TERMINATION AGREEMENT
This Termination Agreement dated as of
this 19th day of
January, 2009 is by and between China America Holdings, Inc., a Florida
corporation formerly known as Sense Holdings, Inc. (the "Corporation"), and Xxxx
Xxxxx Perler, an individual.
RECITALS
WHEREAS, the Corporation and
Xx. Xxxxxx are parties to that certain Employment Agreement effective as of May
1, 2007, a copy of which is attached hereto as Exhibit
A and incorporated herein by such reference (the "Employment Agreement"),
pursuant to which Xx. Xxxxxx has served as Chief Executive Officer of the
Corporation.
WHEREAS, the Corporation has
determined to exit all activities related to its biometrics division (the
"Biometrics Operations") which, prior to the acquisition of a controlling
interest in Shanghai AoHong Industry Co., Ltd., in June 2007 represented the
Corporation's primary business and operations.
WHEREAS, Xx. Xxxxxx is
desirous of a acquiring all right, title and interest in the Biometrics
Operations from the Corporation.
WHEREAS, the parties have
agreed that Xx. Xxxxxx will resign his position of Chief Executive Officer of
the Corporation and terminate the Employment Agreement.
NOW, THEREFORE, in
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Recitals. The
foregoing recitals are true and correct.
2 Resignation and Termination
of Employment Agreement.
a. Contemporaneously
with the execution of this Agreement Xx. Xxxxxx shall submit his resignation as
an officer and of the Corporation and agrees to take on the role of corporate
secretary through March 31, 2009.
b. The
parties hereto mutually agree to terminate the Employment Agreement effective as
of the date of this Agreement. In lieu of any and all salary after
October 31, 2008, severance payments, benefits or other payments, Change of
Control Termination Benefits as defined in the Agreement, the Corporation shall
pay Xx. Xxxxxx the sum of $75,000.00 (the “Severance Payment”) no later than 7
days after execution of this Agreement. In addition, the Corporation
shall sell the assets of the Biometrics Business to Pearl Group Advisors, Inc.,
a company owned by Xx. Xxxxxx, pursuant to the terms of the Asset Purchase
Agreement dated as of the Date of this Agreement.
c. Xx.
Xxxxxx shall not be entitled to any other amounts from the Corporation,
including, but not limited to, for any incentive compensation, vacation pay,
paid days off, fringe benefits or any other amounts pursuant to the Employment
Agreement or otherwise. In accordance with such voluntary termination
of the Employment Agreement by Xx. Xxxxxx, the Corporation shall not be
obligated to nor shall Xx. Xxxxxx be entitled to any severance or similar
benefits pursuant to any provision of the Employment Agreement.
3. Options. Notwithstanding
the termination of the Employment Agreement, Xx. Xxxxxx shall have the full term
set forth in the stock option agreements to exercise any options previously
granted to him by the Corporation and which have vested.
4. Lasting
Provisions. Xx. Xxxxxx acknowledges he remains subject to the
provisions of Sections 10, 11 and 12 of the Employment Agreement. The
Corporation acknowledges that Xx. Xxxxxx intends to operate the Biometrics
Operations and that such will not constitute a breach of the non-compete
provisions of Section 11 of the Employment Agreement.
5. Amendment or
Assignment. No modification, waiver, amendment, discharge or
change of this Agreement shall be valid unless the same is evidenced by a
written instrument, executed by the party against which such modification,
waiver, amendment, discharge, or change is sought.
6. Notices. All
notices, demands or other communications given hereunder shall be in writing and
shall be deemed to have been duly given on the day when delivered in person or
transmitted by confirmed facsimile transmission or on the third calendar day
after being mailed by United States registered or certified mail, return receipt
requested, postage prepaid:
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If
to the
Corporation: Xxxxx
X. Xxxxxxxxx, Esq.
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Xxxxxxxxx Xxxxxxxxxx &
Beilly LLP
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0000 Xxxxxxxxx Xxxxxxxxx,
X.X.
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Xxxxx 000
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Xxxx Xxxxx,
Xxxxxxx 00000
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Telephone No. (000)
000-0000
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Telecopy No. (000)
000-0000
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If
to Xx.
Xxxxxx:
0000 XX 00 Xxxxx
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Xxxxxx Xxxx,
Xxxxxxx 00000
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or to
such other address as either party hereto shall designate to the other for such
purpose in the manner herein set forth.
7. Entire Agreement.
This Agreement contains all of the understandings and agreements of the
parties with respect to the subject matter discussed herein. All
prior agreements whether written or oral are merged herein and shall be of no
force or effect.
8. Severability. The
invalidity, illegality or unenforceability of any provision or provisions of
this Agreement will not affect any other provision of this Agreement, which will
remain in full force and effect, nor will the invalidity, illegality or
unenforceability of a portion of any provision of this Agreement affect the
balance of such provision. In the event that any one or more of the
provisions contained in this Agreement or any portion thereof shall for any
reason be held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be reformed, construed and enforced as if such invalid, illegal
or unenforceable provision had never been contained herein.
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9. Construction and
Enforcement. This Agreement shall be construed in accordance
with the laws of the State of Florida, without and application of the principles
of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder. Any suit, action or proceeding with respect to this
Agreement shall be brought in the state or federal courts located in Broward
County in the State of Florida. The parties hereto hereby accept the
exclusive jurisdiction and venue of those courts for the purpose of any such
suit, action or proceeding. The parties hereto hereby irrevocably
waive, to the fullest extent permitted by law, any objection that any of them
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any judgment entered
by any court in respect thereof brought in Broward County, County Florida, and
hereby further irrevocably waive any claim that any suit, action or proceeding
brought in Broward County, Florida, has been brought in an inconvenient
forum.
10. Binding Nature, No Third
Party Beneficiary. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties, and their respective
successors and assigns, and is made solely and specifically for their
benefit. No other person shall have any rights, interest or claims
hereunder or be entitled to any benefits under or on account of this Agreement
as a third-party beneficiary or otherwise.
11. Counterparts. This
Agreement may be executed in any number of counterparts, including facsimile
signatures which shall be deemed as original signatures. All executed
counterparts shall constitute one Agreement, notwithstanding that all
signatories are not signatories to the original or the same
counterpart.
12. Role of
Counsel. Xx. Xxxxxx acknowledges his understanding that this
Agreement was prepared at the request of the Corporation by Xxxxxxxxx Xxxxxxxxxx
& Beilly, LLP, its counsel, and Xxxxxxx Xxxxxxxxx, Esq. and that such
attorneys did not represent Xx. Xxxxxx in conjunction with this Agreement or any
of the related transactions. Xx. Xxxxxx, as further evidenced by his
signature below, acknowledges that he has had the opportunity to obtain the
advice of independent counsel of his choosing prior to his execution of this
Agreement and that he has availed himself of this opportunity to the extent he
deemed necessary and advisable. By his signature below, Xx. Xxxxxx
represents and warrants that he fully understands the terms and provisions of
this Agreement.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
By: __/s/ Shaoyin
Wang__________________ __/s/ Xxxx Xxxxx
Perler____________
Shaoyin
Wang, Chief Executive
Officer Xxxx
Xxxxx Perler
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