EXHIBIT 10.18
TERMINATION AGREEMENT
THIS AGREEMENT, ("TERMINATION AGREEMENT") effective December 31, 1997 is by and
among Nicollet Process Engineering, Inc., a Minnesota corporation located at 000
Xxxxx 0xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 ("NPE")
and Xxxxxxx Xxxxxx residing at 000 Xxxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxxx 00000
("XXXXXX"), and amends and is made part of the Employment Agreement that was
effective as of August 31, 1996 ("EMPLOYMENT AGREEMENT").
Whereas NPE values XXXXXX'x contributions, it is NPE's wish to reduce expenses
by, among other things, terminating the employment of XXXXXX in accordance with
the terms of paragraph 3.2.d of that EMPLOYMENT AGREEMENT, and
Whereas it is also NPE's desire to modify the termination payment terms so as to
reduce the immediate out-of-pocket cashflow; and wishes to ensure that XXXXXX
bears no continuing responsibilities or duties as an employee of NPE,
Therefore, it is agreed:
That the EMPLOYMENT AGREEMENT Termination Date as defined in paragraph 3.2 of
that agreement shall be January 1, 1998;
That the "Compensation Upon Termination" as defined in paragraph 3.3 of that
EMPLOYMENT AGREEMENT shall consist of the amount of $50,000 paid over 13
consecutive payments of $3,846.15 each, beginning Friday January 16, 1998 and
continuing every two weeks thereafter until paid in full;
That XXXXXX will be paid a lump sum amount on or before December 31, 1997 for
any unpaid salary and unused employee benefits for the period ending January 1,
1998, combined with the Employment Agreement bonus (paragraph 2.2.a) of
one-third of one percent of the amount of sales for the fiscal year ending
August 30, 1997 that exceeded $2 million;
That in a separate consulting agreement ("CONSULTING AGREEMENT"), Object
Technology Group, Inc. agrees to provide XXXXXX'x services to NPE from time to
time as is mutually agreeable, at rates and terms defined in that agreement, for
the period ending August 30, 1998;
That XXXXXX is expected to take on full-time work with another entity
immediately, at a salary commensurate with or greater than that at NPE. Nothing
in this or any agreement shall be construed to mean that the amount payable to
XXXXXX shall be reduced as a result.
SUCCESSORS AND ASSIGNS
This Agreement is binding on and inures to the benefit of the Company's and
XXXXXX'x successors and assigns, provided however, that the Company may assign
the Agreement only in connection with a merger, consolidation, assignment, sale
or other disposition of substantially all of its assets or business.
GOVERNING LAW
The laws of Minnesota will govern the validity, construction, and performance of
this Agreement. Any legal proceeding related to this Agreement will be brought
to an appropriate Minnesota court, and NPE and XXXXXX hereby consent to the
exclusive jurisdiction of that court for this purpose.
CONSTRUCTION
Wherever possible, each provision of Agreement will be interpreted so that it is
valid under the applicable law. If any provision of this Agreement is to any
extent declared invalid by a court of competent jurisdiction under the
applicable law, that provision will remain effective to the extent not declared
invalid. The remainder of this Agreement also will continue to be valid, and
the entire Agreement will continue to be valid on other jurisdictions.
ENTIRE AGREEMENT
This Agreement supercedes all previous and contemporaneous oral negotiations,
commitments, writings and understandings between the parties concerning the
matters in this Agreement, and is made part of the EMPLOYMENT AGREEMENT referred
to above.
NOTICES
All notices and other communications required or permitted under this Agreement
shall be in writing and sent by registered first-class mail, postage prepaid,
and shall be effective five days after mailing to the addresses stated at the
beginning of this Agreement. These addresses may be changed at any time by like
notice.
The parties hereto have executed this Agreement effective the day and year first
above written.
NICOLLET PROCESS ENGINEERING, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its: President and Chief Executive Officer
EMPLOYEE
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
