1
Exhibit 10.77
International Post Limited
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
August 25, 1997
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Dear Andre:
This letter agreement ("Letter Agreement") sets forth the terms
mutually agreed to by yourself and the undersigned regarding your separation
from International Post Limited ("IPL") and Audio Plus Video International, Inc.
("Audio"). The undersigned agree that this Letter Agreement will modify and
become a part of your Employment Agreement, dated February 15, 1994 ("Employment
Agreement").
Your employment with Audio will cease effective August 22, 1997.
Audio will continue to pay your base salary through March 18, 1998, payable per
Audio's regular payroll schedule. You will continue through March 18, 1998 to
abide by all of the terms and conditions of your Employment Agreement as
modified herein, including but not limited to Article V thereof. Effective March
18, 1998, you will be released from any and all duties and obligations arising
under your Employment Agreement, except for Sections 5.01 and 5.02(e)
specifically, which will remain in effect through May 30, 1998. This release
will not cover any breach of the Employment Agreement which occurs prior to
March 18, 1998. In the event of any such breach, Audio will provide notice via
certified mail/return receipt requested to you at the above address and via
facsimile to ▇▇▇▇▇▇ ▇▇▇▇, Esq., your attorney, setting forth the specific
breach. You will have ten days from receipt of such notice to cure such breach.
As provided in Section 6.09 of the Employment Agreement, any and all issues will
be governed by New York law.
You may be entitled to a bonus for 1997. In accordance with its
regular business practices and your Employment Agreement, Audio will review its
audited financial results for the fiscal year ending July 31, 1997 to determine
any bonus. Audio will pay you for three weeks unused, accrued vacation time
within 10 business days of your signing this Letter Agreement.
Audio will reimburse you for any expenses incurred prior to August
22, 1997 which are promptly submitted to the Company and which are related to
the business activities of the Company. Effective August 22, 1997, you will not
be entitled to any Company benefits or
2
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -2 August 25, 1997
benefit programs. Audio will continue to pay for your health insurance coverage
through December 31, 1997, unless you become covered by another insurance plan
prior to that date. You hereby agree to inform Audio of such coverage within ten
days of its effective date.
Any stock options that you may have will be determined according to
the International Post Limited ("IPL") Long Term Incentive Plan. You will return
your Company car and cellular phone and all other Company owned property to ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇ on August 22, 1997.
By this Letter Agreement, you shall resign as an officer of IPL and
Audio effective August 22, 1997. The signature of the undersigned constitutes
acceptance thereof. Your signature below also constitutes acceptance of the
terms set forth above. You further agree that you are not owed any other
payments by Audio or its successor company. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has also signed
this Letter Agreement as President-designee of IPL upon the closing on August
26, 1997 of the merger between IPL and Video Services Corporation.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------- ----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, President ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President-designee
Accepted to and Agreed,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Adrien "Andre" ▇▇▇▇▇▇▇▇ Dated: 9/8/97
3
International Post Limited
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
September 17, 1997
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Re: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") Employment Agreement
("Employment Agreement") with International Post Limited, Inc. ("IPL");
Life Insurance Letter Agreement to modification to Employment Agreement
Dear Andre:
The undersigned entered into a Separation Letter Agreement ("Separation
Agreement") simultaneously with the execution of this Life Insurance Letter
Agreement (the "Insurance Agreement").
The purpose and intent of this Insurance Agreement is to clarify the next
to the last sentences of the last paragraph of the Separation Agreement
regarding any monies owed to Andre ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") by the
undersigned.
There is presently in effect a certain whole life insurance policy with
Massachusetts Mutual Life Insurance Company, ("Mass Mutual"), policy #7 742 440,
(the "Policy") with ▇▇▇▇▇▇▇▇ as the Insured. Audio Plus Video International,
Inc. and ▇▇▇▇▇▇▇▇ had previously entered into a Split Dollar Agreement on July
13, 1994, which among other things provided for the manner of the cash value
distribution upon the occurrence of certain events.
The undersigned hereby agree that Mass Mutual upon receipt from Audio Plus
Video International, Inc. of a duly executed Release of Assignment for the
Policy may issue a check payable to Audio Plus Video International, Inc. in the
amount of $22,181.61 representing the contribution of premium payments made by
it from July 31, 1994 through this date. Mass Mutual may rely on this Letter
Agreement to issue such check to Audio Plus Video. Pending such payment and
Release of Assignment, both parties agree that the Policy will remain in full
force and effect. Upon receipt of payment, Audio Plus Video will have no lien,
encumbrance, or claim upon the Policy and ▇▇▇▇▇▇▇▇ will make any decisions
regarding the Policy.
By placing my signature below indicates my acceptance on behalf of IPL to
the terms, conditions and provisions as forth herein this Letter Agreement.
4
Your signature below also indicates acceptance of this Letter Agreement.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
Confirmed and Agreed,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
Adrien "Andre" ▇▇▇▇▇▇▇▇, Dated: 9/17/97
