SHALL CONSTITUTE A SINGLE AGREEMENT, BINDING AGAINST
EACH OF THE PARTIES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW OR BY ANY
APPLICABLE GOVERNMENTAL AUTHORITY, ANY DOCUMENT MAY BE SIGNED AND TRANSMITTED BY
FACSIMILE WITH THE SAME VALIDITY AS IF IT WERE AN INK-SIGNED DOCUMENT.
EACH
SIGNATORY BELOW REPRESENTS AND WARRANTS BY HIS OR HER SIGNATURE THAT HE OR SHE
IS DULY AUTHORIZED (ON BEHALF OF THE RESPECTIVE ENTITY FOR WHICH SUCH SIGNATORY
HAS ACTED) TO EXECUTE AND DELIVER THIS INSTRUMENT AND ANY OTHER DOCUMENT RELATED
TO THIS TRANSACTION, THEREBY FULLY BINDING EACH SUCH RESPECTIVE ENTITY.
16.8.
SURVIVAL.
SECTIONS 8 ("SEVERANCE PACKAGE UPON TERMINATION OF
EMPLOYMENT OTHER THAN FOR CAUSE"), 10 ("DEFINITIONS"), 13 ("CONFIDENTIALITY AND
PROPRIETARY RIGHTS"), 14 ("NONDISPARAGEMENT"), 15 ("INJUNCTIVE RELIEF"), 16
("GENERAL PROVISIONS") AND 17 ("ENTIRE AGREEMENT") OF THIS AGREEMENT SHALL
SURVIVE EXECUTIVE'S EMPLOYMENT BY COMPANY.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE INFORMATION AND
INVENTIONS AGREEMENT ATTACHED AS EXHIBIT B, THE BENEFICIARY DESIGNATION FORM
ATTACHED HERETO AS EXHIBIT C, AND THE NON-COMPETITION AGREEMENT CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS SUBJECT MATTER AND
SUPERSEDE ALL PRIOR OR SIMULTANEOUS REPRESENTATIONS, DISCUSSIONS, NEGOTIATIONS,
AND AGREEMENTS, WHETHER WRITTEN OR ORAL.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY WITH THE WRITTEN CONSENT OF EXECUTIVE AND THE COMPANY.
NO ORAL
WAIVER, AMENDMENT OR MODIFICATION WILL BE EFFECTIVE UNDER ANY CIRCUMSTANCES
WHATSOEVER.
[Remainder of Page Intentionally Left Blank]
9
THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY
UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES
HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.
Dated:
July 31, 2006
EXECUTIVE
/s/ Philip Lavin, Ph.D.
Philip Lavin, Ph.D.
Dated:
July 31, 2006
IT&E INTERNATIONAL GROUP, INC.
By:
/s/ Alastair McEwan
Name:
Alastair McEwan
Title:
Chief Executive Officer
[Signature Page to Philip Lavin, Ph.D. Employment Agreement]
EXHIBIT A
FORM OF GENERAL RELEASE
GENERAL RELEASE OF CLAIMS
By signing this General Release of Claims ("Agreement"), I, Philip Lavin, Ph.D.,
acknowledge that IT&E International Group, Inc. ("IT&E") and I have reached a
final binding agreement as to the circumstances surrounding my separation from
employment with IT&E.
Specifically, I acknowledge that we have agreed on the
following agreement and that this document contains the entire agreement with
respect to the subject matter hereof:
1.
TERMINATION.
MY EMPLOYMENT STATUS WITH IT&E WILL TERMINATE
EFFECTIVE
, 200
.
2.
SEVERANCE.
IN EXCHANGE FOR MY ENTERING INTO THIS AGREEMENT, IT&E
WILL PAY ME THE SEVERANCE AMOUNT AS DEFINED IN SECTION 8 OF THAT CERTAIN
EXECUTIVE EMPLOYMENT AGREEMENT DATED JULY 31, 2006 BETWEEN ME AND THE COMPANY
(THE "EMPLOYMENT AGREEMENT") IN ACCORDANCE WITH THE TERMS THEREOF.
3.
RELEASE.
IN RETURN FOR THE PROMISES IN SECTION 2 ABOVE, AND
CONTINGENT UPON IT&E'S ONGOING FULFILLMENT OF ITS OBLIGATION TO:
(I) MAKE
TIMELY SEVERANCE PAYMENTS TO ME PURSUANT TO AND IN ACCORDANCE WITH SECTION 8 OF
THE EMPLOYMENT AGREEMENT, (II) PAY ME ALL AMOUNTS DUE PURSUANT TO SECTION 3 OF
THE EMPLOYMENT AGREEMENT, AND (III) ABIDE BY ITS OBLIGATIONS UNDER ANY EQUITY
INCENTIVE OPTION AGREEMENTS