EXHIBIT 99(d)
November 27, 2001
Xx. Xxxxx X. XxXxxxx
00 Xxxxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Dear Xxx:
This letter sets forth NCT Group, Inc. and your agreement concerning the terms
of your resignation as President and Chief Executive Officer of Distributed
Media Corporation, effective immediately, and resignation of employment
effective February 28, 2002.
o You will receive three (3) months severance pay at your current base salary
and draw rate of $205,800. Payments will be directly deposited into your
account(s) on the Company's regular pay days. The last payment will be made
on February 28, 2002.
o Effective today, all NCT Option(s) in which you are fully vested (357,927)
will be treated as exercised.
o Your currently own 6.435 shares of Distributed Media Corporation common
stock. You hereby agree to exchange your Distributed Media Corporation
common stock for 2,142,073 shares of NCT Group, Inc. common stock, which
NCT will register.
o You are currently owed $17,217.16 including 12% interest accrued through
October 31, 2001. NCT will repay your loan no later than February 28, 2002
including interest accrued through that date. If by February 28, 2002, your
loan has not been repaid, NCT will provide payment to you in NCT shares.
o Should you be successful in raising capital for Distributed Media
Corporation, a fee of 5% of the first $5 million raised and 2.5% of any
dollars raised above $5 million will be paid to you.
o NCT will reimburse you for all appropriate travel and entertainment
expenses incurred through November 30, 2001.
o NCT/DMC will continue to provide your insurance coverage through February
28, 2002, and thereafter you may elect to continue health coverage at your
own expense under COBRA. GE Group Administrators will provide this
information for you. Forms for converting your existing group life and long
term disability insurance provided through Standard Insurance Company will
be mailed to your home address.
o We request that you deliver all property in your possession, including,
without limitation, keys and security cards for entry into NCT/DMC
properties and premises. In addition, you are hereby instructed to deliver
to DMC, not later than December 21, 2001, all NCT/DMC property in your
control, all electronic or magnetic disks or other files and records of
NCT/DMC information, and all agreements, documents, records, or other data
of or relating to NCT/DMC.
o You will continue to be bound by the terms of the NCT Employee's
Confidentiality Non-Competition and Invention Agreement signed by you on
February 23, 2000.
Please acknowledge your agreement to comply with the terms and conditions set
forth above by signing and returning a copy of this letter to me.
Distributed Media Corporation
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxxx
Acknowledged & Agreed:
/s/ Xxxxx X. XxXxxxx
Xxxxx X. XxXxxxx
Date: November 28, 2001
