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Exhibit 10(PPPPP)
TERMINATION AGREEMENT
(Voice Powered Technology International. Inc.
Xxxxxx X. Xxxxxxxx)
This Termination Agreement (this "Agreement") is entered into as of
this 2nd day of May, 1997, by and between Voice Powered Technology
International, Inc., a California corporation (the "Company"), and Xxxxxx X.
Xxxxxxxx, an individual ("Xxxxxxxx").
RECITALS
A. The Company and Xxxxxxxx are parties to that certain 1993
Employment Agreement dated August 3, 1997 (the "Employment Agreement"), and as
thereafter amended, pursuant to which Xxxxxxxx is employed by the Company.
B. The Company and Xxxxxxxx desire to terminate the Employment
Agreement upon the terms and conditions hereinafter set forth.
AGREEMENT
1. Termination of Employment Agreement. Subject to the further
terms and conditions set forth in this Agreement, effective as of the close of
business on April 30, 1997 (the "Termination Date") the Employment Agreement is
hereby terminated and nullified in its entirety, and shall be of no further
force or effect whatsoever, including the severance payment provisions thereof.
2. Past Due Amounts Under Employment Agreement. The parties
agree and acknowledge that, through the Termination Date the Company owes
Xxxxxxxx Fifty Two Thousand Twenty Five Dollars ($52,025) (the "Past Due
Compensation") for compensation earned by Xxxxxxxx under the Employment
Agreement but not paid by the Company. In satisfaction of all Past Due
Compensation, the Company will pay to Xxxxxxxx:
(a) Two Thousand Five Hundred Dollars ($2,500) on the
15th day of each month beginning May 15, 1997 and ending on February 15, 1998;
and
(b) Twenty Seven Thousand Twenty Five Dollars ($27,025)
on March 15, 1998.
3. Amounts Due For Balance of Employment Agreement. The parties
further agree and acknowledge that, if the Employment Agreement were not
terminated pursuant to this Agreement, Xxxxxxxx would be entitled to an
additional Three Hundred Eighty Thousand One Hundred Forty Seven Dollars
($380,147) as compensation under the Employment Agreement from the Termination
Date through the termination date of June 30, 1998 as set forth in Section 1 of
the Employment Agreement (the "Balance
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Compensation"). Subject to Section 5 of this Agreement, Xxxxxxxx agrees to
forego payment of 50% of the Balance Compensation, leaving a balance of One
Hundred Ninety Thousand Seventy Four Dollars ($190,074). In satisfaction of all
Balance Compensation, the Company will pay to Xxxxxxxx:
(a) Ten Thousand Dollars ($10,000) on September 30, 1997;
(b) Twenty Thousand Dollars ($20,000) on December 31, 1997;
(c) Forty Thousand Dollars ($40,000) on March 31, 1998; and
(d) One Hundred Twenty Thousand Seventy Four Dollars
($120,074) on June 30, 1998.
4. Default in Payment of Balance Compensation. Any failure by
the Company to pay an installment of Balance Compensation under Section 3 of
this Agreement must be cured by the Company within ten (10) business days after
its receipt of written notice of such failure. In the event the Company fails to
make payment within that period, the Company will again be liable for the full
Three Hundred Eighty Thousand One Hundred Forty Seven Dollars ($380,147) of
Balance Compensation, less any payments of Balance Compensation actually made by
the Company.
5. Consulting Agreement. Simultaneously with the execution of
this Agreement, the parties will also execute a consulting agreement (the
"Consulting Agreement") substantially in the form of Exhibit A to this
Agreement.
6. Continued Effectiveness of Indemnity Agreement.
Notwithstanding termination of the Employment Agreement, the parties agree that
that certain Indemnity Agreement dated August 3, 1993 (the "Indemnity
Agreement") between Xxxxxxxx and the Company will remain in full force and
effect and Xxxxxxxx will be entitled to all of the rights, benefits and
protection afforded by the Indemnity Agreement for the duration of Xxxxxxxx'x
life for all services rendered to the Company by Xxxxxxxx in any capacity
pursuant to the Employment Agreement, pursuant to the Consulting Agreement and
otherwise.
7. Miscellaneous.
1 Entire Agreement. This Agreement, the Consulting
Agreement and the Indemnity Agreement constitute the entire agreement among the
parties pertaining to the subject matter hereof and supersedes all prior
agreements, negotiations and understandings of the parties in connection
therewith, including the aforementioned Employment Agreement.
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2 Amendment. Neither this Agreement nor any term or
provision hereof may be changed, waived, discharged or terminated orally, or in
any manner other than by an instrument in writing signed by the party against
which the enforcement or the change, waiver, discharge or termination is sought.
3 Waiver. Any term or condition of this Agreement may
be waived only in writing at any time by the party hereto which is entitled to
the benefit thereof, but such waiver shall only be effective if evidenced by a
writing signed by such party. A waiver on one occasion shall not be deemed to be
a waiver of the same or of any other breach on a future occasion.
4 Severability. If any term, provision, covenant, or
restriction is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants, or
restrictions of this Agreement shall remain in full force and effect and shall
in no way be effected, impaired, or invalidated; provided, however, that the
deletion of such term, provision, covenant, or restriction would not materially
impair the performance of the transactions contemplated hereunder.
5 Counterpart Execution. This Agreement may be executed
in two or more counterparts each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
6 Headings. The headings set out in this Agreement are
for the convenience of the parties and shall not be deemed a part of this
Agreement.
7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California and the parties
agree to submit to the jurisdiction of the courts in California with respect to
any lawsuits, judicial reference or other legal proceedings arising hereunder or
in connection herewith.
8 Dispute Resolution. Any dispute or disagreement
between the parties with respect to any term of this Agreement, the subject
matter hereof or the interpretation or enforcement hereof shall be resolved
pursuant to the dispute resolution provisions set forth in Sections 638 - 645.1
of the California Code of Civil Procedure and the unsuccessful party in any such
litigation shall pay to the successful party all costs and fees, including
reasonable attorneys' fees, incurred by the successful party and such costs and
fees shall be included in and as part of any judgment rendered in such action.
9 Legal Representation. Both parties acknowledge that
Xxx, Castle & Xxxxxxxxx, LLP has represented only the Company in connection with
the negotiation and preparation of this Agreement, and has not served as legal
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counsel for Xxxxxxxx in connection with same. Each party hereto has been
represented by its own separate legal counsel in connection with the negotiation
and preparation of this Agreement. By execution hereof, Xxxxxxxx consents to
Xxx, Castle & Xxxxxxxxx, LLP representing the Company in connection with the
drafting and negotiation of this Agreement, and waives any conflict of interest
in connection therewith arising out of any past representation of Xxxxxxxx by
Xxx, Castle & Xxxxxxxxx, LLP.
IN WITNESS WHEREOF, the parties hereto have executed this
Termination Agreement as of the day and year first above written.
"COMPANY"
Voice Powered Technology
International, Inc., a
California corporation
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx,
President/CEO
"XXXXXXXX"
Xxxxxx X. Xxxxxxxx, an
individual
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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