EXHIBIT 10.9
AGREEMENT
AGREEMENT made as of the 25th day of January 2000 by and between Elgin
Technologies, Inc., a Delaware corporation (the "Company") e2 Electronics, Inc.,
a Delaware corporation ("EEI"), Logic Laboratories, Inc., a Delaware corporation
("Logic"), Xxxxxx Power Systems, Inc., a Delaware corporation ("Xxxxxx") and
Xxxxxxx Xxxxxxx of New York, New York ("Mosconi").
WHEREAS, EEI, Logic and Xxxxxx (collectively, the "Subsidiaries") are the
wholly owned subsidiaries of the Company; and
WHEREAS, Mosconi is the Company's President, Chief Executive Officer and
Chief Financial Officer and a member of the Company's board of directors; and
WHEREAS, Mosconi is an officer and a member of the board of directors of
each of the Subsidiaries; and
WHEREAS, Mosconi and the Company are parties to that certain Employment
Agreement dated as of October 10, 1997, pursuant to which the Company currently
employs Mosconi as its Chief Executive Officer (the "Employment Agreement"); and
WHEREAS, as of October 1, 1999 Mosconi has ceased to act in the above
referenced capacities with respect to the Company's day-to-day business
operations; and
WHEREAS, the Company, the Subsidiaries and Mosconi wish to provide for
Mosconi's resignation from such positions and for the termination of the
Employment Agreement.
NOW, THERFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Mosconi hereby resigns, and the Company and the Subsidiaries hereby
accept Mosconi's resignation, effective immediately, from:
a. The boards of directors of the Company and the Subsidiaries;
b. The positions of President, Chief Executive and Chief Financial
Officer of the Company; and
c. All other posts, positions, appointments and offices of the
Company and the Subsidiaries.
2. Effective immediately, the Employment Agreement is hereby terminated
and rendered null, void and of no further effect. Mosconi and the Company hereby
waive and release each other from any and all liability, obligation, duty or
responsibility thereunder,
past or future, accrued, pending or otherwise, including but not limited to the
restrictive covenants set forth in Paragraph 11 thereof.
4. The Company and the Subsidiaries hereby hereby waive, release and hold
Mosconi harmless, and Mosconi hereby waives, releases and holds the Company and
the Subsidiaries harmless, from and against any and all claims, actions or
choses in action that they or he may have against each other arising through the
date hereof.
5. Mosconi hereby covenants to the Company and the Subsidiaries that:
a. From and after the date hereof, he shall, to the extent that the
Company and its counsel determine in their reasonable discretion to be necessary
and appropriate, cooperate, aid and assist in the defense, prosecution and/or
discovery of any action, claim, litigation, administrative proceeding or
enforcement action now threatened or pending or hereinafter threatened, made,
brought or asserted by, against, involving or affecting the Company, the
Subsidiaries or any stockholder, officer, director or employee thereof which
arises or relates to facts or circumstances that occurred prior to the date of
this agreement, including but not limited to that certain action presently
pending in the Middlesex Massachusetts Superior Court entitled Inverness Corp.,
et at vs. Xxxxx x0, Inc., provided that the Company shall bear or reimburse
Mosconi for the reasonable costs and expenses of such cooperation, aid and
assistance;
b. Immediately after the execution of this agreement, he shall
either (i) assume the lease and all payments and other liabilities with respect
to that certain 1998 Lincoln Continental automobile presently in his possession
or (ii) return said automobile to the Company.
6. The Company and the Subsidiaries hereby covenant to Mosconi that:
a. From and after the date hereof, the Company and the Subsidiaries
shall indemnify and hold Mosconi harmless from and against any claim, action or
liability, including the reasonable costs and expenses of answering or defending
same, now pending or hereinafter made, threatened or asserted by any third party
or administrative or governmental agency, arising out of or directly in
connection with Mosconi having acted or served as an officer or director of the
Company or the Subsidiaries, including but not limited to that certain action
presently pending in the Middlesex Massachusetts Superior Court entitled
Inverness Corp., et al vs. Xxxxx x0, Inc.
b. From and after the date hereof, the Company and the Subsidiaries
shall indemnify and hold harmless Mosconi, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx and Key
International, Inc., a New Jersey Corporation (collectively, the "Guarantors"),
from and against any claim, loss or liability arising under or pursuant to
guarantees of payment and/or performance issued by the Guarantors, or any of
them, with respect to obligations of the Company and/or any of the Subsidiaries
to:
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(i) The State of Pennsylvania or any agency, bureau or department
thereof; and
(ii) Ascom Holding, Inc., a Delaware Corporation.
5. This agreement shall be binding upon the parties hereto and their
heirs, successors and assigns.
6. This agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to principles of
conflicts of law.
7. This agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and may only be amended or modified by a
writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have this day set their hands and seals:
ELGIN TECHNOLOGIES, INC. XXXXXXX XXXXXXX
/s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxx
------------------------------------ -------------------------------------
By: Xxxxxxx Xxxxx
Its: Interim Chief Executive Officer
E2 ELECTRONICS, INC. XXXXXX POWER SYSTEMS, INC.
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx
------------------------------------ -------------------------------------
By: Xxxxxxx Xxxxx By: Xxxxxxx Xxxxx
Its: Interim Chief Executive Officer Its: Interim Chief Executive Officer
LOGIC LABORATORIES, INC.
/s/ Xxxxxx Xxxxx
------------------------------------
By: Xxxxxxx Xxxxx
Its: Interim Chief Executive Officer
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