Exhibit 10.1
AGREEMENT AND GENERAL RELEASE
This Agreement entered in as of this 14th day of March, 2006 between the
following "Parties:" Xxxxxx Xxxxxx, an individual residing within the State of
Florida ("Xxxxxx"), Telzuit Medical Technologies, Inc., a Florida Corporation
("Corporation") and Telzuit Technologies, L.L.C., a limited liability Company
organized in the State of Florida ("Company");
Telzuit Medical Technologies, Inc., and Telzuit Technologies, L.L.C. are herein
referred to jointly as the "Entities".
1. RECITALS.
a. RELATIONSHIP. The Parties have established a past business
relationship with each other in regard to the operation of Telzuit
Medical Technologies, Inc. and Telzuit Technologies, L.L.C.'s business
(hereinafter referred to as the "Relationship") as follows:
Telzuit Medical Technologies, Inc.: Xxxxxx held the
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positions of Chairman, President, Chief Executive Officer, Chief
Financial Officer, and Director
Telzuit Technologies, L.L.C.: Xxxxxx held the positions of
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Officer, Manager and Director
b. TERMINATION OF RELATIONSHIP. Each of the parties desires to
terminate the Relationship between Xxxxxx and the Corporation and the
Company, canceling all written and oral contracts and arrangements
between them except for this Agreement and the Resignations and other
documents herein described that have been agreed to on this date
between the Parties. Xxxxxx agrees to return all company property and
documents in his possession or control.
c. CANCELLATION OF EMPLOYMENT AGREEMENT. The parties hereto agree to
terminate and cancel as of this date that certain Employment agreement
entered into of on or about January 3, 2005 between the Corporation
and Xxxxxx.
d. RELEASED CLAIMS. The purpose, desire and intention of this
Agreement is to fully settle and forever resolve any and all: past,
present and future claims Xxxxxx may have or has against the
Corporation, the Company and any and all of its or their officers,
directors or agents; past, present and future claims that the
Corporation, the Company, and any and all of its or their officers,
directors and agents may have or has against Xxxxxx in regards to, but
not limited to: the Relationship, negligence, money damages (whether
in contract or tort) or past debt (hereinafter collectively referred
to as "Claims") arising from and/or relating directly or indirectly to
the Relationship.
2. PAYMENT. In consideration for entering into this Agreement and conditioned
upon its compliance, the Corporation agrees to pay to Xxxxxx as follows:
i. That amount which shall equal to the amount of salary, life
insurance premiums and automobile allowance having been being
paid to or for the benefit of Xxxxxx with respect to the month of
February, 2006 pursuant to that certain Employment Agreement
between the Corporation and Xxxxxx (which Employment Agreement is
being cancelled as of this date) until the date that it would
have expired on January 3, 2007. Such payments shall be paid
monthly in advance or in such other similar manner as the
Corporation and Xxxxxx shall agree.
ii. Continued health insurance benefits (premiums) as per
Xxxxxx'x existing employment contract until the expressed
termination date of the contract on January 3, 2007.
3. TERMINATION AND CANCELLATION OF AGREEMENTS. All agreements, arrangements
and relationships between the Corporation and the Company with Xxxxxx shall
hereby be cancelled and terminated without further action as of this date,
and without any further action or payment of any kind by any of the parties
to the others ( with the exception of the payments described within Section
2, herein.
4. GENERAL RELEASE. In consideration of the promises, covenants,
representations and warranties set forth in this Agreement, Xxxxxx and the
Corporation and the Company, on behalf of themselves and on behalf of their
heirs, beneficiaries, predecessors, successors, successors in interest,
assigns, insurers, and representatives, joint account owners, and all
persons, firms, companies, associations and/or corporations they are
connected with, do hereby release and forever discharge each other,
including their respective predecessors, successors, assigns, partners,
employees, parents, subsidiaries, officers, directors, principals, agents,
registered representatives, insurers, sureties, and attorneys, who are, or
may ever become, liable to each other, of and from any and all claims
(including claims for bodily and/or emotional injury), demands, causes of
action, obligations, damages, losses, costs, fees, and expenses of every
kind and nature whatsoever, known or unknown, fixed or contingent, arising
from, or in any way related to the Relationship described herein.
5. LOCK-UP/LEAK-OUT AGREEMENT. To facilitate the Agreement, comply with
funding requirements and in consideration of the direct and indirect
benefits to be received from the Agreement by the Parties, Xxxxxx agrees as
follows:
(a) During the period from this date until January 3, 2007 (the
"Lock- Up Period"), Xxxxxx agrees that he will not, directly or
indirectly, sell, offer to sell, contract to sell, assign, pledge,
hypothecate, encumber or otherwise transfer, or enter into any
contract, option or other arrangement or understanding with respect to
the sale, assignment, pledge or other disposition of (collectively,
the "Transfer") any shares of common stock, par value $0.001, of
Telzuit Medical Technologies, Inc. (the "Shares") owned and/or
hereinafter attained by Sprout. The foregoing restriction has been
expressly agreed to so as to preclude Sproat from engaging in any
hedging or other transaction during the Lock-Up Period (that is
designed to or reasonably expected to lead to or result in a Transfer
of the Shares) or made with the intent to legally undermine some of
Xxxxxx'x rights under Rule 144 of the Securities Act of 1933 (the
"Act"). Such prohibited hedging or other transaction would include,
without limitation, any short sale or any purchase, sale, or grant of
any right (including, without limitation, any put or call option) with
respect to the Shares or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Shares. Should the
company locate a buyer for up to 250,000 shares, Xxxxxx is permitted
to sell shares to that buyer.
(b) After January 3, 2007, Xxxxxx is permitted to sell, offer to
sell, contract to sell, assign, pledge, hypothecate, encumber or
otherwise transfer, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment,
pledge or other disposition in accordance with Rule 144 of the
Securities Act of 1933 (the "Act").
(c) Xxxxxx agrees and consents to: (i) the entry of stop transfer
instructions with the Telzuit Medical Technologies, Inc. transfer
agent against the Transfer of Shares held by Xxxxxx except in
compliance with the terms and conditions of this Agreement; and (ii)
the entry of an injunction or other equitable relief so as to prevent
the violation of any term of this Agreement.
(d) The terms of this Section 5 shall not apply to (i) dispositions
by gift, will or by the laws of descent and distribution, or otherwise
to the undersigned's parents, siblings, spouse, children, or
grandchildren, (ii) a trust for the benefit of the undersigned's
parents, siblings, spouse, children, or grandchildren, (iii) a
partnership, the general partner of which is Xxxxxx or his parents,
siblings, spouse, children, or grandchildren, or a corporation or
limited liability company, a majority of whose outstanding equity
securities is owned of record or beneficially by Xxxxxx or by any of
the foregoing; provided that, in each case, such transferee agrees in
writing to be bound by the terms hereof.
5.5 GRANTING OF OPTION TO PURCHASE SHARES. During the Lock-Up Period, Xxxxxx
shall grant to the Released Parties or a designee of the Corporation, an
irrevocable option to purchase, in whole or in part, up to 250,000 shares
of common stock, par value $0.001, of Telzuit Medical Technologies, Inc.,
currently owned by Xxxxxx, for fifty cents ($.50) per share (hereinafter
the right to purchase these 250,000 common shares shall be referred to as
the "Option"). Xxxxxx expressly agrees to the terms and conditions of
Section 5(c) with respect to this Section 5.5 of the Agreement. Notice of
the Released Parties' exercising the Option or designee shall be made by
contacting Xxxxxx at:
Xxx Xxxxxx
Address: 00000 Xxxxxxx Xxxxx Xxxx.
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Xxxxxxx, XX 00000
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Phone: 000-000-0000
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Email: xxxxxxx@xxx.xx.xxx
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6. NO FURTHER CLAIMS. Xxxxxx, the Corporation and the Company covenants and
agrees never to commence against the other any legal action or proceeding
based in whole or in part upon the Claims, demands, allegations, and/or
injuries released in this Agreement.
7. NO ADMISSION. This Agreement shall not be considered as an admission of
liability by the Parties and by entering into this Agreement the Parties
have not admitted the validity of any Claims herein released or at issue.
8. BINDING EFFECT. This Agreement shall be binding upon each Party's past and
present heirs, beneficiaries, successors, successors in interest, assigns,
and agents.
9. GOVERNING LAW. This Agreement shall be interpreted in accordance with and
governed in all respects by the law of the State of Florida.
10. CONFIDENTIALITY. The Parties agree that the terms of this Agreement, and
the settlement provided for herein, shall be held in the strictest
confidence and that no discussion, statement, or publicity of any nature
shall be made at any time with regard to the Agreement, settlement terms,
payments), release or other issues involved herein, except as shall be
required by law or regulation relating to the Corporation and the Company.
Additionally, Xxxxxx agrees, in consideration for the payments to be made
by the Corporation, that he will maintain complete confidentiality
regarding information relating to the Corporation and its products,
services and business and trade secrets, unless receiving written
permission from the Corporation, for the period of twenty-four months from
the date of this Agreement.
11. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the Parties with regard to the matters herein set forth.
12. INDEPENDENT INVESTIGATION. Each party hereto represents and declares that
he and it has carefully read this Agreement, knows the contents thereof and
has signed the Agreement freely and voluntarily. Each party has made such
investigation of all the facts pertaining to this Agreement and all of the
matters pertaining thereto, as he deems necessary and HE AND IT HAS
RECEIVED INDEPENDENT LEGAL ADVICE FROM HIS AND ITS ATTORNEYS with respect
to the advisability of making the settlement provided for herein, and with
respect to the advisability of executing this Agreement.
13. NO REPRESENTATIONS. No person, nor officer, agent, partner, employee,
representative, trustee, or attorney of either Party has made any statement
or representation to the other Party regarding any fact relied upon in
entering into this Agreement and neither Party relies upon any statement,
representation or promise of the other Party in executing this Agreement or
in making the settlement provided for herein, except as stated herein.
14. MUTUAL DRAFTING. Each Party warrants and represents that any statute or
rule of construction (that ambiguities are to be resolved against the
drafting party) shall not be employed in interpretation of this Agreement.
15. FUTURE COOPERATION. The Parties agree that each Party will execute all such
further and additional documents as shall be reasonable, convenient,
necessary, or desirable to carry out the provisions of this Agreement.
16. SEVERANCE. Should any provision of this Agreement be held by a court of
competent jurisdiction to be invalid, void or unenforceable for whatever
reason, the remaining provisions not so declared shall, nevertheless,
continue in full force and effect, without being impaired in any manner
whatsoever.
17. COUNTERPARTS. This Agreement and Release may be executed in several
counterparts, in one or more separate documents, all of which together
shall constitute one of the same instrument, with the same force and effect
as though all the Parties had executed the same document.
18. CAPTIONS. Paragraph titles or captions contained herein are inserted only
as a matter of convenience and for reference, and in no way define, limit,
extend, or describe the scope of this Agreement.
19. COSTS. This Agreement shall include any and all claims any party may have
for costs and/or attorney fees relating to this Agreement and the Claims
released herein.
TELZUIT MEDICAL TECHNOLOGIES, INC.
/s/ Xxxxxx Xxxxxxx 3/14/06
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By: Xxxxxx Xxxxxxx
Its:
TELZUIT TECHNOLOGIES, L.L.C.
/s/ Xxxxx Xxxxx 3/14/06
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By: Xxxxx Xxxxx
Its:
Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx 3/14/06
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