Andover, MA 01845
Attn: Edwin A. Reilly
With a copy to:
Phillips Nizer LLP
666 Fifth Avenue
New York, New York 10103-0084
Attn: Elliot H. Lutzker, Esq.
Facsimile: (212) 262-5152
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If to Executive:
Jim Shanahan
Andover Medical, Inc.
510 Turnpike Street, Ste. 204
North Andover, MA 01845; and
8 Wyndmere Drive
Boxford, MA 01921
(or Executive's most recent address set forth in the Company's personnel
record);
H.
EXECUTIVE REPRESENTATIONS.
THE EXECUTIVE HEREBY
REPRESENTS TO THE COMPANY THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
THE EXECUTIVE AND THE COMPANY AND THE PERFORMANCE BY THE EXECUTIVE OF
EXECUTIVE'S DUTIES HEREUNDER SHALL NOT CONSTITUTE A BREACH OF, OR OTHERWISE
CONTRAVENE, THE TERMS OF ANY EMPLOYMENT AGREEMENT OR OTHER AGREEMENT OR POLICY
TO WHICH THE EXECUTIVE IS A PARTY OR OTHERWISE BOUND.
THE EXECUTIVE FURTHER
REPRESENTS THAT HE HAS CONSULTED WITH HIS OWN INDEPENDENT COUNSEL WITH RESPECT
TO THE NEGOTIATION OF, AND HIS DECISION TO ENTER INTO, THIS AGREEMENT AND
ACKNOWLEDGES THAT HE UNDERSTANDS THE MEANING AND EFFECT OF EACH AND EVERY TERM
AND PROVISION CONTAINED HEREIN.
I.
PRIOR AGREEMENTS.
THIS AGREEMENT SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS (INCLUDING VERBAL AGREEMENTS) BETWEEN THE
EXECUTIVE AND THE COMPANY REGARDING THE TERMS AND CONDITIONS OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY.
J.
WITHHOLDING TAXES.
THE COMPANY SHALL WITHHOLD FROM
ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE AND LOCAL TAXES AS
MAY BE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
K.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO
AND HERETO WERE UPON THE SAME INSTRUMENT.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
JIM SHANAHAN
/s/ JIM SHANAHAN
Dated:
9/11/07
ANDOVER MEDICAL, INC.
/s/ EDWIN A. REILLY
Dated:
9/11/07
By:
Edwin A. Reilly
Title:
Chief Executive Officer
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