GSI Commerce Inc. Contracts
Sample Business Contracts
Key Employee Agreement - RYKA Inc. and Michael Rubin
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KEY EMPLOYEE AGREEMENT
To: Michael Rubin
1840 Aloha Lane
Gladwyne, PA 19035
The undersigned, RYKA, Inc., a Delaware corporation (the "Company"), with
its principal place of business located at 555 S. Henderson Road, King of
Prussia, Pennsylvania, 19406, hereby agrees with you as follows:
1. Position and Responsibilities.
-----------------------------
1.1 You shall serve as Chairman and Chief Executive Officer of the
Company, (or in such other executive capacity as shall be designated by the
Board of Directors or Executive Committee of the Company and reasonably
acceptable to you) and shall perform the duties customarily associated with such
capacity from time to time.
1.2 You will devote your full time and your best efforts to the
performance of your duties hereunder and the business and affairs of the
Company. You agree to perform such executive duties as may be assigned to you
by or on authority of the Company's Board of Directors or Executive Committee
from time to time.
1.3 You will perform and observe any and all rules and regulations which
the Company may or shall hereafter reasonably establish governing your conduct
as an employee and the conduct of its business.
1.4 This agreement is being entered into in anticipation of the Company
acquiring KPR Sports International, Inc ("KPR") on or about January 1, 1997. In
the event that such transaction does not occur, prior to June 30, 1997, this
Agreement shall be null and void and neither party shall have any liability
hereunder.
2. Term of Employment.
------------------
2.1 The initial term of this Agreement shall be for the period of years
set forth on Exhibit A annexed hereto commencing on the Effective Date of the
merger. Thereafter, this Agreement shall be automatically renewed for
successive periods of one (1)
<PAGE>
year, unless you or the Company shall give the other party not less than four
(4) months prior written notice of non-renewal. Your employment with the
Company may be terminated as provided in Section 2.2.
2.2 The Company shall have the right to terminate your employment at any
time under this Agreement prior to the stated term in any of the following ways:
(a) on thirty (30) days prior written notice to you upon your disability
(disability shall be defined as your inability to perform duties under
this Agreement for two hundred and seventy five (275) consecutive
days out of any three hundred and sixty five (365) day period due to
mental or physical disability);
(b) immediately without prior notice to you by the Company for "Cause", as
hereinafter defined;
(c) immediately without prior notice to you, upon your death ;
2.3 "Cause" for the purpose of Section 2 of this Agreement shall mean: (i)
the falseness or material inaccuracy of any of your warranties or
representations herein; (ii) your willful failure or refusal to comply with
explicit directives of the Board of Directors or Executive Committee or to
render the services required herein; (iii) fraud or embezzlement involving
assets of the Company, its customers, suppliers or affiliates or other
misappropriation of the Company's assets or funds; (iv) your conviction of a
criminal felony offense; (v) the willful breach or habitual neglect of your
obligations under this Agreement or your duties as an employee of the Company;
(vi) habitual use of drugs. The existence of Cause for termination of your
employment by the Company shall be subject, upon the written election by you or
the Company, to binding arbitration as provided in Section 9 hereof. The cost
of arbitration, exclusive of the cost of each party's legal representation
(which, except as hereinafter otherwise provided, shall be borne by the party
incurring the expense), shall be borne by the instigating party; provided,
however, that the arbitrators' award may require either party to reimburse the
other for the reasonable cost of legal representation in the arbitration
proceedings.
Further, any dispute, controversy, or claim arising out of, in connection
with, or in relation to this definition of "Cause" shall be settled by
arbitration as provided in Section 9 hereof. Any award or determination shall
be final, binding, and conclusive upon the parties, and a judgment rendered may
be entered in any court having jurisdiction thereof.
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2.4 If your employment is terminated because of your death, all
obligations of the Company hereunder shall cease, except with respect to amounts
and obligations accrued to you through the ninetieth day after which your death
has occurred.
If your employment is terminated by the Company for any other reason, all
obligations of the Company (except with respect to amounts and obligations
accrued to you prior to the date of termination) shall cease.
3. Compensation.
------------
You shall receive the compensation and benefits set forth on Exhibit A
attached hereto ("Compensation") for all services to be rendered by you
hereunder and for your transfer of property rights, if any, pursuant to an
agreement relating to proprietary information and inventions of even date
herewith attached hereto as Exhibit C between you and the Company (the
"Proprietary Information and Inventions Agreement").
4. Other Activities During Employment.
----------------------------------
4.1 Except for any outside directorships currently held by you as listed
on Exhibit B attached hereto, and except with the prior written consent of a
disinterested majority of the Company's Board of Directors, which consent will
not be unreasonably withheld, you will not, during the term of this Agreement,
undertake or engage in any other employment, occupation or business enterprise
other than one in which you are an inactive investor.
4.2 You hereby agree that, except as disclosed on Exhibit B attached
hereto, during your employment hereunder, you will not, directly or indirectly,
engage (i) individually, (ii) as an officer, (iii) as a director, (iv) as an
employee, (v) as a consultant, (vi) as an advisor, (vii) as an agent (whether a
salesperson or otherwise), (viii) as a broker, or (ix) as a partner, co-
venturer, stockholder, or other proprietor owning directly or indirectly more
than five percent (5%) interest in any firm, corporation, partnership, trust,
association, or other organization which is engaged in the planning, research,
development, production, manufacture, marketing, sales, or distribution of
athletic footwear,rugged outdoor footwear, sportswear, licensed products,
related products, equipment, or services or any other line of business engaged
in or under demonstrable development by the Company (such firm, corporation,
partnership, trust, association, or other organization being hereinafter
referred to as a "Prohibited Enterprise"). Except as may be shown on Exhibit B
attached hereto, you hereby represent
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that you are not engaged in any of the foregoing capacities (i) through (ix) in
any Prohibited Enterprise.
5. Former Employers.
----------------
5.1 You represent and warrant that your employment by the Company will not
conflict with and will not be constrained by any prior or current employment,
consulting agreement or relationship whether oral or written. You represent and
warrant that you do not possess confidential information arising out of any such
employment, consulting agreement or relationship which, in your best judgment,
would be utilized in connection with your employment by the Company in the
absence of Section 5.2.
5.2 If, in spite of the second sentence of Section 5.1, you should find
that confidential information belonging to any other person or entity might be
usable in connection with the Company's business, you will not intentionally
disclose to the Company or use on behalf of the Company any confidential
information belonging to any of your former employers; but during your
employment by the Company you will use in the performance of your duties all
information which is generally known and used by persons with training and
experience comparable to your own all information which is common knowledge in
the industry or otherwise legally in the public domain.
6. Proprietary Information and Inventions.
--------------------------------------
You agree to execute, deliver and be bound by the provisions of the
Proprietary Information and Inventions Agreement attached hereto as Exhibit C.
7. Post-Employment Activities.
--------------------------
7.1 For a period of one (1) year after the termination or expiration, for
any reason, of your employment with the Company hereunder, absent the Board of
Directors' prior written approval, you will not directly or indirectly engage in
activities similar to those described in Section 4.2, nor render services
similar or reasonably related to those which you shall have rendered hereunder
to, any person or entity whether now existing or hereafter established which
directly or indirectly competes with (or proposes or plans to compete with) the
Company ("Direct Competitor") in the sale of athletic footwear, rugged outdoor
footwear, sportswear, licensed products, and related products and services,
whether with respect to merchandise manufactured by the Company for resale or
purchased by the Company as "closeout" merchandise for resale. Nor shall you
entice, induce or encourage any of the Company's other employees to engage in
any
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activity which, were it done by you, would violate any provision of the
Proprietary Information and nor shall you entice, induce or encourage any of the
Company's other employees to engage in any activity which, were it done by you,
would violate any provision of the Proprietary Information and Inventions
Agreement or this Section 7. As used in this Agreement, the term "any line of
business engaged in or under demonstrable development by the Company" shall be
applied as at the date of termination of your employment, or, if later, as at
the date of termination of any post-employment consultation.
7.2 For a period of one (1) year after the termination of your employment
with the Company, the provisions of Section 4.2 shall be applicable to you and
you shall comply therewith.
7.3 No provision of this Agreement shall be construed to preclude you from
performing the same services which the Company hereby retains you to perform for
any person or entity which is not a Direct Competitor of the Company upon the
expiration or termination of your employment (or any post-employment
consultation) so long as you do not thereby violate any term of this Agreement
or the Proprietary Information and Inventions Agreement.
8. Remedies.
--------
Your obligations under the Proprietary Information and Inventions Agreement
and the provisions of Sections 4.2, 7, 8, 9 and 11 of this Agreement (as
modified by Section 14, if applicable) shall survive the expiration or
termination of your employment (whether through your resignation or otherwise)
with the Company. You acknowledge that a remedy at law for any breach or
threatened breach by you of the provisions of the Proprietary Information and
Inventions Agreement or Section 4 or 7 hereof would be inadequate and you
therefore agree that the Company shall be entitled to such injunctive relief in
case of any such breach or threatened breach.
9. Arbitration.
-----------
Any dispute concerning this Agreement including, but not limited to, its
existence, validity, interpretation, performance or non-performance, arising
before or after termination or expiration of this Agreement, shall be settled by
a single arbitrator in Philadelphia, Pennsylvania, in accordance with the
expedited procedures of the commercial rules then in effect of the American
Arbitration Association. Judgment upon any award may be entered in the highest
court, state or federal, having jurisdiction. The cost of such arbitration
shall be borne
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equally between the parties thereto unless otherwise determined by such
arbitration panel.
10. Assignment.
----------
This Agreement and the rights and obligations of the parties hereto shall
bind and inure to the benefit of any successor or successors of the Company by
reorganization, merger or consolidation and any assignee of all or substantially
all of its business and properties, but, except as to any such successor or
assignee of the Company, neither this Agreement nor any rights or benefits
hereunder may be assigned by the Company or by you, except by operation of law
or by a further written agreement by the parties hereto.
11. Interpretation.
--------------
IT IS THE INTENT OF THE PARTIES THAT in case any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. MOREOVER, IT IS THE INTENT OF THE
PARTIES THAT if any one or more of the provisions contained in this Agreement is
or becomes or is deemed invalid, illegal or unenforceable or in case any shall
for any reason be held to be excessively broad as to duration, geographical
scope, activity or subject, such provision shall be construed by amending,
limiting and/or reducing it to conform to applicable laws so as to be valid and
enforceable or, if it cannot be so amended without materially altering the
intention of the parties, it shall be stricken and the remainder of this
Agreement shall remain in full force and effect.
12. Notices.
-------
Any notice which the Company is required to or may desire to give you shall
be given by registered or certified mail, return receipt requested, addressed to
you at your address of record with the Company, or at such other place as you
may from time to time designate in writing. Any notice which you are required
or may desire to give to the Company hereunder shall be given by registered or
certified mail, return receipt requested, addressed to the Company at its
principal office, or at such other office as the Company may from time to time
designate in writing.
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13. Waivers.
-------
No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the party charged with such waiver, and
no waiver of any right arising from any reach or failure to perform shall be
deemed to be a waiver of any future such right or of any other right arising
under this Agreement.
14. Complete Agreement; Amendments.
------------------------------
The foregoing, including Exhibits A, B and C attached hereto, is the entire
agreement of the parties with respect to the subject matter hereof, superseding
any previous oral or written communications, representations, understandings, or
agreements with the Company or any officer or representative thereof. This
Agreement may be amended or modified or certain provisions waived only by a
written instrument signed by the parties hereto, upon authorization of the
Company's Board of Directors.
15. Headings.
--------
The headings of the Sections contained in this Agreement are inserted for
convenience and reference only and in no way define, limit, extend or describe
the scope of this Agreement, the intent of any provisions hereof, and shall not
be deemed to constitute a part hereof nor to affect the meaning of this
Agreement in any way.
16. Counterparts.
------------
This Agreement may be signed in two counterparts, each of which shall be
deemed an original and both of which shall together constitute one agreement.
17. Governing Law.
-------------
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania. If you are in agreement with the
foregoing, please sign your name below and also at the bottom of the Proprietary
Information and Inventions Agreement, whereupon both Agreements shall become
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<PAGE>
binding in accordance with their terms. Please then return this Agreement to
the Company. (You may retain for your records the accompanying counterpart of
this Agreement enclosed herewith).
Very truly yours,
RYKA, INC.
By: /s/ Steven Wolf
_______________________________
Steven Wolf
Chief Financial Officer
Accepted and Agreed:
/s/ Michael Rubin
_______________________
Michael Rubin
9/25/96 - DATE
8
<PAGE>
EXHIBIT "A"
-----------
EMPLOYMENT TERM, COMPENSATION AND BENEFITS
OF
MICHAEL RUBIN
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
1. Term.
-----
The term of this Agreement to which this Exhibit "A" is annexed and
incorporated shall be for five (5) years, commencing on the Effective Date of
the merger by and between the Company and KPR Sports International ,Inc., unless
renewed in accordance with Section 2.1 of the agreement or terminated prior
thereto in accordance with Section 2.2 of the Agreement.
2. Compensation.
-------------
a. Base Salary. Your Base Salary shall be based on the following
------------
schedule:
DATE OF EMPLOYMENT ANNUAL COMPENSATION
------------------ -------------------
January 1, 1997-December 31, 1997 $350,000.00
January 1, 1998-December 31, 1998 $400,000.00
January 1, 1999-December 31, 1999 $450,000.00
January 1, 2000-December 31, 2000 $500,800.00
January 1, 2001-December 31, 2001 $550,080.00
This schedule assumes an Effective Date of the aforesaid merger of
January 1, 1997. Otherwise, the schedule shall be adjusted accordingly.
b. Management Incentive Compensation Program ("MIP").
--------------------------------------------------
The Company shall establish an MIP in which, during the term of this
Agreement, you shall be entitled to receive twenty per cent of the total funds
available for distribution to the participants ("MIP Bonus Pool"). You shall be
involved in creating the guidelines of the participation in the MIP. This will
include the establishment of certain minimum guidelines for
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the achievement of Company threshholds for Company profitability, as defined in
the MIP, in order for the MIP to take effect.
In the event the MIP does not provide for an MIP Bonus Pool, an individual
incentive plan will be designed for you as a member of the Company's executive
team.
c. All Base Salary shall be payable in accordance with the Company's
payroll policies.
3. Vacation.
---------
You shall be paid for and be entitled to all legal and religious holidays,
and four (4) weeks paid vacation per annum commencing in the first year of this
Agreement. All vacation time shall be earned on a quarterly basis. You shall
arrange for vacations in advance at such time or times as shall be mutually
agreeable to you and the Company. You shall be entitled to carry forward into
the subsequent year up to one (1) week of unused vacation time.
4. Insurance and Benefits.
-----------------------
You shall be eligible for participation in any health or other group
insurance plan which may be established by the Company or which the Company is
required to maintain by law. You shall also be entitled to participate in any
employee benefit program which the Company may establish for its key employees
or for its employees generally, including, but in no way limited to, bonuses and
stock purchase or option plans. The Company shall provide comprehensive health
insurance for you and your dependents as provided to other similar executive
employees of the Company. The Company shall also maintain a long-term
disability insurance policy payable to a beneficiary or beneficiaries of your
choosing should you suffer a long-term disability. Should your employment be
terminated for any reason, the Company will use its best efforts to allow you to
assume these policies.
The Company shall also pay for the rental cost of one luxuary automobile of
your choosing and one sports utility vehicle of your choosing, or their
equivalent, along with the insurance, maintenance, gasoline, oil and repair
costs associated therewith.
5. Expenses.
---------
The Company shall reimburse you promptly for all reasonable and ordinary
business and out-of-pocket expenses incurred by you in connection with the
Company's business and in the scope of
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your employment hereunder, as approved by the Company, including, without
limitation, reasonable and necessary travel, lodging, entertainment and meals
incurred by you during the term of this Agreement, provided the expenses are
incurred in furtherance of the Company's business and at the request of the
Company. You agree to keep and maintain records of the aforesaid expenses as
may be requested by the Company and to account to the Company for the expenses
prior to reimbursement.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
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EXHIBIT B
---------
OUTSIDE EMPLOYMENTS AND DIRECTORSHIPS
OF
MICHAEL RUBIN
NONE
B-1
<PAGE>
EXHIBIT C
---------
________________________________________________________________________________
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
________________________________________________________________________________
To: RYKA, Inc.
555 South Henderson Road
King of Prussia, PA 19406
The undersigned, in consideration of and as a condition of my employment or
continued employment by you and/or by companies which you own, control, or are
affiliated with or their successors in business (collectively, the "Company"),
hereby agrees as follows:
1. Confidentiality.
---------------
I agree to keep confidential, except as the Company may otherwise consent
in writing, and, except for the Company's benefit, not to disclose or make any
use of at any time either during or subsequent to my employment, any Inventions
(as hereinafter defined), trade secrets and confidential information, knowledge,
data or other information of the Company relating to products, processes, know-
how, techniques, methods, designs, formulas, test data, customer lists, business
plans, marketing plans and strategies, pricing strategies, or other subject
matter pertaining to any business of the Company or any of its affiliates, which
I may produce, obtain, or otherwise acquire during the course of my employment,
except as herein provided. I further agree not to deliver, reproduce or in any
way allow any such trade secrets, confidential information, knowledge, data or
other information, or any documentation relating thereto, to be delivered to or
used by any third parties without specific direction or consent of a duly
authorized representative of the Company.
2. Conflicting Employment; Return of Confidential Material.
-------------------------------------------------------
I agree that during my employment with the Company I will not engage in any
other employment, occupation, consulting or other activity relating to the
business in which the Company is now or may hereafter become engaged, or which
would otherwise conflict with my obligations to the Company. In the event my
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employment with the Company terminates for any reason whatsoever, I agree to
promptly surrender and deliver to the Company all records, materials, equipment,
drawings, computer disks, documents and data of which I may obtain or produce
during the course of my employment, and I will not take with me any description
containing or pertaining to any confidential information, knowledge or data of
the Company which I may produce or obtain during the course of my employment.
3. Assignment of Inventions.
------------------------
3.1 I hereby acknowledge and agree that the Company is the owner of all
Inventions. In order to protect the Company's rights to such Inventions, by
executing this Agreement I hereby irrevocably assign to the Company all my
right, title and interest in and to all Inventions to the Company.
3.2 For purposes of this Agreement, "Inventions" shall mean all
discoveries, processes, designs, methods, techniques, technologies, devices, or
improvements in any of the foregoing or other ideas, whether or not patentable
or copyrightable and whether or not reduced to practice, made or conceived by me
(whether solely or jointly with others) during the period of my employment with
the Company which relate in any manner to the actual or demonstrably anticipated
business, work, or research and development of the Company, or result from or
are suggested by any task assigned to me or any work performed by me for or on
behalf of the Company.
3.3 Any discovery, process, design, method, technique, technology, device,
or improvement in any of the foregoing or other ideas, whether or not patentable
or copyrightable and whether or not reduced to practice, made or conceived by me
(whether solely or jointly with others) which I develop entirely on my own time
not using any of the Company's equipment, supplies, facilities, or trade secret
information ("Personal Invention") is excluded from this Agreement provided such
Personal Invention (i) does not relate to the actual or demonstrably anticipated
business, research and development of the Company, and (ii) does not result,
directly or indirectly, from any work performed by me for or on behalf of the
Company.
4. Disclosure of Inventions.
------------------------
I agree that in connection with any Invention, I will promptly disclose
such Invention to the Board of Directors or the Executive Committee of the
Company in order to permit the Company to enforce its property rights to such
Invention in accordance with this Agreement. My disclosure shall be received in
confidence by the Company.
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5. Patents and Copyrights; Execution of Documents.
----------------------------------------------
5.1 Upon request, I agree to assist the Company or its nominee (at its
expense) during and at any time subsequent to my employment in every reasonable
way to obtain for its own benefit patents and copyrights for Inventions in any
and all countries. Such patents and copyrights shall be and remain the sole and
exclusive property of the Company or its nominee. I agree to perform such
lawful acts as the Company deems to be necessary to allow it to exercise all
right, title and interest in and to such patents and copyrights.
5.2 In connection with this Agreement, I agree to execute, acknowledge and
deliver to the Company or its nominee upon request and at its expense all
documents, including assignments of title, patent or copyright applications,
assignments of such applications, assignments of patents or copyrights upon
issuance, as the Company may determine necessary or desirable to protect the
Company's or its nominee's interest in Inventions, and/or to use in obtaining
patents or copyrights in any and all countries and to vest title thereto in the
Company or its nominee to any of the foregoing.
6. Maintenance of Records.
----------------------
I agree to keep and maintain adequate and current written records of all
Inventions made by me (in the form of notes, sketches, drawings and other
records as may be specified by the Company), which records shall be available to
and remain the sole property of the Company at all times.
7. Prior Inventions.
----------------
It is understood that all Personal Inventions, if any, whether patented or
unpatented, which I made prior to my employment by the Company, are excluded
from this Agreement. To preclude any possible uncertainty, I have set forth on
Schedule A attached hereto a complete list of all of my prior Personal
Inventions, including numbers of all patents and patent applications and a brief
description of all unpatented Personal Inventions which are not the property of
a previous employer. I represent and covenant that the list is complete and
that, if no items are on the list, I have no such prior Personal Inventions. I
agree to notify the Company in writing before I make any disclosure or perform
any work on behalf of the Company which appears to threaten or conflict with
proprietary rights I claim in any Personal Invention. In the event of my
failure to give such notice, I agree that I will make no claim against the
Company with respect to any such Personal Invention.
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8. Other Obligations.
-----------------
I acknowledge that the Company from time to time may have agreements with
other persons, companies, entities, the U.S. Government or agencies thereof,
which impose obligations or restrictions on the Company regarding inventions
made during the course of work thereunder or regarding the confidential nature
of such work. I agree to be bound by all such obligations and restrictions and
to take all action necessary to discharge the Company's obligations.
9. Trade Secrets of Others.
-----------------------
I represent that my performance of all the terms of this Agreement and as
an employee of the Company does not and will not breach any agreement to keep
confidential proprietary information, knowledge or data acquired by me in
confidence or in trust prior to my employment with the Company, and I will not
disclose to the Company, or induce the Company to use, any confidential or
proprietary information or material belonging to any previous employer or
others. I agree not to enter into any agreement either written or oral in
conflict herewith.
10. Modification.
------------
I agree that any subsequent change or changes in my employment duties,
salary or compensation or, if applicable, in any Employment Agreement between
the Company and me, shall not affect the validity or scope of this Agreement.
11. Arbitration.
-----------
Any dispute concerning this Agreement including, but not limited to, its
existence, validity, interpretation, performance or non-performance, arising
before or after termination or expiration of this Agreement, shall be settled by
a single arbitrator in Philadelphia, Pennsylvania, in accordance with the
expedited procedures of the commercial rules then in effect of the American
Arbitration Association. Judgment upon any award may be entered in the highest
court, state or federal, having jurisdiction. The cost of such arbitration
shall be borne equally between the parties thereto unless otherwise determined
by such arbitration panel.
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12. Binding Effect.
--------------
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives and successors.
13. Interpretation.
--------------
IT IS THE INTENT OF THE PARTIES THAT in case any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. MOREOVER, IT IS THE INTENT OF THE
PARTIES THAT if any provision of this Agreement is or becomes or is deemed
invalid, illegal or unenforceable or in case any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, such provision shall be
construed by amending, limiting and/or reducing it to conform to applicable laws
so as to be valid and enforceable or, if it cannot be so amended without
materially altering the intention of the parties, it shall be stricken and the
remainder of this Agreement shall remain in full force and effect.
14. Waivers.
-------
No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the party charged with such waiver, and
no waiver of any right arising from any breach or failure to perform shall be
deemed to be a waiver of any future such right or of any other right arising
under this Agreement.
15. Entire Agreement; Modification.
------------------------------
This Agreement constitutes the entire agreement between the parties and
supersedes any prior oral or written communications, representations,
understandings or agreements concerning the subject matter hereof with the
Company or any officer or representative thereof. This Agreement may be
amended, modified, or certain provisions waived only by a written instrument
signed by the parties hereto, upon authorization of the Company's Board of
Directors.
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16. Headings.
--------
The headings of the Sections contained in this Agreement are inserted for
convenience and reference only and in no way define, limit, extend or describe
the scope of this Agreement, the intent of any provisions hereof, and shall not
be deemed to constitute a part hereof nor to affect the meaning of this
Agreement in any way.
17. Counterparts.
------------
This Agreement may be signed in two counterparts, each of which shall be
deemed an original and both of which shall together constitute one agreement.
18. Governing Law.
-------------
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Pennsylvania.
19. Notices.
-------
All notices, requests, demands and communications which are or may be
required to be given hereunder shall be deemed given if and when sent by
registered or certified mail, return receipt requested, postage prepaid, to the
following addresses:
If to the Company: RYKA INC.
555 South Henderson Road
King of Prussia, PA 19406
Attention: President
---------
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If to Employee: Michael Rubin
1840 Aloha Lane
Gladwyne, Penna., 19035
EMPLOYEE:
9/25/96 /s/ Michael Rubin
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DATE MICHAEL RUBIN
Accepted and Agreed:
RYKA INC.
By: /s/ Steven Wolf 9/25/96
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Steven Wolf DATE
Chief Financial Officer
C-7
<PAGE>
SCHEDULE A
----------
LIST OF PRIOR INVENTIONS
OF
MICHAEL RUBIN
Title Date Identifying Number or
----- ---- Brief Description
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NONE
C-8