PROVIDED EXECUTIVE WITH ANY LEGAL ADVICE REGARDING THIS AGREEMENT.
(B)
EXECUTIVE REPRESENTS AND WARRANTS TO THE COMPANY THAT THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE FULFILLMENT OF THE TERMS HEREOF
(I) WILL NOT CONSTITUTE A DEFAULT UNDER, OR CONFLICT WITH, ANY AGREEMENT OR
OTHER INSTRUMENT TO WHICH HE IS A PARTY OR BY WHICH HE IS BOUND AND (II) DO NOT
REQUIRE THE CONSENT OF ANY OTHER PERSON.
(C)
THE COMPANY REPRESENTS AND WARRANTS TO THE EXECUTIVE THAT THIS
AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE COMPANY AND
THAT SUCH EXECUTION AND DELIVERY AND THE FULFILLMENT OF THE TERMS HEREOF WILL
NOT CONSTITUTE A DEFAULT UNDER OR CONFLICT WITH ANY AGREEMENT OR OTHER
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND AND (II) DO NOT
REQUIRE THE CONSENT OF ANY OTHER PERSON, OTHER THAN THE BOARD OR DIRECTORS OR
ITS COMPENSATION COMMITTEE.
(D)
EACH PARTY HERETO REPRESENTS AND WARRANTS TO THE OTHER THAT THIS
AGREEMENT CONSTITUTES THE VALID AND BINDING OBLIGATIONS OF SUCH PARTY
ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS.
(E)
THE COMPANY REPRESENTS THAT IT HAS SUFFICIENT COMMON STOCK
RESERVED FOR ISSUANCE UNDER AN APPLICABLE EQUITY COMPENSATION PLAN TO SATISFY
THE EQUITY AWARDS SET FORTH HEREUNDER.
9
13.
NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR
PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN WHEN DELIVERED
(A) PERSONALLY, (B) BY FACSIMILE WITH EVIDENCE OF COMPLETED TRANSMISSION, OR (C)
DELIVERED BY OVERNIGHT COURIER TO THE PARTY CONCERNED AT THE ADDRESS INDICATED
BELOW OR TO SUCH CHANGED ADDRESS AS SUCH PARTY MAY SUBSEQUENTLY GIVE SUCH NOTICE
OF:
If to the Company:
If to the Executive:
Jeffrey R. Speed
812 Valley Crest Street
La Canada, CA
91011
and a copy to:
Lia Law LLP
Attn: Robert M. Lia, Esq.
Two Lafayette Court
Greenwich, CT 06830
Fax: (203) 983-3036
14.
ASSIGNMENT AND SUCCESSORS. THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE COMPANY AND ITS SUCCESSORS AND ASSIGNS. THE
COMPANY MAY, SUBJECT TO THE WRITTEN CONSENT OF THE EXECUTIVE, WHICH SHALL NOT BE
UNREASONABLY WITHHELD, ASSIGN THIS AGREEMENT TO ANOTHER CORPORATION, LIMITED
LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE OR OTHER BUSINESS IN WHICH THE
COMPANY HAS MADE AN INVESTMENT.
15.
GOVERNING LAW; AMENDMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICT OF LAWS. THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED
EXCEPT BY A WRITTEN AGREEMENT EXECUTED BY EXECUTIVE AND THE COMPANY OR THEIR
RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
16.
SEVERABILITY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD
INVALID OR UNENFORCEABLE IN PART, THE REMAINING PORTION OF SUCH PROVISION,
TOGETHER WITH ALL OTHER PROVISIONS OF THIS AGREEMENT, SHALL REMAIN VALID AND
ENFORCEABLE AND CONTINUE IN FULL FORCE AND EFFECT TO THE FULLEST EXTENT