SEPARATION AND RELEASE AGREEMENT
This
SEPARATION AND RELEASE AGREEMENT (this "Agreement") is made and entered into by
and between US Dataworks, Inc., a Nevada corporation (the "Company"), and Xxxx
X. XxXxxxxxxx ("Executive") on and as of this 26th day of July, 2010. The
Company and Executive are sometimes referred to collectively herein as the
“Parties” and individually as a “Party.”
WITNESSETH:
WHEREAS,
Executive was the Chief Accounting Officer and Secretary of the
Company;
WHEREAS, the
Executive and the Company have agreed that (i) Executive has resigned from his
officer positions effective as of July 1, 2010 (the “Officer Resignation Date”)
and (ii) Executive will continue to be employed by the Company through August
15, 2010, on which date he will be deemed to have resigned from his employment
with the Company (the “Employment Resignation Date”); and
WHEREAS, the
Executive and the Company desire to enter into the agreements herein contained;
and
WHEREAS, it
is the further desire of the Company and Executive that they enter into a
written agreement in order to confirm and establish their respective rights,
duties, and obligations, to resolve any and all claims and differences that may
exist or that in the future may arise, and for Executive to release the Company
from any and all claims or other matters as set forth
herein.
NOW,
THEREFORE, for and in consideration of the foregoing premises and the
consideration more fully set forth hereinafter, and intending to be legally
bound hereby, the Parties mutually agree as follows:
1.
COMPANY REFERENCES. All references used herein to the "Company"
shall refer to US Dataworks, Inc. and its subsidiaries and affiliates and the
successors of the Company and its subsidiaries and affiliates. The term
“Company” shall also refer to Employer Flexible HR, Inc. (“EFHR”) and its
subsidiaries and affiliates and the successors of EFHR and its subsidiaries and
affiliates. It is further agreed that EFHR shall be deemed a third party
beneficiary of this Agreement and shall be entitled to enforce the provisions
hereof as is necessary to protect the interests of EFHR to the same extent as
the Company.
2.
OFFICER RESIGNATION DATE; EMPLOYMENT RESIGNATION DATE; TRANSITION
DUTIES. Effective as of the Officer Resignation Date, Executive
hereby tenders, and Company accepts, Executive's resignation from any and all
board seats, offices and other official positions that Executive may hold with
the Company. Notwithstanding such resignation, the employment relationship
between Executive and the Company shall continue until the Employment
Resignation Date, at which time the employment relationship between the
Executive and the Company shall terminate and cease and neither party shall have
any further rights or obligations with respect to or arising from such
employment relationship except as provided herein. In furtherance of the
foregoing, effective as of the Employment Resignation Date, Executive hereby
tenders, and Company accepts, Executive's resignation from his employment with
the Company. From the Officer Resignation Date through the Employment
Resignation Date, Executive shall devote his full time and best efforts and
abilities to the business and affairs of the Company and shall assist in the
transition of his duties and perform such other tasks as are reasonably
requested by the Company, including, without limitation, assisting with all SEC
filings made by the Company during such period.
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3.
SEVERANCE BENEFITS. Provided that the Severance Conditions (defined
below) are met at the time of each of the payments contemplated by this Section
3, following the Employment Resignation Date, the Company will pay to Executive
an amount equal to four and one-half (4 ½) months of his annual base salary in
effect as of the Officer Resignation Date ($45,000), subject to withholdings for
payroll taxes and other appropriate withholdings. These severance payments
shall be made in equal installments in accordance with the Company’s existing
payroll practices over the period beginning on the day after the Employment
Resignation Date and ending on December 31, 2010. US Dataworks, Inc. will
be responsible for funding the severance payments due under this Section 3,
which may be processed through EFHR. In no event will EFHR be held
responsible by the Executive for any failure of the Company to make such
severance payments or any other payments hereunder. In addition, the
Company will reimburse the Executive for his costs in obtaining health insurance
under his spouse’s current health insurance plan for the first four months
following the Employment Resignation Date, which the Parties agree shall be
fixed in the amount of $700 per month for four months (with each reimbursement
payment being due on or before the last day of the first four calendar months
following the Employment Resignation Date). As used herein, the term
“Severance Conditions” means (i) on or after the Employment Resignation Date but
before the first severance payment is due, the Executive shall have executed and
delivered to the Company an updated release in the form contained in Section 6
hereof but effective as of the date that such release is executed and delivered
by the Executive and (ii) the Executive shall be in full compliance with all of
his obligations under this Agreement.
As additional
severance pay, the Company will pay an additional amount (the Additional
Severance Amount) to Executive equal to:
[the 62,500 shares
of the Company’s common stock held by Executive] multiplied by [($0.40 per
share) minus (the
five-day average of the closing prices of the Company’s common stock on August
9, 10, 11, 12 and 13 as reported on the OTCBB].
For example, if the
five-day average of the closing prices for the Company’s common stock is $0.20,
the Additional Severance Amount will be $12,500.
If the five-day
average of the closing prices for the Company’s common stock is greater than or
equal to $0.40, the Additional Severance Amount will be $0.
The Additional
Severance Amount will be added to the $45,000 total severance payment specified
above and will be payable over the same period. For example, if the
Additional Severance Amount is $12,500, Executive will receive a total severance
payment of $57,500 payable through December 31, 2010 as specified
above.
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4.
STOCK OPTIONS. The Parties acknowledge and agree that, as of the
Officer Resignation Date, Executive holds the following stock options, all of
which are fully vested and exercisable as of the Officer Resignation Date (the
“Executive Options”): (i) options to purchase 15,000 shares of the Company’s
common stock at an exercise price of $0.79 per share, (ii) options to purchase
15,200 shares of the Company’s common stock at an exercise price of $0.47 per
share and (iii) options to purchase 90,000 shares of the Company’s common stock
at an exercise price of $0.61 per share. The Parties further acknowledge
and agree that the Executive Options will be governed by the stock option plan
and granting instruments pursuant to which the Executive Options were granted,
which governing documents provide, among other things, that if the Executive
Options are not exercised within 90 days after the Employment Resignation Date,
they will be deemed forfeited and cancelled.
5.
WELFARE BENEFIT PLAN CONTRIBUTIONS AND ACCRUALS. After the
Employment Resignation Date, the Company shall not be obligated to continue, pay
for, or provide Executive's health, dental, disability, life insurance and any
other "welfare benefits" (as such term is defined under Section 3(1) of ERISA)
or fringe benefits or perquisites; provided, however, that the Executive will be
eligible for COBRA benefits as are available to the employees of the Company
generally.
6.
RELEASE AND WAIVER OF CLAIMS BY EXECUTIVE. For good and valuable
consideration, including the Company's agreements contained herein, the
Executive hereby releases, discharges and forever acquits the Company, its
affiliates and the past, present and future stockholders, members, partners,
directors, managers, officers, employees, agents, attorneys, heirs, legal
representatives, successors and assigns of the foregoing, in their personal and
representative capacities (collectively, the "Company Parties" or singularly, a
“Company Party”), from liability for, and hereby waives, any and all claims,
damages, punitive damages, attorneys’ fees and causes of action of any and every
kind, whether in contract or in tort, known or unknown, matured or unmatured, at
law or in equity, including, but not limited to, any and all claims for breach
of contract, breach of fiduciary duty, torts, intentional torts, negligence,
gross negligence and claims arising under or by virtue of any state or federal
statute or constitution, for all actions and/or inactions by the Company
occurring on or before the date this Agreement is executed and delivered by the
Executive, including, but not limited to, all matters related to Executive's
employment with the Company on or prior to the date of this Agreement, including
without limitation any alleged violation through the date of this Agreement of
(i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII
of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991,
as amended; (iv) Section 1981 through 1988, and Section 2000 et seq., of Title 42 of the
United States Code, as amended; (v) the Employee Retirement Income Security Act
of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii)
the Americans with Disabilities Act of 1990, as amended; (viii) the Fair Labor
Standards Act, as amended; (ix) the Occupational Safety and Health Act, as
amended; (x) the Worker Adjustment and Retraining Notification Act of 1988; (xi)
the Xxxxxxxx-Xxxxx Act of 2002, as amended; (xii) the Equal Pay Act, as amended;
(xiii) the National Labor Relations Act, as amended; (xiv) the Family and
Medical Leave Act, as amended; (xv) the Older Workers Benefit Protection Act, as
amended; (xvi) the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended; (xvii) the Health Insurance and Portability Accountability Act of 1996,
as amended; (xviii) 29 U.S.C. Section 201 et seq.; (xix) 29 U.S.C.
Section 206; (xx) 29 U.S.C. Section 1001, et. seq.; (xxi) the Texas Health and
Safety Code, (xxii) the Texas Payday Act, (xxiii) the Texas Commission on Human
Rights Act, (xxiv) the Texas Labor Code (including but not limited to Chapters
21, 61 and 451thereof), (xxv) any other state or federal employment or civil
rights act or provision of law, and any and all claims for severance pay or
benefits under any compensation or employee benefit plan, program, policy,
contract or other arrangement; (xxvi) any other state anti-discrimination law;
(xxvii) any other state wage and hour law; (xxviii) any other local, state or
federal law, regulation, or ordinance; and/or (xxix) any public policy,
contract, tort, or common law claim (collectively, the “Released Claims”). The
Released Claims shall also include (i) any allegation for costs, fees, or other
expenses including attorneys' fees incurred in these matters; (ii) any and all
rights, benefits, or claims the Executive may have under any employment
contract, incentive compensation plan, or stock option plan with any Company
Party, or to any ownership interest in any Company Party; and (iii) any claim
for compensation or benefits of any kind. The foregoing release is not
intended to indicate that any such claims exist or that, if they do exist, they
are meritorious. Rather, the Executive is simply agreeing that, in
exchange for the consideration recited in the first sentence of this paragraph,
any and all potential claims of this nature that the Executive may have against
the Company Parties, regardless of whether they actually exist, are expressly
settled, compromised and waived. By signing this Agreement, the Executive
is bound by it. Anyone who succeeds to the Executive's rights and
responsibilities, such as heirs or the executor of the Executive's estate, is
also bound by this Agreement. The foregoing release also applies to any
claims brought by any person or agency or class action under which the Executive
may have a right or benefit. THE FOREGOING RELEASE INCLUDES
MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE)
OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY
PARTIES.
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The Executive
affirms that he has not filed, caused to be filed, and presently is not a party
to, any claim, complaint, or action against the Company in any forum or
form. The Executive further affirms that he has been paid and/or has
received all leave (paid or unpaid), compensation, wages, bonuses, commissions,
and/or benefits to which he may be entitled and that no other leave (paid or
unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to
him. The Executive furthermore affirms that he has no known workplace
injuries or occupational diseases and has been provided and/or has not been
denied any leave requested under the Family and Medical Leave Act of 1993.
The Executive agrees not to bring or join any lawsuit against any of the Company
Parties in any court relating to any of the Released Claims. The Executive
represents that he has not brought or joined any lawsuit or filed any charge or
claim against any of the Company Parties in any court or before any
government agency and has made no assignment of any rights the Executive has
asserted or may have against any of the Company Parties to any person or entity,
in each case, with respect to any Released Claims. If the Executive brings
or joins any lawsuit against any of the Company Parties in any court (except
as necessary to protect
the Executive's rights under this Agreement or with respect to the Executive's
entry into this release) relating to any of the Released Claims, and the
Executive is the prevailing party in such lawsuit, the Executive shall be
obligated to return to the Company all amounts paid to the Executive under this
Agreement, to the extent permitted under applicable law and ordered by the
court. Further, if the Executive violates the covenant not to xxx set
forth in this paragraph, the Executive shall be required to pay all costs and
expenses (including the reasonable fees of counsel, related disbursements of
counsel and court costs) incurred by any Company Party to defend such lawsuit or
other claim.
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By executing and
delivering this Agreement, the Executive acknowledges that:
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(a)
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The
Executive has carefully read this Agreement;
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(b)
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The
Executive has been afforded the opportunity to take at least 21 days to
consider this Agreement before executing and delivering it to the Company
and, to the extent the Executive executed and delivered this Agreement to
the Company in less than 21 days, the Executive did so voluntarily with
full knowledge that he could have taken longer to consider this Agreement
but deemed such additional time unnecessary.
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(c)
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The
Executive has been and hereby is advised in writing that the Executive may
at his option, discuss this Agreement with an attorney of his choice and
that the Executive has had adequate opportunity to do so;
and
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(d)
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The
Executive fully understands the final and binding effect of this
Agreement; the only promises made to the Executive to sign this Agreement
are those stated herein; and the Executive is signing this Agreement
voluntarily and of the Executive’s own free will, and that the Executive
understands and agrees to each of the terms of this
Agreement.
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Notwithstanding the
initial effectiveness of this Agreement, the Executive may revoke the delivery
(and therefore the effectiveness of this Agreement within the seven-day period
beginning on the date the Executive executes and delivers this Agreement to the
Company (such seven day period being referred to herein as the “Release
Revocation Period"). To be effective, such revocation must be in writing
signed by the Executive and must be delivered to the Chief Executive Officer of
the Company (or his authorized representative) before 11:59 p.m. Texas time, on
the last day of the Release Revocation Period. If an effective revocation
is delivered in the foregoing manner and timeframe, this Agreement shall be of
no force or effect and shall be null and void ab
initio . No consideration shall be paid or provided if this
Agreement is revoked by the Executive in the foregoing manner.
7.
COOPERATION AND
INDEMNIFICATION. Executive agrees to make himself freely available
to cooperate in the defense and in the preparation of the legal response to any
matter covered thereunder. Executive agrees to cooperate to the fullest
extent of his abilities with Company and, if requested by Company to do so, with
any attorney, expert or other person Company may designate, in the
investigation, defense and resolution of any threatened or asserted litigation,
claim, potential claim, or investigation initiated by or involving the Company,
including, without limitation, truthfully testifying on behalf of Company in
connection with any such investigation or proceeding.
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8.
NON-ADMISSION OF LIABILITY. This Agreement shall not constitute or
be construed as an admission by the Company or any other person or entity of any
liability to, or the validity of, any claim by the Executive. Executive
acknowledges and agrees that he has been treated in a fair and lawful manner,
and it is agreed between the Parties that nothing herein is intended or shall be
construed as an admission of fault or liability by the Company or its directors,
officers, employees, agents, successors and assigns.
9. NO
DISPARAGEMENT. Executive agrees that he will not disparage, harm or
embarrass the Company or its directors, officers, employees, agents or
successors; provided however, that Executive shall retain the right to discuss
information concerning the duties and responsibilities of his former employment
with prospective employers; and provided further, that Executive fully retains
the right to inform his legal counsel of all matters concerning his former
employment and the termination thereof if said information is communicated as a
matter of confidential attorney-client privilege. Executive shall not make
any statements, whether regarded as true or not, which would have the effect of
causing any existing or prospective lenders, purchasers, creditors, customers,
suppliers, employees or other persons or entities to question the financial
condition, integrity, reputation, character or quality of the Company, or its
management, employees, and affiliates. Executive shall not at any time
make any voluntary statement of any kind, or make any untrue statement while
under any compulsory legal process, which is calculated to, or which foreseeably
will, damage the business or reputation of the Company or its affiliates, or the
past or present directors, officers or employees of any of
them.
The Company agrees
that it will not disparage, harm or embarrass Executive; provided however, that
Company shall retain the right to discuss information concerning the duties and
responsibilities of Executive in connection with his employment with the Company
with prospective employers of Executive; and provided further, that the Company
fully retains the right to inform its legal counsel of all matters concerning
Executive’s former employment and the termination thereof if said information is
communicated as a matter of confidential attorney-client privilege. The
Company shall not at any time make any voluntary statement of any kind, or make
any untrue statement while under any compulsory legal process, which is
calculated to, or which foreseeably will, damage the reputation of
Executive.
10.
CONFIDENTIAL INFORMATION.
(a)
Executive agrees that he shall not, without the express written consent of
the Chief Executive Officer of the Company, directly or indirectly communicate
or divulge to, or make available to, or use for his own benefit or for the
benefit of, any competitor or any other person or entity, any of the Company's
trade secrets, proprietary data, proprietary technology, commercial information
or other confidential information (hereafter collectively referred to as
“confidential information”), which confidential information was communicated to
or otherwise learned or acquired by Executive during his employment relationship
with the Company, except that Executive may disclose confidential information
only to the extent that disclosure is required (i) at the Company's written
direction or (ii) by a court or other governmental agency of competent
jurisdiction. As long as such matters remain confidential information, Executive
shall not use such confidential information in any way or in any capacity other
than as expressly consented to by the Chief Executive Officer of the
Company. The provisions of this Section 10 are in addition to any other
prior confidentiality and/or similar agreements between the Company and the
Executive designed to protect the Company in any way.
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(b)
Such confidential information includes, but is not limited to, personnel
information, ideas, discoveries, designs, inventions, improvements, trade
secrets, know-how, manufacturing processes, design specifications, writings and
other works of authorship, computer programs, patent information, coding and
programming data, software development plans, software design documents and
information, other intellectual property data, financial information, accounting
information, marketing plans, customer lists and data, business plans or methods
and the like, that relate in any manner to the actual or anticipated business of
the Company.
(c)
Executive agrees that all records, drawings, data, samples, models,
correspondence, manuals, notes, reports, notebooks, proposals, and any other
documents concerning the Company's customers or products or other technical or
business information used by the Company and any other tangible materials or
copies or extracts of tangible materials regarding the Company's operations or
business, received by Executive during his employment with the Company are, and
shall be, the property of the Company exclusively. Executive agrees to
immediately return to the Company all of the material mentioned above, including
writing notes, memoranda or notes taken by Executive and all tangible materials,
including, without limitation, correspondence, drawings, blueprints, letters,
notebooks, reports, flow-charts, computer programs and data proposals. No copies
will be made by Executive, or retained by Executive, of any such confidential
information, whether or not developed by Executive.
(d)
Executive agrees that he shall engage in no act which is intended, or may
reasonably be expected, to harm the reputation, business, prospects, or
operations of the Company.
(e) The
Parties agree that any and all inventions, ideas, concepts, works of art,
writings and all other work product conceived, created or developed by
Executive, either solely or jointly with others, in the course or as a result of
or during his employment with the Company (“Work Products”), is proprietary to
Company and constitutes confidential information subject to this
Agreement. The Parties further agree that Company is the sole owner of all
such Work Products. Executive further agrees (i) that, to the extent not
already transferred to the Company, he hereby transfers and assigns to the
Company all Work Products and all patent rights, copyrights and other
intellectual property rights thereunder and (ii) to execute and deliver any and
all instruments of transfer and other documents that the Company reasonably
requests to effect the foregoing.
11.
COMPANY PROPERTY. Executive agrees that upon the earlier of the
Employment Resignation Date and the request by the Company, he will return to
the Company all property of the Company previously provided to him and/or
otherwise in his possession or control, including, without limitation, all
laptops, computers, cell phones, PDAs, electronic equipment, credit cards,
company vehicles, building access cards and the like. Notwithstanding the
foregoing, Executive may keep his current cell phone number.
12.
WAIVER OF AGE DISCRIMINATION CLAIMS. Executive specifically,
knowingly and voluntarily waives any and all rights and claims arising under the
Age Discrimination in Employment Act (ADEA), which claims have arisen as of the
date this Agreement is executed by Executive. Executive acknowledges that
the consideration set forth in Section 3 hereof includes consideration for
Executive's agreement herein to waive any and all rights and claims arising
under the ADEA.
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13.
SEVERABILITY. The parties acknowledge and agree that each provision
of this Agreement shall be enforceable independently of every other provision.
Should any provision of this Agreement be declared by a court of competent
jurisdiction to be unenforceable or invalid as drafted, it may and shall be
reformed or modified by a court to the form of an enforceable and valid
provision that achieves, to the greatest extent possible, the result intended by
the Parties in drafting and agreeing to the unenforceable and invalid provision.
In the event that a court should decline to so reform or modify such a
provision, or determine that no enforceable and valid provision can be created
to achieve the intended result, the unenforceability and invalidity of the
remaining provisions of this Agreement shall not be affected thereby and said
unenforceable or invalid provision shall be deemed not to be a part of this
Agreement and the remaining provisions hereof shall remain in full force and
effect.
14.
NO WAIVER; HEADINGS. The Parties acknowledge and agree that the
failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of that provision, or of any other provision in this
Agreement. The headings of sections as used herein are intended for
reference purposes only and shall not affect the interpretation of this
Agreement.
15.
ENTIRE AGREEMENT. The Parties acknowledge and
agree that this Agreement constitutes the complete and entire agreement between
the Parties; that the Parties have executed this Agreement based upon the
express terms and provisions set forth herein and therein; that the Parties have
not relied on any representations, oral or written, which are not set forth in
this Agreement; that no previous employment, severance or other agreement,
whether oral or written, shall have any effect on the terms and provisions of
this Agreement except as expressly provided herein; and that all such previous
agreements, except as expressly provided in this Agreement, are expressly
superseded and revoked by this Agreement. The Executive hereby declares
and represents that no promise, inducement, or agreement not contained in this
Agreement has been made or offered to him, and that the terms hereof are
contractual and not a mere recital.
16.
AMENDMENT. This Agreement shall not be modified by any subsequent
agreement unless the modifying agreement (a) is in writing, (b) contains an
express provision referencing this Agreement, (c) is executed by a designated
officer of the Company, and (d) is executed by Executive.
17.
CONSULTATION WITH LEGAL COUNSEL. Executive acknowledges and
agrees that he has been provided a reasonable time to review this Agreement with
legal counsel and to consider the terms and provisions of this Agreement.
Both Parties acknowledge and agree that they are voluntarily entering into this
Agreement, after consultation with their legal counsel if so desired, and after
full disclosure of all the facts and circumstances surrounding the execution of
this Agreement and its legal effect.
18.
BINDING EFFECT. This Agreement shall inure to
the benefit of the Company (as defined in Section 1 hereof), and to its
successors and assigns, and to the persons released hereunder pursuant to
Section 6 hereof. This Agreement shall inure to the benefit of Executive
and his heirs, executors and personal representatives. This Agreement is
personal to Executive, and Executive may not assign, delegate or otherwise
transfer any of his rights, duties or obligations hereunder without the prior
written consent of the Chief Executive Officer of the Company, and any attempt
to do so without such prior written consent shall be deemed void and of no force
and effect.
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19.
NOTICES. Notices provided for in this Agreement shall be in
writing and shall be deemed to have been duly received (a) when delivered in
person or sent by facsimile transmission, (b) on the first business day after it
is sent by air express overnight courier service, or (c) on the fourth business
day following deposit in the United States mail, registered or certified mail,
return receipt requested, postage prepaid and addressed, to the following
address, as applicable:
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(1)
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If to the Company, addressed
to:
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US Dataworks,
Inc.
One Sugar
Creek Center Blvd.; 0xx
Xxxxx
Xxxxxxx, Xxxxx 00000
Attn: Chief
Executive Officer
Fax:
000-000-0000
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(2)
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If to Executive, addressed
to:
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Xxxx X.
XxXxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxx
If faxed,
through his attorney, xxxxxxxxxxxxxxx
Fax:
xxxxxxxxxxxxxx
Or to such other
address as either Party may have furnished to the other Party in writing in
accordance with this Section 19.
20.
EXECUTIVE ACKNOWLEDGMENT/NO STRICT CONSTRUCTION. The Executive
represents to Company that he is knowledgeable and sophisticated as to business
matters, including the subject matter of this Agreement, that he has read this
Agreement and that he understands its terms and conditions. The Parties
agree that the language used in this Agreement shall be deemed to be the
language chosen by them to express their mutual intent, and no rule of strict
construction shall be applied against either Party. Executive also
represents that he is free to enter into this Agreement. Executive acknowledges
that he has had the opportunity to consult with counsel of his choice,
independent of the Company's counsel, regarding the terms and conditions of this
Agreement.
21.
GOVERNING LAW. The laws of the State of Texas, without regard to
its conflicts of law provisions, shall govern the enforceability, interpretation
and legal effect of this Agreement.
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22.
COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Facsimile signatures shall be enforceable.
STATEMENT BY
EXECUTIVE : THE COMPANY HAS ADVISED ME IN WRITING TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. I HAVE CAREFULLY READ AND
FULLY UNDERSTOOD THE PROVISIONS OF THIS AGREEMENT AND HAVE HAD SUFFICIENT TIME
AND OPPORTUNITY (NOT LESS THAN A PERIOD OF 21 DAYS) TO CONSULT WITH MY PERSONAL
TAX, FINANCIAL AND LEGAL ADVISORS PRIOR TO EXECUTING THIS AGREEMENT, AND I
INTEND TO BE LEGALLY BOUND BY ITS TERMS. I UNDERSTAND THAT I MAY REVOKE MY
CONSENT TO THIS AGREEMENT WITHIN SEVEN (7) DAYS FOLLOWING THE DATE I SIGN IT BY
NOTIFYING THE COMPANY OF MY REVOCATION; THEREAFTER, I CANNOT REVOKE THIS
AGREEMENT. I UNDERSTAND THAT MY RIGHTS UNDER THIS AGREEMENT ARE CONTINGENT
ON MY SIGNATURE BELOW, AND NOT REVOKING THIS AGREEMENT WITHIN THE 7-DAY
PERMITTED REVOCATION PERIOD. I ACKNOWLEDGE THAT THE PAYMENTS DESCRIBED IN
SECTION 3 HEREOF WILL NOT BE MADE IF THIS AGREEMENT IS
REVOKED.
[SIGNATURE
PAGE FOLLOWS]
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IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the day
and year first above written.
| US DATAWORKS, INC. | |||
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By:
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/s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx, Chief Financial Officer | |||
| EXECUTIVE: | |||
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By:
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/s/ Xxxx X. XxXxxxxxxx | |
| Xxxx X. XxXxxxxxxx | |||
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