Exhibit 10(b)
RESTATED
EMPLOYMENT AGREEMENT
BETWEEN
JERELL, INC.
AND
EDWARD D. VIERLING
EFFECTIVE AS OF NOVEMBER 1, 1994
RESTATED EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into effective as of the
1st day of November, 1994, by and between Jerell, Inc., a Texas corporation
(the "Employer") and Edward D. Vierling (the "Employee").
R E C I T A L S:
A. Employer sells and merchandises garment items;
B. Employer desires to engage Employee as President and Chief
Executive Officer of Employer to perform the services required of him by the
terms hereof;
C. Employee desires to accept employment as President and Chief
Executive Officer of Employer.
D. Employer desires to protect its legitimate business interests.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties do hereby agree as follows:
ARTICLE I
ASSOCIATION AND RELATIONSHIP
1.1 NATURE OF EMPLOYMENT. Employer acting through its Board of
Directors shall direct, control, and supervise the duties and work of
Employee in Employee's capacity as a President and Chief Executive Officer of
Employer.
1.2 NATURE OF RELATIONSHIP. Employee shall be employed as President and
Chief Executive Officer of Employer, and Employee agrees to devote such time
and attention to Employer's business as may be necessary to accomplish his
assigned responsibilities and duties with such duties as may be assigned to
him from time to time by Employer; provided that only duties of the type,
nature and dignity normally assigned to an officer of his position in a
company of the size and nature of Employer may be assigned to Employee.
Employee agrees to perform his duties in accordance with any reasonable rules
and regulations promulgated by Employer. It is expressly agreed that the
continued employment of Employee by Employer from the date of this Agreement
is part of Employee's consideration for this Agreement. Employer may not
relocate Employee's principal office from the Dallas, Texas area without
Employee's prior written consent.
1.3 EXCLUSIVE SERVICES. Employee shall devote substantially his entire
working time and attention to Employer's business and affairs, except for
reasonable vacations and except for
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illness or incapacity and shall not, without the consent of the Board of
Directors, either directly or indirectly, engage in any other profession or
business which would interfere with Employee's duties and responsibilities
hereunder. Passive and personal investments and the conduct of private
business affairs shall not be prohibited under the Agreement to the extent
that such activities do not detract from Employee's duties and
responsibilities.
1.4 SATISFACTION. Employee agrees that he will faithfully, promptly and
to the best of his ability, experience and talent perform all of the duties
that may be required of and from him pursuant to the express and implicit
terms hereof.
ARTICLE II
COMPENSATION AND EXPENSES
2.1 COMPENSATION. In consideration for his services, Employer agrees
that during the term of this Agreement, Employee shall be paid a salary of
$200,000 annually, payable in accordance with the normal payroll practices of
Employer during the period of Employee's employment under this Agreement.
2.2 BONUS. Employee shall be entitled to receive the following bonus
payments based upon Employee's performance hereunder and, in particular,
Employee's performance as the Chief Executive Officer of the Dress Division:
A. BASE BONUS. Employee shall be entitled to receive a Base Bonus
(herein so called) of 5% of the net profits before taxes of the Dress
Division (herein so called, which includes all division and profit centers of
the Employer other than the Multiples Division) for the Employer's fiscal
year if the Dress Division's net profits before taxes are $1 million or less.
B. EXCESS BONUS. The net profits before taxes of the Dress
Division in excess of $1 million for the Employer's fiscal year (the "Excess
Profits") shall be divided into three equal parts and applied and utilized as
follows:
1. The "first part" of the Excess Profits shall be divided
among the employees of the Dress Division as determined by Employee,
provided, however, Employee shall only be entitled to receive a maximum of
50% of the "first part" share of the Excess Profits, referred to herein as
the "Excess Bonus".
2. The "second part" of the Excess Profits shall be utilized
by the Employer for corporate purposes.
3. The "third part" of the Excess Profits shall be combined
with the third part of the "Multiples Division Excess Profits" (defined
below) to create a "Corporate Fund" (defined below) out of which Employee may
be entitled to receive a "Corporate Bonus" (defined below), all as provided
in subparagraph C below.
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C. CORPORATE BONUS. Employee shall also be entitled to receive a
bonus out of a Corporate Fund (herein so called) made up of the "third part"
of the Excess Profits referred to in subparagraph B above and the "third
part" of the Multiples Division's Excess Profits (herein so called), all of
which Corporate Fund shall be subject to adjustments as provided below. The
Multiples Division's net profits before taxes in excess of $1 million for the
Employer's fiscal year shall be referred to as the "Multiples Division's
Excess Profits". The Multiples Division's Excess Profits shall be divided
into three equal parts, the first two parts of which Employee shall not be
entitled to participate. The "third part" of Multiples Division's Excess
Profits shall be added to the Corporate Fund. The Corporate Fund shall then
be reduced by ESOP contributions, interest on the ESOP debt (or, if the ESOP
debt is renegotiated, debt service to third-party lenders; provided,
however, there shall be no duplication of deductions - for example, if the
ESOP debt is paid by the ESOP out of ESOP contributions made by Employer, the
ESOP contributions will be deducted but not the debt payments by the ESOP)
and the remaining amount of corporate general, administrative and data
processing expenses not previously allocated to the Dress and Multiples
Divisions. Employee shall be entitled to a Corporate Bonus (herein so called)
equal to the lesser of (i) 25% of such remaining amount of the Corporate Fund
or (ii) 25% of the Corporate Fund.
D. DEFINITION OF NET PROFITS. The term "net profits before taxes"
as used herein with respect to the Dress and Multiples Divisions shall mean
all revenue from sales of garments derived from the Dress Division or the
Multiples Division, as the case may be, minus expenses incurred by such
Division, including (i) factoring fees and costs allocable to that Division
as well as (ii) such Division's share of corporate data processing costs and
expenses and corporate general and administrative expenses which corporate
expenses in the aggregate shall not exceed 10% of such Division's revenue.
Net profits before taxes for the Dress Division and Multiples Division, as
the case may be, and the Employer's net profits before taxes shall be
determined by the Employer in accordance with its historical internal
accounting practices as consistently applied for prior periods.
E. BONUS PAYMENTS. Employee shall be entitled to receive Base
Bonus, Excess Bonus and Corporate Bonus (collectively the "Bonus") payments
based on the Employer's then current fiscal year. Until such time as the
cumulative net profits before taxes for the current fiscal year are
determined, Employee shall be entitled to receive on a cumulative basis for
each fiscal quarter 50% of the Base Bonus, Excess Bonus and Corporate Bonus
accumulated through the then current fiscal quarter, such amount of the Bonus
to be paid not later than 45 days following the end of the first three fiscal
quarters and 90 days following the end of the Employer's fiscal year (for the
final fiscal quarter) and at the same time the final bonus payment for the
fiscal year shall be calculated and paid. In the event Employee's share of
the Bonus is overpaid during any fiscal quarter or fiscal year, the amount of
such overpayment may be offset against any future Bonus payments to Employee
hereunder. At Employee's option all or any portion of Employee's Bonus may be
paid in the form of or applied for the purchase of Employer common stock
which may be subject to a stock restriction agreement which, among other
things, values such shares of common stock at the book value per share as of
the end of the Employer's fiscal year as determined by the accountant's
annual audit report; provided, however, Employee's right to elect to receive
Employer stock shall
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terminate immediately upon receipt of written notice of termination or an
event of termination provided for herein, whichever is the first to occur. In
no event shall Employee be permitted to acquire shares under this Agreement
and under any other agreement which would reduce the Frankel Shares equity
interest in the Company to less than 51% unless otherwise specifically
permitted by such agreement. Employee may receive or purchase shares at their
book value determined as of the end of the Employer's fiscal year in which
the Employee's Bonus is earned.
2.3 OTHER BENEFITS. The Employee shall be eligible to participate in
the Employer's ESOP and in other group plans currently maintained by the
Employer on the same terms and conditions as other employees of the Employer.
2.4 EXPENSES. Employer agrees to pay all travel and other expenses of
Employee incident to Employee's rendering services to the Employer subject to
proper documentation by Employee.
ARTICLE III
CONFIDENTIAL INFORMATION
3.1 NONDISCLOSURE. Employee expressly covenants and agrees that he
will not, during his employment with Employer or for a period of two years
after the termination hereof, irrespective of the manner or cause of the
termination, directly or indirectly, reveal, divulge, disclose, or
communicate to any person, firm, or corporation, other than authorized
officers, directors, and employees of Employer, in any manner whatsoever, any
Confidential Information (herein defined) of Employer or any of its
subsidiaries or affiliates without the prior written consent of a duly
authorized officer of Employer.
3.2 DEFINITION OF "CONFIDENTIAL INFORMATION". As used herein,
"Confidential Information" means information of any kind, nature, and
description disclosed to, discovered by, or otherwise known by Employee as a
direct or indirect consequence of or through his employment with Employer,
not generally known in the businesses in which Employer is or may become
engaged (other than through or as a result of Employee's unauthorized
disclosure), about Employer's business, merchandise, processes and services,
including, but not limited to, information relating to Employer's research,
developments, inventions, product lines, designs, purchasing, finances and
financial affairs, marketing, merchandising, clients, customers or persons or
concerns likely to become clients or customers, any past or present
merchandise or supply sources, or persons or concerns likely to become
merchandise or supply sources in the future, system designs, procedure
manuals, the prices it obtains or has obtained or at which it sells or has
sold its services or products, the names of its personnel, automated data
programs, reports, personnel procedures, and supply and service resources.
Without regard to whether any or all of the foregoing matters would be deemed
to be confidential, material, or important, the parties hereto stipulate that
between them, the same are important, material, and confidential and if
disclosed would materially affect the successful conduct of the business of
the Employer and its goodwill.
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3.3 RETURN OF EMPLOYER INFORMATION. Upon termination of this Agreement
or Employee's employment, unless authorized to the contrary in writing by a
duly authorized officer of Employer, Employee will surrender to Employer all
proprietary information relating to Employer and its business, including, but
not limited to, Confidential Information, all lists, rolodex cards, charts,
schedules, reports, financial statements, books and records, designs, and all
copies thereof, of Employee (regardless of whether such information may have
been prepared or compiled by Employee) and any and all other property
belonging to Employer whatsoever. Employee shall have no right to copy or
otherwise reproduce any of the items set forth above, which items are the
sole and exclusive property of the Employer.
ARTICLE IV
EMPLOYEE COVENANTS
As a condition to continued employment and in consideration of the
compensation paid to Employee under Paragraph 2.1 and the Bonus structure set
forth in Paragraph 2.2, the benefits provided under the Succession Agreement
dated March 15, 1995, of which this Agreement is a part and the disclosure of
Confidential Information, Employee hereby agrees that for a period of 12
months following Employee's termination of employment and for the period
extending beyond the 12 months in which Employee is receiving payments
provided for hereunder, Employee will not directly or indirectly, either
through any kind of ownership (other than ownership of securities of a
publicly held corporation of which Employee owns less than one percent of any
class of outstanding securities), or lending relationship or as a director,
officer, principal, agent, employee, employer, advisor, consultant,
co-partner, or in any individual or representative capacity whatever, either
for his own benefit or for any other person or business entity, without the
written consent of the Employer:
(i) compete in any way with the Dress Division of Employer anywhere
in the United States;
(ii) hire any employee of Employer or in any way try to influence any
employee of Employer to terminate his employment with Employer; and
(iii) directly or indirectly request or advise any present or future
merchandise resource, supply resource, or service resource of the Employer to
withdraw, curtail or cancel the furnishing of sales of merchandise, supplies
or services to the Employer.
Anything in this Article IV to the contrary notwithstanding, the covenant
contained in paragraph (i) above shall be applicable only in the event
Employee voluntarily terminates employment hereunder or is terminated for
"cause" (as defined herein) by the Employer.
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ARTICLE V
SURVIVAL OF COVENANTS
In the event of termination of this Agreement for any reason, then the
covenants contained in Article III and Article IV hereof shall survive the
termination of Employee's employment with Employer. Employee agrees that the
salary, bonus, participation in the benefit plans of the Employer, access to
Confidential Information and benefits derived from the Succession Agreement
dated March 15, 1995, constitute full and complete compensation to Employee
for all Employee's obligations, covenants and services and for all general
and specific assignments under this Agreement.
ARTICLE VI
ENFORCEMENT OF COVENANTS
6.1 SPECIFIC PERFORMANCE, ETC. Employee agrees that a violation on his
part of any covenant contained in Article III and IV of this Agreement will
cause such damage to Employer as will be irreparable and for that reason,
Employee further agrees that Employer shall be entitled as a matter of right,
to an injunction out of any court of competent jurisdiction, restraining any
further violation of said covenants by Employee, his employer, employees,
partners, or agents. Such right to injunction shall be cumulative and in
addition to whatever other remedies Employer may have, including,
specifically, recovery of damages. Employee and Employer expressly
acknowledge and agree that such covenants and agreements shall be construed
in such a manner as to be enforceable under applicable laws if a court of
competent jurisdiction determines that limitations on such covenants and
agreements are required.
6.2 COST AND EXPENSES. The non-prevailing party shall reimburse the
prevailing party for any reasonable legal fees, costs and expenses incurred
by the prevailing party in a proceeding to secure the performance of the
covenants contained in this Agreement or in establishing damages for the
breach thereof, or in obtaining any other appropriate relief hereunder.
6.3 INDEPENDENT COVENANTS. The covenants and agreements contained in
Articles III and IV herein shall be construed as covenants or agreements
independent of any other provision of this Agreement and the allegation or
existence of any claim or cause of action of Employee against Employer,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Employer of the covenants contained
therein; provided, however, if Employer is in default of any salary or Bonus
payments required to be made to Employee hereunder and fails to make such
payment 30 days after receipt of written notice of default from Employee, then
the covenants contained in Article IV shall not be enforceable against
Employee.
6.4 VALIDITY. It is the intent of the parties that the provisions
contained in this Agreement, in particular, the covenants contained in
Articles III and IV hereof shall, to the
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fullest extent permissible under law and public policy, be enforced by the
courts of each state and jurisdiction in which enforcement is sought and that
unenforceability (or the modification necessary to conform with such law and
public policy) of any part of such covenants shall not be deemed to render
unenforceable any other part of those covenants. Accordingly, if any part of
Articles III and IV hereof shall be adjudicated to be invalid or
unenforceable in any action or proceeding in which Employee, his heirs,
executors, and administrators and the Employee, its successors or assigns,
are parties, whether in its entirety or except as modified as to the
duration, territory or otherwise, then such part shall be deemed deleted or
amended, as the case may be, from the Agreement in order to render the
remainder of those articles valid and enforceable. Any such deletion or
amendment shall apply only where the court rendering the same has
jurisdiction.
6.5 EMPLOYEE REPRESENTATIONS. Insofar as the covenants set out in
Articles III and IV are concerned, Employee specifically acknowledges and
agrees as follows: (i) the covenants are reasonable and necessary to protect
the goodwill and business interest of the Employer; (ii) the time duration
and geographical area limitations of the covenants are reasonable and
necessary to protect the goodwill and business interest of the Employer;
(iii) the consideration for the covenants is the employment and continued
employment of Employee by the Employer and the monetary considerations set
forth in Article II hereof; (iv) the covenants are not oppressive to Employee
and do not impose a greater restraint on Employee than is necessary to
protect the goodwill and other business interests of the Employer; and (v)
upon termination of employment hereunder for any reason Employee believes he
will be able to earn a livelihood without violating the provisions of
Articles III and IV.
ARTICLE VII
TERM OF AGREEMENT
7.1 TERM. Except for earlier termination specifically provided for
herein, the term of this Agreement shall commence on November 1, 1994, and
shall be in force until October 31, 1999.
7.2 DEATH OR DISABILITY.
A. DEATH. Subject to the provisions of this Section 7.2, this
Agreement shall terminate on the death of Employee. Any accrued salary payable
to Employee at the time of his death shall be paid to Employee's estate or
legal representative (the "Estate") within seven days following the date of
death. Employer shall also pay to the Estate an amount equal to the Bonus to
which Employee would otherwise have been entitled with respect to the pro
rata portion of the fiscal quarter during which his death occurred. Such
Bonus shall be computed and paid in accordance with Section 2.2 for the pro
rata portion of the fiscal year through Employee's date of death.
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B. DISABILITY. Subject to the provisions of this Section 7.2,
this Agreement shall terminate in the event that Employee is determined to be
Disabled (herein defined) when he is unable to continue his normal duties of
employment by reason of a medically determined physical or mental impairment
for a cumulative period of at least sixty (60) days. For the purposes of
this Agreement, Employee is "Disabled" when, due to a physical or mental
condition, he is unable to continue his normal duties. If the parties cannot
mutually agree upon whether Employee is disabled for the purposes of this
Agreement, then the Employer and Employee (or if Employee is incapacitated or
unable to make the appointment, then Employee's spouse or personal
representative) shall each appoint one doctor of medicine licensed to
practice in Texas, and the two doctors so appointed shall determine if
Employee is in fact disabled for the purpose of this Agreement. If the two
doctors so appointed cannot agree if Employee is Disabled, they shall appoint
a third doctor of medicine and the decision of the majority shall be binding
on all parties. If Employee is on the Board of Directors of Employer,
Employee's vote in selecting the Employer's doctor shall not be counted in
making that decision even if the remaining directors voting are less than a
quorum. Employee shall also be entitled to receive as disability pay an
amount equal to his salary for a period of 12 months following the
termination of employment for disability, the payment of which may be offset
against any disability insurance payment from policies provided by and paid
for by the Employer. In addition, Employer shall pay to Employee as
disability pay an amount equal to the Bonus to which Employee would have
otherwise been entitled with respect to the pro rata portion of the fiscal
quarter during which he was determined to be disabled. Such Bonus shall be
computed and paid in accordance with Section 2.2 for the pro rata portion of
the fiscal year through the date his disability commenced.
7.3 MISCONDUCT. Without notification to Employee, except as provided
below, Employer may terminate Employee's employment hereunder for "cause".
The term "cause" as used herein shall mean either: (i) the conviction of
Employee of or a plea of nolo contendre by Employee to any felony or
misdemeanor perpetrated against Employer and having a material adverse effect
on Employer, (ii) the violation of any reasonable code of conduct which is
adopted by Employer (upon approval by its Board of Directors) and is
applicable generally to Employer's employees or (iii) the determination by
Employer's Board of Directors (by resolution adopted in good faith after
opportunity for a hearing for Employee and his counsel) that Employee has
perpetrated an action against Employer that would constitute a felony, or a
misdemeanor having a material adverse effect on Employer; PROVIDED, that the
Board on its own motion or Employee after an adverse determination by the
Board may refer the matter to the American Arbitration Association to
determine whether Employee's conduct meets the test set forth above. If
Employer believes Employee has violated such code of conduct, Employer shall
give written notice thereof to Employee. Employee's alleged conduct shall not
constitute a violation of the code of conduct if Employee ceases such conduct
within 30 days after receipt of written notice from Employer. In the event
Employee is terminated for cause, Employee shall not be entitled to any
salary, Bonus, or any other payment for periods after the date of
termination. Employer shall have no right to terminate this Agreement except
for "cause" as provided for herein. If Employer should, in violation of this
Agreement, terminate Employee's employment without "cause" (as defined
above), Employer shall pay to Employee as partial liquidated damages, the
full amount of salary and Bonus payments Employee would have been
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entitled to receive during the remaining term of this Agreement, at the time
such payments would have been payable hereunder; provided, however, such
payments may be reduced by compensation and benefits received by Employee
from any new employer if Employee obtains employment elsewhere.
7.4 TERMINATION BY EMPLOYEE. Employee may voluntarily terminate
employment hereunder by giving 30 days' advance written notice of such
termination to Employer. In the event Employee exercises his right to
terminate this Agreement, Employee shall be entitled only to accrued salary
to the date of termination and Bonus accrued for the fiscal quarter preceding
the quarter in which the notice of termination is given. Such Bonus payments
shall be made at the time and in accordance with Section 2.2E hereof.
7.5 MUTUAL AGREEMENT. Employee's employment under this Agreement may be
terminated by the mutual written agreement of Employee and Employer.
ARTICLE VIII
MISCELLANEOUS
8.1 NOTICE. All notices provided for by this Agreement shall be made in
writing, (a) either by actual delivery of the notice to the party thereunto
entitled; or (b) by the mailing of the notice in the United States mail
addressed to the party to be notified at the address listed below (or at such
other address as may have been designated by written notice), certified or
registered mail, return receipt requested. The notice shall be deemed to be
received (a) if by personal delivery, on the date of its actual receipt by
the party entitled thereto or (b) if by mail, three (3) days after the date
of deposit in the United States mail.
Jerell, Inc. Edward D. Vierling
1431 Regal Row 1901 Kings Isle Drive
Dallas, Texas 75247 Plano, Texas 75093
8.2 ENTIRE AGREEMENT. This Agreement, the Succession Agreement and
agreements related thereto contain the entire agreement of the parties hereto
and supersede all prior agreements and understandings, oral or written, if
any, between the parties hereto. No modification or amendment of any of the
terms, conditions, or provisions herein may be made otherwise than by written
agreement signed by the parties hereto.
8.3 GOVERNING LAW. The laws of the State of Texas shall govern the
validity, construction, enforcement and interpretation of this Agreement.
8.4 PARTIES BOUND. This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of Employer,
Employee, and their respective heirs, personal representatives, successors,
and assigns; provided, however, that Employee may not assign any rights or
obligations hereunder without the express written consent of Employer.
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This Agreement shall also bind and inure to the benefit of any successor of
Employer by merger or consolidation, or any assignee of all or substantially
all of Employer's properties or stock.
8.5 DESCRIPTIVE HEADINGS. Titles to paragraphs herein are for
information purposes only and shall not be used for interpretation of this
Agreement.
8.6 MULTIPLE COUNTERPARTS. This Agreement has been executed in a number
of identical counterparts, each of which for all purposes is to be deemed an
original, and all of which constitute, collectively, one agreement; but in
making proof of this Agreement, it shall not be necessary to produce or
account for more than one such counterpart.
8.7 INVALID PROVISIONS. If any provision of this Agreement is held to
be illegal, invalid, or unenforceable under present or future laws effective
during the term, including renewals, of this Agreement, such provision shall
be fully severable; this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part of
this Agreement; and the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected by the illegal, invalid,
or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of each such illegal, invalid, or unenforceable
provision there shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid, and enforceable.
8.8 WAIVERS AND CONSENTS. One or more waivers of any covenant, term,
or provision of this Agreement by any party shall not be construed as a
waiver of a subsequent breach of the same covenant, term, or provision, nor
shall it be considered a waiver of any other then existing or subsequent
breach of a different covenant, term, or provision. The consent or approval
by either party to or of any act by the other party requiring such consent or
approval shall not be deemed to waive or render unnecessary consent to or
approval of any subsequent similar act. No custom or practice of either party
shall constitute a waiver of either party's rights to insist upon strict
compliance with the terms hereof.
8.9 FORUM SELECTION. THE PARTIES HERETO AGREE THAT SHOULD ANY LEGAL
SUITS, ACTIONS OR PROCEEDINGS ARISING WITH REGARD TO THIS AGREEMENT OR THE
ENFORCEMENT OF ANY TERMS, CONDITIONS, REPRESENTATIONS AND WARRANTIES BE
INSTITUTED BY ANY PARTY HERETO, SUCH SUITS, ACTIONS OR PROCEEDINGS SHALL BE
INSTITUTED ONLY IN THE STATE OR FEDERAL COURTS IN THE COUNTY OF DALLAS, STATE
OF TEXAS, AND THE PARTIES HERETO DO HEREBY WAIVE CONSENT TO THE JURISDICTION
OF SUCH COURTS AND WAIVE ANY OBJECTION WHICH THEY MAY HAVE NOW OR HEREAFTER
TO THE VENUE OF ANY SUCH SUITS, ACTIONS OR PROCEEDINGS.
8.10 SERVICE OF PROCESS. SERVICE OF ANY AND ALL PROCESS WHICH MAY BE
SERVED ON ANY PARTY IN ANY SUIT, ACTION OR PROCEEDING MAY BE MADE IN THE
MANNER AND TO THE ADDRESS
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PROVIDED FOR IN SECTION 8.1 ABOVE AND SERVICE THUS MADE SHALL BE TAKEN AND
HELD TO BE VALID PERSONAL SERVICE UPON SUCH PARTY BY ANY PARTY TO THIS
AGREEMENT ON WHOSE BEHALF SUCH SERVICE IS MADE.
IN WITNESS WHEREOF, this Agreement is signed and executed as of the day
and year first above written.
EMPLOYER:
JERELL, INC.
Date signed: March 15, 1995 By: /s/ illegible
------------------------------
EMPLOYEE:
Date signed: March 15, 1995 /s/ Edward D. Vierling
---------------------------------
Edward D. Vierling
49398SAM
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