**EXHIBIT 10.27**

 

**[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BYWJ COMMUNICATIONS, INC. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEENREDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGECOMMISSION.]**

 

 

**WJCOMMUNICATIONS, INC.**

**401RIVER OAKS PARKWAY**

###### **SANJOSE, CALIFORNIA 95134**

###### ** **

December 21, 2005

 

Mr. Mark Knoch

 

Re: Employment Agreement

 

Dear Mr. Knoch:

 

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

 

1.                                       Employmentand Services. The Company shall employ you as Vice President of Operationsof the Company, for the period beginning on the Effective Date and ending upontermination pursuant to Section 4 below (the “Employment Period”). Duringthe Employment Period, you shall render such services to the Company and itsaffiliates and subsidiaries as the Chief Executive Officer and the Board ofDirectors of the Company shall reasonably designate from time to time, and youshall devote your best efforts and full time and attention to the business ofthe Company.

 

2.                                       Compensation.

 

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

 

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b.                                      Bonus.In addition, subject to the immediately subsequent Section, you will beeligible 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 planperiod, but not later than one hundred twenty (120) days after the end of eachsuch plan period. In order to determine the amount of such bonus, the Companyshall determine appropriate business targets and certain individual objectivesfor you for each plan period, and your bonus for each such plan period shall bebased upon the extent to which the Company and you attain such targets andobjectives. Your plan period target bonus shall be 60% of your plan period BaseSalary. The determination of appropriate business targets with respect to eachplan period shall take place not later than thirty (30) days following thereceipt by the Board of Directors of the Company from the Company’s seniormanagement 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 alsoreceived a sign-on bonus of $20,000, less application taxes, upon commencingemployment.

 

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

 

3.                                       Options.

 

a.                                       Performance-VestedRestricted Stock. 75,000 Shares of the Restricted Stock shall vest based onperformance (“Performance Shares”) subject to the terms and conditions of thePlan and the applicable Performance Restricted Stock Agreement (the “PerformanceAward”). The Performance Shares shall vest upon ***.

 

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

 

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

 

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

 

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

 

Not withstanding the precedingsentence, the Severance Benefit shall be computed as an amount equal to onehundred fifty percent (150%) of your Annual Base Salary as in effectimmediately prior to the termination of the Employment Period and shall be paidperiodically in accordance with the Company’s regular payroll practices overthe twelve (12) month period immediately following such termination solely in acircumstance in which there has occurred a Change in Control (as defined in theOption Agreement) within three (3) months prior to any termination by youfor Good Reason or by the Company without Cause. Notwithstanding anything inthis Agreement to the contrary, in the event that payment of the SeveranceBenefit, either alone or together with other payments (or the value of otherbenefits) which you have the right to receive from the Company in connectionwith a Change in Control, would not be deductible (in whole or in part) by theCompany as a result of the Severance Benefit or other payments or benefitsconstituting a “parachute payment” within the meaning of Section 280G ofthe Internal Revenue Code of 1986, as amended (the “Code”), the SeveranceBenefit (or, at your election, such other payments and/or benefits, or acombination 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 theSeverance Benefit (or such other payments and/or benefits) not being fullydeductible by the Company as a result of Section 280G of the Code. Thedetermination of the amount of any such required reduction pursuant to theforegoing provision, and the valuation of any non-cash benefits for purposes ofsuch determination, shall be made exclusively by the firm that was acting asthe Company’s auditors prior to the Change in Control (whose fees and expensesshall be borne by the Company, and such determination shall be conclusive andbinding).

 

Exceptas otherwise set forth in this Section 5 or pursuant to the terms ofemployee benefit plans in which you participate pursuant to Section 4, youshall not be entitled to any compensation or other payment from the Company inconnection with the termination of your employment hereunder. In addition tothe Severance Benefit, under circumstances in which the Severance Benefit ispayable, you shall also remain eligible to receive group health insurancebenefits under the Company’s benefit plans for one year following thetermination of your employment with the Company so long as such benefit planspermit such continued participation (or for three years following thetermination of your employment with the Company in the event that the enhancedSeverance Benefits are payable in connection with a Change in Control pursuantto the third sentence of the first paragraph of this Section 5) (the “TerminationBenefit”).

 

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Forpurposes of this Agreement, the following definitions will apply:  (a) “Good Reason” shall mean theoccurrence of any of the following without your consent which shall remainuncured for a period of not less than thirty (30) days following your deliveryof notice of such occurrence to the Company (it being understood that yourfailure to deliver such notice in a timely manner shall waive your rights toallege Good Reason):  (i) thetransfer of your principal place of employment to a geographic location morethan 50 miles from the current location of the Company’s principalheadquarters, or (ii) any material breach of this Agreement by the Companywhich is not cured or which the Company is not undertaking to cure withinthirty (30) days after the Company has received written notice from youidentifying the breach in reasonable detail; (b) “Cause” shall mean any ofthe following acts or circumstances:  (i) willfuldestruction by you of Company property having a material value to the Company, (ii) fraud,embezzlement, theft, or comparable dishonest activity committed by you againstthe Company, (iii) your conviction of or entering a plea of guilty or nolocontendere to any crime constituting a felony or any misdemeanor involvingfraud, 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 ofthe President, CEO or the Board of the Company, in any such case that is notcured within fifteen (15) days after you have received written notice thereoffrom the President, CEO or the Board of the Company, or (v) a willful andknowing misrepresentation to the President, CEO or the Board of the Company;and (c) “Disability” shall mean that for a period of three (3) consecutivemonths or an aggregate of four (4) months in any twelve (12) month periodyou are incapable of substantially fulfilling the duties of your positions asset forth in Section 1 because of physical, mental or emotionalincapacity, injury, sickness or disease. With regard to the definition of “Disability”in clause (c) above, any question as to the existence or extent of theDisability upon which you and the Company cannot agree shall be determined by aqualified, independent physician selected by the Company. The determination ofany such physician shall be final and conclusive for all purposes; provided,however, that you or your legal representatives shall have the right to presentto such physician such information as to such Disability as you or they may deemappropriate, including the opinion of your personal physician.

 

10.                                 ConfidentialInformation. You acknowledge that information obtained by you whileemployed by the Company or any affiliate thereof concerning the business oraffairs of (i) the Company, its affiliates and subsidiaries or (ii) anyenterprise which is the subject of an actual or potential transaction (“PotentialTransaction”),considered, evaluated, reviewed or otherwise, made known to FoxPaine & Company, LLC, the Company, its affiliates or subsidiaries, oryou (“Confidential Information”) is the property of the Company. You shall not,without the prior written consent of the Board of the Company, disclose to anyperson or use for your own account any Confidential Information except (i) inthe normal course of performance of your duties hereunder, (ii) to theextent necessary to comply with applicable laws (provided that you shall givethe Company prompt notice [providing a reasonable time for the Company to seeka protective order] prior to any such disclosure), or (iii) to the extentthat such information becomes generally known to and available for use by thepublic other than as a result of your acts or omissions to act. Upontermination of your employment or at the request of the President, CEO or theBoard of the Company at any time, you shall deliver to the President, CEO orthe Board all documents containing Confidential Information or relating to thebusiness or affairs of the Company, its affiliates and subsidiaries that you may thenpossess or have under your control.

 

11.                                 Non-Solicitation.

 

## a.                                       Non-Solicitation. As a meansreasonably designed to protect the Company’s Confidential Information, youagree that, for a period of twelve (12) months from the conclusion of theEmployment Period, you will not directly, indirectly or as an agent on behalfof or in conjunction with any person, firm, partnership, corporation or otherentity (i) hire, solicit, encourage the resignation of or in any othermanner 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 ofthe Company, whether or not for compensation and whether or not as an officer,consultant, adviser, independent sales representative, independent contractoror participant, or (ii) contact, solicit, service or otherwise have anydealings related to the sale, manufacture, distribution, marketing or provisionof products, components, equipment, hardware, other technology or services (ofany sort) in the wireless communications industry or any other industry orbusiness or prospective industry or business in which the Company materiallyparticipates or has taken material steps toward participating in as of suchconclusion and actually enters such business within twelve (12) monthsthereafter, with any person or entity with whom the Company has a currentbusiness relationship or with whom the Company develops such a relationshipduring the Employment Period (including without limitation any customers,vendors or suppliers); provided in each case described

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

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b.                                      Scopeof Restriction. If, at the time of enforcement of this Section 7, acourt shall hold that the duration, scope or area restrictions stated hereinare unreasonable under circumstances then existing, the parties hereto agreethat the maximum duration, scope or area reasonable under such circumstancesshall be substituted for the stated duration, scope or area.

 

c.                                       WorksMade 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, servicemarks, trademarks, logos, patents, copyrights, licenses, formulas, tradesecrets 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 bydevise, estate, testamentary disposition or otherwise), or developed for theCompany by you during the Employment Period or prior to the date of thisAgreement, other than Inventions made, created, invented, devised or developedby you (i) on your own personal time, (ii) without the use of theCompany’s equipment, supplies, facilities and resources and (iii) whichare not related to the sale, manufacture, distribution, marketing developmentor provision of products, components, equipment, hardware, other technology orservices (of any sort) in the wireless communications industry (collectively, “UnrelatedInventions”), are works made for hire and shall be the exclusive property ofthe Company without separate compensation to you. You will, at the request andexpense of the Company made at any time, execute and deliver to the Company orits nominee such applications and instruments as may be desirable andappropriate for obtaining for the Company or its nominee, patents, copyrights,trademarks, know-how and other intellectual property protection of the UnitedStates and all other countries for vesting in the Company or its nominee, allof your claim, right, title and interest in said Inventions and formaintaining, enforcing and funding the same, and to otherwise vest in orevidence the Company’s or its nominee’s exclusive ownership of all of therights referred to herein. In the event that, for whatever reason, the resultsof your past or future work for the Company should not be deemed to be worksmade for hire, you agree to assign, and you hereby do assign, to the Company orits nominee all claim, right, title and interest, in any country, to each andevery of the inventions that is the result of work done in the course of yourpast or future employment by the Company, or that you create or develop, orthat you acquire by whatever means that was created or developed, in whole or inpart by using the Company’s equipment, supplies, resources or facilities. Eachand every such assignment is and shall be in consideration of this Agreementwith the Company, and no further consideration therefore is or shall beprovided to you by the Company. You hereby waive enforcement of any moral orlegal rights which might limit the Company’s rights to exploit any of theforegoing materials in any manner.

 

d.                                      EquitableRelief. You acknowledge that the provisions contained in Sections 6 and 7of this Agreement are reasonable and necessary to protect the legitimateinterests of the Company, that any breach or threatened breach of suchprovisions will result in irreparable injury to the Company and that the remedyat 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 7of this Agreement, the Company, in addition and as a supplement to such otherrights and remedies as may exist in its favor, may apply to any courtof law or equity having jurisdiction to enforce this Agreement, and/or may applyfor and have the right to injunctive relief against any act that would violateany of the provisions of this Agreement (without being required to post a bond).You further agree that injunctive relief may be sought and obtained forany breach or threatened breach of Section 6 or Section 7 without ashowing of irreparable injury, in order to prevent any such breach orthreatened breach. Such right to obtain injunctive relief may beexercised, at the option of the Company, concurrently with, prior to, after, orin lieu of, the exercise of any other rights or remedies that the Company may haveas a result of any such breach or threatened breach.

 

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

 

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

 

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on your behalf might otherwise have had orasserted and any claim to any compensation or benefits from your employmentwith the Company or its affiliates (other than employee benefits to be providedpursuant to the terms of paragraph 5 hereof or of any employee benefit plans asset forth in paragraph 4 hereof). Notwithstanding anything contained herein tothe contrary, no Termination Benefit or Severance Benefit payments shall bemade under this Agreement or otherwise until such time as you have delivered anexecuted release of claims and any applicable revocation periods under state orfederal law have expired. The Company agrees, as further consideration for yourwaiver, to concurrently execute a waiver of unknown clams against you on termsand conditions substantially identical to the waiver provided by you (it beingunderstood that the Company may specifically reserve claims identified inwriting by the Company at the time that such waiver is provided).

 

14.                                 GoverningLaw. This Agreement and all questions concerning the construction, validityand interpretation of this Agreement shall be governed by and determined inaccordance with the internal law, and not the law of conflicts, of the State ofCalifornia.

 

Notices.All demands, notices and communications hereunder shall be in writing and shallbe 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 otherparty at the address set forth herein, or such other address as may hereafterbe furnished to the other party by like notice. Notice or communicationhereunder shall be deemed to have been received on the date delivered to orreceived at the premises of the addressee if delivered other than by mail, andin the case of mail, three days after the depositing of the same in the UnitedStates 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 asfollows:

 

If to theExecutive:

Mr. Mark Knoch

 

If to theCompany:                                             WJCommunications, Inc.

401 River Oaks Parkway

San Jose, CA 95134

Attention: Chief Executive Officer

 

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

 

15.                                 SeparabilityClause. Any part, provision, representation or warranty of this Agreementwhich is prohibited or which is held to be void or unenforceable shall be ineffectiveto the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof.

 

16.                                 Successorsand Assigns; Assignment of Agreement. This Agreement shall bind and inureto the benefit of and be enforceable by the parties hereto and the respectivesuccessors and assigns of the parties hereto. As used in this Agreement, “Company”shall mean the Company as hereinbefore defined and any successors to itsbusinesses and/or assets as aforesaid which assume and agree to perform thisAgreement by operation of law, or otherwise. This Agreement is personal to youand without the prior written consent of the Company shall not be assignable byyou 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 covenanthereunder or of any obligation hereunder, irrespective of the length of timefor which such failure continues, shall not be a waiver of such party’s rightto demand strict compliance in the future. No consent or waiver, express orimplied, to or of any breach or default in the performance of any obligationhereunder, shall constitute a consent or waiver to or of any other breach ordefault in the performance of the same or any other obligation hereunder. Noterm or provision of this Agreement may be waived unless such waiver is inwriting and signed by the party against whom such waiver is sought to beenforced.

 

18.                                 EntireAgreement. This Agreement constitutes the entire Agreement between the partieshereto with respect to the subject matter contemplated herein and supersedesall prior agreements,

 

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

 

19.                                 Captions.Titles or captions of Sections and paragraphs contained in this Agreement areinserted only as a matter of convenience and for reference, and in no waydefine, limit, extend or describe the scope of this Agreement or the intent ofany 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 suchcounterparts shall constitute one and the same instrument.

 

21.                                 Arbitration.Any dispute, controversy or claim arising under or in connection with thisAgreement, or the alleged breach hereof, shall be settled exclusively byprivate and confidential arbitration conducted by the American ArbitrationAssociation in accordance with the Rules of the Commercial Panel of theAmerican Arbitration Association then in effect (and not the Employment DisputeResolution Rules). Judgment upon the award rendered by the arbitrator(s) may beentered in any court having jurisdiction thereof. Any arbitration heldhereunder shall take place in Palo Alto, California. In addition, any dispute,controversy or claim arising under or in connection with your rights orobligations pursuant to any stock option or other equity arrangements betweenyou and the Company, shall be settled exclusively as provided for by the termsof the applicable Company plans.

 

22.                                 LegalFees. In the event of any dispute hereunder or the enforcement of any righthereunder that requires recourse to arbitration or litigation, the prevailingparty therein shall be entitled, in addition to other remedies, to recoverlegal fees and costs from the non-prevailing party, as determined by thearbitrator(s) or the court.

 

23.                                 CertainConditions to Employment. Notwithstanding anything herein to the contrary,your employment and the Company’s obligations hereunder are conditioned uponyour successful passage of a drug and alcohol screening test, the Company’sverification of your past employment and educational experience and the Company’ssatisfaction in its sole discretion as to the results of any criminalbackground investigation or reference inquiry performed by it.

 

Pleaseexecute a copy of this letter Agreement in the space below and return it to theundersigned at the address set forth above to confirm your understanding andacceptance 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    |

 

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#### **Annex 1**

####  

##### **REPRESENTATIONS AND WARRANTIES**

**(Inthe event that you receive WJ Communications stock)**

 

Inconnection with the purchase and sale of WJ Communications Stock hereunder, yourepresent and warrant to the Company that:

 

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

 

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

 

(c)                                  Tothe extent that any of the securities being purchased by you are not subject toan effective registration statement, you are able to bear the economic risk ofyour investment in such WJ Communications Stock for an indefinite period oftime and you understand that such securities cannot be sold unless subsequentlyregistered under the Securities Act or an exemption from such registration isavailable.

 

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

 

(e)                                  ThisAgreement constitutes a legal, valid and binding obligation of yours,enforceable in accordance with its terms, and the execution, delivery andperformance 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 youare a party or any judgment, order or decree to which you are subject.

 

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

 

(g)                                 Youhave consulted with independent legal counsel regarding your rights andobligations under this Agreement and you fully understand the terms andconditions contained herein. You have obtained advice from persons other thanthe Company and its counsel regarding the tax effects of the transactioncontemplated hereby.

 

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