EXHIBIT 10.3
AGREEMENT
This Agreement ("Agreement") is made and entered into this 27TH day of November
2001, by and between Xxxxxxx X. Xxxxxxx ("Xxxxxxx") and Active IQ Technologies,
Inc. (AIQ).
RECITAL
Xxxxxxx and AIQ have entered into a three-year employment agreement dated May 1,
2001, ("The Employment Agreement") and the parties now mutually agree to modify
the terms of that agreement.
AGREEMENT
1. Resignation. Xxxxxxx shall resign from his positions as Chief Executive
Officer and Chief Financial Officer effective December 1, 2001. Xxxxxxx
agrees to continue as Chairman of the Board of Directors of the company
for the remainder of his term.
2. Cancellation of Employment Agreement. In return for the following
consideration Xxxxxxx and AIQ agree to cancel the three-year employment
agreement.
x. Xxxxxxx'x current salary and benefits shall be paid through
December 31, 2001.
b. On January 2, 2002 Xxxxxxx shall be paid the $250,000 payment
described in paragraph 4 (c) of The Employment Agreement as a
lump-sum consulting fee paid to Xxxxxxx Company, LLC. Xxxxxxx
agrees to continue as member of the board of directors to
provide continuing consulting services as may be requested by
the company for a two year period following this agreement.
c. AIQ and Xxxxxxx agree all options currently outstanding shall
be fully-vested and the exercise period shall be extended to
December 1, 2006.
d. The current office space utilized by Xxxxxxx shall be made
available until February 28, 2002.
e. Press release shall be approved by both parties.
3. Mutual release and Satisfaction. The parties agree that upon payment of
the amount described in 2 (b) any and all claims as of January 2, 2002
shall deemed to be satisfied.
Agreed to:
/s/ D. Xxxxxx Xxxx /s/ Xxxxxxx X. Xxxxxxx
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Active IQ Technologies, Inc. Xxxxxxx X. Xxxxxxx
Its President
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