Employment Agreement - Renaissance International Group Ltd. and John Williams
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is by and between RENAISSANCE
INTERNATIONAL GROUP, LTD., a Nevada corporation ("Company"), and JOHN
WILLIAMS, an individual ("Employee").
RECITALS:
A. Company is engaged, among other things, in the business of
managing and operating medical facilities and developing digital interface
technology systems for the medical and related industries ("Company
Business"). Employee has substantial experience and expertise in the area
of corporate finance.
B. Company desires to retain the services of Employee as an
executive, to act as its CHIEF FINANCIAL OFFICER/VICE PRESIDENT OF FINANCE,
and Employee desires and is willing to continue employment with the Company
in that capacity.
C. Company and Employee desire to embody the terms and conditions of
Employee's employment in a written agreement, which will supersede all
prior agreements of employment, whether written or oral, pursuant to the
terms and conditions hereinafter set forth.
D. The Board of Directors of Company (the "Board"), has determined
that it is in the best interests of Company and its shareholders to assure
that Company will have the continued dedication of Employee,
notwithstanding the possibility, threat or occurrence of a Change of
Control (as defined in Section 6(f)) of Company. The Board believes it is
imperative to diminish the inevitable distraction of Employee by virtue of
the personal uncertainties and risks created by a pending or threatened
Change of Control and to encourage Employee's full attention and dedication
to Company currently and in the event of any threatened or pending Change
of Control, and to provide Employee with compensation and benefits
arrangements upon a Change of Control which ensure that the compensation
and benefits expectations of Employee will be satisfied and which are
competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Board has caused Company to enter into
this Agreement.
AGREEMENT
In consideration of the recitals and mutual agreements hereinafter set
forth, the parties agree as follows:
1. EMPLOYMENT. Company agrees to continue to employ Employee on a
full-time basis, in accordance with the terms and conditions set forth
herein, and Employee agrees to accept such continued full-time employment
in accordance with said terms and conditions. Employee shall have such
duties and responsibilities as shall be allocated to him from time to time
by the Board in his capacity as the Chief Financial Officer/Vice President
of Finance. Employee's title and duties may be changed from time to time
in the discretion of Company's Board so long as he is maintained in an
executive capacity with duties, responsibilities and privileges
commensurate with his current level of employment. Employee agrees to
devote his full time, skill, knowledge and attention to the business of
Company and the performance of his duties under this Agreement. Employee
shall report directly to the President of Company.
2. TERM. The initial term (the "Term") of employment under this
Agreement shall commence on March 16, 1998 (the "Effective Date") and shall
continue for a period of five (5)
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years, unless earlier terminated as set forth in Section 6 below.
Thereafter, this Agreement shall automatically renew for an additional
three-year period (the "Renewal Term") unless either party gives the other
written notice of non-renewal at least 30 days prior to the expiration of
the Term or Renewal Term.
3. COMPENSATION.
(a) BASE SALARY. Company agrees to pay Employee an initial
annual base salary of $110,000, before deducting all applicable
withholdings which shall be payable in accordance with Company's
standard executive payroll policies as they may be revised from time
to time. Upon the execution of this Agreement, Company also agrees to
pay Employee 50,000 shares of Company's common stock. Employee's
annual base salary shall thereafter be subject to adjustment in
accordance with Company's standard executive compensation policies,
but in no event shall Employee's annual base salary be less than
$110,000 per year during the Term or Renewal Term.
(b) INCENTIVE BONUS. After commencing his duties as Chief
Financial Officer/Vice President of Finance, Company's Executive
Committee shall, at its option, design and present to the Board for
review, adjustment and adoption, an incentive compensation program for
key employees. Employee shall be designated as a key employee and
shall be entitled to participate in such program, and if financial
targets established pursuant to the program are met, will be eligible
to earn in any year an additional maximum amount of compensation in
the form of stock, stock options and/or cash as determined by
Company's Executive Committee.
(c) STOCK OPTIONS. Upon the execution of this Agreement,
Employee shall receive stock options to acquire up to 250,000 shares
of the Common Stock of the Company at a price equal to the greater of
$2.50 per share or fifty percent (50%) of the public bid price of the
Common Stock of the Company upon the date of the exercise of any or
all of the stock options. Such stock options shall be exercisable
from the date Company commences trading on the Nasdaq Bulletin Board
until the expiration of the Term, notwithstanding any termination
during the Term pursuant to Section 6(c) herein. The issuance of said
stock options does not preclude Company from issuing to Employee
additional stock options pursuant to a qualified or non-qualified
plan.
(d) DEDUCTIONS. Company shall deduct from the payments made to
Employee hereunder any federal, state or local withholding or other
taxes or charges which Company is required to deduct under applicable
law, and all amounts payable to Employee under this Agreement are
stated before any such deductions. Company shall have the right to
rely upon written opinion of counsel if any questions arise as to any
deductions.
4. BENEFITS.
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(a) INSURANCE. In addition to the compensation described above,
while Employee is employed hereunder, Company shall pay for and
provide Employee and his dependents with the same amount and type of
health, medical and life insurance as is provided from time to time to
executive officers of Company during the Term and Renewal Term, if
applicable.
(b) EXPENSE REIMBURSEMENT. In addition to the compensation and
benefits provided above, Company shall, upon prior approval of the
Executive Committee and receipt of appropriate documentation,
reimburse Employee each month for his reasonable travel, lodging and
other ordinary and necessary business expenses consistent with
Company's policies as in effect from time to time.
(c) RETIREMENT PLAN. In addition to the compensation and
benefits provided above, Company shall pay for and provide Employee a
retirement or pension plan as is provided from time to time to
executive officers of Company during the Term and Renewal Term, if
applicable.
5. VACATION. Employee shall be entitled to vacation with pay in
accordance with Company's vacation policy as in effect from time to time.
In addition, Employee shall be entitled to such holidays as Company may
approve for its executive personnel.
6. TERMINATION. The Board may terminate Employee's employment by
Company prior to the expiration of the Term or Renewal Term in the manner
provided in either Section 6(a) or Section 6(b). Additionally, if notice
of non-renewal is given pursuant to Section 2, the term of employment shall
expire at the end of the Term and Employee shall be entitled to
compensation as provided in Section 6(e).
(a) FOR CAUSE. Company may terminate this Agreement for cause
upon written notice to the Employee stating the facts constituting
such cause, provided that Employee shall have 10 days following such
notice to cure any conduct or act, if curable, alleged to provide
grounds for termination for cause hereunder. In the event of
termination for cause, any unexercised stock options granted pursuant
to Section 3(c) shall automatically expire, and Company shall be
obligated to pay Employee only the salary due him through the date of
termination pursuant to Section 3(a). Cause shall include material
neglect of duties, failure to abide by ethical and good faith
instructions or policies from or set by the Board, conviction of a
felony or serious misdemeanor offense or pleading guilty or NOLO
CONTENDERE to same, the commission by Employee of an act of dishonesty
or moral turpitude, Employee's breach of this Agreement, breach by
Employee of any other material obligation to Company, or upon the
bankruptcy, receivership, dissolution or cessation of business of
Company.
(b) WITHOUT CAUSE. Any termination of Employee by Company for
any other reason than for cause shall constitute a termination without
cause. Any termination resulting from a Change of Control as defined
below shall constitute a termination without cause without the
necessity of written notice to Employee. Upon termination under this
Section 6(b), Company shall (i) pay to Employee his base salary at the
time of termination due him through the date of the expiration of the
Term, or Renewal Term, if applicable; and (ii) within 60 days after
the end of the fiscal year in which termination pursuant to this
Section 6(b) occurs, Employee shall be entitled to receive a
separation payment as defined below.
(c) DISABILITY. If during the Term, or Renewal Term, if
applicable, Employee fails to perform his duties hereunder because of
physical or mental illness or other incapacity for a period of two
consecutive months, or for 45 days during any 120-day period, Company
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shall have the right to terminate this Agreement without further obligation
hereunder except for any bonus amount payable in accordance with this
Section 6(c) and any amounts payable pursuant to disability plans generally
applicable to executive employees. Company shall provide Employee with
notice of commencement of the disability period, which period cannot
commence more than seven (7) days prior to the date of the notice. If
there is any dispute as to whether Employee is or was physically or
mentally disabled under this Agreement, or whether his disability has
ceased and he is able to resume his duties, such question shall be
submitted to a licensed physician agreed upon by the parties. Employee
shall submit to such examinations and provide information as such physician
may request, and the determination of such physician as to Employee's
physical or mental condition shall be binding and conclusive on the
parties. Company agrees to pay the cost of any such physician's services,
tests and examinations.
(d) DEATH. If Employee dies during the Term, or Renewal Term,
if applicable, this Agreement shall terminate immediately, and the
Employee's legal representatives shall be entitled to receive the base
salary due the Employee through the last day of the calendar month in
which his death shall have occurred and any other death benefits
generally applicable to executive employees.
(e) CHANGE OF CONTROL. For purposes of this Agreement (except
to the extent governed or affected by Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code")), "Change in Control"
shall be deemed to have occurred if the conditions set forth in any
one of the following paragraphs shall have been satisfied:
i) Any "person" (as such term is used in Section 13(d) and
14(d)) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or "persons" acting in concert, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined
voting power of Company's then outstanding securities, provided
that the term "person" for purposes of this Section 6(f)(i) shall
exclude Company or any trustee or other fiduciary holding
securities under an employee benefit plan of Company; or
ii) The stockholders of Company approve an acquisition
and/or merger or consolidation of Company with any other
corporation, other than (A) an acquisition and/or a merger or
consolidation which would result in the voting securities of
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of Company, at least
seventy percent (70%) of the combined voting power of the voting
securities of Company or such surviving entity outstanding
immediately after such merger or consolidation, or (B) an
acquisition and/or merger or consolidation effected to implement
a recapitalization of Company (or similar transaction) in which
no person acquires more than fifty percent (50%) of the combined
voting power of Company's then outstanding securities; or
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iii) The stockholders of Company approve a plan of complete
liquidation of Company or an agreement for the sale or
disposition by Company of all or substantially all Company's
assets.
(f) Separation Payment. i) For purposes of this Agreement,
"Separation Payment" means a payment equal to 2.99 times the
Employee's annual base salary at the time of termination,
subject to the limitations in (6)(g)(ii), below.
ii) If the Separation Payment plus any other severance
benefits or any other payments or benefits received or to be
received by Employee from the Company (whether payable pursuant
to the terms of this Agreement or pursuant to any other plan,
agreement or arrangement with the Company or any corporation
("Affiliate") affiliated with the Company within the meaning of
Section 1504 of the Code (collectively, "Severance Benefits"), in
the opnion of tax counsel selected by the Company and acceptable
to Employee, constitute "parachute payments" within the meaning
of Section 280G (b)(2) of the Code, and the present value of such
"parachute payments" equals or exceeds three times the average of
the annual compensation payable to Employee by the Company (or an
Affiliate) and includable in Employee's gross income for federal
income tax purposes for the five years preceding the year in
which the Employee was terminated without cause under Section
6(b) of this Agreement (including, without limitation, a
termination without cause upon a Change of Control) ("Base
Amount"), if, but only if Employee so elects in writing, such
Severance Benefits shall be reduced to an amount the present
value of which (when combined with the present value of any other
payments or benefits otherwise received or to be received by
Employee from the Company or an Affiliate that are deemed
"parachute payments") is equal to 2.99 times the Base Amount,
notwithstanding any other provision to the contrary in this
Agreement. However, the Severance Benefits shall not be reduced
if in the opinion of such tax counsel, the Severance Benefits (in
their full amount or as partially reduced, as the case may be)
plus all other payments or benefits which constitute "parachute
payments" within the meaning of Section 280G (b)(2) of the Code
are reasonable compensation for services actually rendered,
within the meaning of Section 280G (b)(4) of the Code, and such
payments are deductible by the Company. The Base Amount shall
include every type and form of compensation includable in
Employee's gross income in respect of his employment by the
company (or an Affiliate), except to the extent otherwise
provided in temporary or final regulations promulgated under
Section 280G (b) of the Code. For purposes of this Section 6
(g)(ii), a "change in ownership or control" shall have the
meaning set forth in Section 280G (b) of the Code and any
temporary or final regulations promulgated thereunder. The
present value of any non-cash benefit or any deferred cash
payment shall be determined by the Company's independent auditors
in accordance with the principles of Sections 280G (d)(3) and (4)
of the Code.
iii) Employee shall have the right to request that the
Company obtain a ruling from the Internal Revenue Service
("Service") as to whether any or all payments or benefits
determined by such tax counsel are, in the view of the Service,
"parachute payments" under Section 280G. If a ruling is sought
pursuant to executive's request, no Severance Benefits payable
under this Agreement shall be made to Employee to the extent they
would exceed 2.99 times the Base Amount until after 15 days from
the date of such ruling. For purposes of this Section 6,
Employee
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and the Company agree to be bound by the Service's ruling as to
whether payments constitute "parachute payments" under Section
280G. If the Service declines, for any reason, to provide the
ruling requested, the tax counsel's opinion provided with respect
to what payments or benefits constitute "parachute payments"
shall control, and the period during which the excessive portion
of the Severance Benefits may be deferred shall be extended to a
date 15 days from the date of the Service's notice indicating
that no ruling would be forthcoming.
iv) If Section 280G, or any successor statute, is repealed,
this Section 6(g) shall cease to be effective on the effective of
such repeal. The parties to this Agreement recognize that final
regulations under Section 280G of the Code may affect the amounts
that may be paid under this Agreement and agree that, upon
issuance of such final regulations this Agreement may be modified
as in good faith deemed necessary in light of the provisions of
such regulations to achieve the purposes of this Agreement, and
that consent to such modifications shall not be unreasonably
withheld.
7. NON-COMPETITION; CONFIDENTIAL INFORMATION.
(a) CONFIDENTIAL INFORMATION. Employee acknowledges that
Employee may receive, or contribute to the production of, Confidential
Information. For purposes of this Agreement, Employee agrees that
"Confidential Information" shall mean information or material
proprietary to Company or designated as Confidential Information by
Company and not generally known by non-Company personnel, which
Employee develops or of or to which Employee may obtain knowledge or
access through or as a result of Employee's relationship with Company
(including information conceived, originated, discovered or developed
in whole or in part by Employee). Confidential Information includes,
but is not limited to, the following types of information and other
information of a similar nature (whether or not reduced to writing)
related to Company's business: discoveries, inventions, ideas,
concepts, research, development, processes, procedures, "know-how",
formulae, marketing techniques and materials, marketing and
development plans, business plans, customer names and other
information related to customers, price lists, pricing policies,
financial information, employee compensation, and computer programs
and systems. Confidential Information also includes any information
described above which Company obtains from another party and which
Company treats as proprietary or designates as Confidential
Information, whether or not owned by or developed by Company.
Employee acknowledges that the Confidential Information derives
independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its
disclosure or use. Information publicly known without breach of this
Agreement that is generally employed by the trade at or after the time
Employee first learns of such information, or generic information or
knowledge which Employee would have learned in the course of similar
employment or work elsewhere in the trade, shall not be deemed part of
the Confidential Information. Employee further agrees:
i) To furnish Company on demand, at any time during or
after employment, a complete list of the names and addresses of
all present, former and potential customers and other contacts
gained while an employee of Company in Employee's possession,
whether or not in the possession or within the knowledge of
Company;
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ii) that all notes, memoranda, documentation and records in
any way incorporating or reflecting any Confidential Information
shall belong exclusively to Company, and Employee agrees to turn
over all copies of such materials in Employee's control to
Company upon request or upon termination of Employee's employment
with Company;
iii) that while employed by Company and thereafter Employee
will hold in confidence and not directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential
Information to any person or entity, or utilize any of the
Confidential Information for any purpose, except in the course of
Employee's work for Company; and
iv) that any idea in whole or in part conceived of or made
by Employee during the term of his employment, consulting, or
similar relationship with Company which relates directly or
indirectly to Company's current or planned lines of business and
is made through the use of any of the Confidential Information of
Company or any of Company's equipment, facilities, trade secrets
or time, or which results from any work performed by Employee for
Company, shall belong exclusively to Company and shall be deemed
a part of the Confidential Information for purposes of this
Agreement. Employee hereby assigns and agrees to assign to
Company all rights in and to such Confidential Information
whether for purposes of obtaining patent or copyright protection
or otherwise. Employee shall acknowledge and deliver to Company,
without charge to Company (but at its expense) such written
instruments and do such other acts, including giving testimony in
support of Employee's authorship or inventorship, as the case may
be, necessary in the opinion of Company to obtain patents or
copyrights or to otherwise protect or vest in Company the entire
right and title in and to the Confidential Information.
(b) NON-COMPETITION. During the Term, Employee agrees that he
shall not enter into or engage, directly or indirectly, whether on his
own account or as a shareholder (other than as a less than 2%
shareholder of a publicly-held company), partner, joint venturer,
employee, consultant, advisor, and/or agent, of any person, firm,
corporation, or other entity, in any or all of the following
activities:
i) Engaging in Company Business in the United States;
ii) soliciting the past or existing customers, clients,
suppliers, or business patronage of Company or any of its
predecessors, affiliates or subsidiaries, or use any Confidential
Information (as defined in Section 7(a)) for the purpose of, or
which results in, competition with Company or any of its
affiliates or subsidiaries;
iii) soliciting the employment of any employees of Company
or any of its affiliates or subsidiaries; and
iv) promoting or assisting, financially or otherwise, any
person, firm, association, corporation, or other entity engaged
in the Company Business in the United States.
(c) INJUNCTIONS. It is agreed that the restrictions contained
in this Section 7 are reasonable, but it is recognized that damages in
the event of the breach of any of the restrictions will be difficult
or impossible to ascertain; and, therefore, Employee agrees that,
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in addition to and without limiting any other right or remedy Company
may have, Company shall have the right to an injunction against
Employee issued by a court of competent jurisdiction enjoining any
such breach without showing or proving any actual damage to Company.
(d) Employee also agrees, acknowledges, covenants, represents
and warrants as follows:
i) That he has read and fully understands the foregoing
restrictions and that he has consulted with a competent attorney
regarding the uses and enforceability of restrictive covenants;
ii) that he is aware that there may be defenses to the
enforceability of the foregoing restrictive covenants, based on
time or territory considerations, and that he knowingly,
consciously, intentionally and entirely voluntarily, irrevocably
waives any and all such defenses and will not assert the same in
any action or other proceeding brought by Company for the purpose
of enforcing the restrictive covenants or in any other action or
proceeding involving him and Company;
iii) that he is fully and completely aware that, and further
understands that, the foregoing restrictive covenants are an
essential part of the consideration for Company entering into
this Agreement and that Company is entering into this Agreement
in full reliance on these acknowledgments, covenants,
representations and warranties; and
iv) that the existence of any claim or cause of action by
him against Company, if any, whether predicated upon this
Agreement or otherwise, shall not constitute a defense to the
enforcement by Company of the foregoing restrictive covenants
which shall be litigated separately.
(e) If period of time and/or territory described above are
nevertheless held to be in any respect an unreasonable restriction
(after giving due consideration to the provisions of Section 7(d)
above), then it is agreed that the court so holding may reduce the
territory to which the restriction pertains or the period of time in
which it operates or may reduce both such territory and such period,
to the minimum extent necessary to render such provision enforceable.
(f) The obligations described in this Section 7 shall survive
any termination of this Agreement or any termination of the employment
relationship created hereunder for the maximum period of time said
obligations may be legally enforced.
8. INVENTIONS AND CREATIONS.
(a) Employee agrees that all inventions, discoveries,
developments, improvements, ideas, distinctive marks, symbols or
phrases, copyrightable creations, works of authorship, mask works and
other contributions including but not limited to software,
advertising, design, artwork, manuals and writings (collectively
referred to as "Creations"), whether or not protectable by statute,
which have been, or are in the future conceived, created, made,
developed or acquired by Employee, either individually or jointly,
while employee is retained by Company and relate in any manner to
Employee's work for Company, the research or business of Company or
fields into which the business of
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Company may extend, belong to Company. Employee hereby sells, assigns
and transfers to Company exclusively and irrevocably, without further
compensation, all ownership, title and rights in and to all of the
Creations. Employee further agrees to promptly and fully disclose the
Creations to Company in writing, if requested by Company, and to
execute and deliver any and all lawful applications, assignments and
other documents which Company requests for protecting the Creations in
the United States or any other country. Company shall have the full
and sole power to prosecute such applications and to take all other
actions concerning the Creations, and Employee agrees to cooperate
fully, at the expense of Company, in the preparation and prosecution
of all such applications and any legal actions and proceedings
concerning the Creations.
(b) Employee agrees and warrants that the Creations will be
Employee's original work and will not improperly or illegally
incorporate any material created by or belonging to others.
(c) Employee agrees to and does hereby sell, assign, convey and
transfer to Company any and all manuscripts, programs, writings,
pictorial materials, originals, camera-ready copies, and all drafts
and notes of the Creations, regardless of the media in which they
might exist, and to provide these materials to Company promptly
whenever requested by Company and upon completion of the Agreement,
and to execute documents, give testimony and otherwise cooperate fully
with Company to establish and/or confirm Company's ownership, patent,
copyright and/or trademark rights concerning the Creations.
(d) Without diminishing in any way the rights granted to Company
above, if a Creation is described in a patent, copyright or trademark
application, or is disclosed to a third party by Employee within two
(2) years after Employee's employment with Company is terminated,
Employee agrees that it is to be presumed that the Creation was
conceived, created, made, developed or acquired by Employee during the
period of his employment with Company, unless Employee can prove
otherwise by clear and convincing evidence.
9. GOVERNING LAW AND VENUE. Arizona law shall govern the
construction and enforcement of this Agreement and the parties agree that
any litigation pertaining to this Agreement shall be in courts located in
Maricopa County, Arizona.
10. CONSTRUCTION. The language in all parts of this Agreement shall
in all cases be construed as a whole according to its fair meaning and not
strictly for nor against any party. The Section headings contained in this
Agreement are for reference purposes only and will not affect in any way
the meaning or interpretation of this Agreement. All terms used in one
number or gender shall be construed to include any other number or gender
as the context may require. The parties agree that each party has reviewed
this Agreement and has had the opportunity to have counsel review the same
and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation
of this Agreement or any amendment or any exhibits thereof.
11. NONDELEGABILITY OF EMPLOYEE'S RIGHTS AND COMPANY ASSIGNMENT
RIGHTS. The obligations, rights and benefits of Employee hereunder are
personal and may not be delegated, assigned or transferred in any manner
whatsoever, nor are such obligations, rights or benefits subject to
involuntary alienation, assignment or transfer. Upon reasonable notice to
Employee, Company may transfer Employee to an affiliate of Company, which
affiliate shall assume the obligations of Company under this Agreement.
This Agreement shall be assigned automatically to any entity merging with
or acquiring Company or its business.
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12. ASSIGNMENT. This Agreement and the respective rights, duties and
obligations of Employee hereunder may not be assigned or delegated by
Employee.
13. SEVERABILITY. In the event any term or provision of this
Agreement is declared by a court of competent jurisdiction to be invalid or
unenforceable for any reason, this Agreement shall remain in full force and
effect, and either (a) the invalid or unenforceable provision shall be
modified to the minimum extent necessary to make it valid and enforceable
or (b) if such a modification is not possible, this Agreement shall be
interpreted as if such invalid or unenforceable provision were not a part
hereof.
14. ATTORNEYS' FEES. Except as otherwise provided herein, in the
event any party hereto institutes an action or other proceeding to enforce
any rights arising out of this Agreement, the party prevailing in such
action or other proceeding shall be paid all reasonable costs and
attorneys' fees by the non-prevailing party, such fees to be set by the
court and not by a jury and to be included in any judgment entered in such
proceeding.
15. CONSIDERATION. It is expressly understood and agreed that this
document sets forth the entire consideration for this Agreement, and that
said consideration for this Agreement is contractual and not a mere
recital.
16. CONSTRUCTION. This Agreement is a negotiated agreement and any
documents delivered pursuant hereto shall be construed without regard to
the identity of the persons or entities who or which drafted the various
provisions thereof. Every provision of this Agreement and such other
employment-related documents shall be construed as though all parties
participated equally in the drafting thereof. Any legal rule of
construction that a document is to be construed against the drafting party
shall not be applicable and is expressly waived by Company and Employee.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all such counterparts shall be deemed to constitute one and
the same instrument, and each of said counterparts shall be deemed an
original hereof.
18. CAPTIONS. The captions used in this Agreement are inserted for
convenience only and shall not affect the meaning or construction of this
Agreement.
19. NOTICES. All notices required or permitted hereunder shall be
in writing and shall be deemed duly given upon receipt if either personally
delivered, sent by certified mail, return receipt requested, or sent by a
nationally-recognized overnight courier service, addressed to the parties
as follows:
If to Company: Renaissance Group International, Ltd.
------------- 7501 N. 16th Street, Suite 200
Phoenix, Arizona 85020
Attn: President
If to Employee: John Williams
-------------- 4102 N. Ranier
Mesa, AZ 85215
or to such other address as any party may provide to the other in
accordance with this Section.
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20. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof
(i.e., Employee's employment by Company) and supersedes all prior or
contemporaneous understandings or agreements in regard thereto; provided,
however, that (except as otherwise set forth herein) this Agreement shall
not affect or supersede any rights of Company under any other contracts or
other agreements between or otherwise involving the parties, any
restrictive covenants or any similar agreements. No modification or
addition to this Agreement shall be valid unless in writing, specifically
referring to this Agreement and signed by all parties hereto. No waiver of
any rights under this Agreement shall be valid unless in writing and signed
by the party to be charged with such waiver. No waiver of any term or
condition contained in this Agreement shall be deemed or construed as a
further or continuing waiver of such term or condition, unless the waiver
specifically provides otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
16th day of March, 1998.
RENAISSANCE INTERNATIONAL GROUP, EMPLOYEE:
LTD, a Nevada corporation
By: /s/ KEVIN JONES /s/ JOHN WILLIAMS
---------------------------------- ---------------------------------
Its: President John Williams
--------------------------------
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