AGREEMENT
I, Xxxxxxx X. Xxxx, in consideration of the severance package outlined
in the letter from Xxxxx X. Xxxxxxxxx to me dated October 9, 1996 (a copy of
which is attached hereto), do hereby agree as follows:
1. I agree that for the one-year period from April 1, 1997 through March
31, 1998, I will not, on behalf of myself or any other person or
entity, directly or indirectly, solicit any Company employees or
attempt to divert or interfere with the development of any Company
business by soliciting, contacting or communicating with any person,
firm or organization to which the Company provided or is currently
providing or solicitating vendor leasing services, for the purpose of
providing competing vendor leasing services.
2. I acknowledge that the restrictions set forth in Paragraph 1 have been
carefully considered and negotiated between Sunrise Resources, Inc. and
myself. I further acknowledge and agree that the restrictions in
Paragraph 1 are reasonable and will not unduly restrict me in securing
other employment.
3. I understand and agree that, should I violate the provisions of
Paragraph 1, Sunrise Resources, Inc. shall be entitled, in addition to
any other right and remedy it may have at law or equity, to injunctive
relief without the posting of any bond or other security, and to its
reasonable attorneys' fees and costs incurred in bringing any action
against me or otherwise enforcing the terms of Paragraph 1.
4. I agree that on or before March 31, 1997, I will execute a separate
written "Release of Claims" which Sunrise Resources, Inc. will provide
me and which will provide in substantial part as follows:
a. Release of Claims. In further consideration for the severance
package outlined in the letter from Xxxxx X. Xxxxxxxxx to me
dated October 9, 1996, I, for myself and anyone who has or
obtains legal rights or claims through me, hereby release,
agree not to xxx, and forever discharge Sunrise Resources,
Inc., its subsidiaries, successors and assigns, insurers, and
affiliated and predecessor companies, their successors and
assigns, their insurers, and the present and former owners,
officers, directors, employees, shareholders, consultants, and
agents of any of them, whether in their individual or official
capacities, and the current and former trustees or
administrators of any pension or other benefit plan applicable
to the employees or former employees of Sunrise Resources,
Inc., in their official and individual capacities, from all
claims and demands whatsoever, whether known or unknown, in
law or equity, I ever had, now have, or shall have up to and
through the date of my signing this Release of Claims,
including, but not limited to, any claims arising by statute,
in tort or contract, arising out of or in connection with my
employment by Sunrise Resources, Inc., the termination of that
employment, or otherwise. This release includes, without
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limiting the generality of the foregoing, any claims I have or
may have for wages, commissions, penalties, vacation pay or
other benefit, defamation, or improper discharge (based on
contract, at common law or under any federal, state or local
statute or ordinance prohibiting discrimination in employment,
particularly discrimination based on race, sex, national
origin, age, color, creed, religion, marital status,
disability, or sexual orientation, including but not limited
to the Minnesota Human Rights Act, Minn. Stat. ss. 363.01 et
seq., Title VII of the Civil Rights Act of 1964 as amended, 42
U.S.C. ss. 2000e et seq., and the Age Discrimination in
Employment Act, 29 U.S.C. ss. 621 et seq.), or attorney's fees
or costs.
b. Notification of Rights. I am hereby notified of my right to
rescind the Release of Claims with regard to claims arising
under the Minnesota Human Rights Act, Minnesota Statutes
Chapter 363, within 15 days after I sign this Release of
Claims. In order to be effective, the rescission must be in
writing and delivered to Xxxxx X. Xxxxxxxxx, Sunrise
Resources, Inc., 0000 Xxxxxxx Xxxx., Xxxxx 000, Xxxxxx Xxxxxx,
XX 00000, by hand or mail. If delivered by mail, the
rescission must be postmarked within the required period,
properly addressed to Xxxxx X. Xxxxxxxxx as set forth above,
and sent by certified mail, return receipt requested.
c. I have read the above Release of Claims and understand it as a
full and final release of all claims I may have against
Sunrise Resources, Inc. and the other entities and individuals
covered by this Release of Claims. I agree that I have had an
opportunity to consult with an attorney and that I have
entered into this Release of Claims knowingly and voluntarily.
5. The occurrence of a rescission of the merger as described in Sunrise
Resources, Inc. public filings with the Securities and Exchange
Commission, or any filing of bankruptcy made by Sunrise Resources, Inc.
shall render Paragraph 1 of this agreement null and void.
6. On or before March 31, 1997, the Company will execute a separate
written release which the Company and the same parties covered by my
Release of Claims as set forth in Section 4 above will provide me which
forever discharges all claims against me, known or unknown, arising out
of my employment with the Company.
November 14, 1996 /s/ Xxxxxxx X. Xxxx
Date Xxxxxxx X. Xxxx
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SUNRISE RESOURCES, INC.
0000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
October 9, 1996
Mr. Xxxx Xxxx
Senior Vice President
Sunrise Resources, Inc.
0000 Xxxxxxx Xxxx. Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
Dear Xxxx:
I am in receipt of your memorandum dated October 7, 1996 pertaining to
your employment continuation. As I indicated during our meeting on Friday,
October 7th, a release agreement must come from Xxx Xxxx'x office. As Xxx is
traveling this week, I will make sure the agreement is in your hands by the end
of next week. However, I have agreed to the following severance package:
(1) You will continue on the Sunrise payroll through March 31,
1996 at your present salary with full benefits.
(2) You will be eligible for a bonus up to 40% of your base salary
($126,000). For you to realize the maximum bonus, the company
must realize its annual income before tax budget, including
accrual for bonuses ($6,710,000); total revenue of
$46,540,000; and your performance rating for the first 3
quarters must be no less than 3.5. Through 2 quarters you have
a performance rating in excess of 3.5, and I have no doubt
your 3rd quarter will also exceed 3.5. You will not be subject
to a 4th quarter review.
(3) Any application bonus will be paid as follows:
60% based on income before tax budget ($6,710,000)
20% based on total revenue ($46,540,000)
20% based on realizing a performance rating of no less
than 3.5
(4) You will be required to perform in your current capacity and
keep normal business hours through December 31, 1996.
(5) Effective January 1, 1997 through March 31, 1997, you will act
in the capacity of Vendor Program Consultant to the President
and Chief Executive Officer. You will be available to meet on
a weekly basis and be generally available by telephone at
other times.
Xxxx, I believe the above fairly represents my verbal agreement with
you. I look forward to a smooth and professional transition.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
President & Chief Executive Officer
cc: Xxx Xxxx, Esq.
