{"id":39109,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-endeavor-technologies-inc-and-k-robert.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-endeavor-technologies-inc-and-k-robert","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-endeavor-technologies-inc-and-k-robert.html","title":{"rendered":"Employment Agreement &#8211; Endeavor Technologies Inc. and K. Robert Draughon"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n         THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made as of the 1st day\nof February, 1998, by and between ENDEAVOR TECHNOLOGIES INC., a Georgia\ncorporation (\"ETI\"), and K. ROBERT DRAUGHON, an individual (the \"Executive\"),\nand is effective as of the date hereof.\n\n         WHEREAS, Executive is expected to make a significant contribution to\nthe success and development of ETI in his role as a Director and the Chief\nFinancial Officer of ETI; and\n\n         WHEREAS, Executive is willing to render services to ETI on the terms\nand subject to the conditions set forth herein.\n\n         NOW, THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged by Executive and ETI including,\nwithout limitation, the promises and covenants described herein, the parties\nhereto, intending to be legally bound, hereby agree as follows:\n\n                                    ARTICLE I\n\n                                   EMPLOYMENT\n\n         Section 1.1       Term of Employment. The term of Executive's\nemployment hereunder shall commence on or before February 2, 1998 and continue\nfor a period of two (2) years, unless earlier terminated as provided in this\nAgreement. At the end of the second year of the initial two-year term, this\nAgreement shall automatically be extended for an additional one-year term unless\neither party hereto shall give written notice of its or his intent to terminate\none hundred eighty (180) days prior to the end of the second year of the initial\ntwo-year term.\n\n         Section 1.2       Duties and Responsibilities of Executive. Executive\nis hereby employed full time as the Chief Financial Officer of ETI, shall do and\nperform all services and acts necessary or advisable to fulfill the duties of\nsuch offices, and shall conduct and perform such additional services and\nactivities as may be determined from time to time by the Board of Directors or\nthe CEO of ETI, as applicable. During the term of this Agreement, Executive\nshall devote his full time, energy and skill to the business of ETI and to the\npromotion of ETI's interests, and Executive acknowledges that he has a duty of\nloyalty to ETI and shall not engage in, directly and indirectly, any other\nbusiness or activity that could materially and adversely affect ETI's business\nor the Executive's ability to perform his duties under this Agreement.\n\n         In his capacity as an officer of ETI, Executive shall report to the CEO\nof ETI. Executive's authority and responsibility in ETI shall at all times be\nsubject to the review and discretion of the Board of Directors, who shall have\nthe final authority to make decisions regarding the business of ETI.\n\n\n&gt;PAGE&gt;   3\n\n         Section 1.3       Compensation. For all services to be rendered by\nExecutive under this Agreement, ETI shall pay Executive as follows:\n\n         (a)      Base Salary. Executive shall be paid an annual gross salary\nof One Hundred Seventy-Five Thousand Dollars ($175,000) payable bi-weekly. At\nthe sole discretion of the Board of Directors of ETI, Executive's annual gross\nsalary may be increased, from time to time, throughout the term of this\nAgreement, the amount of any such increase to be determined by the Board of\nDirectors (or by a compensation committee thereof).\n\n         (b)      Annual Bonus. Executive may be paid an annual bonus in an\namount recommended by the CEO of ETI and approved by the Board of Directors of\nETI (or a compensation committee thereof).\n\n         Section 1.4       Benefits.\n\n         (a)      Vacation. Executive shall be entitled to three weeks paid\nvacation annually during the first three calendar years of his employment by ETI\nand four weeks paid vacation during each calendar year thereafter. Any vacation\nnot used during any calendar year shall be forfeited except that one week's\nunused vacation may be carried forward to the year following the year in which\nsuch vacation entitlement accrued.\n\n         (b)      Life, Disability and Retirement Programs. Executive shall be\nentitled to participate in any life, disability and retirement programs that are\ngenerally offered to or provided for the senior management personnel of ETI,\nsaid programs to be approved by the Board of Directors.\n\n         (c)      Group Insurance. Executive shall be entitled to participate\nin such group health and dental insurance programs (including family coverage)\nas may from time to time be offered generally to all of the other members of the\nsenior management personnel of ETI and its subsidiaries. Executive's\nparticipation shall be on the same basis (including cost provisions) as such\nother members of senior management.\n\n         Section 1.5       Stock Options. ETI shall grant Executive options to\npurchase 265,000 shares of Common Stock, Series D of ETI (the \"Options\"), such\nOptions to be subject to the terms and conditions set forth below. The Options\nshall be adjusted for any change in the total issued common shares of ETI (of\nany class) due to stock splits and stock dividends so that after the change, the\nnumber of shares subject to the then outstanding Options bears the same\nproportion to the total number of issued common shares of ETI (of all classes)\nas borne prior to the change.\n\n         (a)      Grant, Vesting and Exercise. Options to purchase 265,000\nshares of Common Stock, Series D shall be granted as of the effective date of\nthis Agreement and at the exercise price of Two Dollars ($2.00) per each share\nof Common Stock, Series D acquired upon exercise (subject to customary\nadjustments). It is agreed that Two Dollars ($2.00) is the fair market value of\na share as of the effective date hereof. Said Options shall vest and become\nexercisable in accordance with the following schedule and shall remain\nexercisable through the fourth anniversary of the effective\n\n\n                                     - 2 -\n&gt;PAGE&gt;   4\n\ndate of this Agreement, at which time such Options shall expire unless earlier\nterminated in accordance with the provisions hereof. Such Options shall include\na provision requiring Executive to execute and deliver a copy of the Restated\nShareholders Agreement (as it may be amended from time to time) among ETI and\nall of its current shareholders (the \"Restated Shareholders Agreement\").\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                     Option for\n                      Number of                   Date Vested\n                       Shares                   and Exercisable\n                     ----------                ----------------\n                     &gt;S&gt;                       &gt;C&gt;\n                       88,333                  February 2, 1998\n                       44,167                  February 2, 1999\n                       44,167                  February 2, 2000\n                       88,333                  February 2, 2001\n&gt;\/TABLE&gt;\n\n         At the effective time and date of a registration statement filed under\nthe 1993 Act for a public offering of any series of ETI's shares, one-half (1\/2)\nof the Options held by Executive which then have not vested and become\nexercisable under the above vesting schedule will immediately vest and become\nexercisable. All Options shall vest and become exercisable upon a Change of\nControl of ETI which occurs subsequent to the effective time and date of a\nregistration statement filed under the Securities Act of 1933 (\"1933 Act\") for a\npublic offering of any series of ETI's shares. For purposes of this Section\n1.5(a), a \"Change of Control\" shall mean a change of the possession, direct or\nindirect, of the power to direct or cause the direction of management and\npolicies of ETI, whether through ownership of voting securities, by contract\n(other than a commercial contract for goods or non-management services), or\notherwise. Without limitation, a Change of Control shall be deemed to have\noccurred if any person or entity that is not on the date hereof the beneficial\nowner of any securities of ETI becomes the beneficial owner, directly or\nindirectly, of 20% or more of the combined voting power of ETI's outstanding\nvoting securities ordinarily having the right to vote for the election of\ndirectors of ETI.\n\n         (b)      Return of Options and Repurchase of Shares. (i) In the event\nthat Executive voluntarily resigns his employment with ETI prior to February 2,\n2000, all then outstanding Options that have been issued to Executive shall be\ncanceled as of the date of Executive's notice of voluntary resignation. In the\nevent that Executive voluntarily resigns his employment with ETI after February\n1, 2000, all then outstanding and exercisable options shall remain exercisable\nin full for a period of 120 days after the date of such notice of voluntary\nresignation. ETI shall have the option at its sole discretion to purchase any\nunexercised Options from the Executive at a price per share equal to the\ndifference between the exercise price of such Options and the per share\n\n\n                                     - 3 -\n&gt;PAGE&gt;   5\n\nFair Market Value of the shares of Common Stock underlying such Options\ndetermined as of or before the thirtieth (30th) day following the date such\nnotice of voluntary resignation was given, with the Fair Market Value of such\nshares of Common Stock to be determined in the manner set forth in clause (iv)\nof this Subsection 1.5(b) set forth below. Furthermore, in the event Executive\nvoluntarily resigns his employment with ETI and no registration statement filed\nunder the 1933 Act for a public offering of any series of ETI's shares has\nbecome effective, then ETI in its sole discretion may purchase any shares of\nCommon Stock previously obtained by Executive upon his exercise of any Options\nfor an amount equal to the Fair Market Value of such shares of Common Stock. Any\nsuch repurchase of shares by ETI shall be accomplished within 180 days after\nETI's receipt of such notice of resignation.\n\n                  (ii)     In the event that Executive's employment with ETI\nshall be terminated by ETI for Cause after February 1, 1999 or at any time\nwithout Cause, all then outstanding and unexercised Options shall become\nexercisable in full as of the date such notice of termination was given by ETI\nand shall remain exercisable in full for a period of 120 days after the date\nsuch notice of termination was given. ETI shall have the option at its sole\ndiscretion to purchase any unexercised Options from the Executive at a price per\nshare equal to the difference between the exercise price of such Options and the\nper share Fair Market Value of the shares of Common Stock underlying such\nOptions determined as of or before the thirtieth (30th) day following the date\nsuch notice of termination was given by ETI, with the Fair Market Value of such\nshares of Common Stock to be determined in the manner set forth in clause (iv)\nof Subsection 1.5(b) appearing below. Furthermore, if no registration statement\nfiled under the 1933 Act for a public offering of any series of ETI's Common\nStock has become effective, then ETI in its sole discretion may repurchase any\nshares of Common Stock previously obtained by Executive upon the exercise of any\nOptions for an amount equal to the Fair Market Value of such shares of the\nshares of Common Stock. Any such repurchase of the shares of Common Stock shall\nbe accomplished within 180 days after the date such notice of termination was\ngiven by ETI.\n\n                  (iii)    In the event Executive's employment with ETI shall be\nterminated by ETI for Cause on or before February 1, 1999, all then outstanding\nOptions will be canceled, and, if no registration statement filed under the 1933\nAct for a public offering of any series of ETI's Common Stock has become\neffective, then ETI in its sole discretion may repurchase any shares of Common\nStock previously obtained by Executive upon his exercise of any Options for an\namount equal to the aggregate amount paid by Executive to ETI in connection with\nthe exercise price of such Options plus interest at eight percent per annum for\nthe period Executive owned the Common Stock. Any such repurchase of the shares\nof Common Stock shall be accomplished within 180 days after such notice of\ntermination.\n\n                  (iv)     The Fair Market Value of a share of Common Stock,\nSeries D on the date specified by ETI shall mean (i) the closing sales price of\nthe Common Stock of ETI on such date on the national securities exchange\n(treating the NASDAQ National Market System as a national securities exchange)\nhaving the greatest volume of trading in the Common Stock during the thirty (30)\nday period preceding the day the value is to\n\n\n                                     - 4 -\n&gt;PAGE&gt;   6\n\nbe determined or, if such exchange was not open for trading on such date, the\nnext preceding date on which it was open; (ii) if the Common Stock is not traded\non any national securities exchange, the average of the closing high bid and low\nasked prices of the Common Stock on the over-the-counter market, in arms-length\ntransactions not involving an affiliate of ETI, on the day such value is to be\ndetermined, or in the absence of closing bids on such day, the closing bids on\nthe next preceding day on which there were bids; (iii) if the Common Stock also\nis not traded on the over-the-counter market, the average net proceeds per share\nreceived or the price paid by ETI with respect to shares of Common Stock of any\nseries sold or purchased by ETI in arms length transactions during the ninety\n(90) days preceding the day the value is to be determined; or (iv) if no such\npurchase or sale transactions by ETI have occurred within such ninety (90) day\nperiod, the fair market value as determined in good faith by the Board of\nDirectors of ETI based on (a) such relevant facts as may be available to such\nBoard, which may include opinions of independent experts, the price at which\nrecent purchases or sales have been made by third parties, the book value of the\nper share, and the ETI's current and future earnings or (b) an independent\nappraisal, conducted at ETI's expense, by a qualified financial appraiser who is\nreasonably satisfactory to both ETI and Executive, provided that the selection\nof method (a) or (b) shall be by mutual agreement of the Board and Executive.\n\n         (c)      Initial Public Offering. In the event that ETI shall undertake\nan initial public offering (\"IPO\") of any series of its stock, pursuant to which\nit files a registration statement in accordance with the 1933 Act, notice of the\nfiling of such registration statement shall be provided to Executive, and upon\nthe effective date of such registration statement (i) pursuant to and in\naccordance with the Restated Shareholders Agreement, each one (1) outstanding\nshare of Common Stock, Series D will become one (1) share of Common Stock with\nall rights of a share of Common Stock, Series A, (ii) pursuant to and in\naccordance with Section 1.5(a) above, one-half (1\/2) of the Executive's then\nunvested Option shall immediately vest and become exercisable, and (iii) ETI\nshall have no right to repurchase any shares of Common Stock obtained by his\nexercise of any Options.\n\n         Section 1.6       Member of Board. Executive will be elected to the\nBoard of Directors of ETI at the first regularly scheduled Board meeting\nfollowing the effective date hereof.\n\n         Section 1.7       Business Expenses. Executive shall be entitled to\nreimbursement of all ordinary and necessary business expenses reasonably\nincurred for business travel, communications (including cell phone and pager),\nentertainment and meals in connection with the performance of Executive's duties\nunder this Agreement in accordance with ETI's established policies for\nreimbursement of business expenses including an automobile allowance of Five\nHundred Dollars ($500) per month. ETI will also pay the initiation fees,\nmembership dues and assessments for Executive's family membership in a club in\nthe Atlanta area acceptable to ETI and Executive which would permit Executive to\nengage in business entertainment for the benefit of ETI. ETI expects Executive\nto attend and participate in continuing education seminars and courses with\nrespect to the health industry and business management related to his\n\n\n                                     - 5 -\n&gt;PAGE&gt;   7\n\nduties, and ETI will reimburse all ordinary and necessary expenses of such\nattendance and participation. Such continuing education courses and seminars\nwill be scheduled in consultation with the CEO of ETI to ensure coordination of\nschedules.\n\n                                   ARTICLE II\n\n                             COVENANTS OF EXECUTIVE\n\n         Section 2.1       Confidentiality. Executive recognizes the interest\nof ETI in maintaining the confidential nature of its proprietary and other\nbusiness and commercial information. In connection therewith, Executive\ncovenants that during the term of his employment with Company under this\nAgreement, and for a period of one (1) year thereafter, Executive shall not,\ndirectly or indirectly, except as authorized by the Board of Directors, publish,\ndisclose or use for his own benefit or for the benefit of a business or entity\nother than ETI or otherwise, any secret or confidential matter, or proprietary\nor other information not in the public domain that was acquired by Executive\nduring his employment, relating to ETI, or any of its subsidiaries' businesses,\noperations, customers, suppliers, products, employees, financial affairs or\nindustrial practices, technology, know-how or intellectual property or other\nsimilar information (the \"Proprietary Information\").\n\n         Executive will abide by ETI's policies and regulations, as established\nfrom time to time, for the protection of its Proprietary Information. Executive\nacknowledges that all records, files, data, documents and the like relating to\nsuppliers, customers, costs, prices, systems, methods, personnel, technology and\nother materials relating to ETI or its affiliated entities shall be and remain\nthe sole property of ETI and\/or such affiliated entity and shall, upon the\nrequest of ETI, turn over all copies of such Proprietary Information to ETI\n(together with a written statement certifying as to his compliance with the\nforegoing).\n\n         Section 2.2       Non-Solicitation of Customers and Non-Competition.\nDuring the term of his employment with ETI, and for a period of one (1) year\nthereafter, Executive shall not directly or indirectly, through one or more\nintermediaries or otherwise, solicit, direct or appropriate, or attempt to\nsolicit, direct or appropriate any individual or entity which was, at the time\nof termination of Executive's employment, a customer or client of ETI for the\npurpose of providing a service or product to such customer or client which is\nthe same type of service or product offered or provided by ETI at the time of\ntermination of Executive's employment, with ETI.\n\n         During the Executive's employment with ETI, and for the one (1) year\nperiod following the termination of Executive's employment with ETI for any\nreason, Executive shall not, without the prior written consent of the Board of\nDirectors, which consent may be withheld at the sole discretion of the Board of\nDirectors, engage or participate in, as a business executive or equity owner,\nthe management or conduct of any business or enterprise that directly competes\nin any geographical area with any line of business in which ETI was engaged in\nat the time of termination of Executive's employment with ETI; provided,\nhowever, that nothing in this Section 2.2 shall prohibit Executive from\n\n\n                                     - 6 -\n&gt;PAGE&gt;   8\n\nacquiring or holding, for investment purposes only, less than five percent (5%)\nof the outstanding publicly traded securities of any corporation which may\ncompete directly or indirectly with ETI.\n\n         Section 2.3       Non-Solicitation of Employees. During the term of\nExecutive's employment with ETI, and for a period of one (1) year thereafter\n(the \"Non-solicitation Period\"), Executive shall not, directly or indirectly,\nthrough one or more intermediaries or otherwise, employ, induce, solicit for\nemployment, or assist others in employing, inducing or soliciting for employment\nany individual who is at any time during the Non-solicitation Period an employee\nof ETI for the purpose of providing services that are the same or similar to the\ntypes of services offered or engaged in by ETI at the time of termination of\nExecutive's employment with ETI.\n\n         Section 2.4       Trade Secrets. The Executive shall not, at any time,\neither during the term of his employment or after any termination of employment,\nuse or disclose any Trade Secrets (as defined under applicable law) of ETI or\nits subsidiaries, except in fulfillment of his duties as the Executive during\nhis employment, for so long as the pertinent information or data remain Trade\nSecrets, whether or not the Trade Secrets are in written or tangible form.\n\n                                   ARTICLE III\n\n                            TERMINATION OF EMPLOYMENT\n\n         Section 3.1       Termination by Company. Executive's employment may be\nterminated by ETI by giving notice during the term of this Agreement upon the\noccurrence of one or more of the following events:\n\n         (a)      Executive's death or disability which renders Executive\nincapable of performing his duties for more than one hundred twenty (120)\ncalendar days in one calendar year or within consecutive calendar years\n(termination under this Section 3.1(a) shall be deemed termination without\nCause);\n\n         (b)      for any reason following a determination by the Board of\nDirectors of ETI to terminate Executive's employment (termination under this\nSection 3.1(b) shall be deemed termination without Cause); or\n\n         (c)      \"for Cause,\" which for purposes of this Agreement shall mean\nthat the Executive shall have committed or engaged in:\n\n                  (i)      an intentional act of fraud, embezzlement or theft in\nconnection with his duties or in the course of his employment with ETI;\n\n                  (ii)     any intentional wrongful damage to any material\nassets of ETI;\n\n                  (iii)    any intentional wrongful disclosure of Proprietary\nInformation or Trade Secrets of ETI or its affiliates;\n\n\n                                     - 7 -\n&gt;PAGE&gt;   9\n\n                  (iv)     a felony or any similar crime involving dishonesty or\nmoral turpitude;\n\n                  (v)      the habitual and debilitating use of alcohol or\ndrugs; or\n\n                  (vi)     the failure of the Executive to meet performance\nexpectations, as determined and articulated by a majority of the members of\nETI's Board of Directors other than Executive; provided, however, that in the\nevent of this clause (vi) being the sole reason for a termination for Cause,\nExecutive shall have the cure provisions and rights provided for in Section\n3.1(d) hereof and clause (ii) of Section 3.2(c) hereof.\n\n         (d)      In the event of a determination by ETI's Board of Directors to\nterminate Executive's employment under clause (vi) of Section 3.1(c) based\nsolely on the failure of Executive to meet performance expectations, then ETI\nshall furnish to Executive in writing a notice of proposed termination setting\nforth a specific statement of the deficiencies in his performance. Executive\nshall then have a period of ninety (90) days after the giving of such written\nnotice of proposed termination by ETI in which to attempt to effect a cure of\nthe specified deficiencies. If at the end of such ninety (90) day period no such\ncure has been effected to the reasonable satisfaction of the Board of Directors\nof ETI, then Executive's employment shall be terminated as of the end of such\nninety (90) day period. ETI shall be obligated to provide to Executive only one\nsuch notice of proposed termination, and if subsequent to effecting a cure of\nspecified deficiencies the Executive is determined by the Board of Directors to\nhave again failed to meet performance expectations, then his employment may be\nterminated immediately upon ETI's giving of notice of termination to Executive\nwhich specifies his deficiencies in performance.\n\n         Section 3.2       Severance. For purposes of this Agreement,\nExecutive's entitlement to any severance payments upon termination of his\nemployment shall be as set forth below:\n\n         (a)      Termination Without Cause. Executive shall be entitled to 12\nmonths salary continuation, payable in bi-weekly installments, and continued\nparticipation in ETI's group health and dental insurance program upon the timely\nperiodic payment of the amount required by ETI for employees to maintain family\ncoverage for such programs, as severance pay in the event that the Executive's\nemployment is terminated without Cause, commencing as of the date of Executive's\ndeath or disability for purposes of Section 3.1(a), or the date specified in a\nnotice given under Section 3.1(b).\n\n         (b)      Voluntary Termination. Executive shall not receive any\nseverance pay in the event that he voluntarily resigns his employment with ETI\nunless such severance pay is approved by the Board of Directors of ETI in its\nsole discretion. Executive shall provide a minimum of thirty (30) days prior\nnotice to the CEO of his resignation. In the event Executive shall provide\nthirty (30) days prior written notice of his intent to resign, ETI may accept\nsuch resignation effective as of any date during such thirty (30) day period as\nETI deems appropriate, provided that Executive shall receive from ETI his salary\nand be entitled to participate at ETI's expense in any Company sponsored\n\n\n                                     - 8 -\n&gt;PAGE&gt;   10\n\nbenefit programs in which he was a participant as of the effective date of his\nresignation for the duration of such thirty (30) day period.\n\n         (c)      For Cause. Executive shall not be entitled to any severance\npay whatsoever in the event that his employment is terminated \"for Cause\"\npursuant to Section 3.1 (c) of this Agreement, unless (i) severance pay is\napproved by the Board of Directors of ETI in its sole discretion, or (ii)\nExecutive's employment is terminated based solely on nonperformance pursuant to\nclause (vi) of Section 3.1(c), in which event Executive shall be entitled to\nthree (3) months salary continuation and continued participation in ETI's group\nhealth and dental insurance program upon timely periodic payment of the amount\nrequired by ETI for employees to maintain family coverage for such programs.\n\n                                   ARTICLE IV\n\n                               GENERAL PROVISIONS\n\n         Section 4.1       Withholding of Taxes. ETI may withhold from any\namounts payable under this Agreement all federal, state, city or other taxes and\nwithholdings as shall be required pursuant to any applicable law, rule or\nregulation.\n\n         Section 4.2       Notice. For purposes of this Agreement, all\ncommunications including, without limitation, notices, consents, requests or\napprovals, provided for herein shall be in writing and shall be deemed to have\nbeen duly given (i) when personally delivered, (ii) on the day of transmission\nwhen given by facsimile transmission with confirmation of receipt, (iii) on the\nfollowing day if submitted to a nationally recognized courier service, or (iv)\nfive (5) business days after having been mailed by United States registered mail\nor certified mail, return receipt requested, postage prepaid, addressed to ETI\n(to the attention of the Secretary of ETI) at its principal executive office or\nto Executive at his principal residence, or to such other address as any party\nmay have furnished to the other in writing and in accordance herewith, except\nthe notices of change of address shall be effective only upon receipt.\n\n         Section 4.3       Governing Law. The validity, interpretation,\nconstruction, performance and enforcement of this Agreement shall be governed by\nthe laws of the State of Georgia, without giving effect to the principles of\nconflict of laws of such State.\n\n         Section 4.4       Validity. If any provision of this Agreement or the\napplication of any provision hereof to any person or circumstances is held\ninvalid, unenforceable or otherwise illegal, the remainder of this Agreement and\nthe application of such provision to any other person or circumstances shall not\nbe affected, and the provision so held to be invalid, unenforceable or otherwise\nillegal shall be reformed to the extent (and only to the extent) necessary to\nmake it valid, enforceable and legal; provided, however, if the provision so\nheld to be invalid, unenforceable or otherwise illegal constituted a material\ninducement to a party's execution and delivery of this Agreement, such provision\nshall not be reformed unless prior to any reformation that party agrees to be\nbound by the reformation.\n\n\n                                     - 9 -\n&gt;PAGE&gt;   11\n\n         Section 4.5       Entire Agreement. This Agreement supersedes any other\nagreements, oral or written, between the parties with respect to the subject\nmatter hereof, and contains all of the agreements and understandings between the\nparties with respect to the employment of Executive by ETI. Any waiver or\nmodification of any term of this Agreement shall be effective only if it is set\nforth in a writing signed by all parties hereto.\n\n         Section 4.6       Successors and Binding Agreement.\n\n         (a)      This Agreement shall be binding upon and inure to the benefit\nof ETI and any Successor of or to ETI, but shall not be otherwise be assignable\nor delegable by ETI. \"Successor\" shall mean any successor in interest,\nincluding, without limitation, any entity, individual or group of persons\nacquiring directly or indirectly all or substantially all of the business or\nassets of ETI, whether by sale, merger, consolidation, reorganization or\notherwise.\n\n         (b)      ETI shall require any Successor to agree at the time of\nbecoming a Successor to perform this Agreement to the same extent as the\noriginal parties would be required if no succession had occurred.\n\n         (c)      This Agreement shall inure to the benefit of and be\nenforceable by Executive's personal or legal representatives, executors,\nadministrators, heirs, distributees and legatees.\n\n         (d)      This Agreement is personal in nature and neither of the\nparties shall, without the consent of the other, assign, transfer or delegate\nthis Agreement or any rights or obligations hereunder except as expressly\nprovided in this Section 4.6.\n\n         Section 4.7       Captions. The captions in this Agreement are solely\nfor convenience of reference and shall not be given any effect in the\nconstruction or interpretation of this Agreement.\n\n         Section 4.8       Miscellaneous. No provisions of this Agreement may be\nmodified, waived or discharged unless such waiver, modification or discharge is\nagreed to in a writing signed by Executive and ETI. No waiver by a party hereto\nat any time of any breach by another party hereto or compliance with any\ncondition or provision of this Agreement to be performed by such other party\nshall be deemed a waiver of similar or dissimilar provision or conditions at the\nsame or at any prior or subsequent time.\n\n         Section 4.9       Counterparts. This Agreement may be executed in one\nor more counterparts, each of which shall be deemed to be an original but all of\nwhich together will constitute one and the same Agreement.\n\n\n                                     - 10 -\n&gt;PAGE&gt;   12\n\n         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted and delivered as of the date first above written.\n\n\n                                       ENDEAVOR TECHNOLOGIES INC.\n\n\n\n                                       By:   \/s\/  Jeffrey T. Arnold\n                                          -------------------------------------\n                                          Jeffrey T. Arnold\n                                          Chief Executive Officer\n\n\n                                       EXECUTIVE\n\n\n\n                                             \/s\/  K. Robert Draughon\n                                          -------------------------------------\n                                          K. Robert Draughon\n\n\n\n\n                                     - 11 -\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9303],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39109","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39109","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39109"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39109"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39109"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39109"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}