Exhibit
10.1


 





 


WJ COMMUNICATIONS,
INC.


401 RIVER OAKS
PARKWAY


SAN JOSE,
CALIFORNIA 95134


 


 


October 19, 2005


 


 


Mr. Haresh Patel


 


Re: Employment Agreement


 


Dear Mr. Patel:


 


This letter agreement (this “Agreement”) sets forth the terms and
conditions of your employment with WJ Communications, Inc. (the “Company”), effective as of October 24, 2005
(the “Effective Date”). You acknowledge that if the Effective Date does not
occur on or before October 24, 2005, the Company shall have no obligation to
employ you and this Agreement shall terminate.


 


1.             Employment and Services.  The Company
shall employ you as Senior Vice President of Sales and Marketing 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 ($245,000) 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.


 





















 


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 bonus target 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.





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 Stock Options.  200,000 Shares of
the stock options shall vest based on performance (“Performance Shares”)
subject to the terms and conditions of the Plan and the applicable Performance
Stock Option Agreement (the “Performance Award”).  The Performance Shares shall vest conditioned
on your satisfaction of certain performance targets and objectives as listed
below:


 


•      Achieving EBITDA break even: 100,000 shares vested


 


•      Achieving Quarter Revenue of $11.5M: 50,000 shares vested


 


•      Achieving Equivalent Distribution Margin of less than 18%
or equivalent margin dollar recovery: 50,000 shares vested


 


b.             Options.  You will be granted as of the Effective Date
a non-qualified stock option to purchase 500,000 shares of Common Stock of the
Company, with a per share exercise price equal to the per share fair mareket
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).


 





















 


4.             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.


 


5.             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”).


 


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.


 


6.             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.


 


7.             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 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 therefor 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.


 


8.             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.


 


9.             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 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).


 


10.           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.


 


11.           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.
  Haresh Patel

  
	
   

  	
   

  
	
  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.


 


12.           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.


 


13.           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


 





















 


14.           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.


 


15.           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, 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.


 


16.           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.


 


17.           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.


 


18.           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.


 


19.           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.


 


20.           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/ HARESH PATEL

  
	
   

  	
   

  	
  Name: 

  	
    Mr.
  Haresh Patel

  



 





















 


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.