Exhibit 10.30
RESCISSION AGREEMENT
This agreement (the "Agreement") is made as of this 29th day of
September 2002, by and between ION Networks, Inc., a Delaware corporation, (the
"Company") and Xxxxx Xxxxxxxx (the "Executive Employee").
WHEREAS, the Company entered into that certain employment agreement, as
amended, (the "Employment Agreement") with the Executive Employee, in or about
October 2001;
WHEREAS, pursuant to the Employment Agreement, the Executive Employee
purchased from the Company 300,000 shares of the Company's common stock (the
"Shares") through the execution of that certain stock purchase agreement, as
amended (the "Stock Purchase Agreement"), those certain promissory notes (the
"Promissory Notes") and those certain stock pledge agreements (the "Stock Pledge
Agreements); and
WHEREAS, the Shares are subject to a vesting schedule set forth in the
Employment Agreement and 262,500 of the Shares have not yet vested (the
"Unvested Shares"); and
WHEREAS, Executive Employee separated from the Company on September 29,
2002; and
WHEREAS, both the Company and the Executive Employee wish to rescind
the Stock Purchase Agreement, the Promissory Notes and the Stock Pledge
Agreements with respect to the Unvested Shares and, to the maximum extent
possible, to restore each party to its position had the Unvested Shares not been
issued by the Company and purchased by the Executive Employee.
NOW, THEREFORE, in consideration of the mutual terms, covenants,
agreements and conditions hereinafter set forth, the Company and Executive
Employee hereby agree as follows:
1. The Executive Employee hereby agrees to relinquish to the Company
any and all rights in and to the Unvested Shares that he may now or in the
future have or be entitled to, and to promptly return to the Company for
cancellation all certificates representing the Unvested Shares.
2. The Company and the Executive Employee hereby agree that each of the
Stock Purchase Agreement, as amended, the Promissory Notes and the Stock Pledge
Agreements with respect to the Unvested Shares is hereby rescinded in its
entirety and is no longer in force and effect, without any liabilities to or
obligations of the Company or the Executive Employee.
3. The Executive Employee agrees to indemnify and hold harmless, the
Company, its respective directors, officers, employees and agents (collectively,
"Person") from and against any and all losses, claims, damages, liabilities and
expenses (including without limitation reasonable attorney fees and
disbursements and other expenses incurred in connection with investigating,
preparing or defending any action, claim or proceeding, pending or threatened
and the costs of enforcement hereof) (collectively, "Losses") brought by any tax
authorities against any such Person as a result of this Agreement and/or in
connection with the Unvested Shares.
4. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey without regard to its conflict of laws
provision.
5. If fulfillment of any provision of this Agreement or performance of
any transaction related hereto, at the time such fulfillment or performance
shall be due, shall exceed the limits of validity prescribed by law, then the
obligation to be fulfilled or performed shall be reduced to the limit of such
validity; and if any clause or provision contained in this Agreement operates or
would operate to invalidate this Agreement, in whole or in part, then such
clause or provision only shall be held ineffective, as though not herein
contained, and the remainder of this Agreement shall remain operative and in
full force and effect.
6. This Agreement sets forth the entire agreement between the parties
hereto, and fully supersedes any prior agreements or understandings between the
parties except the Non-Disclosure Agreement. No modification, termination,
extension, renewal, waiver or addition to the terms of this Agreement shall be
binding upon a party unless set forth in a written amendment signed by an
authorized representative of that party.
7. The parties shall execute and deliver all such further instruments
and documents and take all such other actions as may reasonably be required to
carry out the transactions contemplated hereby and to evidence the fulfillment
of the agreements herein contained.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first indicated above.
ION Networks, Inc.
By: /s/ Xxx Xxxxxxx
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Title: Chief Financial Officer and Vice President
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By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Address:
0 Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx, XX 00000
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