EXHIBIT 99.1
AGREEMENT
AGREEMENT dated this 5th day of August 2002 by and among OnSpan
Networking, Inc. ("OnSpan") Interlan Communications, Inc. ("ICI") and G. Xxxxxxx
Xxxxx ("Xxxxx"), Xxxxxx Xxxxxxxxx Xxxxxx ("Xxxxxx") and Xxxxx Xxxxxxxxx
("Xxxxxxxxx") (Xxxxx, Xxxxxx and Xxxxxxxxx are sometimes collectively referred
to as "the Employees").
WHEREAS, ICI is presently a wholly-owned subsidiary of OnSpan;
WHEREAS, Xxxxx, Xxxxxx and Xxxxxxxxx are executives and employees of
ICI and have employment contracts with OnSpan;
WHEREAS, OnSpan is willing to transfer ownership of ICI to the
Employees and Employees desire to acquire ICI from OnSpan; and
WHEREAS, the parties desire to work out an orderly severance of the
relationship of OnSpan and ICI and allocate responsibility for the ongoing
obligations and rights of OnSpan and ICI.
NOW, THEREFORE, in exchange for the mutual covenants and obligations
contained herein, the parties hereto agree as follows:
1. Xxxxx, Xxxxxx and Xxxxxxxxx hereby transfer and assign and return to
the treasury of OnSpan all of their shares of OnSpan (20,833 shares total)
("OnSpan Shares") and, in exchange therefor, OnSpan shall transfer to the
Employees 14,000 shares of Common Stock of ICI, representing all of the issued
and outstanding capital stock of ICI. The OnSpan Shares shall be accompanied by
stock powers with medallion signature guarantees. The Shares of Common Stock of
ICI to be delivered to the Employees shall be divided as follows: Munno is to
receive 6,750 ICI shares, Xxxxxxxxx is to receive 6,750 ICI shares and Xxxxxx is
to receive 500 ICI shares.
2. The Employees shall resign in all capacities as directors, officers
and/or employees of OnSpan upon closing in writing. All employment agreements
between OnSpan and any of the Employees shall terminate and all obligations
existing under such employment agreements or under the terms of employment with
the employees are hereby discharged, and OnSpan shall have no liability with
respect to any such obligations presently existing or previously incurred under
such employment agreements or under the terms of employment of the Employees.
3. All intercompany payments and obligations between OnSpan and ICI
shall be released and discharged, and ICI shall retain all of its current assets
free of any liens or obligations owing to OnSpan, except that certain tax refund
owing to ICI in the approximate amount of $54,000 shall be assigned to
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OnSpan who shall have full rights with regard to such refund. OnSpan and the
Employees shall enter into mutual releases as annexed hereto. A $19,725.55
payable to Westcon that had been guaranteed by OnSpan will be paid prior to
closing. An additional $10,000 shall be held in OnSpan's checking account to
satisfy any outstanding checks. All funds remaining after checking settlements
shall be dispersed to ICI not to exceed thirty days. Attached as Exhibit 1 is a
schedule setting forth the balance in ICI's checking account as of August 5,
2002, a list of checks to be posted against the account, and the accounts
payable aging and other liabilities. OnSpan warrants that there are no
transactions affecting ICI that are not reflected on the books of ICI as of
August 5, 2002.
4. OnSpan and the Employees acknowledge that they are highly familiar
with the operations of OnSpan and ICI and have been provided with the
opportunity to undertake satisfactory due diligence procedures relevant to these
companies. OnSpan and the Employees acknowledge that OnSpan has been removed
from all previous corporate guarantees.
5. This Agreement shall be binding upon the parties and their
successors and assigns and shall inure to the benefit of the parties and
successors and assigns. This Agreement and the rights and duties of the parties
hereto shall be construed and determined in accordance with the laws of the
State of Florida.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.
ONSPAN NETWORKING, INC.
By: ________________________________
Name: _____________________________
Its: ________________________________
INTERLAN COMMUNICATIONS, INC.
By: _________________________________
Name: ______________________________
Its: _________________________________
____________________________________
Xxxxxxx Xxxxx
___________________________________
Xxxxxx Xxxxxxxxx Xxxxxx
___________________________________
Xxxxx Xxxxxxxxx
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