TERMINATION AGREEMENT
TERMINATION AGREEMENT dated as of March 17, 1998 between XXXX XXX
(hereinafter "Lew"), residing at 0000 Xxxxx Xxxxxx Xxxxx, Xxx. 000, Xxxx, Xxxxxx
00000, and COMPU-XXXX, INC., a Delaware corporation (hereinafter the "Company"),
having its principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxx.
BACKGROUND
X. Xxx is employed by the Company as its President and Chief Operating
Officer in accordance with a Restated and Amended Employment Agreement dated as
of October 28, 1996 (hereinafter called the "Employment Agreement"). Xx. Xxx is
also the Treasurer and a Director of the Company.
X. Xxx wishes to retire and has made Reno, Nevada his primary residence.
Therefore, Lew and the Company desire to terminate the Employment Agreement on
the basis herein provided.
NOW, THEREFORE, the parties hereto agree as follows:
1. Effective on the closing date (the "Termination Date") of that certain
Stock Purchase Agreement dated March 17, 1998 between Xxxx Xxxxxxxxxx and/or his
designee, as Purchaser, and Xxxx Xxx, as Seller, the Company shall pay to Lew
the sum of $216,000.00 (the "Termination Payment"). The Employment Agreement
shall be in all respects terminated effective on the Termination Date. Except as
specifically set forth to the contrary herein, Lew's right to participate in any
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present or future bonus, pension, profit-sharing or insurance program or any
other fringe benefit program of the Company shall be in all respects terminated
as of the Termination Date, except that the protective covenants set forth in
Section 1.8 of the Employment Agreement shall remain in full force and effect in
accordance with the terms thereof. Notwithstanding the foregoing, Lew's salary
and reimbursement of expenses provided for by the Employment Agreement shall be
paid to Lew by the Company until the Termination Date.
2. On the Termination Date, Lew hereby resigns as a Director of the Board
of Directors of the Company and resigns from his positions as President,
Treasurer and Chief Operating Officer of the Company.
3. The Termination Payment shall be reported by the Company to the Internal
Revenue Service on Form W-2 for 1998.
4. Lew presently has an option to acquire 8,561 shares of common stock of
the Company at an option exercise price of $5.50 per share. On the Termination
Date, if directed to do so by Xxxx Xxxxxxxxxx, Xx. Xxx will execute an Option
Exercise Form and make full payment for such option shares by the surrender of
the appropriate number of shares of Company common stock owned by Xx. Xxx (the
"Surrendered Shares"), based upon the current market value per share for the
Company's common stock on the date thereof. The Company hereby acknowledges and
consents to the exercise of the aforementioned option by Xx. Xxx. Xx. Xxx shall
not be granted a reload option for the Surrendered Shares.
5. The parties hereto recognize and agree that, except as expressly
provided in, or contemplated by, this Termination Agreement, and except for any
rights of indemnification to which Lew, as a former employee, officer, and
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director of the Company may be entitled by law, or by corporate resolutions or
under the by-laws or articles of incorporation of the Company, there are no
outstanding unfulfilled contracts, commitments, or other obligations of
whatsoever nature as between Lew and the Company or any outstanding indebtedness
owed by either party to the other; and the parties hereto hereby further agree
that any and all disputes, claims, open accounts and other unresolved matters
with respect to any of the foregoing which may exist on the date hereof, shall
be, and hereby are, in all respects resolved, satisfied and settled as between
the parties, without any other or further liability of either party to the
other. The parties shall deliver to each other on the Termination Date a
certificate reaffirming the agreement set forth in this paragraph 5 as of the
Termination Date.
6. The obligations of Lew and the Company hereunder, are contingent upon
the simultaneous closing of the transactions provided for in a Stock Purchase
Agreement between Lew and Xxxx Xxxxxxxxxx, Chairman of the Board of Directors
and Chief Executive Officer of the Company, or his assignee or designee,
pursuant to which Xxxx Xxxxxxxxxx or his assignee or designee shall acquire on
the Termination Date certain shares of Company common stock from Lew, as fully
enumerated therein.
7. This Termination Agreement has been approved by the Board of Directors
of the Company and shall be binding and effective upon the Company and its
successors and assigns, and upon Lew, his heirs and representatives.
8. If any provision contained in this Termination Agreement is determined
to be void, illegal or unenforceable, in whole or in part, then the other
provisions contained herein shall remain in full force and effect as if the
provision which was determined to be void, illegal, or unenforceable had not
been contained herein.
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9. The parties agree that this Termination Agreement is made and entered
into in Nassau County, New York and shall be governed by and construed in
accordance with the laws of the State of New York, and that any litigation,
special proceeding or other proceeding as between the parties that may be
brought, or arise out of, in connection with or by reason of this Termination
Agreement, shall be brought in the applicable state court in and for Nassau
County, New York, which Courts shall be the exclusive courts of jurisdiction and
venue.
10. This instrument contains the entire agreement of the parties concerning
termination of Lew's employment with the Company and supersedes all prior and
contemporaneous representations, understandings and agreements, either oral or
in writing, between the parties hereto with respect to the termination of Lew's
employment by the Company and all such prior or contemporaneous representations,
understandings and agreements, both oral and written, are hereby terminated. The
terms of this Termination Agreement may not be modified, altered or amended
except by written agreement of Lew and the Company, subject to the prior
approval of the Board of Directors of the Company.
11. The Company has been represented by the firm of Certilman Balin Xxxxx &
Xxxxx, LLP. Xxx has been represented by the firm of Bart and Xxxxxxxx. Each has
made its own determination with respect to counsel without coercion from the
other. Each has thoroughly reviewed the provisions of this Termination Agreement
and all matters concerning such provisions with the benefit of independent
counsel.
12. Any controversy or claim arising out of or relating to this Termination
Agreement shall be settled by binding arbitration in Nassau County, New York
under the rules of the American Arbitration Association. Judgment upon the award
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may be entered in any court having jurisdiction and the arbitrator(s) are
specifically authorized to award the prevailing party in such arbitration all
reasonable attorneys fees, expenses and costs of arbitration.
13. Any notice, request, instruction, consent or other communication to be
given to either party hereunder shall be in writing and shall be deemed to have
been delivered on the date personally delivered or on the date deposited in a
receptacle maintained by the United States Postal Service for such purposes,
postage prepaid, by certified mail, return receipt requested, addressed to the
respective parties as follow:
If to the Company: Compu-Xxxx, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, Chairman
With a copy to: Certilman Balin Xxxxx & Xxxxx, LLP
The Financial Center at Xxxxxxx Field
00 Xxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
If to Lew: Xx. Xxxx Xxx
0000 Xxxxx Xxxxxx Xxxxx, Xxx 000
Xxxx, Xxxxxx 00000
With a copy to: Bart and Xxxxxxxx
Xxx Xxxxxxxxxx Xxxxxxxxxx
Xxxxx 0X00
Xxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
14. This Termination Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Termination Agreement as
of the day and year first above written.
COMPU-XXXX, INC.
Attest:
By: /s/ Xxxx Xxxxxxxxxx
/s/ Xxxxx Xxxxx XXXX XXXXXXXXXX, Chairman of
Assistant Secretary the Board and Chief Executive Officer
/s/ Xxxx Xxx
XXXX XXX
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