Exhibit
99.1
EMPLOYMENT
AGREEMENT
This
EMPLOYMENT AGREEMENT, effective as of March 2, 2020 (the
“Agreement”),
between ImageWare Systems, Inc., a Delaware corporation (the
“Company”), and
Kristin Taylor (“Executive”).
WHEREAS, the
Executive and Company intend for the Agreement to be legally
binding as of the date hereof;
WHEREAS, the
Company, its subsidiaries and affiliates (collectively the
“Affiliates”)
are engaged in the business of developing and providing end-to-end
digital identity proofing, authentication and management solutions
as a cloud SaaS and on-premises, and are not confined to any
geographic area (the “Business”); and
WHEREAS, the
Executive is or shall become familiar with confidential information
and trade secrets associated with the Business of the
Company.
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section
1.
Employment.
The
Company shall employ the Executive, and the Executive accepts
employment with the Company, upon the terms and conditions set
forth in the Agreement for the period beginning on the date hereof
and ending as provided in Section 4 (the
“Employment
Period”).
Section
2.
Position and
Duties.
(a) During the
Employment Period, the Executive shall serve as the President and
Chief Executive Officer of the Company, and shall have the usual
and customary duties, responsibilities and authority for such
position, subject to the power of the Board of Directors of the
Company (the “Board”)
(i) to
expand or limit such duties, responsibilities and authority and
(ii) to override the actions of the Executive.
(b) The Executive shall
report to the Board and shall devote her best efforts and
substantially all of her active business time and attention (except
for permitted vacation periods and reasonable periods of illness or
other incapacity) to the business and affairs of the Company and
its Affiliates. The Executive shall perform her duties and
responsibilities to the best of her ability in a diligent and
professional manner. During the Employment Period, the Executive
shall not engage in any business activity which conflicts with the
duties of the Executive hereunder, whether or not such activity is
pursued for gain, profit or other pecuniary advantage.
(c) The foregoing
restrictions shall not limit or prohibit the Executive from
engaging in passive investment, inactive business ventures and
community, charitable and social activities, and other such outside
business activities not interfering with the Executive’s
performance and obligations hereunder.
Section
3.
Salary and
Benefits.
(a) During the
Employment Period, the Executive’s salary shall be $330,000
per annum (the “Salary”), which Salary shall be
payable in regular installments in accordance with the
Company’s general payroll practices and subject to
withholding and other payroll taxes. The Executive shall be
eligible for merit increases during the Employment Period at a rate
typically provided to Chief Executive Officers and/or other senior
executives of companies of similar, size, revenues and profits at
the sole discretion of the Board and compensation committee of
Board. In no event shall Executive's base salary ever be subject to
reduction unless Executive expressly agrees in writing to such
reduction. In the event Executive agrees to a reduction in salary,
then unless otherwise expressly agreed by Executive in writing,
such reduction shall be deemed to constitute a deferral of salary
and Executive shall have the right to require the Company to pay
Executive a lump sum payment in the amount of the deferred salary
within ninety (90) days of Executive requesting such payment. In
addition, during the Employment Period, the Executive shall be
entitled to participate in all employee benefit programs from time
to time for which senior executive employees of the Company and its
Affiliates are generally eligible. The Executive shall be eligible
to participate in all insurance plans available generally from time
to time to executives of the Company and its Affiliates. For the
avoidance of doubt, the Executive shall be entitled to receive
insurance benefits consistent with past practice at no additional
cost, charge or offset to Executive. Company agrees that at all
times during the term of this Agreement Company shall maintain
Directors and Officers Liability Insurance (with a reasonable
policy limit based upon typical policy limits for similarly
situated companies). Company further agrees that it shall indemnify
Executive for any actions taken by Executive in the course and
scope of Executive's employment.
(b) In addition to the
Salary as set forth above, Executive will also be paid an annual
bonus up to one times the Executive’s Salary ($330,000),
conditioned upon (i) the Company establishing a major partnership
that generates $1.5 million in revenue during the calendar year
2020; (ii) the Company achieves positive cash flow by December 31,
2020; and (iii) the Company’s operating loss is reduced by a
minimum of 50% by December 31, 2020; and (iv) total sales exceed
$10.0 million in 2020, with each objective equal to 25% of the
total bonus objective. Any such bonus will be payable no later than
five (day) business days following the filing of the
Company’s Annual Report on Form 10-K, which Annual Report
discloses the Company’s results from operations and financial
condition for the year in which the performance-based objectives
are achieved. In the event each of the foregoing bonus objectives
are achieved, Executive shall be granted an option under the
Company’s pending 2020 Omnibus Stock Incentive Plan
(“2020 Plan”)
to purchase 500,000 shares of the Company’s common stock, par
value $0.01 per share (“Common Stock”), at a purchase
price equal to the closing price of the Company’s Common
Stock as reported on the OTC Markets on the date of
issuance.
(c) During the
Employment Period, the Company shall reimburse the Executive for
all reasonable expenses incurred by the Executive in the course of
performing her duties under the Agreement which are consistent with
the Company’s and its Affiliates’ policies in effect
from time to time with respect to travel, entertainment and other
business expenses, automobile fuel expense, subject in all
instances to the Company’s requirements with respect to
reporting and documentation of such expenses.
(d) During the
Employment Period, the Executive shall be entitled to four (4)
weeks (for clarity, which is the equivalent of twenty (20) business
days) of paid vacation leave which shall include leave for
vacation, accruing pro-rata during each 12-month period worked,
commencing on the date hereof.
(e) The Executive shall
be entitled to option grants to purchase shares of Common Stock of
the Company, which shall be determined in good faith by the
compensation committee of the Board in its sole discretion
consistent with the Company’s 2020 Plan. The initial option
grant to employee will be 1,750,000 shares of Common Stock at a
price equal to the closing price as reported on the OTC Markets on
the day of execution of this Agreement, which option grant shall
vest in twelve
(12)
equal installments beginning one year from the date of grant,
subject to approval of the 2020 Plan by shareholders of the
Company.
(f) In the event there
is a change of control, as defined below, of the Company, then the
surviving corporation or the acquiring corporation shall assume the
Company’s obligations pursuant to the Agreement, including
any stock or stock option agreements that Executive has with the
Company. In the event any surviving corporation or acquiring
corporation refuses to assume such obligations and/or to substitute
similar stock awards for those outstanding under any agreement
between Executive and the Company, then the Executive shall be
entitled to accelerated vesting of all unvested shares subject to
such agreements, if any, such that all shares will be vested and
fully exercisable as of the date of the Change of Control. Change
of Control means: (i) a sale or other disposition of all or
substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving entity and
in which the stockholders of the Company immediately prior to such
consolidation or merger own less than fifty percent (50%) of the
surviving entity’s voting power immediately after the
transaction (iii) a reverse merger in
which the Company is the surviving entity but the shares of Common
Stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of
securities, cash or otherwise, and in which the stockholders of the
Company immediately prior to such reverse merger own less than
fifty percent (50%) of the Company’s voting power immediately
after the transaction; or (iv) at any time after the
Company’s first registration statement registering securities
of the Company is declared effective, an acquisition by any person,
entity or group within the meaning of Section 13(d)or 14(d) of the
Exchange Act, or any comparable successor provisions (excluding
shareholders of the Company with respect to shares and voting power
beneficially held by them as of the date of the Agreement, any
employee benefit plan, or related trust, sponsored or maintained by
the Company or subsidiary of the Company or other entity controlled
by the Company) of the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least
fifty per cent (50%) of the voting power entitled to vote in the
election of directors, excluding from such percentage securities
beneficially owned by stockholders of the Company immediately prior
to and after such event.
Section
4.
Term.
(a) The Employment
Period shall be for a period of two (2) years from the date hereof,
unless earlier terminated upon the Executive’s resignation,
death, or Disability (as defined in the following sentence), unless
otherwise earlier terminated under this Agreement, whether for or
without Cause. The last day on which Executive is employed by the
Company, whether separation is voluntary or involuntary and is with
or without Cause, as defined below, is referred to as the
“Termination
Date.”
(b) If
the Employment Period is terminated by
the Company without Cause, then so long as the Executive executes
(and does not revoke) a release (the “Release”) substantially in the form attached hereto
as Exhibit
A, the Executive shall be
entitled to severance payments equal to the lesser twelve (12)
months of the Executive’s Salary or the remaining period
prior to the expiration of the Employment Period;
provided
further, that in any event, the
Company will pay the Employee’s portion of health insurance
premiums for twelve (12) months after the Termination Date, unless
the Executive has breached the provisions of the Agreement, in
which case the provisions of Section 8
shall apply. Such payments of the
Salary as severance shall be made periodically in the same amounts
and at the same intervals as if the Employment Period had not ended
and Salary otherwise continued to be paid. If the Employment Period
is terminated by reason of the Executive’s Death, the
Executive is entitled to the benefits described in this subsection
4(b) however, the Release described above shall not be
required.
(c) If the Employment
Period is terminated by resignation of Executive for Good Reason
(as defined below), Executive shall be entitled to severance
payments equal to the lesser twelve (12) months of the
Executive’s Salary or the remaining period prior to the
expiration of the Employment Period; provided further, that in any event,
the Company will pay the Employee’s portion of health
insurance premiums for twelve (12) months after the Termination
Date, unless the Executive has breached the provisions of the
Agreement, in which case the provisions of Section 8 shall apply. Such
payments of the Salary as severance shall be made periodically in
the same amounts and at the same intervals as if the Employment
Period had not ended and Salary otherwise continued to be
paid.
For
purposes of this Agreement, "Good Reason" means resignation by the
Executive based upon the occurrence without the Executive's express
written consent of any of the following: (i) a significant
diminution by the Company of the Executive's role with the Company
or a significant detrimental change in the nature and/or scope of
the Executive's status with the Company; (ii) Executive no longer
holds the title and position of President and Chief Executive
Officer of the Company; (iii) the
relocation of the Executive's principal executive office which is
currently at 13500 Evening Creek Drive North, Suite 550, San Diego,
CA 92128, to a location more than 30 miles further from the
Executive's principal residence immediately prior to such
relocation, or any requirement that the Executive be based anywhere
other than the Executive's principal residence; (iv) Change of
Control in the Company without Executive's consent, which consent
shall not be unreasonably withheld; (v) Assignment of this
Agreement without Executive's consent, which consent shall not be
unreasonably withheld; or (vi) any other material breach by the
Company of any of the terms and conditions of this
Agreement.
(d) If the Employment
Period is terminated by the Company for Cause, or by reason of the
Executive’s resignation or Disability, the Employment Period
shall terminate immediately, and Executive shall be entitled to
receive her Salary only to the extent such amount has accrued
through the Termination Date.
(e) Except as otherwise
required by law (e.g., COBRA) or as specifically
provided herein, all of the Executive’s rights to salary,
severance, fringe benefits and bonuses hereunder (if any) accruing
after the Termination Date shall cease upon the Termination Date.
In the event the Executive is terminated by the Company without
Cause or by Executive for Good Reason, the sole remedy of the
Executive and/or their successors, assigns, heirs, representatives
and estate shall be to receive the severance payments described in
Sections 4(b) and/or
4(c). In the event the Executive is terminated by the
Company for Cause or if the Employment Period is terminated by
reason of the Executive’s resignation without Good Reason,
death or Disability, the sole remedy of the Executive and/or her
successors, assigns, heirs, representatives and estate shall be to
receive the payment (if any) described in Sections 4(b), 4(c) or 4(d), as
applicable. Under no circumstances will the Executive be entitled
to payment for accrued and unused paid time off upon the
termination of the Employment Period.
(e)
For purposes of the Agreement, “Cause” shall be defined as
follows:
i. an act of fraud,
embezzlement, or theft in connection with Executive’s job
duties or in the course of Executive’s employment with the
Company;
ii. intentional
damage by executive to Company property;
iii. unauthorized
disclosure by Executive of Company trade secrets or proprietary
information;
iv. violation,
including a plea of nolo contendre by Executive of any federal,
state, or local law, ordinance, rule, or regulation (other than
traffic violations or similar offenses);
v. any breach by
Executive of corporate fiduciary duties owed to the
Company;
vi. willful failure
or refusal by Executive to perform the duties required by the
Executive’s position with the Company; or
vii. refusal by
Executive to assist in litigation, arbitration, or other disputes
involving the Company so long as such assistance does not interfere
with Executive's ability to perform the duties of her
position.
In the
event Company believes “Cause” exists for terminating
the Agreement pursuant to this Section, the Company shall give the
Executive written notice of the acts or omissions under sections
“v” and “vi” above constituting
“Cause” (“Cause
Notice”), and no termination of the Agreement shall be
effective unless and until the Employee fails to cure such acts or
omissions within fifteen (15) calendar days after receipt of the
Cause Notice.
Section
5.
Nondisclosure and Nonuse
of Confidential Information.
(a) The Executive shall
not disclose or use at any time, either during the Employment
Period or thereafter, any Confidential Information (as defined
below) of which the Executive is or becomes aware, whether or not
such information is developed by him, except to the extent that
such disclosure or use is directly related to and required by the
Executive’s performance in good faith of duties assigned to
the Executive by the Company or is required to be disclosed by law,
court order, or similar compulsion; provided, however, that such disclosure
shall be limited to the extent so required or compelled; and
provided, further, that the
Executive shall give the Company notice of such disclosure and
cooperate with the Company in seeking suitable protection. The
Executive shall take all reasonably appropriate steps to safeguard
Confidential Information within their control and to protect such
Confidential Information against disclosure, misuse, espionage,
loss and theft. Upon the Company’s request, the Executive
shall deliver to the Company on the Termination Date, or at any
time the Company may request, all memoranda, notes, plans, records,
reports, computer tapes and software and other documents and data
(and copies thereof regardless of the form thereof (including
electronic and optical copies)) relating to the Confidential
Information or the Work Product (as defined below) of the business
of the Company or any of its Affiliates which the Executive may
then possess or have under their control.
(b) As used in the
Agreement, the term “Confidential Information” means
information that is not known to the public and that is used,
developed or obtained by the Company or any Affiliate in connection
with its business, including, but not limited to, information,
observations and data obtained by the Executive while employed by
the Company or any predecessors thereof (including those obtained
prior to the date hereof) concerning the Company’s or any
Affiliate’s (i) business or affairs, (ii) products or
services, (iii) fees, costs and pricing structures, (iv) designs,
(v) analyses, (vi) drawings, photographs and reports, (vii)
computer software, including operating systems, applications and
program listings, (viii) flow charts, manuals and documentation,
(ix) data bases, (x) accounting and business methods, (xi)
inventions, devices, new developments, methods and processes,
whether patentable or unpatentable and whether or not reduced to
practice, (xii) customers, clients, suppliers and publishers and
customer, client, supplier and publisher lists, (xiii) other
copyrightable works, (xiv) all production methods, processes,
technology and trade secrets, (xv) business strategies, acquisition
plans and candidates, financial or other performance data and
personnel lists and data, and (xvi) all similar and related
information in whatever form. Confidential Information shall not
include any information that has been published in a form generally
available to the public prior to the date the Executive proposes to
disclose or use such information. Confidential Information shall
not be deemed to have been published merely because individual
portions of the information have been separately published, but
only if all material features comprising such information have been
published in combination.
Section
6.
Inventions and
Patents.
The
Executive agrees that all inventions, innovations, improvements,
technical information, systems, software developments, methods,
designs, analyses, drawings, reports, service marks, trademarks,
trade names, logos and all similar or related information (whether
patentable or unpatentable) which relates to the Company’s or
any of its Affiliates’ actual or anticipated business,
research and development or existing or anticipated products or
services and which are conceived, developed or made by the
Executive (whether or not during usual business hours or on the
premises of the Company or any Affiliate and whether or not alone
or in conjunction with any other person) while employed by the
Company together with all patent applications, letters patent,
trademark, tradename and service mark applications or
registrations, copyrights and reissues thereof that may be granted
for or upon any of the foregoing (collectively referred to herein
as the “Work
Product”), belong in all instances to the Company or
such Affiliate. The Executive shall promptly disclose to the Board
Work Product conceived, developed or made by the Executive after
the commencement of the Employment Period. The Executive shall
perform all actions reasonably requested by the Board (whether
during or after the Employment Period) to establish and confirm the
Company’s ownership of such Work Product (including, without
limitation, the execution and delivery of assignments, consents,
powers of attorney and other instruments) and to provide reasonable
assistance to the Company or any of its Affiliates in connection
with the prosecution of any applications for patents, trademarks,
trade names, service marks or reissues thereof or in the
prosecution or defense of interferences relating to any Work
Product.
Section
7.
Non-Compete,
Non-Solicitation.
(a) Executive shall not
either directly or indirectly, for the Executive or on behalf of,
or in conjunction with any other person, persons, company, firm,
partnership or corporation, work for, solicit, or accept business,
in each case in a manner competitive with the Business products
described or referenced in this Section, from customers of the
Company or its Affiliates with whom the Executive had engaged in
the Business as an employee of the Company and with whom the
Executive had personal contact at any time within the twenty-four
(24) months immediately preceding the Termination Date. For
purposes of clarification, the Executive may work for, solicit or
accept business from any such customer, if such work, solicitation
or business is unrelated to the Business products of the Company
described herein.
(b) The Executive
further agrees not to induce or attempt to induce, or to cause any
person or other entity to induce, any person who is an employee of,
or consultant to, the Company or any of its Affiliates to leave the
employ or service of the Company or such Affiliate..
(c) The Executive shall
inform any prospective or future employer of any and all
restrictions contained in the Agreement and provide such employer
with a copy of such restrictions (but no other terms of the
Agreement), prior to the commencement of that
employment.
Section
8.
Enforcement.
Because the
Executive’s services are unique and because the Executive has
access to Confidential Information and Work Product, the parties
hereto agree that money damages would be an inadequate remedy for
any breach of the Agreement. Therefore, in the event of a breach of
Sections 5 or 6 of
the Agreement, the Company and any of its Affiliates or their
successors or assigns may, in addition to other rights and remedies
existing in their favor at law or in equity, apply to any court of
competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce, or prevent any violations of,
the provisions hereof. The Executive agrees not to claim that the
Company has adequate remedies at law for a breach of Sections 5 or 6, as a defense
against any attempt by the Company to obtain the equitable relief
described in this Section
7.
Section
9.
Severance
Payments.
In
addition to the foregoing, and not in any way in limitation
thereof, or in limitation of any right or remedy otherwise
available to the Company, if the Executive violates any provision
of the foregoing Section
5, or Section
6, any severance payments then or thereafter due from the
Company to the Executive shall be terminated forthwith and the
Company’s obligation to pay and the Executive’s right
to receive such severance payments shall terminate and be of no
further force or effect, if and when determined by a court of
competent jurisdiction, in each case without limiting or affecting
the Executive’s obligations under such Section 5 and Section 6, or the
Company’s other rights and remedies available at law or
equity.
Section
10.
Representations and
Warranties of the Executive.
The
Executive hereby represents and warrants to the Company that (a)
the execution, delivery and performance of the Agreement by the
Executive does not and shall not conflict with, breach, violate or
cause a default under any agreement, contract or instrument to
which the Executive is a party or any judgment, order or decree to
which the Executive is subject, (b) except as expressly permitted
and disclosed pursuant to Section 2(c) above, the Executive is not
a party to or bound by any employment agreement, consulting
agreement, non-compete agreement, confidentiality agreement or
similar agreement with any other person or entity and (c) upon the
execution and delivery of the Agreement by the Company and the
Executive, the Agreement will be a valid and binding obligation of
the Executive, enforceable in accordance with its terms. The
Executive further represents and warrants that they have not
disclosed, revealed or transferred to any third party any of the
Confidential Information or any of the Work Product and that they
have safeguarded and maintained the secrecy of the Confidentiality
Information and of the Work Product to which they have had access
or of which they have knowledge. In addition, the Executive
represents and warrants that they have no ownership in nor any
right to nor title in any of the Confidential Information and the
Work Product.
Section
11.
Notices.
All
notices, requests, demands, claims, and other communications
hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly given when
delivered personally to the recipient, telecopied to the intended
recipient at the telecopy number set forth therefor below, provided
that a copy is sent by a nationally recognized overnight delivery
service (receipt requested), or one (1) business day after deposit
with a nationally recognized overnight delivery service (receipt
requested), in each case as follows:
If to
the Company, to:
ImageWare Systems,
Inc.
Attention: Chairman
of the Board
Telephone:(858)
673-8600 x400
With a
copy to:
The
Disclosure Law Group, a Professional Corporation
655
West Broadway, Suite 870
San
Diego, CA 92101
Attention:
Daniel W. Rumsey, Managing Director
Telephone:
619-272-7062
If to
the Executive, to the address set forth on the signature page
hereto, or such other address as the recipient party to whom notice
is to be given may have furnished to the other party in writing in
accordance herewith. Any such communication shall be deemed to have
been delivered and received (a) when delivered, if personally
delivered, sent by telecopier or sent by overnight courier, and (b)
on the fifth business day following the date posted, if sent by
mail. Instructions or notices of the type described in Section 4(e) may be sent by
email to the Executive.
Section
12.
General
Provisions.
(a) Severability. It is the desire
and intent of the parties hereto that the provisions of the
Agreement be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any particular provision of
the Agreement shall be adjudicated by a court of competent
jurisdiction to be invalid, prohibited or unenforceable for any
reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of the
Agreement or affecting the validity or enforceability of the
Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing,
if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of the Agreement or affecting
the validity or enforceability of such provision in any other
jurisdiction.
(b) Complete Agreement. The
Agreement and those documents expressly referred to herein
constitute the entire agreement among the parties and supersede any
prior correspondence or documents evidencing negotiations between
the parties, whether written or oral, and any and all
understandings, agreements or representations by or among the
parties, whether written or oral, that may have related in any way
to the subject matter of the Agreement.
(c) Successors and Assigns. Except
as otherwise provided herein, the Agreement shall bind and inure to
the benefit of and be enforceable by the Executive and the Company
and their respective successors, assigns, heirs, representatives
and estate; provided,
however, that the rights and obligations of the Executive
under the Agreement shall not be assigned without the prior written
consent of the Company in its sole discretion. The Company may
assign the Agreement and its rights, together with its obligations,
hereunder in connection with any sale, transfer or other
disposition of all or substantially all of its assets or business,
whether by merger, consolidation or otherwise, including a merger
of the Company. The rights of the Company hereunder are enforceable
by its Affiliates, who are the intended third party beneficiaries
hereof. Notwithstanding the foregoing, to the extent the Company
assigns this Agreement without Executive's consent, and such
consent is reasonably withheld, Executive may resign from her
employment for Good Reason as set forth in Section
4(c).
(d) Governing Law. THE AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF
CALIFORNIA OR ANY OTHER JURISDICTION), THAT WOULD CAUSE THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA TO BE
APPLIED.
(e) Arbitration. Should any dispute
between Company and Executive arise at any time relating to the
employment relationship or the Agreement, Company and Executive
will confer in good faith to promptly resolve such dispute. Should
the parties be unable to resolve the dispute,and should either
party wish to pursue the dispute against the other, it is agreed
that the dispute will be resolved by final and Binding Arbitration
under the Employment Arbitration Rules of the American Arbitration
Association. Such arbitration shall be subject to the rules, and
procedures and fee schedule in effect at the time the arbitration
is requested. The costs of such arbitration shall be born equally
by the parties with their legal fees and legal costs born by each
party separately. Such arbitration decision shall be final and
binding upon the parties, except that, should a court having
jurisdiction find any portion of the Agreement unenforceable, the
remainder of the Agreement shall remain in effect.
(f) Amendment and Waiver. The
provisions of the Agreement may be amended and waived only with the
prior written consent of the Company and the Executive, and no
course of conduct or failure or delay in enforcing the provisions
of the Agreement shall affect the validity, binding effect or
enforceability of the Agreement or any provision
hereof.
(g) Headings. The section headings
contained in the Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of the
Agreement.
(h) Counterparts. The Agreement may
be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
and the same instrument.
(i) Attorneys
Fees and Costs. The
parties agree that in the event either party breaches the
Agreement, the non-breaching party is entitled to recover
attorneys’ fees, as allowed by law, related to the
enforcement of the Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date set forth below.
THE
COMPANY: IMAGEWARE SYSTEMS, INC.
By:
James Miller
Title:Chair of the
Board
Date:April 10,
2020
EXECUTIVE: KRISTIN
A. TAYLOR
Name:
Kristin A. Taylor
Date:
April 10, 2020