TERMINATION AND MUTUAL RELEASE AGREEMENT (hereinafter "Agreement") dated
as of July 6, 2006 by and among Xxxx Camping ("Executive"), DataLogic
International, Inc. ("DLGI") and IPN Communications, Inc. ("IPN"), and inures
to the benefit of each of the party's current, former and future parents,
subsidiaries, related entities, officers, directors and assigns.
RECITALS
WHEREAS, Executive and IPN are parties to that certain Employment
Agreement dated September 15, 2005 between Executive and IPN (the "Employment
Agreement"); and
WHEREAS, Executive, DLGI, IPN are parties to that certain Agreement for
Non-Competition and Earn-out, dated September 15, 2005 (the "Earn-Out
Agreement"); and
WHEREAS, the Employment Agreement and the Earn-Out Agreement were
entered into pursuant to the terms of that certain Asset Purchase Agreement,
dated September 15, 2005, by and among DLGI, IPN and CBSi Holdings, Inc. (the
"Asset Purchase Agreement", and together with the Employment Agreement and the
Earn-Out Agreement, the "Prior Agreements"); and
WHEREAS, Executive, DLGI and IPN desire to terminate certain
relationships contemplated by the Prior Agreements.
NOW THEREFORE, in consideration of the covenants and agreements set
forth herein, the parties agree as follows:
1. Payment. DLGI will transfer and assign to Executive $110,000 of the
amount payable under that certain Promissory Note dated September 15, 2005
issued by MBSi Capital Corp. to DLGI, as amended (the "Old MBSi Note"), such
transfer and assignment to be evidenced by a Promissory Note dated July 1,
2006 issued by MBSi Capital Corp. to Executive in form of Exhibit A hereto.
2. Termination of Agreements. Effective as of the date hereof, the parties
hereby terminate: (a) the Employment Agreement, (b) any or all rights of
Executive under the Earn-Out Agreement and the Asset Purchase Agreement and
(c) stock options to purchase 512,500 shares of DLGI common stock previously
granted or due to Executive pursuant to Section 2(f) of the Asset Purchase
Agreement. Notwithstanding the forgoing, Executive will retain, in accordance
with the terms and conditions of the Stock Option Agreement attached as
Exhibit B hereto, stock options to purchase 512,500 shares of DLGI common
stock previously granted or due to Executive pursuant to Section 2(f) of the
Asset Purchase Agreement.
3. Release of Claims. Each party for itself and its assigns and successors,
fully and forever releases and discharges the other party and each of its
current, former and future parents, subsidiaries, related entities, officers,
and directors ("Releasees") with respect to any and all claims, liabilities
and causes of action, of every nature, kind and description, in law, equity or
otherwise, which have arisen, occurred or existed at any time prior to the
date hereof, including, without limitation, any and all claims, liabilities
and causes of action arising out of or relating to the Prior Agreements (or
Executive's services under the Employment Agreement).
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4. Waiver of Civil Code S 1542. Each party expressly waives any and all
rights and benefits conferred upon it by Section 1542 of the Civil Code of the
State of California, which states as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in
his favor at the time of executing the release, which
if known by him must have materially affected his
settlement with the debtor."
Each party expressly agrees and understands that the release it gives pursuant
to this Agreement applies to all unknown, unsuspected and unanticipated
claims, liabilities and causes of action which such party may have against the
other party or any of the other Releasees.
5. Severability of Release Provisions. The parties agree that if any
provision of the release given by it under this Agreement is found to be
unenforceable, it will not affect the enforceability of the remaining
provisions and the courts may enforce all remaining provisions to the extent
permitted by law.
6. Promise to Refrain from Suit. Each party promises and agrees that will
never xxx the other party (and, if applicable, any of the other Releasees), or
otherwise institute or participate in any legal proceedings against the other
party (and, if applicable, any of the other Releasees), with respect to any
claim covered by the release provisions of this Agreement.
7. No Admission of Liability. The parties agree that this Agreement, and
performance of the acts required by it, does not constitute an admission of
liability, culpability, negligence or wrongdoing on the part of anyone, and
will not be construed for any purpose as an admission of liability,
culpability, negligence or wrongdoing by any party and/or by any party's
current, former or future parents, subsidiaries, related entities,
predecessors, successors, officers, directors, shareholders, agents, employees
and assigns.
8. Confidentiality. Each party promises and agrees that, unless compelled
by legal process, it will not disclose to others and will keep confidential
both the fact of and the terms of this Agreement.
9. Integrated Agreement. The parties acknowledge and agree that all
agreements and understandings of any kind existing between the parties as of
the date hereof are hereby terminated. The parties acknowledge and agree that
no promises or representations were made to them which do not appear written
herein and that this Agreement contains the entire agreement of the parties on
the subject matter thereof.
10. Waiver, Amendment and Modification of Agreement. The parties agree that
no waiver, amendment or modification of any of the terms of this Agreement
shall be effective unless in writing and signed by all parties affected by the
waiver, amendment or modification. No waiver of any term, condition or default
of any term of this Agreement shall be construed as a waiver of any other
term, condition or default.
11. No Modification of Right to Stock Payment under the Asset Purchase
Agreement. Nothing in this Agreement is intended to modify the right of CBSi
Holdings, Inc. or Executive to retain the 3,003,534 shares of DLGI common
stock that constitute the Stock Payment (as defined in the Asset Purchase
Agreement).
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the dates
set forth below.
Xxxx Camping
/s/ Xxxx Camping
__________________________________
Date: July 6, 2006
DATALOGIC INTERNATIONAL, INC.
/s/ Xxxxx Xxxxx
__________________________________
By: Xxxxx Xxxxx
Title: Chief Executive Officer
Date: July 6, 2006
IPN COMMUNICATIONS, INC.
/s/ Xxxxx X. Xxxxxx
__________________________________
By: Xxxxx X. Xxxxxx
Title: President
Date: July 6, 2006
