Exhibit 10.12
TERMINATION OF EMPLOYMENT AGREEMENT
This Agreement made this 2 day of July, 2001 by and between X-XXXXXXX.XXX,
a Nevada corporation (the "Company") and XXXXX X. XXXXXX, a Florida resident
(the "Executive").
RECITALS
WHEREAS, the Company and the Executive had entered into an Amended and
Restated Executive Employment Agreement (the "Employment Agreement"), dated
March 30, 2001; and
WHEREAS, certain disputes arose between the Executive and Company; and
WHEREAS, the parties wish to terminate the Employment Agreement and all
its terms and provisions except as set forth herein so as to resolve all
employment disputes between the Executive and the Company.
NOW THEREFORE, for good and valuable consideration, receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. TERMINATION
Executive's Employment Agreement is hereby terminated as of May 18, 2001
(the Date of Termination) and all of its terms and conditions are deemed null
and void and Executive's employment with the Company is hereby terminated.
2. PAYMENTS TO EXECUTIVE
The Company agrees to pay to Executive three months salary or, at the
Company's election, $58,758 in value of free trading stock of the Company as of
the date of this Agreement. The Company shall be required to issue end register
said stock as
soon as is reasonably practical, and, in no event, no later than in its very
next registration statement. In addition, the Company covenants and agrees.
a) to pay Executive his unpaid car allowance for March, April and
half of May being $2,250.00; and
b) to pay Executive his April cell phone xxxx of $368.00 plus his
cell phone xxxx through May 18, 2001 within five (5) days of Executive
providing a statement of the xxxx to the Company; and
c) to continue and pay for Executive's health insurance for
ninety (90) days after the date of this Agreement.
3. TRADE SECRETS OF COMPANY
Executive acknowledges that during the term of his employment with the
Company, he had access to and became acquainted with various software programs
which the Company has developed, was marketing and which were regularly used in
the operation of the business of the Company (the Trade Secrets). Likewise,
executive acknowledges that he generally had access to the Company's trade
secret business plans, methods, and operations. Executive agrees not to disclose
such Trade Secrets, directly or indirectly, or use them in any way after the
date of this Agreement. Nothing in this Agreement, however, shall preclude
Executive from using or disclosing business information or skill possessed prior
to Executive's association with the Company.
4. PURCHASE OF PRIMERX STOCK
Executive owns nine hundred and five thousand five hundred (905,500)
shares of the stock of PrimeRx which Executive shall sell and the Company shall
purchase pursuant to the terms hereinafter. The purchase price for the stock
being transferred to
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the Company shall be one share of free trading stock of the Company for each one
share of PrimeRx stock owned by Executive. The Company covenants as soon as is
reasonably practical to take such actions and file such SEC forms and
registrations as are required to be able to issue Executive nine hundred and
five thousand five hundred (905,500) shares of its registered tradable stock
(the Stock), but in no event will the Company be required to issue and register
said stock prior to the filing of its next registration statement. Closing on
the sale shall take place no later than January 2, 2002. Executive covenants
that upon obtaining the Stock, he will not trade more than ten thousand
(10,000) shares of the Stock per trading day. This restriction shall be
non-cumulative, i.e. if Executive fails to exercise his right of sale on any
given trading day, he will not be permitted to increase his sales on any
subsequent day(s). At closing, Executive shall endorse and transfer to the
Company such certificates of the shares of stock he owns in PrimeRx and the
Company shall issue to Executive the Stock fully paid, nonaccessible and
registered.
5. WAIVER AND RELEASE
a. Except for breeches of this agreement, each party hereby
releases and forever discharges the other, it's officers, directors,
shareholders, employees, attorneys, agents, successors, and assigns of any and
all claims, demands, causes of action of any nature whatsoever arising out of or
in any way related to Executive's employment or termination of Executive's
employment with the Company, including without limitation, claims for alleged
discrimination based on the Age Discrimination and Employment Act or any claim
for damages for wrongful discharge or discrimination which may be brought
against the Company by or on Executive's behalf under federal or state law.
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b. The parties have been informed by their respective attorneys
and advisors of California Civil Code Section 15.42, and the parties acknowledge
that they are familiar with and hereby expressly waive the provisions of this
Section, and any similar stature, code, law or regulation of any state in the
United States to the fullest extent that they may waive such rights and
benefits. Section 15.42 of the California Civil Code provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME THAT EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
6. RETURN OF EQUIPMENT
Executive covenants to return any and all equipment or other assets of the
Company in his possession within five (5) days of the execution of this
Agreement.
7. ACKNOWLEDGMENTS.
a. The Executive acknowledges that except for the payments
required under this Agreement, the Company is under no obligation to pay
Executive any salary or other benefits.
b. This Agreement is signed and delivered by Executive as his
free and voluntary act after being given the opportunity to review the
Agreement and all of its terms with third parties not affiliated with the
Company, including Executive's personal attorney.
C. Executive owns the PrimeRx shares free and clear of any
liens or encumbrance and he has not pledged or in any manner transferred his
shares.
8. NOTICES.
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All notices, demands, and communications required or desired to be given in
connection with this Agreement shall be in writing and shall be deemed duly
given on the date received, if delivered personally, or on the third date after
mailing, if sent by certified or registered mail, return receipt requested,
postage pre-paid, or on the day delivered by a service such as Federal Express
or USPS and addressed as follows:
IF TO EXECUTIVE AT:
Xxxxx X. Xxxxxx
0000 Xxxxxxxxx 00xx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
IF TO THE COMPANY AT:
x-XxxXxxx.xxx
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxx, CEO
9. LEGAL EXPENSE.
Each of the parties shall bear his or its own legal expenses, if any,
incurred in connection with the preparation, review and execution of this
Agreement, and/or any litigation arising from and concerning this Agreement.
10. DEFAULT.
If either party defaults in the performance of any of his or its covenants,
agreements or obligations hereunder, then, in addition to any and all other
rights and remedies which the non-defaulting party may have against the
defaulting party, the defaulting party will be liable to pay the non-defaulting
party's court costs and reasonable attorneys fees incurred in enforcing
covenants, agreements or obligations of the defaulting party described in this
Agreement.
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11. CONFIDENTIALITY.
Except as required by law, the parties agree not to disclose or publicize
the terms or existence of this Agreement to anyone other than the Executive's
spouse, attorney and tax advisor and accountant.
12. CONSTRUCTION
a. This Agreement shall be interpreted and governed by the laws
of the State of Florida.
b. If any provision or clause of this Agreement shall be
deemed to be invalid by Court of competent jurisdiction, then such
provision shall be served herefrom and such invalidity shall not affect any
other provision in this Agreement. The balance of which shall remain and have
its intended force and effect.
c. The headings and titles of this Agreement are for convenience
purposes only and are not intended to define, limit or construe the contents
here. This Agreement sets forth the entire understanding of the parties and
supersedes all prior agreements whether oral or written, pertaining to the
subject matter hereof.
d. No provision of this Agreement may be modified except by
written instrument to be signed and acknowledged by each of the parties hereto.
e. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, and all of which together shall constitute
one and the same Agreement.
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The parties hereto execute this Agreement on the date set forth above.
/s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
XXxxxxxx.xxx
By: /s/ Xxxx X. Xxxxxxx, CEO
--------------------------
Xxxx X. Xxxxxxx, CEO
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