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Exhibit 10.1
AGREEMENT
among
XXXXXXX.XXX PLC
(FORMERLY, THE CORPORATE NET LIMITED),
DYNAMIC INFORMATION SYSTEM AND EXCHANGE, INC.
and
XXXXXXX.XXX INC.
This Agreement (the "Agreement") is made as of December [15], 1999, by
and among xxxxxxx.xxx plc (formerly, The Corporate Net Limited)
("topjobs (uk)"), Dynamic Information System and eXchange, Inc. ("DiSX")
and xxxxxxx.xxx inc. ("topjobs (usa)").
W I T N E S S E T H:
WHEREAS, On February 11, 1999, DiSX, topjobs (uk) and topjobs (usa)
entered into a Stockholders Agreement, as amended by the Amendment to
the Stockholders Agreement, dated March 29, 1999 (the "Stockholders
Agreement"), and the Intellectual Property and Brand Licensing Agreement
(the "Licensing Agreement") and on February 11, 1999, DiSX and topjobs
(usa) entered into a Loan Agreement (the "Loan Agreement").
WHEREAS, DiSX, topjobs (uk) and topjobs (usa) have agreed to terminate
the Stockholders Agreement, the Licensing Agreement and the Loan
Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged (including, without
limitation, the agreements set forth below to release DiSX from the
obligations to make certain payments), and intending to be legally bound
hereby,the parties hereto agree as follows:
SECTION 1. Definitions.
A. Unless otherwise defined herein, capitalized terms used herein which
are defined in the Stockholders Agreement, the Licensing Agreement and
the Loan Agreement shall have the respective meanings assigned to such
terms in the Stockholders Agreement, the Licensing Agreement and the
Loan Agreement.
SECTION 2. The Stockholders Agreement.
A. The parties to the Stockholders Agreement hereby release any
obligations not heretofore fulfilled to contribute capital to topjobs
(usa).
B. The parties hereby acknowledge and agree that Xxxxx Xxxxx is no
longer on the Operational Executive of topjobs (uk), Secretary of
topjobs (usa) or otherwise an officer, representative or agent of either
topjobs (uk) or topjobs (usa), having previously resigned from all
positions with topjobs (uk) and topjobs (usa).
C. Effective immediately, Xx. Xxxxx Xxxxx, Xx. Xxxx Xxxxxxxx and Xx.
Xxxx Xxxxxxx are no longer directors of the topjobs (usa). DiSX hereby
agrees to their removal and does vote to remove them, and hereby agrees
that it has no further rights under the Stockholders Agreement to
appoint directors of topjobs (usa).
D. It is acknowledged and agreed that, except as topjobs (uk), in its
sole discretion, may otherwise determine, all Former DiSX Employees
shall cease to be employees of topjobs (usa) on January 31, 2000.
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E. All books and records relating to topjobs (usa) shall be delivered
immediately to such person or entity as may be directed by Xxxxx Xxxxxx
of topjobs (uk).
F. In consideration of the release of DiSX from certain obligations
topjobs (usa) and topjobs (uk) as described herein, on the date hereof
DiSX hereby agrees to transfer to tobjobs (uk) or its designee all of
DiSX's right and interest in and to all shares and interests of DiSX in
topjobs (usa) provided, that no such transfer may be effective until
such time as DiSX is legally authorized to effect the same, and topjobs
(uk) is legally authorized to accept the same, under applicable law and
court orders. DiSX shall deliver to topjobs (uk) or its designees such
stock powers and other rights as topjobs (uk) may reasonably request to
evidence the foregoing from time to time. DiSX hereby agrees, in
consideration of the benefits being derived by DiSX pursuant to this
agreement, that DiSX shall not dispose of any of such shares of topbjobs
(usa) or any interest therein, directly or indirectly, for a period of 5
years or until the same are acquired by topjobs (uk) or its designee, as
herein provided, and that any attempted disposition of such shares or
any rights therein (including, without limitation, voting rights) shall
be null and void ab initio. DiSX hereby further agrees that it shall
vote its shares for dissolution of topjobs (usa) and otherwise cooperate
in effecting the same in the event that it is requested by topjobs (uk)
to do so, which topjobs (uk) may do in its sole discretion at any time
and from time to time.
G. The Stockholders Agreement is hereby terminated as of this date by
mutual agreement, provided, however, that Sections 11.3.5 and Articles
12 (with regard to arbitration), and 14 shall survive the termination of
the Stockholders Agreement.
SECTION 3. The Licensing Agreement.
The Licensing Agreement is hereby terminated as of this date by mutual
agreement, provided, however, that Articles 9 and 13 and Section 12.3
shall survive the termination of the Licensing Agreement.
SECTION 4. The Loan Agreement.
A. The topjobs (usa) board of directors having determined that it will
never be appropriate for topjobs (usa) to repay the Loan to DiSX, which
is not repayable unless such determination is made by said board of
directors, in its sole discretion, topjobs (usa)'s obligation to repay
the Loan made by DiSX to topjobs (usa) is hereby waived by DiSX.
B. The Loan Agreement and the obligations under the Loan are hereby
terminated immediately.
SECTION 5. Good Faith.
A. The parties hereto undertake with each other to do all things
necessary within their power which are necessary or desirable to give
effect to the spirit and intent of this Agreement.
B. The parties hereto shall and shall use their respective reasonable
endeavors to procure that any necessary third parties shall do, execute
and perform all such further deeds, documents, assurances, acts and
things as any of the parties hereto may reasonably require by notice in
writing to the others to carry the provisions of this Agreement into
full force and effect.
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SECTION 6. Effectiveness.
This Agreement shall become effective as of December __, 1999 when and
if each of DiSX, topjobs(uk) and topjobs (usa) shall have executed this
Agreement.
SECTION 7. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which shall constitute but one and
the same instrument.
SECTION 8. Governing Law.
All issues and questions concerning the construction, validity,
interpretation and enforceability of this Agreement shall be governed by
and construed in accordance with, the laws of the State of Utah, without
giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Utah or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than
the State of Utah.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
XXXXXXX.XXX PLC
By: /S/Xxxxx Xxxxxx
Title: COO & Director
DYNAMIC INFORMATION SYSTEM
AND EXCHANGE, INC.
By: /S/Xxxxx X. Xxxxx
Title: President
XXXXXXX.XXX INC.
By: /S/Xxxx X. Xxxxxxx
Title: President
