EXHIBIT 10.42
AGREEMENT WITH RESPECT TO TERMINATION OF EMPLOYMENT
(Xxxxxxx X. Xxxxxxx)
This AGREEMENT WITH RESPECT TO TERMINATION OF EMPLOYMENT (this
"Termination") is executed effective as of the 20th day of December, 1999 (the
"Effective Date"), by and between APPLIED VOICE RECOGNITION, INC., a Delaware
corporation ("AVRI"), and XXXXXXX X. XXXXXXX, an individual residing in Houston,
Xxxxxx County, Texas ("Employee").
W I T N E S S E T H:
WHEREAS, AVRI and Employee entered into that certain Employment Agreement
dated as of April 15, 1999 (the "Employment Agreement");
WHEREAS, effective as of even date herewith, AVRI has entered into that
certain Asset Purchase Agreement (the "Purchase Agreement") by and among AVRI,
e-DOCS Health Care Information Systems, Inc. and A Word Above, Inc.,
collectively as the "Sellers", and Xxxxxxxx Medical Transcription USA, Inc.
("Xxxxxxxx"), L&H Investment Company, N.V. and Lernout & Hauspie Speech Products
N.V.;
WHEREAS, under the terms of the Purchase Agreement, the Sellers are
conveying certain assets to Xxxxxxxx, Employee's employment with AVRI is to be
terminated, and Xxxxxxxx is to hire Employee pursuant to the terms of a new
Employment Agreement to be executed as of even date herewith between Employee,
as employee, and Xxxxxxxx, as employer, which Employment Agreement shall include
Xxxxxxxx'x agreement to assume all accrued vacation, sick leave and other
employee benefits that Employee has accrued with AVRI as of the Effective Date;
WHEREAS, AVRI and Employee have determined that Employee's employment with
AVRI shall be terminated effective as of the Effective Date and that all aspects
of the Employment Agreement shall be terminated as of the Effective Date;
NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration paid by AVRI to
Employee, the receipt and sufficiency of which are hereby acknowledged by the
parties hereto, the parties hereto hereby agree as follows:
1. TERMINATION OF EMPLOYMENT. Employee and AVRI hereby confirm that
Employee's employment with AVRI shall terminate as of the Effective Date, and
Employee has received all compensation due Employee from AVRI as of that date.
2. TERMINATION OF EMPLOYMENT AGREEMENT. AVRI and Employee hereby
mutually agree that the Employment Agreement be, and hereby is, terminated
effective as of the Effective Date, and agree that no provisions of the
Employment Agreement shall survive the Effective Date.
3. RELEASE OF AVRI. In consideration of the foregoing, Employee, for
himself, his heirs, spouse, executors, administrators, successors and assigns,
does hereby release, acquit and forever discharge AVRI, for itself and its
shareholders, officers, affiliates, directors, employees,
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consultants, attorneys, agents and representatives from any and all claims,
liabilities, obligations, indebtedness, demands and causes of action, known or
unknown, existing as of the date hereof of every kind and nature, including, but
not limited to any of the foregoing, relating directly or indirectly to the
employment of Employee by AVRI or the termination of Employee's employment with
AVRI, specifically including, but not limited to, the Employment Agreement and
any other written or oral agreement between AVRI (including any and all of its
affiliated companies) and Employee, the federal employment laws and the state
employment laws, including but not limited to TITLE VII OF THE CIVIL RIGHTS ACT
OF 1964, AS AMENDED; THE CIVIL RIGHTS ACT OF 1991; THE AMERICANS WITH
DISABILITIES ACT; THE EMPLOYEE RETIREMENT AND INCOME SECURITY ACT OF 1974, AS
AMENDED; THE TEXAS COMMISSION OF HUMAN RIGHTS ACT; THE FAMILY AND MEDICAL LEAVE
ACT; SECTION 451 OF THE TEXAS LABOR CODE; and all claims for unpaid wages and
severance expenses. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE CONSULTED COUNSEL PRIOR
TO EXECUTING THIS RELEASE. EMPLOYEE, FOR EMPLOYEE'S SELF AND THROUGH EMPLOYEE'S
COUNSEL, WAIVES THE FORTY-FIVE (45) DAY REVIEW PERIOD NECESSARY TO EFFECTUATE A
RELEASE AS TO CLAIMS ARISING UNDER THE EMPLOYMENT LAWS REFERENCED IN THIS
PARAGRAPH.
4. RELEASE OF EMPLOYEE. In consideration of the foregoing, AVRI, for
itself and its shareholders, directors, officers, employees, agents and
representatives, does hereby release, acquit and forever discharge, Employee,
for Employee's self, Employee's heirs, spouse, executors, administrators,
successors and assigns, from all claims, liabilities, obligations, indebtedness,
demands and causes of action, known or unknown, existing as of the date hereof
of every kind and nature, including, but not limited to any of the foregoing,
relating, directly or indirectly, to the employment of Employee or the
termination of Employee's employment with AVRI, specifically including, but not
limited to, the Employment Agreement and any other written or oral agreement
between AVRI and Employee.
5. OWNERSHIP OF CLAIMS. Each of the parties hereto represents and
warrants that it is the sole owner and holder of any claims or causes of action
herein released, or any interest therein or portion thereof, that it has not
sold, transferred, conveyed or assigned any claims or causes of action purported
to be released hereby, or any interest therein or portion thereof, to any third
person or entity, and that its undersigned representative is authorized to
execute this Termination on its behalf.
6. GOVERNING LAW. This Termination shall be construed in accordance with
the laws of the State of Texas with respect to choice of law principals and
conflicts of law rules. Performance of this Termination shall occur solely in
Xxxxxx County, Texas.
7. FURTHER ASSURANCES. The parties hereto agree to execute and deliver
such instruments as are reasonably necessary to effectuate the transactions
contemplated by this Termination.
8. BINDING EFFECT. This Termination and all the terms and provisions
hereof, shall be binding upon and shall inure to the benefit of AVRI and
Employee, and their respective heirs, legal representatives, successors and
permitted assigns.
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9. INVALIDITY. In case any one or more of the provisions contained in
this Termination shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Termination, and this Termination
shall be construed as if such invalid, illegal or unenforceable provision had
never been included in the Termination.
10. AMENDMENTS. No amendment, modification, or alteration of the terms of
this Termination shall be binding unless the same is in writing, dated
subsequent to the date of this Termination, and duly executed by the parties to
this Termination.
11. COUNTERPARTS. This Termination may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one and the same Termination.
IN WITNESS WHEREOF, the parties have executed this Termination to be
effective as of the Effective Date.
AVRI:
APPLIED VOICE RECOGNITION, INC., a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chairman of the Board
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
Xxxxxxxx hereby executes this Termination for purposes of acknowledging
Xxxxxxxx'x agreement to hire Employee pursuant to the terms of a new Employment
Agreement to be executed as of even date herewith between Employee, as employee,
and Xxxxxxxx, as employer, which Employment Agreement shall include Xxxxxxxx'x
agreement to assume all accrued vacation, sick leave and other employee benefits
that Employee has accrued with AVRI as of the Effective Date.
XXXXXXXX MEDICAL TRANSCRIPTION USA, INC., a
Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: President of Finance
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