Exhibit 10.22
XXXXX HOLDINGS, INC.
00000 Xxxxx Xxxxx Xxxxxx - Xxxxx 000
Xxxx, Xxxxxxxx 00000
July 10, 1998
Xxxxx X. Xxxxxxxxx
00000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Termination of Employment Agreement
-----------------------------------
Dear Xxxx:
This is to confirm our understanding regarding the termination of your
employment agreement with Xxxxx Holdings, Inc. (the "Company") which expires on
December 31, 1999 (the "Agreement"), and the payment of your indebtedness to the
Company in the principal and accrued interest amount of One Hundred Sixty-Two
Thousand Six Hundred Twenty-Six and 60/100's Dollars ($162,626.60) (the "Debt").
We agree that, pursuant to the Agreement, the Company is obligated to pay
you the sum of Two Hundred Eighty-Seven Thousand Five Hundred Dollars ($287,500)
(the "Remuneration") as of July 10, 1998, over the remainder of the term of the
Agreement ending December 31, 1999. You agree to accept the following in full
consideration and discharge of the payment to you of the Remuneration:
1. Cash in the amount of One Hundred Twenty-Eight Thousand Three Hundred
Thirty-Three Dollars ($128,333) (the "Cash Payment"), payable by wire transfer
upon the execution and delivery of this letter agreement and all other documents
to be executed and delivered in connection with the termination of your
employment agreement;
2. The Company's promissory note in the principal amount of Seventy-Five
Thousand Dollars ($75,000), bearing simple interest at the rate of seven percent
(7%) per annum and maturing on January 1, 2000 (the "Note"), in the form annexed
hereto as Exhibit A; and
3. The Company's issuance to you of non-qualified options to acquire 84,167
shares of its common stock, at an exercise price of One Dollar ($1.00) per
share, with the closing price of the Company's common stock being $1.03125 per
share on the date hereof, to be fully paid by your cancellation of the Company's
indebtedness to you for the remainder of the Remuneration in the amount of
Eighty-Four Thousand One Hundred Sixty-Seven Dollars ($84,167). These options
are being granted under the Company's
1992 Employee Stock Option Plan pursuant to an option agreement in the form
annexed hereto as Exhibit B (the "Option Agreement").
Immediately prior to the Company's execution and delivery to you of the
Note and the Option Agreement, and the receipt by you of the Cash Payment, you
shall pay the Company, by wire transfer of readily available funds in accordance
with instructions to be provided by the Company, the full amount of the Debt.
You agree that, upon receipt of the Cash Payment, the Company's duly
executed Note and a copy of the Option Agreement duly executed by the Company,
the Agreement and your employment with the Company will automatically terminate,
without more, and you shall have no further rights under the Agreement, whether
to receive any compensation or otherwise. You further agree that, automatically
upon your receipt of the foregoing consideration in full and complete payment of
the Remuneration, without any further action on your part or the part of the
Company, you shall have waived and released the Company from any and all
liabilities, claims, costs or expenses to which you may have a right or which
you may have asserted against the Company that arise or have arisen out of or in
connection with the Agreement and/or your employment thereunder.
If the foregoing accurately sets forth our understanding with respect to
the subject matter of this letter, please so indicate by signing in the space
provided below.
Accepted and Agreed To Very truly yours,
this 10th day of July, 1998 Xxxxx Holdings, Inc.
________________________ By:___________________________
Xxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx, Secretary
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