EXHIBIT 10.01
BUY-OUT AGREEMENT
THIS BUY-OUT AGREEMENT (this "Agreement") is made and entered into, as
of this 30 day of December, 2003 (the "Effective Date"), by and between Matrixx
Initiatives, Inc. (formerly Gum Tech International, Inc.) ("Matrixx") and Xxxx
Xxxxx ("Xxxxx"), who are collectively referred to herein as the "Parties."
RECITALS
X. Xxxxx was formerly employed by Mattrix and is currently a Consultant
to Matrixx pursuant to that certain Consulting Agreement, dated June 2, 2000
(the "Consulting Agreement").
B. The Parties desire to terminate the consulting relationship and
release Matrixx of any future obligations to Xxxxx.
AGREEMENT
In consideration of the foregoing recitals and the covenants and
conditions contained herein, each of the Parties, intending to be legally bound,
agrees as follows:
1. Payment from Matrixx.
Matrixx shall pay to Xxxxx the sum of $250,000.00 within one week of
the execution of this Agreement, which Xxxxx agrees to accept as full payment
for his services under the Consulting Agreement and for the agreements contained
in this Agreement. This amount is in addition to a $12,500.00 payment due for
services in December 2003.
2. General Release.
Xxxxx and all persons or entities claiming by or through him,
including, without limitation, his heirs, partners, representatives, employees,
agents, insurers, associates, affiliates, administrators, attorneys, successors
and assigns, hereby forever and fully release, waive, and discharge Matrixx and
all persons or entities claiming by or through Matrixx, including, without
limitation, its respective officers, directors, partners, representatives,
employees, agents, shareholders, affiliates, insurers, associates, predecessors-
or successors-in-interest, administrators, attorneys, successors and assigns,
from any claim, duty, obligation or cause of action of any kind or nature
whatsoever, whether known or unknown, suspected or unsuspected, related to or
arising out of or with respect to Xxxxx'x previous employment with Matrixx
and/or the Consulting Agreement.
3. Continuing Obligations.
The Consulting Agreement is hereby terminated, provided, however, that
for so long as Xxxxx has any confidential and/or proprietary information of
Matrixx,* Xxxxx agrees to maintain the confidentiality of such information and
otherwise remain obligated under the terms of Section 7 of the Consulting
Agreement. In addition,* Xxxxx acknowledges Matrixx's ownership
* As it pertains to Nicotine gum. (XX - XX)
of the *intellectual property and other assets as set forth under Sections 7,
9, 10 and 11 of the Consulting Agreement and agrees to remain obligated under
the terms of such sections.
4. Voluntary Execution of Agreement.
This Agreement is executed voluntarily and without any duress or undue
influence on behalf of any Party, with the full intent of releasing all claims
released herein. Each of the Parties acknowledges that it has been, or has been
given the opportunity, to be represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of its own choice, it understands
the terms and consequences of this Agreement and of the releases contained
herein, and it is fully aware of the legal and binding effect of this Agreement.
5. General Provisions.
5.1 Governing Law. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Arizona.
5.2 Successors and Assigns. Each of the terms,
provisions, and obligations of this Agreement shall be binding upon, shall inure
to the benefit of, and shall be enforceable by the Parties and their respective
legal representatives, successors and assigns.
5.3 Interpretation. This is a mutually prepared document
and the language in all parts of this Agreement shall be in all cases construed
simply according to its fair meaning and not strictly for or against any party.
5.4 Integration. This Agreement sets forth the entire
agreement between the Parties with regard to the subject matter of this
Agreement. All prior and contemporaneous conversations, negotiations, covenants,
and warranties with respect to the subject matter of this Agreement are
superseded by this Agreement. This is an integrated agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below,
Dated: 12/30/03 MATRIXX INITIATIVES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: EVP & CFO
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Dated: 12/31/03 /s/ Xxxx Xxxxx
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Xxxx Xxxxx
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