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EXHIBIT 10.12
MEMORANDUM
TO: Xxxxx Xxxxxxx
FROM: Xxx Xxxxxx
DATE: July 31, 1997
This sets forth our agreement.
1. You will remain as an officer of the subsidiary Circle
International, Inc. in the position of President and C.E.O.,
Global Transportation Resources reporting to the Company
Chairman. You will not be a corporate officer. This position
will be available through November 30, 1997, and you will be
entitled to your present base salary and car allowance.
2. As of December 1, 1997 or your obtaining other employment,
whichever is earlier, you shall resign your position with the
Company. Other than as set forth in paragraphs 3, 4, 5 and 6
below the Company will have no further obligation to you.
3. From December 1, 1997 (or the earlier date if you leave the
Company voluntarily) through July 31, 1998 you shall be a non-
exclusive consultant to the Company providing advice as
available on global purchasing, pricing and carrier and other
strategic issues. You and the Company will enter into a
consulting agreement memorializing this, which will also contain
provisions regarding confidentiality, the prohibition of
soliciting employees and accounts (for freight forwarding
purposes, not airline carrier purposes), non-disparagement
internally and externally (this will be a mutual obligation),
litigation cooperation and assistance, and a mutual release of
all claims.
4. During the period of your employment through the period of the
consultancy agreement, you shall be entitled to exercise at any
time subject to standard legal restrictions 41,666 vested
options to purchase stock. From May 1, 1998 through
July 31, 1998 only, you shall be entitled to exercise another
25,000 options pursuant to the terms of your existing option
agreement on the condition that you have substantially complied
with the covenants of the consulting agreement. You shall have
no other rights under that agreement. If the Company terminates
the consulting agreement, then these options shall accelerate
and you shall have thirty days within the notice of termination
to exercise any unexercised options, including the 25,000
options referenced above.
5. During the consulting period referred to above, the Company
shall pay your Cobra and Life Insurance conversion costs,
through the earlier of your obtaining other employment or July
31, 1998
6. The balance outstanding under the Promissory Note attached as
Exhibit 1 shall be paid the earlier of either your selling your
residence in Woodside or your exercising all of your options.
Interest will continue to accrue under the note. As security,
you will provide the Company with a deed of trust against your
residence.
7. Other than as set forth in this Agreement, Circle International
Group, Inc. and its subsidiaries and officers (the "Company")
will have no further obligations to you, and you will have no
further obligations to the Company. Any other previous
agreements are superseded by this Agreement. The Company and
Xxxxxxx hereby mutually waive and release any and all claims
against the other, except for claims arising from a breach of
this Agreement.
8. The terms of this Agreement shall remain strictly confidential,
unless Xxxxxxx or the Company deems that it is required to make
an appropriate disclosure under SEC rules.
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9. Each party agrees that this agreement is enforceable without
defense, is voluntarily entered into, and is the result of
amicable settlement discussions.
Each party has signed below indicating full agreement to the
above.
/S/ Xxxxxx Xxxxxx /S/ Xxxxx Xxxxxxx
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Xxxxxx Xxxxxx for Xxxxx Xxxxxxx
Circle International Group, Inc.
and its subsidiaries
