AGREEMENT TO TERMINATE
WRITTEN EMPLOYMENT AGREEMENT
WHEREAS, Xxxxxxx Communications Corporation ("MCC") and Xxxxxxx Xxxxxxx
("Xxxxxxx") are parties to a written employment agreement (the "Employment
Agreement") dated January 1, 1999; and
WHEREAS, Xxxxxxx'x employment with MCC ended effective January 1, 2000; and
WHEREAS, MCC continued to pay Xxxxxxx'x salary through June 30, 2000,
(hereafter the "Severance Payments") in partial consideration for the promises
and agreements described below; and
WHEREAS, MCC and Xxxxxxx mutually desire to terminate the Employment
Agreement and release all claims and obligations thereunder, pursuant to the
terms and promises set forth below;
MCC AND XXXXXXX THEREBY AGREE AS FOLLOWS:
1. MCC hall issue warrants granting Xxxxxxx the right to purchase up to
seventy-five thousand (75,000) shares of MCC stock, at a price of one dollar
($1.00) per share, valid for three years from the date of issue, with an issue
date of March 22, 2000.
2. All MCC stock options of which Xxxxxxx was fully vested as of June
30, 2000, shall remain in full force and effect and may be exercised by Xxxxxxx
on or before June 30, 2001. Any such options not exercised on or before June
30, 2001, shall expire without further notice to Xxxxxxx.
3. In exchange for the Severance Payments Xxxxxxx has already received,
along with the additional consideration described in paragraphs 1 and 2, above,
and without further compensation or consideration from MCC, Xxxxxxx agrees to
make himself available to MCC as an independent contractor to provide counseling
and assistance to MCC in matters involving the collection of MCC's aged accounts
receivable, the filing of regulatory forms, the payment of MCC's aged accounts
payable and the sale of any MCC assets, through December 31, 2000, to the extent
that such advice and counseling does not unreasonably interfere with Xxxxxxx'x
ability to perform the functions of his full-time employment. After December
31, 2000, Xxxxxxx may, at his discretion, provide further assistance to MCC from
time-to-time if so requested by MCC.
4. In exchange for the Severance Payments Xxxxxxx has already received,
along with the additional consideration described in paragraphs 1 and 2, above,
and without further compensation or consideration from MCC, Xxxxxxx agrees to
take all steps necessary to transfer all telephone accounts relating to Larken,
Inc., or affiliates of Larken, Inc., out of MCC's name effective May 1, 2000,
and to provide MCC with written assurance that MCC is not responsible for the
payment of any statements, bills, liabilities or obligations pertaining to such
accounts for any time period after May 1, 2000.
5. In exchange for the Severance Payments Xxxxxxx has already received,
along with the additional consideration described in paragraphs 1 and 2, above,
and without further compensation or consideration from MCC, Xxxxxxx hereby
releases and forever discharges MCC, along with its officers and directors, from
any and all obligations, liabilities or claims arising from or relating to any
acts or omissions, or to Terminate Employment Agreement (as defined below),
including without limitation claims arising from or relating to the Employment
Agreement, except that Xxxxxxx does not release MCC or its officers and
directors from any claims of fraud or other intentional wrongdoing based on any
acts that may have occurred during the course of Xxxxxxx'x employment with MCC
and, further, that nothing herein shall have the effect of releasing any claims
that Xxxxxxx may have that arise from or relate to any promissory notes issued
by MCC to Xxxxxxx. Any claims that Xxxxxxx has, or may claim to have, that
arise from or relate to any promissory notes issued by MCC to Xxxxxxx shall
survive the execution of this Agreement but shall be extinguished in the event
that (1) Xxxxxxx and MCC reach a separate agreement to extinguish such claims or
(2) Xxxxxxx obtains a full and complete release from any obligations under any
and all promissory notes that he has issued to the Hartford Carlisle Bank
without payment or other valuable consideration supplied by him. In the event
that Xxxxxxx obtains a full and complete release of any obligations under any
and all promissory notes that he has issued to Hartford Carlisle Bank, then any
claims that Xxxxxxx may have against MCC that arise from or relate to any
promissory notes issued by MCC to Xxxxxxx shall be limited to the actual value
of such payment or consideration plus any allowable reasonable expenses and/or
attorney fees. Nothing in this paragraph shall act as a release or satisfaction
of the obligations evidenced directly by the promissory notes issued by MCC to
Xxxxxxx. MCC hereby releases Xxxxxxx from any and all obligations, liabilities
or claims arising from or relating to any acts or omissions, or alleged acts or
omissions, by Xxxxxxx on or before the Effective Date of this Agreement to
Terminate Employment Agreement, except that MCC does not release Xxxxxxx from
any claims of fraud or other intentional wrongdoing based on any acts that may
have occurred during the course of Xxxxxxx'x employment with MCC.
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6. This Agreement to Terminate Employment Agreement hereby supercedes
and extinguishes all prior contracts or arrangements between MCC ad Xxxxxxx
relating to Xxxxxxx'x employment with MCC, and is intended by the parties to be
a full, complete, final and integrated document.
7. This Agreement to Terminate Employment Agreement shall be governed
and construed by Iowa law, and may be enforced by either party only in The Iowa
District Court for Linn County, Iowa.
8. The "Effective Date" of this Agreement to Terminate Employment
Agreement is the date that the last of the parties to execute this Agreement to
Terminate Employment Agreement has done so.
XXXXXXX COMMUNICATIONS CORPORATION
BY /s/ Xxxx Xxxxxx DATED 12/20/00
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ITS VP & CFO
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/s/ Xxxxxxx Xxxxxxx DATED 12/20/00
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XXXXXXX XXXXXXX
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