Employment Agreement between SoundView Technology Group, Inc. and John Hervey

Summary

This agreement is between SoundView Technology Group, Inc. and John Hervey, outlining his employment as Managing Director and Director of Research from July 11, 2002, to December 31, 2003. John Hervey will receive a base salary, guaranteed bonuses, stock options, and standard executive benefits. The agreement also requires him to sign a non-disclosure and non-solicitation agreement. Terms for termination, including for cause and without cause, are specified, along with conditions for bonus payments and stock option vesting.

EX-10.3 4 a2086142zex-10_3.txt EXHIBIT 10.3 EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT") is entered into effective as of July 10, 2002, between SoundView Technology Group, Inc., a Delaware corporation (the "CORPORATION"), and John Hervey (the "EMPLOYEE"). W I T N E S S E T H: The Corporation desires to employ the Employee to have the benefits of his expertise and knowledge. The Employee, in turn, desires employment with the Corporation. The parties, therefore, enter into this Agreement to establish the terms and conditions of the Employee's employment with the Corporation. In consideration of the mutual covenants and representations contained in this Agreement, the Corporation and the Employee agree as follows: 1. EMPLOYMENT OF EMPLOYEE; DUTIES. The Corporation agrees to employ the Employee, and the Employee agrees to be employed by the Corporation, as a Managing Director and the Director of Research in the Old Greenwich, CT. office of its subsidiary, SoundView Technology Corporation, for the period specified in Section 2 (the "EMPLOYMENT PERIOD"), subject to the terms and conditions of this Agreement. During the Employment Period, the Employee shall report to the Chief Executive Officer or such other senior executive as the Corporation may deem appropriate from time to time and he shall assume such duties and responsibilities as may be properly assigned to him by the Corporation. 2. EMPLOYMENT PERIOD. The Employment Period shall begin July 11, 2002 and shall continue until December 31, 2003. 3. BASE SALARY. During the Employment Period, the Corporation shall pay the Employee a minimum annual base salary of Two Hundred Thousand Dollars ($200,000) ("Base Salary"). The Base Salary shall be payable in equal periodic installments which are not less frequent than the periodic installments in effect for salaries of other senior executives of the Corporation. The Base Salary shall be subject to annual review for upward adjustments based on the policies of the Corporation and the Employee's contributions to the business of the Corporation. 4. ANNUAL BONUS PLAN During the Employment Period, the Employee shall be entitled to participation at the senior executive level in the Corporation's bonus plan. For the period ending December 31, 2002, the Employee shall be entitled to a guaranteed bonus paid in cash which together with his Base Salary brings his compensation for this period to a total of at least One Million Four Hundred Thousand Dollars ($1,400,000) (the "2002 GUARANTEED BONUS"), and for the period from January 1, 2003 to December 31, 2003, a guaranteed bonus which together with his Base Salary brings his compensation for this period to a total of at least One Million Six Hundred Thousand Dollars ($1,600,000) (the "2003 GUARANTEED BONUS"). The 2002 Guaranteed Bonus shall be paid no later than January 31, 2003 and the 2003 Guaranteed Bonus shall be paid no later than January 31, 2004. The 2002 and 2003 Guaranteed Bonuses are intended to be, and are understood by Employee to be, an inducement to continued employment throughout the Employment Period and continued employment by the Employee throughout the period covered by the applicable Guaranteed Bonus, except as may otherwise be provided in Section 8, is a requirement for payment to be made by the Corporation. 5. BENEFITS. (a) In addition to and except for the matters governed by this Agreement, the Employee shall be entitled to employee benefits and perquisites, including but not limited to pension, deferred compensation plans, incentive, stock options, group life insurance, disability, sickness and accident insurance and health benefits under such plans and programs as provided to other Managing Directors of the Corporation from time to time. (b) The Employee shall be entitled to four (4) weeks paid vacation as well as holidays, leave of absence and leave for illness and temporary disability in accordance with the policies of the Corporation. (c) The Employee shall be entitled to reimbursement for normal and customary business expenses in accordance with the Company's policies for expense reimbursement for managing directors of the Corporation. 6. STOCK OPTIONS. The Corporation agrees that it shall recommend that the Employee be granted an option pursuant to the Corporation's Stock Incentive Plan, to purchase Seven Hundred and Fifty Thousand (750,000) shares of the Corporation's Common Stock at the fair market value on your first day of employment at the Company and an option to purchase Two Hundred Thousand (200,000) in January 2003 at the fair market value at the time of grant, which shall be at the same time as the Corporation's grant to other managing directors, but in no event later than January 31, 2002. The options to purchase Seven Hundred and Fifty Thousand shares shall vest incrementally as follows: 46,875 shares on September 30, 2002; and 46,875 shares on the last days of December, March, June and September thereafter until June 30, 2006. The options to purchase Two Hundred Thousand shares shall vest incrementally as follows: 12,500 on March 31, 2003 and 12,500 shares on the last days of June, September, December and March thereafter until December 31, 2006. The Executive shall also be eligible to receive additional annual grants as the Board or a committee of the Board may determine to be appropriate for senior executives in its sole judgment. 7. NON-DISCLOSURE; NON-SOLICITATION 2 As a condition to the employment arrangement, Employee agrees to execute and comply with the terms and conditions of the "SoundView Technology Group, Inc. Employee Non-Disclosure, Non-Solicitation, Non-Solicitation of Inventions Agreement" attached hereto as Exhibit I. 8. TERMINATION. 8.1 TERMINATION BY THE CORPORATION. (a) The Corporation may terminate the Employee's employment under this Agreement without Cause (as defined in Section 8.1(b)), at any time by giving notice thereof to the Employee at least thirty (30) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of employment. (b) The Corporation by majority vote of its Board of Directors, after providing an opportunity for the Employee to make a written submission to the Board, may terminate the Employee's employment under this Agreement for Cause at any time by notifying the Employee of such termination. For all purposes of this Agreement, the Employment Period shall end as of the date of such termination of employment. "CAUSE" shall mean the Executive's (i) neglect, failure or refusal to timely perform the duties of his employment (other than by reason of a physical or mental illness or impairment), or his gross negligence in the performance of his duties, (ii) material breach of any agreements, covenants and representations made in any employment agreement or other agreement with the Corporation or any subsidiary, (iii) violation of any law, rule, regulation or by-law of any governmental authority (state, federal or foreign), any securities exchange or association or other regulatory or self-regulatory body or agency applicable to the Corporation or any subsidiary or any material general policy or directive of the Corporation or any subsidiary, (iv) conviction of, or plea of guilty or nolo contendere to, a crime involving moral turpitude, dishonesty, fraud or unethical business conduct, or a felony, (v) giving or accepting undisclosed material commissions or other payments in cash or in kind in connection with the affairs of the Corporation or its clients, (vi) failure to obtain or maintain any registration, license or other authorization or approval that the Corporation or any subsidiary reasonably believes is required in order for the Grantee to perform his duties, or (vii) habitual abuse of alcohol or drugs; provided, however, that if the basis for Cause is based on either (i) or (ii) above, and the basis for Cause is subject to being cured by the Employee, the Corporation shall provide written notice of the basis for Cause to the Employee and the Employee shall have a period of thirty (30) days in which to cure the basis for Cause prior to any action by the Board of Directors. 8.2 TERMINATION BY THE EMPLOYEE. The Employee may terminate this Agreement at any time, for any reason or for no reason at all, by giving notice thereof to the Corporation at least thirty (30) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of employment. 8.3 SEVERANCE BENEFITS. 3 (a) If the Employee's employment under this Agreement is terminated before the end of the Employment Period by the Corporation without Cause or by the Employee for Good Reason (as defined in Section 8.3(d)), the Corporation shall pay the Employee a lump sum cash payment, within thirty (30) days of the date of such termination, equal to the sum of: (i) the aggregate amount of the Employee's unpaid Base Salary, payable at the annual rate in effect on the termination date, through the end of the Employment Period; and (ii) an amount representing the Employee's unpaid Guaranteed Bonus through the end of the Employment Period. (b) If the Employee's employment under this Agreement is terminated by the Corporation for Cause, by the Employee without Good Reason or if the Employee dies or becomes totally disabled (as defined in Section 8.4), the Corporation shall only pay the Employee a lump sum cash payment within thirty (30) days of the date of such termination, equal to the sum of Employee's unpaid Base Salary earned to the termination date. (c) If the Employee's employment under this Agreement is terminated by reason of the death of the Employee or the total disability of the Employee (as defined in Section 8.4), the Corporation shall pay a prorated portion of the 2002 Guaranteed Bonus (prorated from the date of this Agreement to the date of termination) if the death or disability occurs during 2002, or all of the 2002 Guaranteed Bonus if the death or disability occurs prior to the payment of the 2002 Guaranteed Bonus by the Corporation, and a prorated portion of the 2003 Guaranteed Bonus (prorated from January 1, 2003 to the date of termination) if the death or disability occurs during 2003. (d) "GOOD REASON" means (i) any material reduction in the Employee's authority, duties or responsibilities; or (ii) any material failure by the Corporation to pay or provide the compensation and benefits under this Agreement or breach of any other material provision of this Agreement; provided that, in each such event, the Employee shall give the Corporation notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with respect to any such circumstances cured by the Corporation within thirty (30) days after such notice. (e) If the Employee is entitled to receive payments or other benefits under this Agreement upon the termination of his employment with the Corporation, the Employee hereby irrevocably waives the right to receive any payments or other benefits under any other severance or similar plan maintained by the Corporation ("OTHER SEVERANCE PLAN"), provided, however, that if the payments and other benefits provided under such Other Severance Plan exceed the payments and other benefits under this Agreement, the Employee, in his sole discretion, may elect to receive the payments and benefits under such Other Severance Plan in lieu of the payments and benefits under this Agreement upon his termination of employment. 8.4 TERMINATION BY DEATH OR DISABILITY. This Agreement shall terminate automatically upon the Employee's death. If the Corporation determines in good faith that the Employee has a "total disability" (within the meaning of such term or of a similar term as defined in the Corporation's long-term disability plan as in effect from time to time), the 4 Corporation may terminate his employment under this Agreement by notifying the Employee thereof at least thirty (30) days before the effective date of such termination. 9. NOTICES. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to the Employee at the last address he has filed in writing with the Corporation or, in the case of the Corporation, to the Corporation's principal executive offices. 10. WITHHOLDING TAXES. The Corporation shall have the right, to the extent permitted by law, to withhold from any payment of any kind due to the Employee under this Agreement to satisfy the tax withholding obligations of the Corporation under applicable law. 11. BINDING AGREEMENT; WAIVER. This Agreement shall be binding upon the Employee and the Corporation on and after the date of this Agreement. The rights and obligations of the Corporation under this agreement shall inure to the benefit of and shall be binding upon the Corporation and any successor of the Corporation, and the benefits of this Agreement shall inure to the benefit of the Employee's estate and beneficiaries in the event of the Employee's death. Neither party may assign his or its duties or rights under this Agreement without the prior written consent of the other party; provided, however that (i) the Corporation may assign this Agreement to any subsidiary, parent or affiliate, without the consent of the Employee, and such assignment shall not, in and of itself, constitute, a termination of employment under this Agreement and (ii) this Agreement may be assigned without consent in connection with any sale of all or substantially all of the Corporation's assets or upon any merger, consolidation or reorganization of the Corporation with or into any other corporation. 12. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the Employee and the Corporation with respect to the subject matter hereof and supersedes and voids any and all prior agreements or understandings, written or oral, regarding the subject matter hereof. This Agreement may not be changed, modified, or discharged orally, but only by an instrument in writing signed by the parties. 13. GOVERNING LAW AND SEVERABILITY. This Agreement shall be governed by the laws of the State of New York (without giving effect to choice of law principles or rules thereof that would cause the application of the laws of any jurisdiction other than the State of New York) and the invalidity or unenforceability of any provisions hereof shall in no way affect the validity or enforceability of any other provision. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 14. ARBITRATION. DISPUTES REGARDING THE EMPLOYEE'S EMPLOYMENT WITH THE CORPORATION, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT WHICH CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE CORPORATION AND THE EMPLOYEE, BUT EXCLUDING ANY 5 DISPUTES REGARDING THE EXECUTIVE'S COMPLIANCE WITH THE RESTRICTIONS OF THE EMPLOYEE NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS AGREEMENT REFERRED TO IN SECTION 8 OF THIS AGREEMENT, SHALL BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED BY JAMS/ENDISPUTE, INC.'S ARBITRATION RULES APPLICABLE TO EMPLOYMENT DISPUTES, AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE STATE OF NEW YORK WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER RELATING TO THIS AGREEMENT; IN ALL OTHER CASES THE ARBITRATOR SHALL APPLY THE LAWS OF THE STATE SPECIFIED IN THE CORPORATION'S ALTERNATIVE DISPUTE RESOLUTION POLICY AS IN EFFECT FROM TIME TO TIME (IF ANY). ARBITRATION MAY BE HELD IN NEW YORK, NEW YORK, OR SUCH OTHER PLACE AS THE PARTIES HERETO MAY MUTUALLY AGREE, AND SHALL BE CONDUCTED SOLELY BY A FORMER JUDGE. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE COSTS AND EXPENSES OF THE ARBITRATION MAY BE AWARDED TO THE PREVAILING PARTY BY THE ARBITRATOR IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. EMPLOYEE SOUNDVIEW TECHNOLOGY GROUP, INC. By: - -------------------------------- -------------------------------------- Mark F. Loehr Chief Executive Officer 6 SOUNDVIEW TECHNOLOGY GROUP, INC. EMPLOYEE NON-DISCLOSURE, NON-COMPETITION AND ASSIGNMENT OF INVENTIONS AGREEMENT + In consideration and as a condition of the employment of John Hervey (the "Employee") by SOUNDVIEW TECHNOLOGY GROUP, INC. (the "Company"), the Employee hereby agrees with the Company as follows: 1. USE OF CONFIDENTIAL INFORMATION. During the course of the Employee's employment with the Company, the Employee has and will continue to gain access to or knowledge of, or work on the development or creation of Confidential Information (as hereinafter defined). The Employee hereby agrees that he will not at any time, whether during or after the termination of his employment, reveal to any person or entity any Confidential Information of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required or advisable in the ordinary course of performing his duties as an employee of the Company or as set forth herein, and the Employee shall keep secret all Confidential Information and shall not use or attempt to use any such information in any manner, except as may be required or advisable in the ordinary course of performing his duties as an employee of the Company. 2. DEFINITION OF CONFIDENTIAL INFORMATION. As used herein, the term "Confidential Information" shall mean all trade secrets and confidential and proprietary information relating to the Company, including, without limitation: (a) supplier and customer lists, supplier and customer-specific information, user lists, vendor lists and content provider lists; (b) planning data and selling and marketing strategies; (c) product and process designs, formulas, processes, plans, drawings, concepts, techniques, systems, strategies, software programs and works of authorship; (d) manufacturing and operating methods; (e) research and development data and materials, including those related to the research and development of products, materials or manufacturing and other processes; (f) financial and accounting information, financial and accounting records, pricing information, projects, budgets, projections and forecasts; (g) all industrial and intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, databases, algorithms, computer programs and other software, know-how, trade secrets, proprietary processes and formulae, inventions, trade dress, logos, design and all documentation and media constituting, describing or relating to the above; and (h) other information with respect to the Company, which, if divulged to the Company's competitors, would impair the Company's ability to compete in the marketplace. 7 Confidential Information shall not include: (i) information that at the time of disclosure is in the public domain or generally known within the securities industry through no fault of the Employee; (ii) information received from a third party outside of the Company that the Employee in good faith believes was disclosed without a breach of any confidentiality obligation; or (iii) information approved for release by written authorization of the Company. In the event the Employee becomes legally compelled to disclose Confidential Information pursuant to a subpoena, summons, order or other judicial or governmental process, including defending the Company or himself in any regulatory matter or litigation, the Employee shall provide the Company with prompt notice thereof so that the Company may seek a protective order or another appropriate remedy. In the event such a protective order or other remedy is not obtained, the Employee shall furnish only that portion of the Confidential Information that is legally required. 3. RETURN OF CONFIDENTIAL INFORMATION. The Employee hereby further agrees that during his employment he shall not take, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs otherwise than for the benefit of the Company. The Employee further agrees that he shall not, after the termination of his employment, use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of his employment, the Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. 4. ASSIGNMENT OF DEVELOPMENTS. If at any time or times during his employment the Employee shall (either alone or with others) make, conceive, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work-of-authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that (a) relates to the business of the Company or any of the products or services being developed, manufactured, sold or provided by the Company or which may be used in relation therewith, (b) results from tasks assigned to the Employee by the Company or (c) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and the Employee shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assigns any rights the Employee may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary documentation, plans and models) to the Company. 8 Upon disclosure of each Development to the Company, the Employee will, during his employment and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: a. to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights, trademarks, service marks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and b. to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyrights, trademarks, service marks or other analogous protection. In the event the Company is unable, after reasonable effort, to secure the Employee's signature on any letters patent, copyrights, trademarks, service marks or other analogous protection relating to a Development, whether because of the Employee's physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of any such letters patent, copyrights, trademarks, service marks and other analogous protection thereon with the same legal force and effect as if executed by the Employee. 5. NON-COMPETITION. While employed at the Company (the period from the commencement of employment through the termination of employment being herein referred to as the "Non-Competition Period"), the Employee agrees that he will not, whether alone or as an individual proprietor, partner, officer, director, consultant, agent, employee or stockholder of any company or other commercial enterprise, directly or indirectly, engage in any business activity that competes with any business conducted by the Company or any of its subsidiaries at any time during the period of the Employee's employment with the Company, or any business planned by the Company or any of its subsidiaries at any time during the period of the Employee's employment with the Company nor otherwise assist such company or other commercial enterprise in engaging in such business activity. The Employee shall be permitted to own securities of a public company not in excess of five percent (5%) of any class of such securities and such ownership shall not, by itself, violate the terms of this Paragraph 5. 6. NON-SOLICITATION OF COMPANY EMPLOYEES. While employed at the Company and for a period of one (1) year after termination of the Employee's employment for any reason (whether voluntary or involuntary), the Employee will not, directly or indirectly, 9 solicit, recruit or hire any employee of the Company to work for a third party other than the Company other than Margaret Tores-Lugo or his then secretary. 7. EMPLOYEE REPRESENTATIONS. (a) The Employee hereby represents and warrants to the Company that, except as specifically disclosed in writing to the Company prior to commencing employment with the Company, the Employee is not bound by the terms of any agreement with any previous employees or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (b) The Employee further represents and warrants to the Company that his 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 in confidence proprietary information, knowledge or data acquired by the Employee in confidence or in trust prior to his employment with the Company, and the Employee 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. 8. INJUNCTIVE RELIEF. The Employee agrees that any breach of this Agreement by the Employee will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of the Employee's obligations hereunder. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedy available for such breach or threatened breach. The prevailing party in any litigation arising under this Agreement shall be entitled to recover his or its attorneys' fees and expenses in addition to all other available remedies. 9. MISCELLANEOUS. (a) The Employee understands that this Agreement does not create an obligation on the Company or any other person or entity to continue the Employee's employment or to exploit any Developments. (b) Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof. (c) The Employee hereby acknowledges that the type and periods of restriction imposed in the provisions of this Agreement are fair and reasonable and are reasonably required for the protection of the Company's proprietary information and the goodwill associated with the business of the Company. The Employee hereby further acknowledges that the provisions of this Agreement shall be enforced to the fullest extent 10 permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, the Employee agrees that if any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if 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, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (d) The Employee's obligations under this Agreement shall survive the termination of the Employee's employment regardless of the manner of such termination and shall be binding upon the Employee's heirs, executors, administrators and legal representatives. (e) The term "Company" shall include Wit Capital Group, Inc. and any of its subsidiaries and divisions. The Company shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. (f) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly therein (without regard to principles of conflicts of laws). IN WITNESS WHEREOF, the undersigned has executed this Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement as of the ___ day of July, 2002. ---------------------- Signature ----------------------- Name - please print ----------------------- ----------------------- Address 11