EX-10.21
TERMINATION AGREEMENT
TERMINATION AGREEMENT BETWEEN
PLATFORMS WIRELESS INTERNATIONAL CORPORATION
AND
XXXXXXXX X. XXXXXX
This Letter of Agreement shall govern the terms and conditions of Xx.
Xxxxxxxx Xxxxxx'x ("Xxxxxx") resignation from Platforms Wireless
International Corporation ("Platforms"), effective July 10th, 2001, as
mutually agreed between Xxxxxx and Platforms.
Xxxxxx has completed a full year of employment with Platforms and has
decided not to renew his option to continue on his contract for two
(2) additional years. After working on several international
projects, he has decided to return to his home in Montreal after an
absence of five years. At present, he is considering consultancy
work for various Telecommunications Providers and Manufacturers.
However, none of the new opportunities contemplated by Xxxxxx are in
any way similar and/or competitive with the Platforms Airborne
telecommunications ARC System.
ANNUAL BONUS -- Platforms hereby agrees to pay Xxxxxx'x annual bonus for
the fiscal year, June, 2000, to July, 2001, as per his Employment
Contract, in the form of a car, a Mercedes Benz E320, 2000 model,
which he is presently leasing. PWIC will continue to pay Xxxxxx'x
lease payments of $864.00 per month, until such time as PWIC is in a
better financial position. At that time, Platforms will "buy out"
the Mercedes lease agreement in its totality, including the lease
residual. From that point forward, Xx. Xxxxxx will own the vehicle
outright. A copy of the lease payment to Mercedes Benz financing will
be submitted by Xxxxxx for Platform's records.
PAST DUE SALARY - Platforms hereby agrees to pay Xxxxxx, as per his
Employment Contract, his monthly salary due for the months of May,
June, and July, 2001, for a total of $45,000.00.
COMPANY EXPENSES - Platforms hereby agrees to pay Xxxxxx his accrued
business-related expenses totaling $7,514.11. Expense reports for
these charges have been submitted. In addition, the month of July
payment for the vehicle, above, is $864.00, bringing the total
expenses due to Xxxxxx to $ 8,378.11.
PAYMENTS TO XXXXXX -- The above amounts due to Xxxxxx total $ 53,378.11.
This total amount will be paid according to the following schedule:
one payment immediately upon execution of this Letter of Agreement,
in the amount of $ 25,000.00, payable on July 18, 2001, represented
by City National Bank check number 504; one payment in the amount of
$28,378.11 payable on August 1, 2001, represented by City National
Bank check number 505. Xxxxxx hereby warrants that he will not cash
the second check until August 1, 2001, following a call to Platforms
CFO, Xxxxxxx Xxxxxx, to verify that Platforms can cover the check at
that time. In no event will the cashing of the subject check be
postponed beyond August 15, 2001.
PLFM STOCK TRANSACTIONS -- Platforms Wireless International Corporation
Common Stock Transactions contemplated under this Agreement are as
follows:
XXXXXXXX XXXXXX -- Platforms hereby agrees to issue Rule 144
Opinion Letters, as required, to remove the Rule 144 Restriction
Legend from Xxxxxxxx Xxxxxx'x 250,000 shares of Platforms common
stock, immediately following the anniversary date of her
employment with Platforms, that is November 28th, 2001.
XXXXXXX XXXXXX -- Platforms hereby agrees to issue Rule 144 Opinion
Letters, as required, to remove the Rule 144 Restriction Legend
from Xxxxxxx Xxxxxx'x 75,000 shares of Platforms common stock
immediately following the execution of this agreement.
XXXXXXXX XXXXXX -- Platforms hereby agrees to issue Rule 144
Opinion Letters, as required, to remove the Rule 144 Restriction
Legend from 500,000 shares of Platforms common stock registered
in the name of Xxxxxxxx Xxxxxx, on October 10, 2001.
XXXXXXXX XXXXXX -- Platforms hereby agrees to issue Rule 144
Opinion Letters, as required, to remove the Rule 144 Restriction
Legend from 1,000,000 shares of Platforms common stock
registered in the name of Xxxxxxxx Xxxxxx, on October 10, 2001.
XXXXXXXX XXXXXX -- Platforms hereby agrees to issue Rule 144
Opinion Letters, as required, to remove the Rule 144 Restriction
Legend from 1,000,000 shares of Platforms common stock
registered in the name of Xxxxxxxx Xxxxxx, on March 31, 2002.
XXXXXXXX XXXXXX -- Platforms hereby agrees to issue Rule 144
Opinion Letters, as required, to remove the Rule 144 Restriction
Legend from 1,000,000 shares of Platforms common stock
registered in the name of Xxxxxxxx Xxxxxx, on June 30, 2002.
Xxxxxx hereby warrants that he will promptly notify Platforms of his
intention to sell any large blocks of Platforms stock, (100,000
shares, or more) to allow the Company the opportunity to purchase the
stock, at the price on the date notified by Xxxxxx, or to private-
place the stock with individual investors. If Xxxxxx elects to sell
the stock on his own, he hereby warrants that he will do so
prudently, within the limitations of SEC regulatory guidelines for
Rule 144 Stock.
DOCUMENTS AND WORK PRODUCT RETURN WARRANTY -- Xxxxxx hereby represents and
warrants to Platforms that all documents and work product related to
his work at Platforms and on the ARC System will be retained by him
for the exclusive purpose of providing consultative support to
Platforms. All such documents and work product, while in possession
of Xxxxxx, shall be maintained securely and confidentially by him, in
compliance with the terms and conditions of the NDA, Non-compete, and
Non-circumvent Agreement on file with Platforms. Upon conclusion of
Xxxxxx'x consultative assignment with Platforms, or upon written
demand by the Company, Xxxxxx hereby agrees to forthwith return any
and all materials and documents related to his work for Platforms,
and/or related to the ARC System project.
TRANSITION SUPPORT AND NON-COMPETE, NON-CIRCUMVENT COVENANT -- In exchange for
the considerations granted to Xxxxxx by Platforms under the terms
and conditions of this Letter of Agreement, Xxxxxx agrees to: (i)
cooperate with and support Platforms, on a reasonable basis, during
the transition period after his departure, for a period of ninety
(90) days. Any support required by Platforms beyond a reasonable
level of occasional support, shall be extended by Xxxxxx in
accordance with the terms and conditions of a Platforms / Xxxxxx
Consultancy Agreement; (ii) authorize Platforms to continue the use
of his name and photographs on the Company literature for a period of
six months, following the effective date of this Agreement.
Furthermore, Xxxxxx agrees and represents and warrants to Platforms,
that, in exchange for the considerations granted by Platforms to him
under the terms and conditions of this Agreement, he will not become
involved with, directly, indirectly, or in any consultative capacity,
with any company involved or planning to become involved with the
development, manufacturing, and/or marketing of any products or
services that are similar and/or competitive to the existing
Platforms products, more specifically the ARC Airborne Cellular
Systems, for a period of TWELVE (12) MONTHS from the effective date
of this Agreement.
CONSULTANCY AGREEMENT -- Xxxxxx agrees to develop and consider a
"Consultancy Agreement," proposal to provide Platforms with the
opportunity to use his services and maintain the continuity of his
support, at industry-competitive consultative hourly rates.
NON-DISPARAGEMENT -- Xxxxxx and Platforms hereby agree to a mutual non-
disparagement covenant, under which both Parties agree to refrain
from making any derogatory or critical statements about each other,
directly or indirectly, verbally or in written form.
FULL SETTLEMENT AND RELEASE COVENANT - This Agreement and the compliance
with its terms and conditions fully settles and forever releases and
discharges any and all claims between the Parties. Xxxxxx hereby
asserts that the compliance with the terms and conditions set forth
in this Agreement by Platforms fully settle, release, and forever
discharge Platforms from all and any claims he may have against
Platforms. Platforms hereby asserts that the compliance with the
terms and conditions set forth in this Agreement by Xxxxxx fully
settle, release, and forever discharge Xxxxxx from any and all claims
Platforms may have against Xxxxxx.
REFERENCES -- Platforms agrees to provide Xxxxxx with excellent
references, as required.
SEVERABILITY -- If any portion of this Agreement shall be determined to
be illegal, invalid or unenforceable by a court of competent
jurisdiction, the remaining sections and portions of this Agreement
shall, nevertheless, remain in full force and effect, with any such
illegal, invalid or unenforceable portion being deemed deleted.
ASSIGNMENT -- Other than as provided herein, neither this Agreement nor
any of the rights, interests, or obligations hereunder shall be
assigned by any of the parties hereto without the prior written consent
of the other party.
SURVIVAL -- The covenants, agreements, representations and warranties
contained herein shall survive the closing of the transaction
contemplated by this Agreement.
NOTICES -- All notices or other communications provided for herein shall
be in writing and shall be deemed validly given, when delivered
personally or sent by registered or express mail, postage prepaid, and,
pending the designation of a different address, addressed as follows:
(1) If to Platforms
Platforms Wireless International Corporation
Xx. Xxxxxxx Walworth Xxxxx
Vice President and Corporate Counsel
0000 X. Xxxxxxxxx Xxxxxxxxx - Xxxxx 000
Los Angeles, California 90045
U.S.A
(2) If to Xxxxxx
Xx. Xxxxxxxx X. Xxxxxx
X.X. Xxx # 00
Xxxxxxxxxxxx, Xxxxxx
Xxxxxx, X0X 0X0
(3) Service of Notice
Service of any such notice so made by mail shall be deemed
completed on the day of actual delivery as shown by the
addressee's certification receipt or at the expiration of the
third (3rd) day after the date of mailing, whichever is earlier
in time. Any party hereto may, from time to time, by notice in
writing to the other party hereto as aforesaid, designate a
different mailing address or a different person to whom all
such notices or demands are thereafter to be addressed.
GOVERNING LAW -- This Agreement shall be governed by, and enforced and
interpreted in accordance with, the laws of the State of California
which are applicable to contracts executed and performed in said State.
DESIGNATED FORUM FOR DISPUTE RESOLUTION -- Any litigation or other legal
proceeding arising out of or related to this Agreement shall be
instituted, maintained, heard and decided exclusively in any court of
competent jurisdiction in Los Angeles County, California, and the
parties hereto irrevocably submit to jurisdiction and venue in such county.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
July 18, 2001, effective as of July 10, 2001.
"PLATFORMS"
PLATFORMS WIRELESS INTERNATIONAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman & CEO
"XXXXXX"
XXXXXXXX XXXXXX
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
