EXHIBIT 10.24
December 8, 1999
Xx. Xxxxxxx X. Xxxxxx
00 Xxxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
Re: Severance
Dear Xxxxxxx:
This letter will confirm our agreement (the "Agreement") as follows:
1. In the event that there is a change in control of the PartMiner, Inc.
(the "Company") and your employment with the Company is terminated by the
Company within one (1) year following a change in control for reasons other than
cause or your death or disability, the Company shall make salary continuation
payments to you equal to six (6) months of your salary at the annual rate of
$200,000, and the Company shall reimburse you for business expenses that had
been accrued but had not been paid prior to the date of termination. The Company
shall have no further obligation to make any payments to you or provide any
benefits to you after the date of such termination.
2. For purposes of this Agreement:
(a) a "change in control" shall mean a change in the management of the
Company so that Xxxxxx Xxxxxxxxx is no longer the President and Chief Executive
Officer of the Company, a merger or consolidation in which the Company is not
the surviving entity, or a sale of fifty percent (50%) or more of the assets or
capital stock of the Company; and
(b) "cause" shall mean knowingly or recklessly causing material injury
to the Company; willful misconduct in the performance of, or a willful failure
to perform, your duties; commission of dishonest or fraudulent conduct whether
or not in connection with your employment, or unlawful behavior involving moral
turpitude whether or not in connection with your employment.
3. This Agreement is not an employment agreement. Nothing in this
Agreement shall be interpreted or construed to confer upon you any right with
respect to employment with the Company now or in the future, nor shall this
Agreement interfere in any way with the right of the Company to terminate your
employment at any time.
Xxxxxxx X. Xxxxxx 2 December 7, 1999
4. This Agreement is a personal contract, and except as specifically
set forth herein, your rights, obligations and interests herein may not be sold,
transferred or assigned. The Company may freely assign this Agreement and any of
its rights, obligations and interests hereunder. This Agreement shall be binding
upon and inure to the benefit of each party's legal beneficiaries, successors
and permitted assigns.
5. This Agreement contains the entire agreement between the parties with
respect to your employment by the Company, and the validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of New York. This Agreement may not be changed orally, but only by
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought. Section and paragraph headings are
for convenience of reference only and shall not be considered a part of this
Agreement.
6. Any notices or other communications required or permitted hereunder
shall be in writing and shall be deemed given (a) on the same day if given by
hand, (b) on the third business day after mailing if given by registered or
certified mail, return receipt requested, postage prepaid, (c) on the next
business day after it was deposited with a courier service if sent by reputable
overnight courier, or (d) when sent if given by facsimile with confirmation,
addressed to you at the address first set forth above or to the Company at its
offices at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General
Counsel (fax no. 000-000-0000), with a copy to: Xxxxx & Xxxxxx LLP, One Chase
Xxxxxxxxx Xxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. Xxxxx,
Esq. (fax no.: 000-000-0000) or such other address as shall have been specified
in writing by either party to the other.
7. The Company shall have the right to make all appropriate withholdings
from any payments made to you pursuant to paragraph 1 above under federal, state
and local tax laws.
If the foregoing accurately reflects the agreement between us, please
confirm your acceptance and agreement by signing the attached copy of this
Agreement and returning the same to me.
Very truly yours,
PARTMINER, INC.
/s/ Xxxxxx Xxxxxxxxx
By:______________________
Xxxxxx Xxxxxxxxx
President and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Xxxxxxx X. Xxxxxx
________________________
Xxxxxxx X. Xxxxxx
