AGREEMENT
AGREEMENT MADE as of the 24th day of January, 2001 by and between Xxxx
X. Xxxxxxxxx, hereinafter sometimes described as "the Executive", and Xxxxxxx X.
Xxxxxxxxx, hereinafter sometimes referred to as "the Principal," and Rascals
International, Inc., hereinafter sometimes referred to as "Rascals" or "the
Company;"
WHEREAS, Xxxx X. Xxxxxxxxx is the owner of 3,412,500 shares of Rascals
common stock;
WHEREAS, the Executive desires to confirm in writing arrangements made
with both Rascals and the Principal whereby he has resigned his position as a
director and officer of the Company in exchange for a severance package
including monies to compensate him for loans and back pay aggregating $40,000
including inputed interest;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars,
and of the mutual covenants and agreement hereinafter set forth and other
valuable consideration, the parties agree as follows:
1. The representations contained in the "WHEREAS" clauses are deemed to
be incorporated in and made an integral part of this Agreement.
2. Rascals hereby agrees to pay the sum of $1,000 per week in
consideration for the work performed by the Executive, said payment of $1,000
per week to be made commencing the week of January 31, 2001 and to terminate the
week of January 24, 2003. A Form 1099 will be issued at the end of each calendar
year reflecting payments made.
134
3. As additional compensation, the Executive and his family are to
continue to receive coverage under the health care plan of Rascals for a period
of two years from the date of this Agreement.
4. Rascals also agrees to pay the Executive the sum of $500 a week
commencing January 31, 2001 until the $40,000 of loans and back pay is
satisfied, said payment to be without interest.
5. As a condition precedent to the implementation of this Agreement,
the Executive agrees that he will, subsequent to April 24, 2001, sell two
million shares of Rascals common stock owned by him to persons designated by the
Principal at a cost of one mill per share.
6. As further consideration, Rascals and the Principal agree to hold
the Executive harmless with respect to any obligations of Rascals where the
Executive gave personal guarantees or has otherwise claimed to be personally
liable.
7. At the time of the delivery of the two million shares of Rascals
common stock owned by the Executive persons designated by the Principal, the
Executive will be entitled to purchase from Rascals one million five hundred
thousand shares of Rascals common stock at a price of one mill per share.
8. The Executive represents and warrants that he is the owner free and
clear of any encumbrances of the two million shares of Rascals common stock to
be sold by him as set forth in paragraph five and seven of this agreement.
135
9. The parties shall each bear their own legal expenses in connection
with this Agreement.
10. At the Closing of this Agreement, and at any time thereafter, each
party shall execute and deliver such further instruments and take such further
action as may reasonably be requested in order to more effectively carry out and
fulfill his or its obligations and undertaking hereunder.
136
11. All demands and notices given hereunder shall be sent by mail
addressed to the respective parties care of their attorneys at the addressed
herein below set forth, or to such other addresses as each hereafter designate:
If to: Xxxx X. Xxxxxxxxx
c/o Xxxxxx X. Xxxxx, Esq.
Lordi & Tafro, P.C.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0
Xxxx Xxxxxxxx, XX 00000-0000
If to: Xxxxxxx X. Xxxxxxxxx
c/o Xxxxxx X. Xxxxx, Esq.
Xxxxxx X. Xxxxx & Associates, P.A.
0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
18. This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto, their legal representatives, successors, and
assigns.
19. This Agreement supercedes all agreements previously made between
the parties hereto relating to its subject matter. There are no other
understandings or agreements between them. Any changes to the within Agreement
shall have no legal effect or consequence unless in writing and signed by the
parties hereto.
20. This Agreement shall be construed in accordance with
and governed by the laws
of the State of New Jersey.
RASCALS INTERNATIONAL, INC.
----------------------------- -------------------------
Xxxx X. Xxxxxxxxx, Executive Xxxxxxx X. Xxxxxxxxx,
President
---------------------------
Xxxxxxx X. Xxxxxxxxx, Principal
137
