Exhibit 10.30
March 24, 2003
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxxx X. Xxxxxxxx
c/o Applied Digital Solutions, Inc.
000 Xxxxx Xxxx Xxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Re: Letter Agreement between Applied Digital Solutions, Inc. and G. A. Xxxxxxxx
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Dear Xxxxx:
This will confirm that you and Applied Digital Solutions, Inc. ("ADSX") have
agreed to the following:
1. The consideration set forth in this letter agreement ("Agreement") to
be provided by ADSX is in full satisfaction of all compensation and
other benefits owed to you under your employment agreement and
otherwise by ADSX.
2. ADSX shall issue to you, within five months, 7,500,000 shares of common
stock of ADSX (the "Shares"). Following such issuance, ADSX shall file
for registration of such shares with the Securities and Exchange
Commission ("SEC") and shall use its good faith efforts to cause such
registration statement to be declared effective as promptly thereafter
as possible (and to remain effective for at least one year). ADSX shall
advise you immediately when the SEC has issued a no comment letter or
declared the registration statement effective. ADSX shall continue your
health insurance arrangement currently in place until such registration
statement is declared effective or the shares are otherwise tradable
pursuant to Rule 144.
3. The number of shares of ADSX stock mentioned in paragraph 2 shall be
appropriately adjusted in the event of any stock split, stock dividend,
reverse stock dividend or similar event.
4. Except for the obligations set forth in this Agreement, you and ADSX
hereby release, remise, acquit, and forever discharge the other from
all claims, demands, contracts, agreements (other than option grants),
causes of actions, sums of money that either of us may have or may
hereafter hence based on any event which has occurred except for
releases that are prohibited by law. The foregoing release of and by
ADSX includes all of its subsidiaries and
Xx. Xxxxxxx X. Xxxxxxxx
March 24, 2003
Page 2
affiliates. In addition your release of ADSX includes ADSX, its
subsidiaries, affiliates, and each of their respective employees,
officers, agents, attorneys, and representatives.
5. If a shareholder vote is required, ADSX covenants to put such items as
requires shareholder approval in the proxy (in which case any time
requirements on either party set forth herein shall be extended by such
amount of time required by the inclusion in the proxy).
6. We represent that this Agreement has been approved by the Board of
Directors of ADSX.
7. YOU ACKNOWLEDGE THAT BY AGREEING TO THIS YOU ARE EXCHANGING SUBSTANTIAL
CONSIDERATION (MUCH OR MOST OF WHICH WOULD BE PAYABLE IN CASH) AND
OTHER BENEFITS IN EXCHANGE FOR THE CONSIDERATION SET FORTH HEREIN. YOU
HAVE BEEN GIVEN THE OPPORTUNITY TO SEEK LEGAL AND OTHER COUNSEL.
8. The provisions of Paragraph 13 (nondisclosure; return of records) of
your Employment Agreement shall remain in full force and effect.
9. You represent:
(1) The Shares to be received by you hereunder will be acquired for
your own account, not as nominee or agent, for investment purposes
and not with a view to, or for offer or sale in connection with
directly or indirectly, any distribution in violation of the
Securities Act of 1933, as amended, or any other applicable
securities law ("Securities Act").
(2) You are not a registered broker dealer or engaged in the business
of being a broker dealer.
(3) You acknowledge (i) that you can bear the economic risk and
complete loss of your investment in the Shares and have such
knowledge and experience in financial or business matters that you
are capable of evaluating the merits and risks of the investment
contemplated hereby, and (ii) that there may be material adverse
nonpublic information regarding the ADS that could affect the
value of the Shares.
(4) You are an accredited investor as defined in Rule 501(a) of
Regulation D, as amended, under the Securities Act.
10. You will sign such releases and other similar documents as our
lender shall require, provided that no such release or other
similar document shall obligate you in any way on our loan.
Xx. Xxxxxxx X. Xxxxxxxx
March 24, 2003
Page 3
If the foregoing correctly sets forth the understanding between us, please
sign and return the enclosed copy of this Agreement.
Very truly yours,
APPLIED DIGITAL SOLUTIONS, INC.
By:
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Title:
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Read and Agreed to
this day of March, 2003.
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Xxxxxxx X. Xxxxxxxx
