Exhibit 99.1
TERMINATION AGREEMENT
B E T W E E N
Xxxxxxxx Mercantile and Management Inc.
("SMMI")
- and -
Wireless Age Communications, Inc.
("Wireless Age")
WHEREAS Xxxxxxxx Capital Limited and Wireless Age Communications,
Inc. are parties to a Management Services Agreement dated May 1, 2003 (the
"Management Services Agreement");
AND WHEREAS Xxxxxxxx Capital Limited assigned by mutual verbal
consent the Management Services Agreement to SMMI effective January 1, 2004;
AND WHEREAS SMMI and Wireless Age agree to terminate the Management
Services Agreement effective October 1, 2005;
AND WHEREAS Xxxx X. Xxxxxxxx resigned as Chief Executive Officer of
Wireless Age on September 12, 2005 and Xxxxxxx X. Xxxxxx was appointed Chief
Executive Officer of Wireless Age on September 12, 2005;
AND WHEREAS Xxxx X. Xxxxxxxx was remunerated prior to termination
through the Management Services Agreement and no longer provides such services
to Wireless Age;
AND WHEREAS the parties wish to set out in this Agreement the terms,
conditions and covenants of the parties in consideration of the termination of
the Management Services Agreement;
NOW THEREFORE the parties hereto agree as follows:
1. SMMI and Wireless Age agree to terminate their Management Services Agreement
effective October 1, 2005.
2. In consideration of the termination of the Management Services Agreement, the
parties agree to the following financial arrangements:
(i) SMMI will receive a Break Fee represented by a payment in the amount
of C$118,000.00, being less than three months services of the remaining
seven months
2
under the Management Services Agreement, paid in two (2) equal payments of
C$59,000.00 on October 3, 2005 and October 14, 2005;
(ii) Xxxx X. Xxxxxxxx ("Xxxxxxxx"), Wireless Age's Chief Financial Officer
who has been remunerated prior to termination through the Management
Services Agreement will be offered employment on customary terms for such
position directly by Wireless Age. Negotiation of such employment to be
completed by Xxxxxxxx and Wireless Age on a good faith basis within two
weeks of the date of this Agreement;
(iii) Xxxxxx X. Xxxxxx ("Xxxxxx"), Wireless Age's Corporate Secretary who
has been remunerated prior to termination through the Management Services
Agreement will be offered a Consulting Agreement on customary terms for
such position directly by Wireless Age. Negotiation of such arrangement to
be completed by Xxxxxx and Wireless Age on a good faith basis within two
weeks of the date of this Agreement;
(iv) Negotiate such other arrangements as the parties hereto feel
necessary.
3. The parties hereto agree to execute the Mutual Release which is attached
hereto as Schedule "A".
4. The parties agree that in the event that any term or condition herein or part
thereof shall be deemed void, invalid or enforceable by Court of competent
jurisdiction, the remaining terms and conditions or parts thereof shall remain
in full force and effect.
5. This Agreement constitutes the entire agreement between the parties and
supersedes all prior representations or agreements related to this Agreement.
This Agreement shall be governed by the laws of the Province of Ontario.
6. SMMI acknowledges that it understands the terms and conditions contained in
this Agreement and enters into this Agreement voluntarily.
Dated this 30th day of September, 2005.
XXXXXXXX MERCANTILE AND
MANAGEMENT INC.
Per: /s/ Xxxx X. Xxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxx
Title: CEO
WIRELESS AGE
COMMUNICATIONS, INC.
Per: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President & CEO
SCHEDULE "A"
MUTUAL RELEASE
IN CONSIDERATION of the terms of settlement outlined in the attached
Termination Agreement (the "Agreement") and other good and valuable
consideration, the receipt and sufficiency whereof are acknowledged, the
undersigned, Xxxxxxxx Mercantile and Management Inc., ("SMMI"), discharges
Wireless Age Communications, Inc. ("WACI"), including their parents, affiliates,
successors and predecessors and all affiliated entities and the officers,
directors, employees and agents thereof, of and from all actions, causes of
actions, claims, demands and liabilities of every nature or kind whether arising
at common law or in equity, by contract, by tort or under any statute or
otherwise in any way related to or connected with the termination of said
Management Services Agreement between SMMI and WACI.
AND IN FURTHER CONSIDERATION of the Agreement and other good and valuable
consideration WACI hereby releases SMMI from all actions, causes of actions,
claims, demands and liabilities of every nature or kind whether arising at
common law or in equity, by contract, by tort or under any statute or otherwise
in any way related to or connected with the termination of said Management
Services Agreement between SMMI and WACI.
THE PARTIES HEREBY INDEMNIFY AND SAVE HARMLESS EACH OTHER from any and all
claims or demands arising out of or in any way connected with this Agreement.
THE PARTIES HEREBY DECLARE that they fully understand the nature and terms
of this Mutual Release and that the acceptance of the consideration set out in
the Agreement is for the purpose of making full and final compromise, adjustment
and settlement of all claims as aforesaid, and specifically including any claim
by SMMI to further financial compensation.
THE PARTIES HEREBY CONFIRM that they have been afforded an opportunity to
obtain independent legal advice to review the contents of the Agreement and this
Mutual Release and confirm that they are executing them voluntarily and without
duress.
THE PARTIES HEREBY DECLARE that they fully understand and agree that
should they hereafter make any claim or demand or commence or threaten to
commence any action or complaint against the other party(ies), individually or
jointly, for or by reason of any cause, matter or thing, this document may be
raised as an estoppel to any claim, demand, action or complaint commenced in
regard to the aforesaid.
THE PARTIES AGREE that this Mutual Release shall enure to their benefit
and shall be binding upon their heirs, executors, administrators, successors and
assigns.
- 2 -
Dated this 30th day of September, 2005.
XXXXXXXX MERCANTILE AND
MANAGEMENT INC.
Per: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: CEO
WIRELESS AGE
COMMUNICATIONS, INC.
Per: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President & CEO
