UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2018
Vivos Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 00-53497 | 80-0138937 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
|
719 Jadwin Avenue Richland, WA 99352 |
| (Address of principal executive offices) |
(509) 736-4000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
Item 1.01 Entry into a Material Definitive Agreement
See Item 5.02.
Item 3.02 Unregistered Sales of Equity Securities
See Item 5.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Korenko Employment Agreement
On October 24, 2018, Vivos Inc. (the “ Company ”) entered into a new employment agreement with Michael K. Korenko (“ Korenko Employment Agreement ”), the Company’s Chief Executive Officer, pursuant to which Mr. Korenko shall be entitled to receive (i) past due accrued compensation in the aggregate amount of $206,306, less tax withholding of $65,320, which was paid through the issuance by the Company to Mr. Korenko of 28,197,136 shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), and warrants to purchase 14,098,568 shares of Common Stock, which were issued in connection with a private placement transaction consummated by the Company on October 10, 2018; (ii) an annual base salary of $180,000, $120,000 of which shall be paid annually in equal monthly installments, and the remaining $60,000 of which shall be deferred and accrued until such time as the Company’s cash balance exceeds $2.0 million; (iii) a bonus consisting of restricted stock units pursuant to the Company’s 2015 Omnibus Securities and Incentive Plan (the “ 2015 Plan ”) in an amount equal to 4.5% of the Company’s issued and outstanding shares of Common Stock as of the issuance date, which shall occur in January 2019; (iv) a bonus consisting of options to purchase 64,961,214 shares of Common Stock, which stock options shall have a seven-year term and shall be exercisable at a price of $0.014 per share; and (v) a cash bonus of $200,000 for past services rendered over the last twelve months, the payment of which shall be deferred until such time as the Company’s cash balance exceeds $2.0 million.
The Korenko Employment Agreement shall terminate on December 31, 2019, unless terminated early or further extended by the parties. The Company may terminate the Korenko Employment Agreement at any time, with or without Cause, as such term is defined in the Korenko Employment Agreement. If the Company terminates the Korenko Employment Agreement without Cause, as such term is defined in the Korenko Employment Agreement, Mr. Korenko will be entitled to (i) all salary owed through the date of termination, and (ii) severance in the form of continued payment of his base salary for six months following the termination date.
Jolliff Employment Agreement
On October 24, 2018, the Company entered into a new employment agreement with Leonard Bruce Jolliff (“ Jolliff Employment Agreement ”), the Company’s Chief Financial Officer, pursuant to which Mr. Jolliff shall be entitled to receive (i) past due accrued compensation in the aggregate amount of $90,459, less tax withholding of $38,132, which was paid through the issuance by the Company to Mr. Jolliff of 10,465,426 share of Common Stock and warrants to purchase 5,232,713 shares of Common Stock; (ii) an annual base salary of $150,000, $120,000 of which shall be paid annually in equal monthly installments, and the remaining $30,000 of which shall be deferred and accrued until such time as the Company’s cash balance exceeds $2.0 million; (iii) a bonus consisting of restricted stock units pursuant to the 2015 Plan in an amount equal to 1.5% of the Company’s issued and outstanding shares of Common Stock as of the issuance date, which shall occur in January 2019; (iv) a bonus consisting of options to purchase 24,360,455 shares of Common Stock, which stock options shall have a seven-year term and shall be exercisable at a price of $0.014 per share; and (v) a cash bonus of $50,000 for past services rendered over the last twelve months, the payment of which shall be deferred until such time as the Company’s cash balance exceeds $2.0 million.
The Jolliff Employment Agreement shall terminate on December 31, 2019, unless terminated early or further extended by the parties. The Company may terminate the Jolliff Employment Agreement at any time, with or without Cause, as such term is defined in the Jolliff Employment Agreement. If the Company terminates the Jolliff Employment Agreement without Cause, as such term is defined in the Jolliff Employment Agreement, Mr. Jolliff will be entitled to (i) all salary owed through the date of termination, (ii) severance in the form of continued payment of his base salary for six months following the termination date; and (iii) a pro-rated share of his incentive bonus payments, if any.
The shares of Common Stock and the warrants (the “ Warrants ”) issued to Messrs. Korenko and Jolliff as payment for past due accrued compensation were issued in connection with a private placement transaction that the Company previously disclosed in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 16, 2018 (the “ 8-K ”). The Warrants, in substantially the form attached as Exhibit 4.1 to the 8-K, have a two-year term and are exercisable for shares of Common Stock at a price of $0.01 per share. Such shares of Common Stock and Warrants were issued without registration and are subject to restrictions under the Securities Act of 1933, as amended, and the securities laws of certain states, in reliance on the private offering exemptions contained in Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933, as amended, and on Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws as a transaction not involving a public offering.
The foregoing descriptions of the Korenko Employment Agreement and the Jolliff Employment Agreement do not purport to be complete, and are qualified in their entirety by reference to the same, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Vivos Inc. | ||
| Date: October 30, 2018 | By: | /s/ L. Bruce Jolliff |
|
L. Bruce Jolliff Chief Financial Officer |
||
EXHIBIT INDEX
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT , entered into the 24 th day of October, 2018, between Vivos, Inc. Board of Directors (herein called the “Company”), and Dr. Michael K. Korenko, (herein called the “Employee”). This agreement replaces in full the previous agreement entered into between the Company and the Employee on the 1 st day of September,2017 and supersedes all previous agreements contemplated, which are hereby deemed null and void and fully rescinded.
WHEREAS, the Company is engaged in the business of providing isotope-based cancer treatment to humans and animals. The Employee represents that he is experienced in various phases of the Company’s business. As such, the Company desires to engage the Employee and the Employee desires to accept employment with Vivos Inc. This Agreement shall establish in writing the terms and conditions of that employment.
NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement, and intending to be legally bound, the parties agree as follows:
Section 1. Agreement for Employment. Subject to this Agreement’s terms and conditions, the Company engages the Employee, and the Employee accepts employment as an Executive, entitled President and Chief Executive Officer of Vivos Inc.
Section 2. Term. The employment term under this Agreement shall commence with an effective date of October 24, 2018 and shall expire on December 31, 2019 and September 30 of subsequent years if this agreement is extended, unless terminated earlier as set forth in this Agreement. No later than September 30, 2019, the Board shall notify the Employee as to whether the Board intends to extend the contract term. Such extensions shall be for a term of one year and require the written consent of the parties under the same terms and conditions as shall be in effect on the last previous termination date or adjusted based upon new terms and conditions agreed to by both parties. This Agreement is for the services of Michael K. Korenko, and in the event of his death or physical incapacity, the Agreement and all payments under this Agreement shall terminate on the date of the death or disability, with the exceptions of that allowed in Section 12. The Employee shall be entitled to any bonus earned that will be pro-rated to the termination date and paid on the regular date for bonus payments and the granted RSUs would vest on the date of death or declaration of physical incapacity.
Section 3. Termination for Cause. The Company shall have the right to terminate employment at any time for “cause”. The term cause shall mean:
| (a) | Conduct on the Employee’s part likely to injure the Company’s business or reputation; | |
| (b) | The Employee’s perpetration of a crime involving dishonesty or moral turpitude, whether relating to employment or otherwise; | |
| (c) | Intentional dishonesty of a material nature that relates to the performance of the Employee’s duties under this Agreement; | |
| (d) | Repeated failure by the Employee to perform duties and obligations as assigned and as set forth in this Agreement, (but not encompassing illness, physical, or mental incapacity), or the willful and deliberate breach by Employee of his duty of care and loyalty to the Company. |
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Section 4. Company’s Option to Terminate for Convenience. The Company may terminate the Employee’s employment, at any time, without cause. In the event of such termination of employment, with the exception of Paragraphs 10 and 11 of this agreement, there will be no restrictions or conditions upon the Employee’s employment in the event of termination by Company. Further, the Company will pay monthly to the Employee his base salary (no bonus, merit increase or incentive compensation) for a period of six months. In the event of the Employee’s death after the termination for convenience, the payments will be paid monthly to the beneficiary named on the Employee’s estate.
Section 5. Duties. The Employee shall report generally to the Vivos Inc Board of Directors and shall at all times remain subject to Company’s direction and control. Except as otherwise agreed, employment by Vivo Inc shall be deemed to be “full time.” The Employee shall not engage in any other business activity for remuneration or compensation without the Company’s prior written consent. Community service with the Hanford Advisory Board is permissible if it does not interfere with the responsibilities of the position.
Section 6. Past Due Compensation. The accrued cash compensation totaling approximately $206,000, less the required tax withholding of $65,000 shall be applied to the purchase of shares in the private placement completed as required by the path forward agreement. The net amount of $140,000 shall be applied as purchase price in the Private Placement with the Employee being issued approximately 28,000,000 common shares and 14,000,000 common stock purchase warrants.
Section 7. Base Compensation. The Company shall pay to the Employee as base compensation; a salary payable at monthly intervals. From effective date, the employee agrees to an annual salary of $180,000. Effective with this agreement the employee shall receive an annual salary of $120,000. The remainder of the employee’s salary shall be deferred and accrued until the Company’s cash balance exceeds $2,000,000.
Section 8. Liability Protection. The Company will ensure that there is professional legal service provided to protect the Employee from any law suits. The Company will ensure that the Employee is not held accountable for past financial liabilities or other historical issues. In the unlikely event that the company loses a lawsuit the Employee’s liability will be paid for by the Company.
Section 9. Bonus Program.
9.1 In consideration for the Employees contribution to the Company for the past twelve months, the Employee shall be due a cash bonus of $200,000, which amount shall be deferred until the Company’s cash balance exceeds $2,000,000.
9.2 The Employee shall be eligible to be issued Restricted Stock Units pursuant to the 2015 Omnibus Securities and Incentive Plan (the “Plan”) in the beginning of 2019. Prior to March 31, 2019, the Compensation Committee and Employee agree in good faith to finalize the vesting terms and optimize the tax treatment of the performance based RSUs to be granted to Employee and to determine the share settlement mechanics of vesting RSUs It is contemplated that the RSUs will reflect approximately four and one-half (4.5%) percent of the common shares outstanding on an as converted primary basis (as defined in the plan) on the issue date.
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9.3 Employee shall receive a stock option grant of 64,961,214 options issued under the 2015 Omnibus Securities and Incentive Plan This amount represents four (4%) percent of the common shares outstanding on an as converted primary basis Further, it is understood that the option term shall be seven (7) years and that the exercise price of such option shall be equal to the current fair market value of the common stock of $.014 on the grant date and shall otherwise meet the requirements of a non-qualified stock option under the 2015 Plan. The options issued hereunder shall be fully vested on the grant date.
9.4 Pursuant to Section 1.83 of the Plan, Employee shall tender Common Stock, including Common Stock issuable in respect of an Award, to satisfy, in whole, the amount required to be withheld for tax withholding purposes for shares issued under the Plan.
Section 10. Scope of Restrictions. The Employee expressly covenants and agrees that while employed and during the one year immediately following the effective date of any employment termination, whether voluntary or involuntary, the Employee shall observe and be subject to the following restrictions:
| (a) | The Employee will not in any way, directly or indirectly, on the Employee’s own behalf or on behalf of or in conjunction with any person, partnership, firm or corporation solicit, entice, hire, employ, or endeavor to employ any of the Company’s Employees. |
| (b) | The Employee will not divulge to others or use for the Employee’s own benefit at any time any confidential, proprietary, company private, or other protected information obtained during the Employee’s employment relating to the Company’s business and operations or those of its Member Companies, affiliates or subsidiaries involving strategy, customer lists, lists of prospective customers, employee lists, number and location of sales representatives, new proposed, or existing programs and services, prices and terms, intellectual property and any other confidential or proprietary information as may exist or be developed from time to time. |
Section 11. Remedy for Breach. The Employee acknowledges that a violation of any of the provisions of Section 10 of this Agreement will cause irreparable damage to the Company, its successors and assigns. The Employee consents that any violation shall entitle the Company or its successors and assigns, in addition to any other rights or remedies it, or they, may have, to an immediate injunction restraining such violation.
Section 12. Death. In the event of death of the Employee any earned wages and the stock options will be included as part of the Employee’s estate. The beneficiaries of the estate will have the rights to trade the options as the Employee, including cashless transfer.
Section 13. Notices. All notices, requests, demands, and other communications that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:
| (a) | To the Company: | |
| Carlton M. Cadwell | ||
| Cadwell Laboratories, Inc. | ||
| 909 North Kellogg Street | ||
| Kennewick WA 99336 | ||
| (a) | To the Employee: | |
| Michael K. Korenko | ||
| 11316 West Court Street | ||
| Pasco WA 99301 |
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Section 14. Arbitration. Any dispute or disagreement arising out of this Agreement or a claimed breach, except that which involves a right to injunctive relief, shall be resolved by arbitration under the Voluntary Labor Arbitration Rules of the American Arbitration Association. The arbitrator’s decisions shall be final and binding upon the parties.
Section 15. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of Washington and Delaware.
Section 16. Entire Agreement. This Agreement contains the entire agreement among the parties and there are no agreements, representations, or warranties that are not set forth. All prior negotiations, agreements, and understandings are superseded. This Agreement may not be amended or revised except by writing signed by all parties.
Section 17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, and successors of the respective parties, provided however, that this Agreement and all its rights may not be assigned by any party except by or with the written consent of the other parties.
Section 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when bearing original signatures, shall be deemed to be a duplicate original.
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IN WITNESS WHEREOF, This Agreement has been executed effective the date stated on the first page.
COMPANY:
The Vivos Inc Board of Directors
| BY: | /s/ Carlton M. Cadwell | |
| Carlton M. Cadwell | ||
| Chairman of Vivos Inc Board of Directors | ||
| Chairman of the Compensation Committee |
EMPLOYEE:
| /s/ Michael K. Korenko | ||
| Michael K. Korenko | ||
| President and Chief Executive Officer of Vivos Inc |
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EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT , entered into the 24 th day of October, 2018, between Vivos Inc Board of Directors (herein called the “Company”), and Leonard B. Jolliff, (herein called the “Employee”). This agreement replaces in full the previous agreement entered into between the Company and the Employee on the 1 st day of September, 2017 and supersedes the agreement contemplated, on July 13, 2018, which is hereby deemed null and void and fully rescinded.
WHEREAS, the Company is engaged in the business of providing isotope-based cancer treatment to humans and animals. The Employee represents that he is experienced in various phases of the Company’s business. As such, the Company desires to engage the Employee and the Employee desires to accept employment with Vivos Inc. This Agreement shall establish in writing the terms and conditions of that employment.
NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement, and intending to be legally bound, the parties agree as follows:
Section 1. Agreement for Employment. Subject to this Agreement’s terms and conditions, the Company engages the Employee, and the Employee accepts employment as an Executive, entitled Chief Financial Officer of Vivos Inc.
Section 2. Term. The employment term under this Agreement shall commence with an effective date of October 24, 2018 and shall expire on December 31, 2019 and September 30 of subsequent years if this agreement is extended, unless terminated earlier as set forth in this Agreement. No later than September 30, 2019, the Board shall notify the Employee as to whether the Board intends to extend the contract term. Such extensions shall be for a term of one year and require the written consent of the parties under the same terms and conditions as shall be in effect on the last previous termination date or adjusted based upon new terms and conditions agreed to by both parties. This Agreement is for the services of Leonard B. Jolliff, and in the event of his death or physical incapacity, the Agreement and all payments under this Agreement shall terminate on the date of the death or disability, with the exceptions of that allowed in Section 12. The Employee shall be entitled to any bonus earned that will be pro-rated to the termination date and paid on the regular date for bonus payments and the granted RSUs would vest on the date of death or declaration of physical incapacity.
Section 3. Termination for Cause. The Company shall have the right to terminate employment at any time for “cause”. The term cause shall mean:
| (a) | Conduct on the Employee’s part likely to injure the Company’s business or reputation; | |
| (b) | The Employee’s perpetration of a crime involving dishonesty or moral turpitude, whether relating to employment or otherwise; | |
| (c) | Intentional dishonesty of a material nature that relates to the performance of the Employee’s duties under this Agreement; | |
| (d) | Repeated failure by the Employee to perform duties and obligations as assigned and as set forth in this Agreement, (but not encompassing illness, physical, or mental incapacity), or the willful and deliberate breach by Employee of his duty of care and loyalty to the Company. |
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Section 4. Company’s Option to Terminate for Convenience. The Company may terminate the Employee’s employment, at any time, without cause. In the event of such termination of employment, with the exception of Paragraphs 10 and 11 of this agreement, there will be no restrictions or conditions upon the Employee’s employment in the event of termination by Company. Further, the Company will pay monthly to the Employee his base salary (no bonus, merit increase or incentive compensation) for a period of six months. If the termination for convenience is exercised, the Employee will remain eligible for a pro-rated share of his current incentive bonus program, payable at the same time as other similarly situated Employees are paid. In the event of the Employee’s death after the termination for convenience, the payments will be paid monthly to the beneficiary named on the Employee’s estate.
Section 5. Duties. The Employee shall report to Dr. Michael K. Korenko, President and Chief Executive Officer of Vivos Inc (herein call the “Employer”). Except as otherwise agreed, employment by Vivos Inc shall be deemed to be "full time." Vivos Inc recognizes the fact that Employee may be justified, under some circumstances, in accepting outside employment and other interests, whether such is compensated or not, if no conflict with Vivos Inc’s interest is involved. Employee shall not accept or engage in any activity, business, or employment, either during or after working hours, that would conflict with Vivos Inc’s interests or diminish the ability of the employee to render to the company the full, loyal, and undivided service which is contemplated in his employment by Vivos Inc.
Section 6. Past Due Compensation. The accrued cash compensation totaling approximately $90,000, less the required tax withholding, of $38,000 shall be applied to the purchase of shares in the private placement completed as required by the path forward agreement. The net amount of $52,000 shall be applied as purchase price in the Private Placement with the Employee being issued approximately 10,000,000 common shares and 5,000,000 common stock purchase warrants.
Section 7. Base Compensation. The Company shall pay to the Employee as base compensation; a salary payable at monthly intervals. From effective date, the employee agrees to an annual salary of $150,000. Effective with this agreement the employee shall receive an annual salary of $120,000. The remainder of the employee’s salary shall be deferred and accrued until the Company’s cash balance exceeds $2,000,000.
Section 8. Liability Protection. The Company will ensure that there is professional legal service provided to protect the Employee from any law suits. The Company will ensure that the Employee is not held accountable for past financial liabilities or other historical issues. In the unlikely event that the company loses a lawsuit the Employee’s liability will be paid for by the Company.
Section 9. Bonus Program.
9.1 In consideration for the Employees contribution to the Company for the past twelve months, the Employee shall be granted a cash bonus of $50,000, which amount shall be deferred and accrued until the Company’s cash balance exceeds $2,000,000.
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9.2 The Employee shall be eligible to be issued Restricted Stock Units pursuant to the 2015 Omnibus Securities and Incentive Plan (the “Plan”) in the beginning of 2019. Prior to March 31, 2019, the Compensation Committee and Employee agree in good faith to finalize the vesting terms and optimize the tax treatment of the performance based RSUs to be granted to Employee and to determine the share settlement mechanics of vesting RSUs It is contemplated that the RSUs will reflect approximately one and one-half (1.5%) percent of the common shares outstanding on an as converted primary basis (as defined in the plan) on the issue date.
9.3 Employee shall receive a stock option grant of 24,360,455 options issued under the 2015 Omnibus Securities and Incentive Plan This amount represents one and one-half (1.5%) percent of the common shares outstanding on an as converted primary basis Further, it is understood that the option term shall be seven (7) years and that the exercise price of such option shall be equal to the current fair market value of the common stock of $.014 on the grant date and shall otherwise meet the requirements of a non-qualified stock option under the 2015 Plan. The options issued hereunder shall be fully vested on the grant date.
9.4 Pursuant to Section 1.83 of the Plan, Employee shall tender Common Stock, including Common Stock issuable in respect of an Award, to satisfy, in whole, the amount required to be withheld for tax withholding purposes for shares issued under the Plan.
Section 10. Scope of Restrictions. The Employee expressly covenants and agrees that while employed and during the one year immediately following the effective date of any employment termination, whether voluntary or involuntary, the Employee shall observe and be subject to the following restrictions:
| (a) | The Employee will not in any way, directly or indirectly, on the Employee’s own behalf or on behalf of or in conjunction with any person, partnership, firm or corporation solicit, entice, hire, employ, or endeavor to employ any of the Company’s Employees. |
| (b) | The Employee will not divulge to others or use for the Employee’s own benefit at any time any confidential, proprietary, company private, or other protected information obtained during the Employee’s employment relating to the Company’s business and operations or those of its Member Companies, affiliates or subsidiaries involving strategy, customer lists, lists of prospective customers, employee lists, number and location of sales representatives, new proposed, or existing programs and services, prices and terms, intellectual property and any other confidential or proprietary information as may exist or be developed from time to time. |
Section 11. Remedy for Breach. The Employee acknowledges that a violation of any of the provisions of Section 10 of this Agreement will cause irreparable damage to the Company, its successors and assigns. The Employee consents that any violation shall entitle the Company or its successors and assigns, in addition to any other rights or remedies it, or they, may have, to an immediate injunction restraining such violation.
Section 12. Death. In the event of death of the Employee any earned wages and the stock options will be included as part of the Employee’s estate. The beneficiaries of the estate will have the rights to trade the options as the Employee, including cashless transfer.
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Section 13. Notices. All notices, requests, demands, and other communications that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:
| (a) | To the Company: | ||
| Michael K. Korenko | |||
| 11316 West Court Street | |||
| Pasco WA 99301 | |||
| (a) | To the Employee: | ||
| Leonard B Jolliff | |||
| 206 N 41 st Street, Unit 1 | |||
| Yakima, WA 98901 |
Section 14. Arbitration. Any dispute or disagreement arising out of this Agreement or a claimed breach, except that which involves a right to injunctive relief, shall be resolved by arbitration under the Voluntary Labor Arbitration Rules of the American Arbitration Association. The arbitrator’s decisions shall be final and binding upon the parties.
Section 15. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of Washington and Delaware.
Section 16. Entire Agreement. This Agreement contains the entire agreement among the parties and there are no agreements, representations, or warranties that are not set forth. All prior negotiations, agreements, and understandings are superseded. This Agreement may not be amended or revised except by writing signed by all parties.
Section 17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, and successors of the respective parties, provided however, that this Agreement and all its rights may not be assigned by any party except by or with the written consent of the other parties.
Section 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when bearing original signatures, shall be deemed to be a duplicate original.
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IN WITNESS WHEREOF, This Agreement has been executed effective the date stated on the first page.
| COMPANY: | ||
| The Vivos Inc Board of Directors | ||
| BY: | /s/ Carlton M. Cadwell | |
| Carlton M. Cadwell | ||
| Chairman of Vivos Inc Board of Directors | ||
| Chairman of the Compensation Committee | ||
| EMPLOYER: | ||
| /s/ Michael K. Korenko | ||
| Michael K. Korenko | ||
| President and Chief Executive Officer of Vivos Inc | ||
| EMPLOYEE: | ||
| /s/ Leonard B. Jolliff | ||
| Leonard B. Jolliff | ||
| Chief Financial Officer of Vivos Inc | ||
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