SEPARATION AGREEMENT
Exhibit
99.1
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of the
1st day of August, 2005 between XXXXX XXXXX, an individual resident of the Commonwealth
of Massachusetts (“Executive”), and VERSO TECHNOLOGIES, INC., a Minnesota corporation (the
“Company”).
W I T N E S S E T H:
WHEREAS, Executive has heretofore served as the Company’s President and Chief Operating
Officer, and Executive desires to resign his positions with the Company in order to pursue other
opportunities;
WHEREAS, it is a material inducement to the Company’s willingness to enter into this Agreement
that Executive execute and deliver to the Company the Affidavit attached hereto as Exhibit
A (the “Affidavit”); and
WHEREAS, the Company and Executive each desire to enter into this Agreement to set forth in
writing the terms and conditions of Executive’s resignation of all positions with, and separation
from, the Company, its subsidiaries and affiliates;
NOW, THEREFORE, in consideration of the premises and of the promises and agreements
hereinafter set forth, the parties hereto, intending to be legally bound, do hereby agree as
follows:
Section 1. Separation; Separation Date. The Company and Executive separate by mutual
agreement, and such separation shall be deemed to be a termination of Executive’s employment
without cause under and within the meaning of that certain letter agreement between the Company and
Executive dated as of November 3, 2004. In order to effect such separation, Executive hereby
resigns as the President and Chief Operating Officer of the Company and from all other positions
Executive holds with the Company, its subsidiaries and affiliates, including, without limitation,
Verso Technologies Canada Inc., effective as of August 1, 2005 (the “Effective Date”).
Section 2. Payments and Benefits. The parties agree that the following shall constitute
all of the financial obligations of the Company, its subsidiaries and affiliates due to Executive:
2.1 Continued Salary. From the Effective Date through the one-year anniversary of the
Effective Date (the “Continuation Period”), the Company shall pay Executive his base salary
at the rate of $300,000 per year in accordance with the Company’s standard payroll practices and
subject to: (a) all withholdings required pursuant to any applicable local, state or Federal law;
and (b) Section 9.4 below.
2.2 Continued Benefits. During the Continuation Period, the Company shall provide
Executive with the health insurance benefits provided to Executive immediately prior to the
Effective Date and, after the Continuation Period, Executive shall be eligible to elect health
insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”).
2.3 Corporate Apartment. The Company shall reimburse Executive for the expenses
incurred by Executive through the Effective Date in connection with Executive’s corporate apartment
in Atlanta, Georgia, which expenses are identified on Schedule 2.3 attached hereto.
Executive agrees to: (i) pay all expenses incurred by Executive in connection with such corporate
apartment except those identified on Schedule 2.3; and (ii) satisfy when due all loans and
indebtedness incurred by Executive the proceeds of which were used to purchase any item identified
on Schedule 2.3. Contemporaneous with the execution of this Agreement, Executive does
hereby assign, transfer and convey to the Company all of Executive’s right, title and interest in
and to each of the items identified on Schedule 2.3 with an asterisk.
2.4 Stock Options. Notwithstanding anything to the contrary contained in those
certain Non-Qualified Stock Option Agreements between the Company and the Executive dated as of
March 15, 2005 (each an “Option Agreement”), twenty-five percent (25%) of the Options (as that term
is defined in the Option Agreements) under each of the Option Agreements shall immediately vest as
of the date hereof and such vested options may be exercised at any time and from time to time until
the one (1) year anniversary of the date hereof. All Options under each of the Option Agreements
not vested in accordance with the foregoing sentence are terminated and may not be exercised.
Section 3. Confirmation of Employment; Non-Disparagement. The Company shall confirm the
dates of Executive’s employment with the Company with any future potential employer of Executive
upon inquiry thereby. The Company agrees not to take any action or say anything to any person,
including, without limitation, any future potential employer of Executive, that criticizes or
disparages Executive or xxxxx Executive’s reputation. All requests for confirmation of Executive’s
dates of employment with the Company should be directed to the Chief Financial Officer of the
Company at 000 Xxxxxxxx Xxxxxxx Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. Executive shall not direct
potential employers to contact anyone else with the Company.
Section 4. Restrictive Covenants. Executive acknowledges that the Company has separately
bargained and paid additional consideration for the restrictive covenants set forth in this Section
4, and the Company will make the payments and provide the benefits contemplated by Section 2 hereof
to Executive in consideration for such covenants, among other things. Executive further
acknowledges that the type and periods of restrictions imposed by the covenants in this Section 4
are fair and reasonable and that such restrictions will not prevent Executive from earning a
livelihood.
4.1 Non-Disclosure.
(a) As used in this Agreement, the term “Confidential Information” shall mean
valuable, non-public, competitively sensitive data and information relating to the Company’s
business or the business of any subsidiary or affiliate of the Company, other than Trade Secrets
(as hereinafter defined). Confidential Information shall include, among other things, information
specifically designated as a Trade Secret that is, notwithstanding the designation, determined by a
court of competent jurisdiction not to be a “trade secret” under
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applicable law. As used in this Agreement, the term “Trade Secrets” shall mean information
or data of or about the Company or any subsidiary or affiliate of the Company, including, without
limitation, technical or non-technical data, formulas, patterns, compilations, programs, devices,
methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists
of actual or potential customers or suppliers, that: (i) derives economic value, actual or
potential, from not being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject
of efforts that are reasonable under the circumstances to maintain its secrecy. To the extent that
the foregoing definition is inconsistent with a definition of “trade secret” under applicable law,
the foregoing definition shall be deemed amended to the extent necessary to render it consistent
with applicable law.
(b) Executive acknowledges and agrees that Executive has been exposed to Trade Secrets and
Confidential Information as a result of Executive’s employment by the Company. Executive further
acknowledges and agrees that any unauthorized disclosure or use of any of the Trade Secrets or
Confidential Information would be wrongful and would likely result in immediate and irreparable
injury to the Company. Executive shall not redistribute, market, publish, disclose or divulge to
any other person or entity, or use for any purpose or modify for use for any purpose, directly or
indirectly, in any way for Executive or any person or entity: (i) any Confidential Information
during the two-year period after the Effective Date; and (ii) any Trade Secrets at any time after
the Effective Date during which such information or data shall continue to constitute a “trade
secret” under applicable law.
4.2 Non-Disparagement. Executive agrees not to take any action or say anything to any
person that: (a) criticizes or disparages the Company, any of its subsidiaries or affiliates or
their respective management teams, boards of directors, or practices, services or products; (b)
disrupts or impairs the normal, ongoing business operations of the Company or any of its
subsidiaries or affiliates; or (c) xxxxx the Company’s reputation with its employees, customers,
suppliers, investors or the public.
4.3 Non-Competition. During the Continuation Period, Executive shall not serve as a
director or officer for, or a consultant providing executive-level consulting to, any person or
entity which operates or owns any business that offers or sells to communications service providers
products or services that are substantially similar to the products or services offered or sold by,
the Company, its subsidiaries or affiliates.
4.4 Non-Interference. During the Continuation Period, Executive shall not, directly of
indirectly:
(a) solicit, or participate in any solicitation of, any suppliers, employees, consultants or
representatives of the Company, its subsidiaries or affiliates to (i) breach any contract with the
Company, its subsidiaries or affiliates, (ii) terminate any relationship with the Company, its
subsidiaries or affiliates, or (iii) leave the Company, its subsidiaries or affiliates; or
(b) interfere with or impede the relationship of the Company, its subsidiaries or affiliates
with any Customer (as hereinafter defined) or induce or encourage any Customer to
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cease doing business with, or materially reduce the business done with, the Company, its
subsidiaries or affiliates, as the case may be.
As used herein, “Customer” shall mean any actual customers or actively-sought, prospective
customers of the Company, its subsidiaries or affiliates at any time during Executive’s employment
with the Company or during the Continuation Period.
4.5 Non-Interference with Corporate Control. During the Continuation Period and for
the one-year period thereafter, Executive shall not take any action with respect to or in
connection with, or otherwise engage in, directly or indirectly, any efforts to: (a) acquire or
change control of the Company in any manner, including, without limitation, through changes in the
Company’s security ownership, management or Board of Directors; (b) engage in any proxy contest or
contest for control of the Company, whether pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange
Act”), or otherwise; (c) nominate for election, appoint, elect or remove any member of the
Company’s Board of Directors; (d) acquire beneficially ownership of more than five percent (5%) of
the Company’s outstanding voting securities, with beneficial ownership determined in accordance
with Section 13(d) of the Exchange Act; or (e) otherwise assist or induce any person or entity to
do any of the foregoing.
Section 5. General Release By Executive.
(a) Executive hereby acquits, withdraws, retracts and forever discharges any and all claims,
manner of actions, causes of action (in law or in equity), suits, judgments, debts, liens,
contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or
disputes, known or unknown, fixed or contingent, directly or indirectly, personally or in a
representative capacity, at any time against the Company or any of its agents, attorneys, assigns,
heirs, executors, executives, administrators, committees, subsidiaries, affiliates, fiduciaries,
trustees, beneficiaries, participants, personal and/or legal representatives and any benefit plans
sponsored by the Company (the “Company Released Parties”) by reason of any act, omission,
matter, cause or thing whatsoever, from the beginning of time to and including the date of this
Agreement, whether based on a constitution, statute, regulation, agreement or the common law
(“Company General Release”); provided, however, nothing herein shall release the Company
Released Parties from the Company’s obligations under this Agreement. This Company General Release
includes, without limitation, all claims, manner of actions, causes of action (in law or in
equity), suits or requests for attorney’s fees and/or costs under the Executive Retirement Income
Security Act of 1974; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities
Act; the Age Discrimination in Employment Act of 1967 (the “ADEA”); the Older Worker’s
Benefits Protection Act (the “OWBPA”); the Rehabilitation Act of 1973; COBRA; the
Occupational Safety and Health Act; the National Labor Relations Act; 42 U.S.C. §§ 1981 through
1988; any Federal, state or local law regarding retaliation for protected activity or interference
with protected rights; and any state or local law, including, without limitation, the Georgia
Constitution; and all claims under Georgia public policy or common law including, without
limitation common law claims of outrageous conduct, intentional or negligent infliction of
emotional distress, negligent hiring, breach of contract, breach of the covenant of good faith and
fair dealing, promissory estoppel, negligence, wrongful termination of employment, interference
with employment relationship, civil rights, fraud and deceit and all other claims of
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any type or nature, including all claims for damages, wages, compensation, vacation, reinstatement,
medical expenses, punitive damages, and claims for attorneys’ fees. Executive and the Company
intend that this Company General Release shall discharge all claims against the Company and all
other Company Released Parties to the full and maximum extent permitted by law, but not in excess
of that permitted by law.
(b) Except as necessary to enforce the terms of this Agreement, or as otherwise permitted by
law, Executive covenants and agrees not to xxx the Company or any other Company Released Party
concerning any of the matters covered by this Agreement.
(c) Executive warrants and represents that Executive has filed no administrative action
against the Company or any other Company Released Party with any local, state or Federal agency.
Executive further warrants and represents that Executive is not a plaintiff or claimant in any
lawsuit or any other action filed in any jurisdiction against the Company or any other Company
Released Party.
(d) Executive acknowledges and agrees that, in regard to Executive’s release and waiver of
claims under the ADEA and the OWBPA, as set forth in Section 5(a), Executive was informed that
Executive does not waive age rights or claims that may arise after the date this Agreement is
executed and that Executive has twenty-one (21) days after receiving this Agreement within which to
consider this Agreement. If Executive executes this Agreement before the end of such twenty-one
(21)-day period, then Executive acknowledges that Executive’s decision to do so was knowing,
voluntary and not induced by fraud, misrepresentation or a threat to withdraw, alter or provide
different terms prior to the expiration of such twenty-one (21)-day period. Executive further
acknowledges that this Agreement is effective and enforceable against Executive upon Execution’s
execution hereof, subject to Executive’s revocation of Executive’s release of any claim under the
ADEA in accordance with Section 5(e) hereof. Executive further understands and acknowledges that
if Executive revokes such release, this Agreement shall become null, void and of no effective, and
Executive will lose all benefits under this Agreement, including, without limitation, the payments
and benefits contemplated by Section 2 hereof.
(e) Executive understands that Executive has seven (7) days following Executive’s execution of
this Agreement to revoke Executive’s release of any claim under the ADEA in this Agreement.
Executive further understands that, if Executive elects to revoke Executive’s release of any claim
under the ADEA in this Agreement, Executive must provide notice to the Company as set forth in
Section 9.9 hereof within the applicable period for revocation.
(f) Notwithstanding any provision of this Agreement (including the attachments and appendices
hereto) which may be to the contrary, the Company agrees that it will defend and indemnify
Executive against any legal action, proceeding, claim or charge, action and/or proceeding commenced
by a third party (collectively referred to as a “Claim”) against Executive, individually and/or
with others, to the same and fullest extent that he would have been entitled to be defended and/or
indemnified against same under any law, rule, regulation, statute, or under any Company by-law,
policy, practice, rules, regulations or applicable insurance policy(s) in effect and/or applicable
to the period during which Executive was employed by the Company
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and/or the date on which each such Claim is made or asserted. Provided further, and
notwithstanding any other provision in this Agreement or the Company General Release given by
Executive hereunder to the contrary, nothing in this Agreement is intended to waive or release any
rights and benefit entitlements which Executive may otherwise have arising out of his
participation, if any, in any employee benefit, pension, retirement, deferred compensation, Savings
and Investment or 401(k) plan(s), stock, option, equity plan(s), maintained by the Company during
the term of Executive’s employment. The provisions of this Section 5(f) shall survive execution of
this Agreement. The indemnification provisions of this Section 5(f) are not intended to enlarge
Executive’s rights with respect to indemnification beyond those provided under any law, rule,
regulation, statute, or under any Company by-law, policy, practice, rules, regulations or
applicable insurance policy(s) in effect and/or applicable to the period during which Executive was
employed by the Company and/or the date on which each such Claim is made or asserted.
Section 6. General Release By the Company. The Company, for itself and on behalf of its
directors, officers, subsidiaries, affiliates, successors and assigns, hereby acquits, withdraws,
retracts and forever discharges any and all claims, manner of actions, causes of action (in law or
in equity), suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands,
damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, directly or
indirectly, personally or in a representative capacity, at any time against Executive or, to the
extent applicable, any and all of Executive’s heirs, personal representatives, administrators,
affiliates, predecessors, successors and assigns, as the case may be (“Executive Released
Parties”), by reason of any act, omission, matter, cause or thing whatsoever, from the
beginning of time to and including the date of this Agreement whether based on a constitution,
statute, regulation, agreement or the common law; provided, however, nothing herein shall release
the Executive Released Parties from (a) Executive’s obligations under this Agreement, and (b) the
Company’s rights arising under or with respect to the Affidavit. Executive and the Company intend
that this release shall discharge all claims against Executive and all other Executive Released
Parties to the full and maximum extent permitted by law, but not in excess of that permitted by
law.
Section 7. Additional Agreements.
7.1 Cooperation. Consistent with Executive’s duties and obligations to any employer
or business entity with which he is then employed, associated, affiliated or involved, Executive
agrees to make himself available to the Company, at reasonable times and places, and subject to
non-interference with Executive’s then employment or business activities, to provide information to
it concerning his direct knowledge of any aspect of any litigation, arbitration, investigation,
governmental proceeding or other proceeding involving the Company in respect of work performed or
services rendered by Executive while he was employed by the Company. In addition, the Company
agrees to reimburse Executive for all out-of-pocket expenses incurred by him, including reasonable
travel expenses.
7.2 Return of Company Property. Executive agrees that Executive will not retain or
destroy, and will return to the Company simultaneously with the execution of this Agreement, any
and all property of the Company, its subsidiaries or affiliates which is in Executive’s
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possession or subject to Executive’s control, including, without limitation, keys, credit and
identification cards, computers, files, personal items and equipment provided to Executive for
Executive’s use, together with all written or recorded materials, documents, computer discs, plans,
records, notes or other papers relating to the affairs of the Company, its subsidiaries or
affiliates, but excluding any such documents relating to Executive’s compensation and benefits.
Section 8. Additional Acknowledgements, Representations and Warranties.
8.1 Executive hereby represents and warrants to the Company and acknowledges that:
(a) This Agreement is the result of a compromise and shall never at any time or for any
purpose be construed as an admission by the Company of any liability, and that the Company
specifically disclaims any liability to Executive or to any other person or entity.
(b) Executive has had full and adequate opportunity to discuss and consider Executive’s
claims. This Agreement is written in a manner that Executive understands. Executive has been
advised to consult with Executive’s attorney prior to deciding whether to enter into this
Agreement.
(c) The promises, releases and covenants made in this Agreement by Executive are granted in
exchange for the consideration set forth in Section 2 hereof, which is in addition to anything of
value to which Executive is entitled.
(d) In executing this Agreement, Executive has not relied upon any written or oral
representations or statements not expressly made a part hereof made by any person with regard to
the subject matter, basis, or effect of this Agreement.
(e) This Agreement is executed by Executive knowingly and voluntarily, and that Executive has
not been coerced in any way to execute this Agreement, and that no promise or inducement has been
offered or made except as set forth in Section 2 hereof.
(f) Executive has not heretofore assigned or transferred, or purported to assign or transfer,
to any person or entity, any claim or any portion thereof or interest therein, and Executive agrees
to indemnify, defend, and hold the Company and all other Company Released Parties harmless from any
and all claims based on or arising out of any such assignment or transfer, or purported assignment
or transfer, of any claims, or any portion thereof or interest therein, including, without
limitation, all attorney’s fees and expenses incurred by the Company or any other Company Released
Party in the defense thereof.
8.2 The Company hereby represents and warrants to Executive that the execution, delivery, and
performance of this Agreement by the Company have been authorized by all necessary actions on the
part of the Company.
Section 9. Miscellaneous.
9.1 Binding Effect; Assignment. This Agreement shall inure to the benefit of and
shall be binding upon the Executive, Executive’s executor, administrator, heirs, personal
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representatives and assigns, and upon the Company and its successors and assigns. This Agreement
shall not be assignable by Executive, and shall be assignable by the Company to any corporation or
other entity resulting from any reorganization, merger or consolidation of the Company with any
other corporation or entity or to any corporation or entity to, or with which, the Company’s
business or substantially all of its assets may be sold, exchanged or transferred.
9.2 Governing Law; Arbitration. This Agreement shall be deemed to be made in, and in
all respects shall be interpreted, construed and governed by and in accordance with, the laws of
the State of Georgia, without giving effect to principles of conflicts of laws. Any controversy or
claim arising out of or related to this Agreement, including any dispute regarding the validity or
scope of this Agreement, shall be settled and decided by one arbitrator pursuant to arbitration
conducted in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (“Rules”), as then in effect, unless the parties hereto agree otherwise in writing.
Any such arbitration shall be held and conducted in Atlanta, Georgia within 90 days of the
appointment of the arbitrator, in accordance with the provisions set forth in said Rules. The
award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction thereof. The demand for arbitration shall be
made within a reasonable time after the claim, dispute or other matter in question has arisen. In
no event shall the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question would be barred by
the applicable statute of limitations.
Initials of Parties:
/s/ LJ
/s/ JR
9.3 Invalid Provisions. With the exception of the provisions set forth in Sections 4
and 5, the parties hereto agree that: (a) the agreements, provisions and covenants contained in
this Agreement are several and divisible, that none of such agreements, provisions or covenants
depends upon any other provision, agreement or covenant for its enforceability, and that each such
agreement, provision, and covenant constitutes an enforceable obligation between the Company and
Executive; and (b) neither the invalidity nor the unenforceability of any agreement, provision or
covenant of this Agreement shall affect the other agreements, provisions or covenants hereof, and
this Agreement shall remain in full force and effect and be construed in all respects as if such
invalid or unenforceable agreement, provision or covenant were omitted. The parties hereto further
agree that, if any of the provisions of Sections 4 or 5 hereof are illegal, invalid or
unenforceable, then the Company may, at its option, declare this entire Agreement null and void.
9.4 Effect of Breach of Section 4. Without intending to limit the remedies available
to the Company for a breach by Executive of the provisions of Section 4 hereof, in the event that
Executive breaches any of the provisions of Section 4 hereof, then the Company shall give written
notice thereof to Executive in accordance with Section 9.9 hereof, and if such breach is capable of
being cured and Executive fails to cure such breach within five (5) days after his receipt of such
notice, then: (a) the Company shall be relieved of its obligation to make any payments to
Executive pursuant to Section 2.1 hereof; and (b) the Options (to the extent vested and not
exercised) shall immediately terminate; provided, however, that, notwithstanding the
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foregoing to the contrary, if an arbitration is commenced to arbitrate the alleged breach by
Executive of any of the provisions of Section 4 hereof, the Company shall make the payments that it
would otherwise be relieved from making pursuant to the foregoing clause (a) to a third party
escrow agent mutually acceptable to the parties to hold and disburse at the direction of the
arbitrator upon the conclusion of such arbitration proceeding.
9.5 Entire Agreement. This Agreement embodies the entire agreement of the parties
hereto with respect to the subject matter hereof, except that Executive’s obligations under the
Verso Technologies Security and Confidential Information Agreement dated November 4, 2004 by and
between Executive and the Company (the “Information Agreement”) shall continue to be
governed by such agreement in the event any such provisions conflict with any term herein. The
terms of the Information Agreement shall be incorporated as part of this Agreement; provided,
however, that if the terms of the Information Agreement conflict with the terms hereof, the terms
of this Agreement will control. All statements relating to the subject matter hereof and writings
which pre-date the execution hereof are superseded hereby.
9.6 Equitable Relief. It is expressly agreed among the parties hereto that monetary
damages would be inadequate to compensate a party hereto for any breach by any other party of its
covenants and agreements in this Agreement. Accordingly, the parties agree and acknowledge that
any such violation or threatened violation will cause irreparable injury to the other and that, in
addition to any other remedies which may be available, such party shall be entitled to injunctive
relief against the threatened breach of this Agreement or the continuation of any such breach
without the necessity of proving actual damages and without posting any bond or other security, and
may seek to specifically enforce the terms of this Agreement.
9.7 Headings. The section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning of interpretation of this Agreement.
9.8 Legal Fees. Each party hereto shall be responsible for its own, and not the other
party’s, legal fees incurred in connection herewith.
9.9 Notices. All communications provided for hereunder shall be in writing and shall
be deemed to be given when delivered in person or deposited in the United States mail, first class,
registered mail, return receipt requested, with proper postage prepaid, and
If to Executive, addressed to:
Xxxxx Xxxxx
00 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Xxxxx Xxxxx
00 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
If to the Company, addressed to:
Verso Technologies, Inc.
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Chief Executive Officer
Verso Technologies, Inc.
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Chief Executive Officer
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or at such other place or places or to such other person or persons as shall be designated in
writing by the parties hereto in the manner provided above for notices.
9.10 Facsimile Signature; Counterparts. This Agreement may be executed by facsimile
signature and in one or more counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
9.11 Waiver. The waiver by either party hereto of a breach of any provision,
agreement or covenant of this Agreement by the other party hereto shall not operate or be construed
as a waiver of any prior or subsequent breach of the same or any other provision, agreement or
covenant by such other party hereto.
9.12 Amendment. This Agreement may be modified only by written instrument signed by
each of the parties hereto.
[Signatures on following page]
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IN WITNESS WHEREOF, Executive has executed and delivered this Agreement, and the Company has
caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized,
all as of the day and year written below.
| /s/ Xxxxx
Xxxxx XXXXX XXXXX |
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| Date: | 8/16/2005 |
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| VERSO TECHNOLOGIES, INC. |
||||
| By: | /s/ Xxxxxx X.
Xxxxxxx |
|||
| Its:
CFO |
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| Date: | 8/16/2005 |
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