EXHIBIT 10.1
AGREEMENT
This Agreement ("Agreement") entered into by and among Career Direction,
Inc. ("CD"), Xxx Xxxx, Xxxxx Xxxx, Achievement Tec, Inc. ("AT") and
Achievement Tec Holdings, Inc. ("ATH"), is executed this 19th day of July,
2001.
RECITALS
WHEREAS, Achievement Tec Holdings, Inc., a Delaware corporation,
formerly known as Silver Xxxxxx Mining, Inc., entered into that Purchase and
Sale Agreement with the Xxxx'x on January 1, 2001 for the purchase of all the
issued and outstanding stock in Career Direction, Inc., a Texas corporation;
and
WHEREAS, Xxx Xxxx and Xxxxx Xxxx entered into employment agreements with
Career Direction, Inc., effective January 1, 2001; and
WHEREAS, the parties desire to terminate the employment agreements
entered into between the Loyds and "CD," and release and discharge Career
Direction and any parent or affiliated company from all liability under the
employment agreements; and
WHEREAS, Achievement Tec will provide compensation to Xxx Xxxx and Xxxxx
Xxxx as provided for in this Agreement,
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:
WITNESSETH:
1. CONSIDERATION. In consideration for the termination of the
employment agreements with Career Direction, Inc., and for the purchase of
all the stock in Career Direction, Inc., a Texas corporation, AT agrees to
pay Xxx Xxxx and Xxxxx Xxxx jointly the following:
1.1 $10,000.00 at closing as defined in this Agreement.
1.2 AT will pay $10,000.00 per month to Xxx and Xxxxx Xxxx for
24 months, first payment being due on August 19, 2001, and payments
due thereafter on the 19th of each month for a total of cash paid
in the amount of $250,000.00, at no interest.
1.3 Achievement Tec agrees to file the required documents with
the SEC to change the registration status of the 250,000 shares of
ATH common stock which has been issued as of the date of this
Agreement to Xxx Xxxx and Xxxxx Xxxx from unregistered to
registered stock.
1.4 The balance of the purchase price paid in 500,000 shares of
AT stock to be issued quarterly in common stock of ATH at 50,000
shares per quarter for ten quarters, beginning on November 1st of
2001. Achievement Tec agrees to file with the SEC to register
shares covered in this section 1.4. Stock certificates will be
issued under this section expeditiously or as permitted by law.
2. RELEASE. Except as otherwise provided in this Agreement, Xxx Xxxx and
Xxxxx Xxxx, for and in consideration recited in this Agreement, have
agreed to and do hereby release and forever discharge Achievement Tec
Holdings, Inc., Achievement Tec, Inc., and Career Direction, Inc., their
officers, directors, agents, representatives and shareholders, from any
and
all claims, demands, causes of action and liabilities of whatsoever kind
or nature, whether now known or not known, arising from their
employment, including any and all claims, demands or causes of action
alleged or might have been alleged by Xxx Xxxx and Xxxxx Xxxx in
connection with employment agreements of January 1, 2001, or that
Convertible Promissory Note of January 1, 2001, or that Purchase and
Sale Agreement of January 1, 2001. It being intended hereby that this
Release is and shall constitute a full, final and universal release of
AT, ATH and CD, their officers, directors, agents, representatives and
shareholders, for any claims arising from the Employment and Purchase
and Sale Agreements. Xxx and Xxxxx Xxxx acknowledge that each has read
the above and foregoing release and they fully understand its terms and
conditions and they have had their opportunity to confirm with counsel
of their own choosing with reference to the legal effect and
consequences of the execution of this release and that they are
executing this release of their own free will and with the intention of
being fully bound by its terms and conditions. The parties acknowledge
that the Employment Agreements are terminated except for the
requirements for confidentiality.
3. RESTRICTIVE COVENANTS. In consideration for the payment recited in
this Agreement, and for the provision to Xxx Xxxx and Xxxxx Xxxx of
employers' trade secrets and confidential information previously
provided, Xxx Xxxx and Xxxxx Xxxx hereby agree as follows:
3.1 For a period of three years following the execution of this
Agreement, Xxx Xxxx and Xxxxx Xxxx shall not serve as an officer,
director, employee or representative or an owner of more than 1% of
the outstanding capital stock of any corporation or an owner of any
interest in any business which solicits, hires or otherwise
attempts to induce any employees, agents or representative of
Career Direction, Inc., Achievement Tec, Inc., or Achievement Tec
Holdings, Inc., to terminate their positions as an agent, employee
or representative of those companies.
3.2 For a period of three years following the execution of this
Agreement, Xxx Xxxx and Xxxxx Xxxx shall not directly or
indirectly, compete with CD or AT by being an officer, director,
employee or representative or consultant, or a record or beneficial
owner of more than 1% of the outstanding stock of a corporation, or
an owner of any interest in, or employee of any business which
conducts the business of career fairs or related employment
services in any area of influence of Career Direction, AT or any
affiliate. AREA OF INFLUENCE is defined as any market in which CD,
AT or any affiliate markets or operates job fairs in North America.
3.3 In the event that court or agency holds Section 3 constitutes
an unreasonable restriction upon Xxx Xxxx or Xxxxx Xxxx, the parties
to this agreement agree that the provisions of this Section 3 shall
not be rendered void, but shall apply as time and territory and to
such other extent as a court may rule as reasonable restrictions
under the circumstances.
3.4 In the event that AT or CD fails, for ten (10) days, to make
any payments when herein due or fails to issue any stock as
provided for in Section 1, "Consideration," and CD fails to remedy
said breach within 10 days of receiving written notice from Xxx
Xxxx or Xxxxx Xxxx that a breach has occurred, Xxx Xxxx and Xxxxx
Xxxx shall be released from the obligations of Section 3.1 and 3.2
hereof. This release shall not effect any other remedy they may
have as a result thereof.
4. CLOSING. Closing shall occur at the offices of Achievement Tec, Inc.,
0000 Xxxxxxx 000X, Xxxxx 000X, Xxxxx Xxxxxxx, XX 00000, no later than
5:00 p.m., July 19, 2001.
5. MISCELLANEOUS.
5.1 All credit cards personally guaranteed by Xxx Xxxx or Xxxxx
Xxxx will be canceled upon closing.
5.2 Achievement Tec Holdings, Inc., will pay Xxxx Self and
Xxxxxxx Xxxxxxx their commissions accruing prior to January 1, 2001, no
later than December 31, 2001.
5.3 Achievement Tec Holdings, Inc., will assume all liability
existing under the Highland Village lease (Career Direction).
5.4 Each party shall pay its own legal expenses incurred during
negotiating, preparation and finalizing this Agreement.
5.5 Xxx Xxxx agrees to execute his resignation of the office of
President of CD, as well as director of CD and director of ATH. Xxxxx
Xxxx agrees to execute her resignation as secretary of CD and director
of CD.
5.6 Xxxxx Xxxx will provide a signed affidavit in connection with
the defense of the Point Group litigation, if required.
6. GOVERNING LAW. This Agreement is construed under the laws of the
State of Texas and governed in accordance with Texas law.
7. RETURN OF PROPERTY. Xxx Xxxx and Xxxxx Xxxx shall return all CD
property (such as keys, computers, disks, etc.) if requested by AT
managers.
8. ANNOUNCEMENT TO CD CLIENTS. To ensure a smooth transition, Xxx and
Xxxxx Xxxx agree to publish an announcement to CD clients, advising them
of the change and ensuring them that operations will continue to run in
the high quality manner they have come to expect from CD.
9. ASSUMPTION OF LIABILITIES. AT assumes only those liabilities or
payables of CD listed on Schedule attached hereto as Exhibit A in the
amount of $239,285.02, and those amounts may vary no more than five (5)
percent, plus or minus. The Loyds affirm that to the best of their
knowledge they have not incurred any debt on behalf of the company in
the last thirty (30) days that would exceed this variance.
This Agreement executed by the parties as of the date and year first
above written.
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Achievement Tec, Inc.
Xxxxxx X. Xxxxxx, President
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Achievement Tec Holdings, Inc.
Xxxxxx X. Xxxxxx, President
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Career Direction, Inc.
Xxx Xxxx, President
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Xxx Xxxx
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Xxxxx Xxxx
