EXHIBIT 10.30
[LETTERHEAD OF XXXXXX]
March 10, 2003
Xx. Xxx Xxxxxxxxx
C/X Xxxxxx Communications Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
RE: Agreement for Termination of Employment
Dear Xxx,
This letter is to confirm our agreement with respect to your employment
status with Xxxxxx Communications, Inc. (the "Company"). In consideration of the
mutual promises, payments and commitments set forth in this letter, we agree
that:
1. Subject to the condition precedent of the Company complying with all of
its obligations under Paragraph 2, by mutual agreement, your employment as
Executive Chairman of the Company is terminated as of January 1, 2003 (the
"Termination Date"). As of the Termination Date, the employment agreement dated
February 17, 2001, by and between you and the Company (the "Employment
Agreement") shall be terminated without further liability or obligation on the
part of you or the Company. You will continue as a member of the Board of
Directors (and as Chairman xxxxxxx) as elected by the shareholders of the
corporation (and the Board of Directors, respectively). The Company agrees to
provide you with compensation and benefits as a Director consistent with the
plans, programs or policies of the Company for similarly situated Directors and
in compliance with applicable law. In addition, and without limiting the
foregoing, during your term as a member of the Board of Directors, the Company
shall maintain in force Directors and Officers liability insurance coverages and
hereby agrees to indemnify you in accordance with the indemnity agreement
previously entered into between you and the Company (the "Indemnity Agreement").
Except as expressly provided in this letter agreement, entitlement to
compensation from the Company, including but not limited to base salary and
incentive compensation, shall cease as of the Termination Date. Except as
otherwise provided herein or by applicable law, your participation in any of the
employee benefit plans of the Company shall cease as of the Termination Date
2. As soon as reasonably practicable after your execution of this letter
agreement, the Company will:
a. Make a payment to you of $300,000 in immediately available funds
either by check or by wire transfer as you may elect.
[LETTERHEAD OF XXXXXX]
March 10, 2003
Page Two
b. Prepare and deliver to you an amendment(s) to your existing
Stock Option Agreement(s) providing: (i) that you shall have
until the third anniversary of the Termination Date to exercise
any outstanding vested stock options in accordance with the
terms of the stock option agreements and the Company's Stock
Option Plan of 1999 and (ii) the vesting schedule for
outstanding options shall be accelerated by 12 months. In all
other respects the Stock Option Agreements shall remain in full
force and effect in accordance with their terms. When completed,
the amendment to the Stock Option Agreements shall be
incorporated by reference herein.
c. The Company shall transfer, assign and convey to either you or
your designee all right, title and interest to the equipment and
furnishings set forth on Attachment A (the "Personal Property").
Upon execution of this letter agreement the Company shall
provide you with a Bill of Sale evidencing such transfer. The
Personal Property is transferred "as is" without warranty or
liability of any kind. The Bill of Sale shall be attached hereto
and incorporated by reference herein.
3. This letter agreement shall be governed by and construed in accordance
with the laws of the State of California without reference to the rules relating
to conflict of laws.
4. Other than with respect to the (i) the Stock Option Agreements, as
amended, (ii) the Bill of Sale and (iii) the Indemnity Agreement, this Agreement
constitutes the entire agreement of the parties concerning the subject matter
hereof.
5. You hereby acknowledge that you have had the opportunity to discuss this
matter with and obtain advice from legal counsel, have had sufficient time to,
and have carefully read and fully understand all the provisions of this letter
agreement, and by your execution of this letter agreement knowingly and
voluntarily enter into this letter agreement.
If this letter agreement accurately reflects our agreement, please execute two
originals in the space provided below, return one fully signed original to me
and retain one original for your files.
Sincerely,
Xxxxxx Communications, Inc.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx
President and Chief Executive Officer
Accepted and Agreed to this 3rd day of April, 2003
/s/ Xxx Xxxxxxxxx
--------------------------
Xxx Xxxxxxxxx
[LETTERHEAD OF XXXXXX]
ATTACHMENT A--LIST OF PERSONAL PROPERTY
Home Computer and Related Software -- Serial No. 6X1CJDVZ5002
Office Computer and Related Software -- Serial No. US04764808
Toshiba Protege 3490CT Laptop and Related Software -- Serial No. 61216021PU
Office Printer
Office Telephone
Mobile Telephone
Blackberry Device
Xxxxxxxx Xxxxxx' Office Computer and Related Software -- Serial No. US03974741
Xxxxxxxx's Desk Chair
Shredder
Fax Machine
HP Laser Jet Printer 4500
Desk and Credenza
Office Chair
Sofa
Coffee Table
Lateral File and Bookcase
2 Guest Chairs
Conference Table and 6 Chairs
Boat Models: Tamsen, Atlantic & endeavor
Art and Accessories
Desk and Credenza in Xxxxx Xxxxxxxx'x Office
Credenza, 3 Desks, Bookcase and 2 Conference Tables
5 Office Chairs
[LETTERHEAD OF XXXXXX]
BILL OF SALE AND AGREEMENT
This Bill of Sale and Agreement is made this 3rd day of April, 2003 by
and between Xxx Xxxxxxxxx, with offices at 0000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxx,
Xxxxxxxxxx 00000 ("Buyer"), and Xxxxxx Communications, Inc., a Delaware
corporation, with offices at 0000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx
00000 ("Seller");
1. In consideration of the agreements set forth in that certain letter
agreement by and between Xxxxx and Xxxxxx dated March 10, 2003, Xxxxxx agrees to
transfer to Xxxxx and Xxxxx agrees to accept and possess the following described
property (the "Property"):
[SEE ATTACHMENT A]
2. Seller hereby assigns all of Seller's right, title and interest in and
to the Property. The Property is sold FOB Seller's site.
3. Seller warrants that it has good and marketable title to the Property, free
and clear of all liens, encumbrances and claims of any third party. Seller
further warrants that it has all necessary authority to sell the Property to
Buyer. EXCEPT AS SET FORTH IN THIS PARAGRAPH 3, SELLER TRANSFERS THE PROPERTY TO
BUYER "AS IS, WHERE IS" WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED,
AND SELLER SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTIBILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
4. This Agreement constitutes the entire agreement between the parties and
supersedes any prior oral or written understandings, agreements or
representations. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale and
Agreement as of the date set forth above.
Xxxxxx Communications, Inc.
/s/ Xxx Xxxxxxxxx
------------------- BY: /s/ [ILLEGIBLE]
Xxx Xxxxxxxxx --------------------
TITLE: PRESIDENT, CEO
--------------------
[LETTERHEAD OF XXXXXX]
ATTACHMENT A--LIST OF PERSONAL PROPERTY
Home Computer and Related Software -- Serial No. 6X1CJDVZ5002
Office Computer and Related Software -- Serial No. US04764808
Toshiba Protege 3490CT Laptop and Related Software -- Serial No. 61216021PU
Office Printer
Office Telephone
Mobile Telephone
Blackberry Device
Xxxxxxxx Xxxxxx' Office Computer and Related Software -- Serial No. US03974741
Xxxxxxxx's Desk Chair
Shredder
Fax Machine
HP Laser Jet Printer 4500
Desk and Credenza
Office Chair
Sofa
Coffee Table
Lateral File and Bookcase
2 Guest Chairs
Conference Table and 6 Chairs
Boat Models: Tamsen, Atlantic & endeavor
Art and Accessories
Desk and Credenza in Xxxxx Xxxxxxxx'x Office
Credenza, 3 Desks, Bookcase and 2 Conference Tables
5 Office Chairs
