EXHIBIT 10.27


 


[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY
WJ COMMUNICATIONS, INC. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.]


 





 


WJ
COMMUNICATIONS, INC.


401
RIVER OAKS PARKWAY


SAN
JOSE, CALIFORNIA 95134


 


December 21, 2005


 


Mr. Mark Knoch


 


Re: Employment Agreement


 


Dear Mr. Knoch:


 


This
letter agreement (this “Agreement”) sets forth the terms and conditions of your
employment with WJ Communications, Inc. (the “Company”), effective as of August 8,
2005  (the “Effective Date”).


 


1.                                       Employment
and Services. The Company shall employ you as Vice President of Operations
of the Company, for the period beginning on the Effective Date and ending upon
termination pursuant to Section 4 below (the “Employment Period”). During
the Employment Period, you shall render such services to the Company and its
affiliates and subsidiaries as the Chief Executive Officer and the Board of
Directors of the Company shall reasonably designate from time to time, and you
shall devote your best efforts and full time and attention to the business of
the Company.


 


2.                                       Compensation.


 


a.                                       Annual
Base Salary. The Company shall pay you an annual base salary (“Annual Base
Salary”) of Two Hundred Thousand Dollars ($200,000) during the Employment
Period, subject to annual review in each year of the Employment Period
thereafter (for any partial year during the Employment Period, the Annual Base
Salary shall be prorated based on the number of days during such year on which
you are employed by the Company). The first such annual review will occur
during or about April 2006. Your Annual Base Salary may be increased
in years following the first year of employment but may not be decreased. As
used herein, the term “Annual Base Salary” refers to the Annual Base Salary as
so increased. Such Annual Base Salary shall be payable in installments in
accordance with the Company’s regular payroll practices.


 


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b.                                      Bonus.
In addition, subject to the immediately subsequent Section, you will be
eligible to receive a bonus, calculated and paid based upon the current plan
(but not to exceed yearly), to be paid as soon as practicable after each plan
period, but not later than one hundred twenty (120) days after the end of each
such plan period. In order to determine the amount of such bonus, the Company
shall determine appropriate business targets and certain individual objectives
for you for each plan period, and your bonus for each such plan period shall be
based upon the extent to which the Company and you attain such targets and
objectives. Your plan period target bonus shall be 60% of your plan period Base
Salary. The determination of appropriate business targets with respect to each
plan period shall take place not later than thirty (30) days following the
receipt by the Board of Directors of the Company from the Company’s senior
management of the Company’s operating budget with respect to such fiscal period.
You will be guaranteed $20,000 bonus for the year ending 2005. You will also
received a sign-on bonus of $20,000, less application taxes, upon commencing
employment.


 


c.                                       Notwithstanding
anything herein to the contrary, there shall be deducted or withheld from all
amounts payable to you under this Agreement amounts for all federal, state,
city or other taxes required by applicable law to be so withheld or deducted
and any other amounts authorized for deduction by or required by law.


 


3.                                       Options.


 


a.                                       Performance-Vested
Restricted Stock. 75,000 Shares of the Restricted Stock shall vest based on
performance (“Performance Shares”) subject to the terms and conditions of the
Plan and the applicable Performance Restricted Stock Agreement (the “Performance
Award”). The Performance Shares shall vest upon ***.


 


b.                                      Options.
You will be granted as of the Effective Date a non-qualified stock option to
purchase 450,000  shares of Common Stock
of the Company, with a per share exercise price equal to the per share fair
market value of the Common Stock of the Company as of the Effective Date (the “Option
Grant”). The Option Grant will be in accordance with WJ Communications, Inc.
2000 Employee Stock Incentive Plan and shall be subject to the terms and
conditions set forth in the attached Executive Time Vesting Stock Option
Agreement (the “Option Agreement”) to be entered into between the Company and
you simultaneously with entering into this Agreement. Any of the foregoing and
the terms and conditions of the Option Agreement to the contrary notwithstanding,
upon the earlier to occur of (A) the termination of your employment within
six (6) months of the occurrence of a Change in Control (as defined in the
Executive Time Vesting Stock Option Agreement), which termination is (i) by
the Company other than for Cause (as defined below), or (ii) by you with
Good Reason (as defined below), you shall be fully vested in any then unvested
shares under the Option Grant (it being understood that there shall not be
accelerated vesting of the shares under the Option Grant upon any other
termination of your employment).


 


8.                                       Benefits.
During the Employment Period, you shall be entitled to participate in the
Company’s fringe benefit plans for its executives, subject to and in accordance
with applicable eligibility requirements, such as group medical, dental and
vision care insurance, executive medical reimbursement, tax preparation,
401(k), employee stock purchase program, life and disability insurance plans
and all other benefit plans (other than severance and equity-based plans or
arrangements) generally available to the Company’s executive officers. In
addition, the Company will reimburse your reasonable out-of-pocket expenses
incurred in connection with the performance of your duties hereunder,
consistent with Company policy. You shall be entitled to take time off in
accordance with the Company’s top management vacation policy.


 






***                           CONFIDENTIAL MATERIAL REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


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9.                                       Termination
and Severance. The Employment Period shall terminate on the first to occur
of (i) thirty (30) days following written notice by you to the Company of
your resignation without Good Reason (it being understood that you will
continue to perform your services hereunder during such thirty (30) day
period if requested, but the Company may terminate your services sooner if
it so elects), (ii) thirty (30) days following written notice by you to
the Company of your resignation with Good Reason (it being understood that you
will continue to perform your services hereunder during such thirty (30)
day period provided that the Company does not elect to terminate your
employment sooner if it so elects), (iii) your death or Disability, (iv) a
vote of the Board of the Company directing such termination for Cause, (v) a
vote of the Board of the Company directing such termination without Cause, or (vi) the
third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”);
provided, however, that the Scheduled Expiration Date shall be automatically
extended for successive one-year periods unless, at least ninety (90) days
prior to the then-current Scheduled Expiration Date, either the Company or you
shall give written notice to the other of an intention not to extend the
Employment Period. In the event of termination of the Employment Period
pursuant to clause (ii) or (v) above, the Company shall pay to you an
amount equal to your Annual Base Salary as in effect immediately prior to the
termination of the Employment Period, such amount to be paid periodically in
accordance with the Company’s regular payroll practices over the twelve (12)
month period immediately following such termination (the “Severance Benefit”).


 


Not withstanding the preceding
sentence, the Severance Benefit shall be computed as an amount equal to one
hundred fifty percent (150%) of your Annual Base Salary as in effect
immediately prior to the termination of the Employment Period and shall be paid
periodically in accordance with the Company’s regular payroll practices over
the twelve (12) month period immediately following such termination solely in a
circumstance in which there has occurred a Change in Control (as defined in the
Option Agreement) within three (3) months prior to any termination by you
for Good Reason or by the Company without Cause. Notwithstanding anything in
this Agreement to the contrary, in the event that payment of the Severance
Benefit, either alone or together with other payments (or the value of other
benefits) which you have the right to receive from the Company in connection
with a Change in Control, would not be deductible (in whole or in part) by the
Company as a result of the Severance Benefit or other payments or benefits
constituting a “parachute payment” within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”), the Severance
Benefit (or, at your election, such other payments and/or benefits, or a
combination of such other payments and/or benefit and/or the Severance Benefit)
shall be reduced to the largest amount as will result in no portion of the
Severance Benefit (or such other payments and/or benefits) not being fully
deductible by the Company as a result of Section 280G of the Code. The
determination of the amount of any such required reduction pursuant to the
foregoing provision, and the valuation of any non-cash benefits for purposes of
such determination, shall be made exclusively by the firm that was acting as
the Company’s auditors prior to the Change in Control (whose fees and expenses
shall be borne by the Company, and such determination shall be conclusive and
binding).


 


Except
as otherwise set forth in this Section 5 or pursuant to the terms of
employee benefit plans in which you participate pursuant to Section 4, you
shall not be entitled to any compensation or other payment from the Company in
connection with the termination of your employment hereunder. In addition to
the Severance Benefit, under circumstances in which the Severance Benefit is
payable, you shall also remain eligible to receive group health insurance
benefits under the Company’s benefit plans for one year following the
termination of your employment with the Company so long as such benefit plans
permit such continued participation (or for three years following the
termination of your employment with the Company in the event that the enhanced
Severance Benefits are payable in connection with a Change in Control pursuant
to the third sentence of the first paragraph of this Section 5) (the “Termination
Benefit”).


 


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For
purposes of this Agreement, the following definitions will apply:  (a) “Good Reason” shall mean the
occurrence of any of the following without your consent which shall remain
uncured for a period of not less than thirty (30) days following your delivery
of notice of such occurrence to the Company (it being understood that your
failure to deliver such notice in a timely manner shall waive your rights to
allege Good Reason):  (i) the
transfer of your principal place of employment to a geographic location more
than 50 miles from the current location of the Company’s principal
headquarters, or (ii) any material breach of this Agreement by the Company
which is not cured or which the Company is not undertaking to cure within
thirty (30) days after the Company has received written notice from you
identifying the breach in reasonable detail; (b) “Cause” shall mean any of
the following acts or circumstances:  (i) willful
destruction by you of Company property having a material value to the Company, (ii) fraud,
embezzlement, theft, or comparable dishonest activity committed by you against
the Company, (iii) your conviction of or entering a plea of guilty or nolo
contendere to any crime constituting a felony or any misdemeanor involving
fraud, dishonesty or moral turpitude, (iv) your breach, neglect, refusal,
or failure to discharge your duties under this Agreement (other than due to Disability)
or any Company policy or your failure to comply with the lawful directions of
the President, CEO or the Board of the Company, in any such case that is not
cured within fifteen (15) days after you have received written notice thereof
from the President, CEO or the Board of the Company, or (v) a willful and
knowing misrepresentation to the President, CEO or the Board of the Company;
and (c) “Disability” shall mean that for a period of three (3) consecutive
months or an aggregate of four (4) months in any twelve (12) month period
you are incapable of substantially fulfilling the duties of your positions as
set forth in Section 1 because of physical, mental or emotional
incapacity, injury, sickness or disease. With regard to the definition of “Disability”
in clause (c) above, any question as to the existence or extent of the
Disability upon which you and the Company cannot agree shall be determined by a
qualified, independent physician selected by the Company. The determination of
any such physician shall be final and conclusive for all purposes; provided,
however, that you or your legal representatives shall have the right to present
to such physician such information as to such Disability as you or they may deem
appropriate, including the opinion of your personal physician.


 


10.                                 Confidential
Information. You acknowledge that information obtained by you while
employed by the Company or any affiliate thereof concerning the business or
affairs of (i) the Company, its affiliates and subsidiaries or (ii) any
enterprise which is the subject of an actual or potential transaction (“Potential
Transaction”),considered, evaluated, reviewed or otherwise, made known to Fox
Paine & Company, LLC, the Company, its affiliates or subsidiaries, or
you (“Confidential Information”) is the property of the Company. You shall not,
without the prior written consent of the Board of the Company, disclose to any
person or use for your own account any Confidential Information except (i) in
the normal course of performance of your duties hereunder, (ii) to the
extent necessary to comply with applicable laws (provided that you shall give
the Company prompt notice [providing a reasonable time for the Company to seek
a protective order] prior to any such disclosure), or (iii) to the extent
that such information becomes generally known to and available for use by the
public other than as a result of your acts or omissions to act. Upon
termination of your employment or at the request of the President, CEO or the
Board of the Company at any time, you shall deliver to the President, CEO or
the Board all documents containing Confidential Information or relating to the
business or affairs of the Company, its affiliates and subsidiaries that you may then
possess or have under your control.


 


11.                                 Non-Solicitation.


 


a.                                       Non-Solicitation. As a means
reasonably designed to protect the Company’s Confidential Information, you
agree that, for a period of twelve (12) months from the conclusion of the
Employment Period, you will not directly, indirectly or as an agent on behalf
of or in conjunction with any person, firm, partnership, corporation or other
entity (i) hire, solicit, encourage the resignation of or in any other
manner seek to engage or employ any person (other than your personal assistant)
who is then, or within the prior three (3) months had been, an employee of
the Company, whether or not for compensation and whether or not as an officer,
consultant, adviser, independent sales representative, independent contractor
or participant, or (ii) contact, solicit, service or otherwise have any
dealings related to the sale, manufacture, distribution, marketing or provision
of products, components, equipment, hardware, other technology or services (of
any sort) in the wireless communications industry or any other industry or
business or prospective industry or business in which the Company materially
participates or has taken material steps toward participating in as of such
conclusion and actually enters such business within twelve (12) months
thereafter, with any person or entity with whom the Company has a current
business relationship or with whom the Company develops such a relationship
during the Employment Period (including without limitation any customers,
vendors or suppliers); provided in each case described


 


4





















 


in this clause (ii) that such activity
by you does or could reasonably be expected to have a material adverse effect
on the relationship between the Company and any such third party.


 


b.                                      Scope
of Restriction. If, at the time of enforcement of this Section 7, a
court shall hold that the duration, scope or area restrictions stated herein
are unreasonable under circumstances then existing, the parties hereto agree
that the maximum duration, scope or area reasonable under such circumstances
shall be substituted for the stated duration, scope or area.


 


c.                                       Works
Made For Hire. You agree that all intellectual property rights,
developments, designs, computer software, inventions, applications and improvements,
including but not limited to trade names, assumed names, service names, service
marks, trademarks, logos, patents, copyrights, licenses, formulas, trade
secrets and technology, whether in design, methods, processes, formulae,
machines or devices and all other applications (collectively, “Inventions”),
whether made, created, invented, devised, acquired, succeeded to (whether by
devise, estate, testamentary disposition or otherwise), or developed for the
Company by you during the Employment Period or prior to the date of this
Agreement, other than Inventions made, created, invented, devised or developed
by you (i) on your own personal time, (ii) without the use of the
Company’s equipment, supplies, facilities and resources and (iii) which
are not related to the sale, manufacture, distribution, marketing development
or provision of products, components, equipment, hardware, other technology or
services (of any sort) in the wireless communications industry (collectively, “Unrelated
Inventions”), are works made for hire and shall be the exclusive property of
the Company without separate compensation to you. You will, at the request and
expense of the Company made at any time, execute and deliver to the Company or
its nominee such applications and instruments as may be desirable and
appropriate for obtaining for the Company or its nominee, patents, copyrights,
trademarks, know-how and other intellectual property protection of the United
States and all other countries for vesting in the Company or its nominee, all
of your claim, right, title and interest in said Inventions and for
maintaining, enforcing and funding the same, and to otherwise vest in or
evidence the Company’s or its nominee’s exclusive ownership of all of the
rights referred to herein. In the event that, for whatever reason, the results
of your past or future work for the Company should not be deemed to be works
made for hire, you agree to assign, and you hereby do assign, to the Company or
its nominee all claim, right, title and interest, in any country, to each and
every of the inventions that is the result of work done in the course of your
past or future employment by the Company, or that you create or develop, or
that you acquire by whatever means that was created or developed, in whole or in
part by using the Company’s equipment, supplies, resources or facilities. Each
and every such assignment is and shall be in consideration of this Agreement
with the Company, and no further consideration therefore is or shall be
provided to you by the Company. You hereby waive enforcement of any moral or
legal rights which might limit the Company’s rights to exploit any of the
foregoing materials in any manner.


 


d.                                      Equitable
Relief. You acknowledge that the provisions contained in Sections 6 and 7
of this Agreement are reasonable and necessary to protect the legitimate
interests of the Company, that any breach or threatened breach of such
provisions will result in irreparable injury to the Company and that the remedy
at law for such breach or threatened breach would be inadequate. Accordingly,
in the event of the breach by you of any of the provisions of Sections 6 and 7
of this Agreement, the Company, in addition and as a supplement to such other
rights and remedies as may exist in its favor, may apply to any court
of law or equity having jurisdiction to enforce this Agreement, and/or may apply
for and have the right to injunctive relief against any act that would violate
any of the provisions of this Agreement (without being required to post a bond).
You further agree that injunctive relief may be sought and obtained for
any breach or threatened breach of Section 6 or Section 7 without a
showing of irreparable injury, in order to prevent any such breach or
threatened breach. Such right to obtain injunctive relief may be
exercised, at the option of the Company, concurrently with, prior to, after, or
in lieu of, the exercise of any other rights or remedies that the Company may have
as a result of any such breach or threatened breach.


 


12.                                 Survival.
Any termination of your employment or of this Agreement shall have no effect on
the continuing operation of Sections 5, 6, or 7 for the periods specified
therein.


 


13.                                 Waiver
of Claims. You agree as a condition to your receipt of any Termination
Benefit or Severance Benefit pursuant to paragraph 5 hereof, you will agree, as
of the date of such termination, to waive, discharge and release any and all
claims, demands and causes of action, whether known or unknown, against the
Company, its affiliates and subsidiaries, and their respective current and
former directors, officers, employers, attorneys and agents arising out of,
connected with or incidental to your employment or other dealings with the
Company, its affiliates or subsidiaries, which you or anyone acting


 


5

















 


on your behalf might otherwise have had or
asserted and any claim to any compensation or benefits from your employment
with the Company or its affiliates (other than employee benefits to be provided
pursuant to the terms of paragraph 5 hereof or of any employee benefit plans as
set forth in paragraph 4 hereof). Notwithstanding anything contained herein to
the contrary, no Termination Benefit or Severance Benefit payments shall be
made under this Agreement or otherwise until such time as you have delivered an
executed release of claims and any applicable revocation periods under state or
federal law have expired. The Company agrees, as further consideration for your
waiver, to concurrently execute a waiver of unknown clams against you on terms
and conditions substantially identical to the waiver provided by you (it being
understood that the Company may specifically reserve claims identified in
writing by the Company at the time that such waiver is provided).


 


14.                                 Governing
Law. This Agreement and all questions concerning the construction, validity
and interpretation of this Agreement shall be governed by and determined in
accordance with the internal law, and not the law of conflicts, of the State of
California.


 


Notices.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given, if mailed, by registered or certified mail,
return receipt requested, or, if by other means, when received by the other
party at the address set forth herein, or such other address as may hereafter
be furnished to the other party by like notice. Notice or communication
hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the addressee if delivered other than by mail, and
in the case of mail, three days after the depositing of the same in the United
States mail as above stated (or, in the case of registered or certified mail,
by the date noted on the return receipt). Notices shall be addressed as
follows:


 


If to the
Executive:


Mr. Mark Knoch
 


If to the
Company:                                             WJ
Communications, Inc.


401 River Oaks Parkway


San Jose, CA 95134


Attention: 
Chief Executive Officer


 


Either party may change
the address to which said notices are to be sent or given by written notice of
such change to the other parties in the manner set forth above.


 


15.                                 Separability
Clause. Any part, provision, representation or warranty of this Agreement
which is prohibited or which is held to be void or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.


 


16.                                 Successors
and Assigns; Assignment of Agreement. This Agreement shall bind and inure
to the benefit of and be enforceable by the parties hereto and the respective
successors and assigns of the parties hereto. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successors to its
businesses and/or assets as aforesaid which assume and agree to perform this
Agreement by operation of law, or otherwise. This Agreement is personal to you
and without the prior written consent of the Company shall not be assignable by
you otherwise than by will or the laws of descent and distribution


 


17.                                 Waiver.
The failure of any party to insist upon strict performance of a covenant
hereunder or of any obligation hereunder, irrespective of the length of time
for which such failure continues, shall not be a waiver of such party’s right
to demand strict compliance in the future. No consent or waiver, express or
implied, to or of any breach or default in the performance of any obligation
hereunder, shall constitute a consent or waiver to or of any other breach or
default in the performance of the same or any other obligation hereunder. No
term or provision of this Agreement may be waived unless such waiver is in
writing and signed by the party against whom such waiver is sought to be
enforced.


 


18.                                 Entire
Agreement. This Agreement constitutes the entire Agreement between the parties
hereto with respect to the subject matter contemplated herein and supersedes
all prior agreements,


 


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whether written or oral, between the parties,
relating to the subject matter hereof. This Agreement shall not be modified
except in writing executed by all parties hereto.


 


19.                                 Captions.
Titles or captions of Sections and paragraphs contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Agreement or the intent of
any provision hereof.


 


20.                                 Counterparts.
For the purpose of facilitating proving this Agreement, and for other purposes,
this Agreement may be executed simultaneously in any number of counterparts.
Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.


 


21.                                 Arbitration.
Any dispute, controversy or claim arising under or in connection with this
Agreement, or the alleged breach hereof, shall be settled exclusively by
private and confidential arbitration conducted by the American Arbitration
Association in accordance with the Rules of the Commercial Panel of the
American Arbitration Association then in effect (and not the Employment Dispute
Resolution Rules). Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Any arbitration held
hereunder shall take place in Palo Alto, California. In addition, any dispute,
controversy or claim arising under or in connection with your rights or
obligations pursuant to any stock option or other equity arrangements between
you and the Company, shall be settled exclusively as provided for by the terms
of the applicable Company plans.


 


22.                                 Legal
Fees. In the event of any dispute hereunder or the enforcement of any right
hereunder that requires recourse to arbitration or litigation, the prevailing
party therein shall be entitled, in addition to other remedies, to recover
legal fees and costs from the non-prevailing party, as determined by the
arbitrator(s) or the court.


 


23.                                 Certain
Conditions to Employment. Notwithstanding anything herein to the contrary,
your employment and the Company’s obligations hereunder are conditioned upon
your successful passage of a drug and alcohol screening test, the Company’s
verification of your past employment and educational experience and the Company’s
satisfaction in its sole discretion as to the results of any criminal
background investigation or reference inquiry performed by it.


 


Please
execute a copy of this letter Agreement in the space below and return it to the
undersigned at the address set forth above to confirm your understanding and
acceptance of the agreements contained herein.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WJ COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By :

  	
  /s/ BRUCE W.
  DIAMOND

  	
   

  
	
   

  	
  Name:

  	
  Bruce W. Diamond

  
	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed to:

  	
   

  	
  /s/ MARK S.
  KNOCH

  	
   

  
	
   

  	
  Name: Mr. Mark Knoch

  



 


7

















 


Annex 1


 


REPRESENTATIONS AND WARRANTIES


(In
the event that you receive WJ Communications stock)


 


In
connection with the purchase and sale of WJ Communications Stock hereunder, you
represent and warrant to the Company that:


 


(a)                                  The
WJ Communications Stock to be acquired by you pursuant to this Agreement shall
be acquired for your own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act, or any applicable
state securities laws, and the WJ Communications Stock shall not be disposed of
in contravention of the Securities Act or any applicable state securities laws.


 


(b)                                 You
are an officer of the Company, are sophisticated in financial matters and are
able to evaluate the risks and benefits of the investment in the WJ
Communications Stock. You are an “accredited investor”, as defined in
Regulation D promulgated under the Securities Act.


 


(c)                                  To
the extent that any of the securities being purchased by you are not subject to
an effective registration statement, you are able to bear the economic risk of
your investment in such WJ Communications Stock for an indefinite period of
time and you understand that such securities cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.


 


(d)                                 You
have had an opportunity to ask questions and receive answers concerning the
terms and conditions of the offering of WJ Communications Stock and have had
full access to such other information concerning the Company as you have
requested. You have reviewed, or have had an opportunity to review, a copy of
the Stockholders’ Agreement.


 


(e)                                  This
Agreement constitutes a legal, valid and binding obligation of yours,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by you does not and shall not conflict with,
violate or cause a breach of any agreement, contract or instrument to which you
are a party or any judgment, order or decree to which you are subject.


 


(f)                                    You
are not a party to or bound by any employment agreement, noncompete agreement
or confidentiality agreement with any person or entity other than the Company.


 


(g)                                 You
have consulted with independent legal counsel regarding your rights and
obligations under this Agreement and you fully understand the terms and
conditions contained herein. You have obtained advice from persons other than
the Company and its counsel regarding the tax effects of the transaction
contemplated hereby.


 


8