or consolidation with respect to
which persons who were the stockholders of the Corporation immediately
prior to such sale, reorganization, merger, or consolidation do not
immediately thereafter own more than fifty percent (50%) of the
combined voting power entitled to vote generally in the election of the
directors of the sold, reorganized, merged or consolidated entity; (ii)
a liquidation or dissolution of the Corporation; or (iii) the sale of
all or substantially all of the assets of the Corporation.
4. TRADE SECRETS. The Executive shall not use (except for the benefit
of the Corporation while employed hereunder) or disclose to anyone any of the
Corporation's trade secrets or other confidential information. The term "trade
secrets or other confidential information" includes, by way of example, matters
of a technical nature, such as scientific, trade and engineering secrets,
"know-how," formulae, secret processes, recipes or machines, inventions,
computer programs (including documentation of such programs) and research
projects, and matters of a business nature, such as proprietary information
about costs, profits, markets, sales, lists of customers, and other information
of a similar nature to the extent not available to the public, and
4
plans for future development. After termination of this Agreement, the Executive
shall not use or disclose trade secrets or other confidential information unless
such information (a) becomes a part of the public domain other than through a
breach of this Agreement or (b) is disclosed to the Executive by a third party
who is entitled to receive and disclose such information.
5. RETURN OF DOCUMENTS AND PROPERTY. Upon the end of the Employment
Period or upon the effective date of notice of the Executive's or the
Corporation's election to terminate this Agreement, or at any time upon the
request of the Corporation, the Executive (or his heirs or personal
representatives) shall deliver to the Corporation (a) all documents and
materials containing trade secrets or other confidential information relating to
the business and affairs of the Corporation, and (b) all documents, materials
and other property belonging to the Corporation, which in either case are in the
possession or under the control of the Executive (or his heirs or personal
representatives).
6. DISCOVERIES AND WORKS. (a) All discoveries and works made or
conceived by the Executive during his employment by the Corporation, jointly or
with others, that relate to the Corporation's activities shall be owned by the
Corporation. The term "discoveries and works" includes, by way of example,
inventions, computer programs (including documentation of such programs),
technical improvements, processes, drawings and works of authorship. The
Executive shall (i) promptly notify, make full disclosure to, and execute and
deliver any documents requested by, the Corporation to evidence or better assure
title to such discoveries and works in the Corporation, (ii) assist the
Corporation in obtaining or maintaining for itself at its own expense United
States and foreign patents, copyrights, trade secret protection or other
protection of any and all such discoveries and works, and (iii) promptly
execute, whether during his employment by the Corporation or thereafter, all
applications or other endorsements necessary or appropriate to maintain patents
and other rights for the Corporation and to protect its title thereto. Set forth
on Schedule II attached hereto is a list of inventions, patented or unpatented,
including a brief description thereof, which are owned by the Executive, which
the Executive conceived or made prior to his employment by the Corporation and
which are excluded from this Agreement.
(b) In addition to the above, the Executive shall keep a log
of all technical work performed by the Executive for the purposes of the
Corporation's evaluation of the technical work and determination of whether such
work produces patentable inventions (and for the protection of the Corporation's
interest therein. The log shall be the confidential and proprietary property of
the Corporation, and the Executive shall keep the log current and available to
the Corporation at all times.
7. TERMINATION; RESIGNATION.
(a) PARTIES' RIGHTS TO TERMINATE. The Executive may terminate
this Agreement by resignation at any time, upon 90 days' prior written notice
(the "Notice Period"), and the Corporation may terminate this Agreement with
"cause," as defined below, or without cause upon 90 days' prior written notice.
"Cause" shall mean (i) the continued, willful and deliberate failure of the
Executive to perform his duties as set forth in this Agreement or as may be
reasonably imposed from time to time on the Executive by law (whether or not
reasonable) or the Board, provided such duties are consistent with his position,
in a manner substantially consistent with the manner
5
prescribed by the Board (other than any such failure resulting from incapacity
due to physical or mental illness), (ii) the engaging by the Executive in
misconduct materially and demonstrably injurious to the Corporation, (iii) the
conviction of the Executive for commission of a felony, whether or not such
felony was committed in connection with the Corporation's business, or (iv) the
circumstances described in Section 8 hereof, in which case the provisions of
Section 8 shall govern the rights and obligations of the parties; provided,
however, that the Board shall (x) by two-thirds of the members of the Board,
excluding the Executive, make a reasonable determination that the Executive has
breached one of the preceding provisions, (y) provide the Executive with an
opportunity to cure during the Notice Period any curable breaches referred to in
(i) and (ii) of this subsection and (z) make a final determination that one or
more of such provisions have been breached and not cured prior to termination.
(b) TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD REASON. In
the event the Corporation terminates this Agreement for "cause" or the Executive
resigns without "good reason," as defined herein, the Executive's rights
hereunder shall cease as of the effective date of such termination, except as
otherwise provided in Section 8, and Executive shall be entitled to payment of
all amounts of Base Salary, any bonus payments actually earned but unpaid,
accrued but unused vacation, reimbursements for appropriate expenses incurred
prior to the termination date, and any other amounts payable under Corporation
policy or applicable law that are due or accrued as of the termination date.
(c) TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. In the
event that the Corporation terminates Executive's employment without cause or
the Executive terminates his employment for good reason, the Corporation shall
pay, or cause to be paid, to the Executive, in addition to any amounts paid or
payable under any other agreements between the Corporation and the Executive
(but not in duplication of other cash or installment payment severance
benefits), (i) an amount equivalent to twelve months of the Executive's Base
Salary hereunder, plus (ii) a percentage of Base Salary equal to the percentage
of Base Salary paid to the Executive as a bonus for the immediately preceding
Fiscal Year (provided that, if Executive's employment terminates on or after a
Change of Control, the bonus payable will be the greater of (X) the amount
payable as a bonus under this subsection (ii) without regard to this proviso or
(Y) 50% of the Target Bonus for the Fiscal Year in which the termination
occurs), plus (iii) payment of the employer's share of any group health
insurance under COBRA for the period during which severance is paid. The amounts
in (i) and (ii) above shall be paid in installments at the Corporation's normal
payroll intervals, with deduction of such amounts as may be required to be
withheld under applicable law and regulations, during the twelve month period
following the termination date. The Executive shall not be required to mitigate
the amount of any payment provided for in this Subsection (c) by seeking other
employment or otherwise. In addition, all Restricted Stock and Options and any
other option or restricted stock granted to Executive, except any Option granted
under Section 2(e)(1)(iii) or other option or restricted stock which vests upon
any condition other than the passage of time, shall vest immediately.
(d) Good reason means (i) a Change of Control; (ii) a
reduction of the Executive's duties, title (including failure of Executive to be
the President or CEO of the Corporation), position, reporting status, or
responsibilities; (iii) a reduction by the Board of the Executive's Base Salary
as in effect immediately prior to such reduction; (iv) relocation of the
6
Corporation's principal place of business after the Executive relocates to South
Florida; or (v) a material breach by the Company of this Agreement. The
Corporation shall have the ability to cure any action that constitutes good
reason in (d)(ii)-(iv) herein during the Notice Period.
8. DISABILITY; DEATH. (a) If, prior to the expiration or termination of
the Employment Period, the Executive shall be unable to substantially perform
his duties by reason of disability or impairment of health for at least three
consecutive calendar months, the Corporation shall have the right to terminate
this Agreement by giving written notice to the Executive to that effect, but
only if at the time such notice is given such disability or impairment is still
continuing. After giving such notice, (i) the Employment Period shall terminate
with the payment of the Executive's base compensation for the month in which
notice is given and the payment of a PRO RATA portion of any bonus that would
have been payable to Executive under Section 2(c) had he not become disabled,
(ii) the Restricted Stock and all unvested Options (and any other option or
restricted stock granted to him) will vest in full on the effective date of
termination and (with respect to the Option or any option) expire 6 months after
the effective date of termination, and (iii) all of the Executive's benefits
under this Agreement shall terminate, except that the Executive shall receive
such accidental disability benefits to which the Executive may be entitled under
the plans of the Corporation then in effect. In the event of a dispute as to
whether the Executive is disabled within the meaning of this Section 8(a),
either party may from time to time request a medical examination of the
Executive by a doctor appointed by the Chief of Staff of a hospital selected by
mutual agreement of the parties, or as the parties may otherwise agree, and the
written medical opinion of such doctor shall establish a presumption as to
whether the Executive has become disabled and the date when such disability
arose. Such presumption shall become binding and conclusive upon the parties
unless, within 20 days of the date of receipt of such written medical opinion,
the party disputing such opinion provides a contrary written medical opinion
from two doctors appointed by the same Chief of Staff which appointed the first
doctor, in which event the opinions of the latter two doctors shall become
binding and conclusive upon the parties. The cost of any such medical
examinations shall be borne by the Corporation, except that the Executive shall
bear the cost of any medical examinations sought in order to rebut a presumption
of disability.
(b) If, prior to the expiration or termination of the
Employment Period, the Executive shall die, the Corporation shall pay to the
Executive's estate (or to the revocable living trust previously specified by the
Executive) his base compensation through the end of the month in which the
Executive's death occurred and a PRO RATA portion of any bonus (if any) that
would have been payable to the Executive under Section 2(c) had his death not
occurred, at which time the Employment Period shall terminate without further
notice. In addition, (i) the Restricted Stock and all unvested Options (and any
other option or restricted stock granted to him) will vest in full on the date
of death and all Options (and any other option) granted to him will expire 6
months after the date of death, and (ii) all of the Executive's benefits under
this Agreement shall terminate, except that the Executive's estate shall receive
such accidental death benefits to which the Executive may be entitled under the
plans of the Corporation then in effect.
(c) Nothing contained in this Section 8 shall impair or
otherwise affect any rights and interests of the Executive under any
compensation plan or arrangement of the Corporation which may be adopted by the
Board.
7
9. NON-COMPETION/NON-SOLICITATION. (a) During the term of this
Agreement and for a period of one year following the termination of this
Agreement, the Executive will not compete, directly or indirectly, with the
Corporation, or any of its parent corporations, subsidiaries or affiliates, in
the businesses of the Corporation, including, without limitation, the
Corporation's software businesses. Such restriction shall include, but not be
limited to, ownership (direct or indirect, including without limitation by a
member of the Executive's family) of any interest in a business that is in
competition (as described above) with the Corporation, and being an officer,
shareholder, director, executive or contractor of or consultant to any such
business, whether or not for compensation; provided that, the foregoing shall
not prohibit Executive from owning five percent (5%) or less of the outstanding
equity securities of any corporation or entity, nor shall it prohibit him from
owning any interest, whether as a creditor or stockholder, in the Corporation.
The Executive further agrees that, during the above period, he will not, in any
capacity, except in connection with the performance of services hereunder,
either separately, jointly or in association with others, directly or indirectly
solicit or contact, with regard to a business competitor of the Corporation, any
of the Corporation's agents, suppliers, customers or prospects, as shown by the
Corporation's records, that were agents, suppliers, customers or prospects of
the Corporation at any time during the year immediately preceding the
termination of employment hereunder, where the purpose of such solicitation or
contact is to compete with, or is intended to compete with, the Corporation. The
Executive further agrees that, during the above period, he will not, in any
capacity, either separately, jointly or in association with others, directly or
indirectly, solicit any of the Corporation's executives, employees, or
consultants.
(b) If a court determines that the foregoing restrictions are
too broad or otherwise unreasonable under applicable law, including with respect
to time or space, the court is hereby requested and authorized by the parties
hereto to revise the foregoing restrictions to include the maximum restrictions
allowed under the applicable law. The Executive expressly agrees that breach of
the foregoing would result in irreparable injuries to the Corporation, that the
remedy at law for any such breach will be inadequate and that upon breach of
this provision, the Corporation, in addition to all other available remedies,
shall be entitled as a matter of right to seek injunctive relief in any court of
competent jurisdiction.
10. ENFORCEMENT. The Executive agrees that the Corporation's remedies
at law for any breach or threat of breach by him of the provisions of Sections
4, 5, 6 and 9 hereof will be inadequate, and that the Corporation shall be
entitled to an injunction or injunctions (and temporary restraining orders and
preliminary injunctions, as the case may be) to prevent breaches of the said
provisions and to enforce specifically the terms and provisions thereof, in
addition to any other remedy to which the Corporation may be entitled at law or
equity.
11. SEVERABILITY. Should any provision of this Agreement be determined
to be unenforceable or prohibited by any applicable law, such provision shall be
ineffective to the extent, and only to the extent, of such unenforceability or
prohibition without invalidating the balance of such provision or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
8
12. ASSIGNMENT. The Executive's rights and obligations under this
Agreement shall not be assignable by the Executive. The Corporation's rights and
obligations under this Agreement shall be assignable by the Corporation,
including as incident to the transfer, by merger or otherwise, of all or
substantially all of the business of the Corporation. In the event of any such
assignment by the Corporation, all rights of the Corporation hereunder shall
inure to the benefit of the assignee.
13. NOTICES. Any notice required or permitted under this Agreement
shall be deemed to have been effectively made or given if in writing and
personally delivered or mailed properly addressed in a sealed envelope, postage
prepaid by certified or registered mail. Unless otherwise changed by notice,
notice shall be properly addressed to Executive if addressed to:
Michael Stojda
19 Rue Lafford
Kirkland, Quebec, Canada H9J3Y3
with a copy to:
Peter J. Marathas, Jr.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Facsimile: (617) 348-1788
and properly addressed to the Corporation if addressed to:
Kevin P. Fitzgerald
Director
Splinex Technology, Inc.
550 West Cypress Creek Road, Suite 410
Ft. Lauderdale, Florida 33309
Facsimile: (954) 660-6561
with a copy to:
Curtis A. Wolfe
General Counsel
Splinex Technology, Inc.
550 West Cypress Creek Road, Suite 410
Ft. Lauderdale, Florida 33309
Facsimile: (954) 229-7595
14. AWARD TO PREVAILING PARTY IN DISPUTE. In the event either of the
parties to this Agreement commences any action or proceeding arising out of, or
relating in any way to, this Agreement, the prevailing party shall be entitled
to recover, in addition to any other relief awarded to such party, his or its
costs, expenses and reasonable attorneys' fees.
15. ADDITIONAL DOCUMENTS TO BE EXECUTED BY THE EXECUTIVE. The
obligations of the Corporation under this Agreement shall be subject to the
execution and delivery, by the Executive, of the Corporation's Business Code of
Conduct, and other standard in-processing documentation
9
normally required of all incoming employees. The obligations of the Executive
thereunder shall be additive and complementary to the Executive's obligations
hereunder.
16. INDEMNIFICATION. Executive shall be eligible for indemnification to
the fullest extent permitted under the Corporation's by-laws and covered by
directors and officers insurance coverage and indemnifications for acts and
omissions in accordance with the Corporation's applicable policies.
17. MISCELLANEOUS. This Agreement constitutes the entire agreement, and
supersedes all prior agreements, of the parties hereto relating to the subject
matter hereof, and there are no written or oral terms or representations made by
either party other than those contained herein. The validity, interpretation,
performance and enforcement of this Agreement shall be governed by the laws of
the State of Florida. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement effective as of the day and year first above written.
SPLINEX TECHNOLOGY INC. EXECUTIVE
By:
--------------------------------- ------------------------------------
Name: Kevin P. Fitzgerald Michael Stojda
Title: Director
10