Exhibit 10.1
SEPARATION AND RELEASE AGREEMENT
--------------------------------
This separation and release agreement (the "Agreement") is entered into as
of the nineteenth day of December, 2005, by and among Teletouch Communications,
Inc. ("Teletouch") and J. Xxxxxx Xxxxxx (the "Individual"). (Teletouch and any
and all of its direct and indirect, present and former, subsidiaries are
hereafter referred to jointly and severally as the "Company.")
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Individual has been employed by Teletouch since November 8,
1998, and is party to an Employment Agreement dated April 1, 2002 which was
amended on November 17, 2004 and extended until April 1, 2006 (the "Employment
Agreement"); and
WHEREAS, the Company has contracted to sell its paging operations; and
WHEREAS, Teletouch is taking broad-based action to reduce its overhead and
downsize its management team in anticipation of the sale; and
WHEREAS, Teletouch and the Individual have agreed that the Individual's
services will no longer be required in the day to day operations of Teletouch;
and
WHEREAS, as immediately preceding the execution of this Agreement, the
Individual served Teletouch as a Director on its Board of Directors, President,
Chief Operating Officer, Chief Financial Officer and Assistant Secretary; and
WHEREAS, the Individual and the Company desire to provide for the
Individual's resignation from the Board of Directors, the termination of his
employment agreement with Teletouch and his separation from the Company; and
WHEREAS, the Individual and the Company desire to resolve amicably any and
all claims between the Individual, on the one hand, and the Company on the other
hand; and
WHEREAS, the Individual and the Company wish to enter into this Agreement
to terminate, nullify and supersede all prior arrangements among the parties
with respect to this matter and to resolve any and all claims and controversies
that either party may have with or against the other.
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants contained below and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and intending to be legally
bound, the parties hereto agree as follows:
1. Termination of Employment. Effective December 20, 2005 (the
"Termination Date"), the Individual has (i) ceased to be employed by Teletouch
and (ii) resigned as a member of the Board of Directors and as an officer of
Teletouch, and (iii) as a director, officer and employee of each and every
wholly-owned or partially-owned, direct or indirect subsidiary of the Company.
The parties hereto waive any advance notice requirements that may be applicable
under any and all agreements between and among the Individual and the Company to
any termination of the Individual's employment.
2. Separation Payment. Teletouch will pay the Individual or will cause
the Individual to be paid over time at the annual rate of $240,000 through June
1 , 2006, or $109,846.15 in total, less any and all applicable taxes and other
withholdings, and deductions for copayment for health care insurance referenced
in Section 4 below, as consideration for entering into this Agreement. Such
separation payments (which represent the continuation of the Individual's salary
through June 1, 2006) will be paid to the Individual over time in pro rata
payments determined in a manner consistent with the Company's existing payroll
policies and practices. The separation payments will commence on the "Release
Effective Date" (as defined in the General Release attached hereto as Exhibit A)
and will terminate on May 31, 2006.
3. Compensation Through Termination Date. The Individual has previously
received all compensation owed to him by the Company through the Termination
Date except for salary accrued and unpaid from the last payroll disbursement
date and through the date hereof, and no additional amounts shall be payable
therefor except for the accrued and unpaid salary for such partial payroll
period which amount shall be paid to Individual on the payroll disbursement date
next following the date of this Agreement. The Individual will not be entitled
to any bonus, pro rata or otherwise, that has not been already paid to the
Individual.
4. No Further Company Benefits. The Individual will not be entitled to
participate in any employee or fringe benefit plan of the Company for any period
after the Termination Date; provided that the Company will continue to provide
to the Individual those medical insurance benefits currently being provided to
the Individual (subject to the existing monthly payroll deductions for such
benefits) until the earliest of December 31, 2006, the date of termination of
the plan under which those benefits are provided or the date that the provision
of those benefits would be precluded by law or contract. Notwithstanding the
foregoing, the Individual may elect continuation of coverage under the Company's
health plan in accordance with the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended, and the terms of such plan.
5. Stock Options. The options to purchase shares of Teletouch Common
Stock, par value $.001 per share ("Common Stock") granted to the Individual that
remain outstanding as of the Termination Date will be vested and exercisable for
a period until December 31, 2006, if and only if, the Individual complies with
all the terms and conditions of this Agreement through December 31, 2006. If the
options are not exercised prior to December 31, 2006 or if the Individual fails
to comply with all the terms and conditions of this Agreement through the
earlier of their exercise or December 31, 2006, the options will be forfeited in
accordance with the terms and conditions set forth in the underlying stock
option plans, grants and agreements. For the avoidance of doubt, the Individual
and the Company agree that the description of such outstanding options,
including without limitation the number of shares, exercise price, vested
status, forfeiture status and exercise periods for each such option, are
accurately set forth in Exhibit B hereto.
6. Business Expenses. The Individual will not be entitled to any further
business expense reimbursements from the Company unless the Individual has
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submitted an expense reimbursement request to the Company prior to his execution
of this Agreement. Notwithstanding the foregoing, the Individual will be
entitled to be reimbursed, upon the Effective Date, in the amount of any good
faith deposit or expenditure that he made using his personal funds to any
financial institution or adviser in an effort to obtain financing for the
Company's two-way radio business provided that the same does not exceed $17,000
in the aggregate.
7. Acknowledgement. The Individual acknowledges that the only
compensation and benefits to which he will be entitled from the Company or from
any other person or entity but arising by virtue of his employment by the
Company are set forth in this Agreement. The Individual further acknowledges
that he is not entitled to any other compensation from the Company, whether
under the Employment Agreements or otherwise.
8. General Releases. In consideration of the commitments made by the
Company under this Agreement, and the release of the Individual from Claims (as
defined below) set forth in this Section 8, the Individual will execute the
General Release attached hereto as Exhibit A.
In addition, Teletouch, for itself and on behalf of the Company,
irrevocably, unconditionally, fully, and forever releases and discharges the
Individual, together with his heirs, executors, administrators, attorneys,
personal representatives, family members, successors, and assigns (collectively,
the "Individual Released Parties"), from any and all manner of claims, claims
for relief, demands, proceedings, suits, debts, dues, accounts, bonds,
covenants, contracts, agreements, judgments, charges, losses, actions, and
causes of action, of any kind or description whatsoever, known or unknown,
contingent or accrued ("Claims"), that Teletouch and its agents, subsidiaries
and affiliates (collectively, the "Teletouch Parties") now have, have had or may
have against any Individual Released Party of any kind with respect to any
cause, matter, fact, circumstance, event, agreement, or otherwise arising out
of, relating to or resulting from the breach or alleged breach of any
representation or warranty by the Individual in the Employment Agreement, the
breach or alleged breach of any fiduciary duty of disclosure owed by the
Individual to the Company or its Board of Directors in connection with the
negotiation, execution and/or authorization of the Employment Agreement, or any
further obligation otherwise owing under the Employment Agreement following the
execution of this Agreement (the "Released Matters"). It is understood that
nothing herein is to be construed as an admission on behalf of the Individual
Released Parties of any wrongdoing with respect to the Teletouch Parties or
under the Employment Agreement, any such wrongdoing being expressly denied by
the Individual Released Parties.
The Teletouch Parties affirm that they have not filed, and agree, to the
maximum extent permitted by law, not to initiate or cause to be initiated on
their behalf, any Claim, against the Individual Released Parties before any
federal, state, or local agency, court, or other body (including arbitral
bodies) relating to the Released Matters.
9. Non-Competition. Until April 1, 2009, the Individual will not, within
any state in which the Company is duly qualified to do business, or in any state
in which the Company is then providing services or marketing its services (or
engaged in active discussions to provide such services), or within a one hundred
(100) mile radius of any such state, directly or indirectly own any interest in,
manage, control, participate in, consult with, render services for, or in any
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manner engage in any business that competes with any existing business of the
Company (unless the Board of Directors of Teletouch authorizes such activity and
the Company consents thereto in writing); provided however that this covenant
shall not preclude the Individual from operating any business that Individual
may hereafter purchase or license from Teletouch. Investments in less than five
percent of the outstanding securities of any class of a corporation subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, will not be prohibited by this Section 9(a). For purposes
of this Agreement, business of the Company shall mean providing
telecommunications services, including but not limited to paging services,
two-way radio services and GPS telemetry products and systems for wireless data
transmission, throughout the United States. At the option of the individual and
so long as the Individual shall have executed the general release attached
hereto as Exhibit A, the Individual's obligations under this Section 9 shall be
suspended during any period in which the Company fails to pay him the separation
payment required to be paid to him pursuant to this Agreement.
10. No-Hire and Non-Solicitation. For 18 months after the Effective Date
and absent the prior written consent of the Company, the Individual will not (a)
knowingly directly or indirectly through another entity induce or otherwise
attempt to influence any employee of the Company to leave the Company's employ,
(b) knowingly directly or indirectly hire or cause to be hired or induce a third
party to hire, any such employee (unless the Teletouch Board of Directors shall
have authorized such employment and Teletouch shall have consented thereto in
writing) or (c) knowingly induce or attempt to induce any customer, supplier,
distributor, licensee or licensor of the Company to cease doing business with
the Company.
11. Intellectual Property. The Individual warrants and represents that,
during his employment with the Company, he has not made any "Inventions" (as
defined below) that relate to the Company or its business, that he has not
already assigned to the Company in writing (previously or as provided below) or
that are not already owned by the Company by operation of law. The Individual
understands that all copyrightable Inventions that he made during his employment
with the Company, if any, that relate to the Company or its business are "works
made for hire" within the definition of the Copyright Act and are the property
of the Company (to the greatest extent permitted by applicable law). To the
extent that any Inventions that the Individual made during the Individual's
employment with the Company that relate to the Company or its business are not
owned by the Company by operation of law, the Individual hereby assigns to the
Company all of his right, title and interest in and to such Inventions,
including without limitation all patent, copyright, trade secret and other
intellectual property rights. The Individual agrees to take all actions
reasonably requested by the Company, including without limitation signing
assignments and other documents, to confirm, record and defend the Company's
sole ownership of such Inventions and to give effect to the foregoing
provisions, all at the Company's sole cost and expense. "Inventions" means
inventions, product improvements, new products and processes, patents,
copyrights, trade secrets, trademarks, software, and works of authorship, and
all files and records related thereto, relating to the business of the Company.
12. Confidential Information. The Individual acknowledges that, during his
employment with the Company, the Individual was privy to all types of
information that the Company considers proprietary and/or confidential
("Confidential Information"). Such Confidential Information includes, without
limitation: marketing practices, pricing practices, profit margins, design
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specifications, analytical techniques, trade secrets, technical information,
operation plans and techniques; customer lists and contact information; customer
preferences; product, services, and supply costs; financial information;
distributor information and costs; business plans and strategies; business
contract terms and practices; trade secrets; and other intellectual property; in
each case belonging to the Company. Confidential information shall not include
(i) any information that is or becomes readily available in the public domain,
(ii) any information that comes into possession of the Individual from a third
party (so long as the party providing such information to the Individual is not
in breach of any confidential obligation) or (iii) is revealed or disclosed as
part of or resulting from any court or other legal proceeding. The Individual
acknowledges that the Confidential Information is important to the Company and
its business, and the need for the Company to keep such information
confidential. Consequently, the Individual will hold in the strictest of
confidence, and not use, permit others to use, reproduce, or otherwise disclose
to any third party, the Confidential Information (as long as such information
remains proprietary and/or confidential) for a period of five years from the
date of this Agreement. The Individual represents and warrants that he has
returned to Teletouch all copies of all Confidential Information that were in
his possession.
13. Non-Disparagement. The Individual will not disparage, portray in a
negative light, or take any action that is intended to disparage or portray in a
negative light the Company (including the Company's officers, directors or
employees, stockholders (in their capacity as such) or subsidiaries)
(collectively the "Company Parties")), whether such disparagement, portrayal,
communication or action is made publicly or privately, including without
limitation, in any and all interviews, oral statements, written materials,
electronically-displayed materials, and materials or information displayed on
Internet-related sites.
Similarly, the Company Parties will not disparage, portray in a negative
light, or take any action that is intended to disparage or portray in a negative
light the Individual Released Parties, whether such disparagement, portrayal,
communication or action is made publicly or privately, including without
limitation, in any and all interviews, oral statements, written materials,
electronically-displayed materials, and materials or information displayed on
Internet-related sites.
Notwithstanding anything in this Section 13 to the contrary, neither the
Individual nor the Company Parties will be prevented from making statements
required by law or that such person is advised by counsel should be made or are
appropriate to make in any proceeding to which such person is a party and which
such person believes are truthful and are supportable by evidence, including
complying with any court order, subpoena, or government investigation, or from
complying with the requirements of any applicable law or common law duty.
14. Cooperation. If deemed necessary by Teletouch, on advice of counsel,
the Individual will reasonably assist and cooperate with the Company (and its
directors, agents, and attorneys) in all respects in connection with the conduct
of any pending, expected or future action, proceeding, internal investigation,
governmental or regulatory investigation or inquiry (including without
limitation the Securities and Exchange Commission ("SEC") or the American Stock
Exchange("AMEX")), civil or administrative proceeding, arbitration, or
litigation or audit involving the Company or any of its affiliates with respect
to the time during which Individual was an employee, officer or director of
Teletouch and relating to the Individual's responsibilities or activities as an
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employee of either of them, including, without limitation, any such action,
proceeding, investigation, arbitration, or litigation in which the Individual is
called to testify, and the Individual will promptly respond to all reasonable
requests by the Company relating to information that may be in the Individual's
possession or under his control but not to the extent he has returned such
information to the Company pursuant to Section 15. This obligation will exist
regardless of whether the Company or any of its affiliates is named as a party
to any action, proceeding, investigation, arbitration, or litigation. The
Individual will perform all acts and execute and deliver all documents that may
be reasonably necessary to fulfill the obligations created by this Section 14 at
the Company's cost and expense. Teletouch will promptly reimburse the Individual
for any reasonable out-of-pocket and travel expenses incurred by him in
connection with the fulfillment of his obligations under this Section 14,
provided that expenses in excess of $2,000 must be approved by Teletouch, in
writing, prior to the Individual incurring the expense. It is agreed that (i)
Teletouch will provide the Individual with reasonable advance notice regarding
these activities, and (ii) any requests made hereunder by Teletouch will be made
in good faith and will not unreasonably interfere with the Individual's duties
to any subsequent employer or his other business interests. The Individual shall
have no obligation hereunder if the Company refuses to or fails to reimburse the
Individual without reasonable basis within 30 days of providing receipts to the
Company. Without limiting the generality of the foregoing, the Individual will,
at the written request of Teletouch, render such certifications required for any
period in which the Individual was a director or officer of the Company as may
be required by the independent auditors or accountants of the Company, under
applicable law or under the rules of the SEC or AMEX or under the standards,
customs or practices of such independent auditors or accountants.
15. Return of Company Property. Within five (5) days of the effectiveness
of this Agreement, the Individual will deliver to the Chief Executive Officer of
Teletouch (or pursuant to the written directions of the Chief Executive Officer
of Teletouch), and not keep in his possession, recreate, or deliver to any other
person or entity, any and all property that belongs to the Company, including,
without limitation, computer hardware and software, electronic equipment, keys
and identification cards, records, data, files, customer and client lists or
information, notes, reports, correspondence, financial information, other
documents, and confidential and/or proprietary information, including any and
all copies of the foregoing and both paper and electronically-stored copies of
the foregoing (the "Company Items"). Notwithstanding the foregoing the
Individual may purchase the laptop computer and accessories that previously has
been made available to him by the Company for the net book value at which it is
carried in the financial records by the Company.
16. Sale of Company's Assets. The Individual and the Company agree that no
written or oral agreement exists between them that contemplates the purchase or
sale of any of the Company's assets at this time or at any time in the future.
17. Judicial Modification. The parties hereto agree that the provisions of
this Agreement are severable and that it is the intent of the parties hereto
that the restrictions contained in this Agreement be enforced to the fullest
extent permissible under the laws of each jurisdiction in which enforcement is
sought. If any of the restrictions contained in this Agreement are for any
reason held by a court to be excessively broad as to duration, activity,
geographical scope, or subject, then such restrictions will be construed,
judicially modified, or "blue penciled" in such jurisdiction so as to thereafter
6
be limited or reduced to the extent required to be enforceable in such
jurisdiction in accordance with applicable law. If any of the restrictions
contained in this Agreement are held to be invalid, illegal, or unenforceable in
any respect under any applicable law in any jurisdiction, then such invalidity,
illegality, or unenforceability will not affect any other provision of this
Agreement or any other jurisdiction, but such restrictions will be reformed,
construed, and enforced in such jurisdiction as if such invalid, illegal, or
unenforceable restrictions had never been contained in this Agreement.
18. Injunctive, Equitable and Other Relief. Each party acknowledges that
the remedy at law for its breach of any provisions of this Agreement may be
inadequate, and that the damages flowing from such breach may not be susceptible
to being measured in monetary terms. Accordingly, upon a violation of any part
of this Agreement, each party will be entitled to apply for immediate injunctive
relief (or other equitable relief) and may obtain a temporary order restraining
any further violation. Nothing in this Section 18 will be deemed to limit a
party's remedies at law or in equity that may be pursued or availed of by it for
any breach by the other parties of any part of this Agreement.
19. Effectiveness of this Agreement. This Agreement will not become
effective until signed by all parties and thereafter only on the "Release
Effective Date" (as defined in the General Release attached hereto as Exhibit
A).
20. Forum Selection. Any dispute or controversy under or related to this
Agreement will be resolved in the state courts of Delaware, and the parties
hereto submit to the personal jurisdiction of such courts. Claims may also be
brought in federal or state courts in Delaware. Notwithstanding the foregoing,
an action by the Company to enforce the restrictions and/or obligations
contained in Sections 9 through 15 above may be brought by the Company within
any court having proper jurisdiction.
21. Entire Agreement. This Agreement contains the entire agreement between
the Individual and the Company with respect to the subject matter of this
Agreement, and supersedes any and all prior agreements and understandings,
whether formal or informal, oral or written, between the Company and the
Individual with respect to the subject matter of this Agreement, including
without limitation the Employment Agreement between the Individual and Teletouch
Communications, Inc. For the avoidance of doubt, the Employment Agreement is
declared null and void, and, in any event, is terminated by this Agreement.
22. Waiver. No waiver by any party hereto of the breach of any term or
covenant contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, will be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of any other term or covenant
contained in this Agreement. Any waiver hereunder must be in writing and signed
by the party granting such waiver.
23. Successors and Assigns. This Agreement, and the rights and obligations
of the Individual and the Company under this Agreement, will inure to the
benefit of, and will be binding upon, the Individual and his heirs, the Company
and its successors and assigns. This Agreement, and the rights and obligations
under this Agreement, may not be assigned by the Individual or Teletouch
(including by operation of law). This Agreement is not made for the benefit of
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any person, firm, corporation or other entity or individual, other than the
parties hereto, the Individual Released Parties and the Teletouch Released
Parties (as defined in Exhibit A).
24. Notices. All notices required by this Agreement will be in writing,
and will be deemed to have been duly delivered when delivered in person, when
mailed via certified mail, return receipt requested, when mailed via recognized
overnight courier (e.g., FedEx), or one business day after being sent via
confirmed facsimile or e-mail as follows:
If to the Company:
Teletouch Communications, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxx 00000
Attention: Chief Executive Officer
Phone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxx.xxxx@xxxxxxxx.xxxxxxxxx.xxx
With a copy to:
Xxxxx X. Xx Xxxxxxx, Esq.
Cozen X'Xxxxxx
0000 X Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
E-mail: xxxxxxxxxx@xxxxx.xxx
or to such other address as a party hereto specifies in writing in accordance
with this Section 24.
25. No Representations or Other Inducements. Both the Individual and
Teletouch acknowledge that the other parties have not made any representations
or warranties to the Individual or Teletouch, as applicable, concerning the
terms, enforceability, or implications of this Agreement and that none has
provided any inducement for the other to execute this Agreement other than the
consideration referred to herein.
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26. Governing Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to its
conflict of laws principles.
27. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed will be deemed to be an original, and
such counterparts will, when executed by the parties hereto, together constitute
but one agreement.
28. Acknowledgement; Representations. The Individual and Teletouch
represent and warrant that (a) he and they have carefully read and fully
understand the terms of this Agreement, (b) he and they have had the benefit of
advice and assistance of counsel with respect to the terms and conditions of
this Agreement, or have voluntarily decided to forego the right to seek such
advice and assistance, and (c) he and they knowingly and voluntarily, of his and
its own free will and without any duress, and after due deliberation, accept the
terms and conditions of this Agreement and sign the same as his and its own free
act for the purpose of making full compromise and settlement of all claims.
Teletouch hereby represents and warrants to the Individual that (i) the
execution, delivery and performance of this Agreement by them have been approved
by all necessary corporate and Board of Directors or Board of Governors action,
and do not and shall not conflict with, breach, violate or cause a default under
any material contract, agreement, instrument, order, judgment or decree to which
it is a party or by which they are bound and (ii) upon the execution and
delivery of this Agreement by all parties hereto, this Agreement shall be the
valid and binding obligation of it, enforceable in accordance with its terms.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the day and year first written above.
TELETOUCH COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxx, Xx.
Name: Xxxxxx X. Xxxx, Xx.
Title: CEO
INDIVIDUAL
/s/ J. Xxxxxx Xxxxxx
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EXHIBIT A -- GENERAL RELEASE
FOR AND IN CONSIDERATION OF the Agreement to which this General Release is
attached, I, J. Xxxxxx Xxxxxx, agree, on behalf of myself and my heirs,
executors, administrators, and assigns, to release, discharge, hold harmless and
covenant not to xxx, Teletouch Communications, Inc. ("Teletouch"), its present
and former, direct and indirect subsidiaries (collectively, the "Company
Released Parties") from any and all manner of actions and causes of action,
suits, debts, dues, accounts, bonds, covenants, contracts, agreements,
judgments, charges, claims, and demands whatsoever ("Losses") that I and my
heirs, executors, administrators, and assigns have, or may hereafter have,
against the Company Released Parties or any of them arising out of or by reason
of any cause, matter, or thing whatsoever from the beginning of the world to the
date hereof, including without limitation, my employment by the Company and the
cessation, termination and resignation thereof, my employment agreement with
Teletouch (dated April 1, 2002 as amended April 1, 2005), my service as director
for the Company and the cessation thereof, and all matters arising under any
federal, state, or local statute, rule, or regulation, or principle of contract
law or common law, including but not limited to, the Fair Labor Standards Act of
1938, as amended, 29 U.S.C. xx.xx. 201 et seq., the Family and Medical Leave Act
of 1993, as amended, 29 U.S.C. xx.xx. 2601 et seq., the Worker Adjustment and
Retraining Notification Act of 1988, as amended, 29 U.S.C. xx.xx. 2101 et seq.,
the National Labor Relations Act of 1935, as amended, 29 U.S.C. xx.xx. 151 et
seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. xx.xx.
2000e et seq., the Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C. xx.xx. 621 et seq. (the "ADEA"), the Americans with Disabilities Act of
1990, as amended, 42 U.S.C. xx.xx. 12101 et seq., the Employee Retirement Income
Security Act of 1974, as amended, 29 U.S.C. xx.xx. 1001 et seq., and any other
equivalent federal, state, or local statute.
I represent and warrant that I fully understand the terms of this General
Release, that I have had the benefit of advice of counsel or have voluntarily
decided not to seek such advice, and that I knowingly and voluntarily, of my own
free will, without any duress, being fully informed, and after due deliberation,
accept its terms and sign the same as my own free act. I understand that as a
result of executing this General Release, I will not have the right to assert
that the Company violated any of my rights in connection with my employment.
I affirm, and agree, to the maximum extent permitted by law, not to
initiate or cause to be initiated on my behalf, or to pursue or cause to be
pursued on my behalf, any complaint, charge, claim, or proceeding against the
Company Released Parties before any federal, state, or local agency, court, or
other body relating to my employment and/or the cessation thereof, and agree, to
the maximum extent permitted by law, not to participate voluntarily in such a
proceeding. However, nothing in this General Release will preclude or prevent me
from filing a claim with the EEOC that challenges the validity of this General
Release solely with respect to my waiver of any Losses arising under the ADEA.
I acknowledge that I have twenty-one days in which to consider whether to
execute this General Release, but hereby waive such period to the fullest extent
permitted by law. I understand that I have the right to seek legal counsel. I
understand that upon my execution of this General Release, I will have seven
days after such execution in which I may revoke my execution of this General
Release. In the event of revocation, I must deliver written notice of such
revocation to the Chief Executive Officer of Teletouch at 0000 Xxxxxxxxx Xxxxx,
Xxxxx, Xxxxx 00000 (facsimile: 903-595-8850). I understand that the notice of
revocation must be received at this addresses or fax number within such
seven-day period. If seven days pass without receipt of such written notice of
revocation as provided herein, then this General Release will become binding and
effective on the eighth day (the "Release Effective Date") without any further
action by me or any Released Party.
This General Release will be governed by the laws of the State of Delaware
without giving effect to its conflict of laws principles.
/s/ J. Xxxxxx Xxxxxx Date: 12/20/05
NOTARIZED DOCUMENT
STATE OF TEXAS
COUNTY OF XXXXX
DATE: 12/20/05
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EXHIBIT B - STOCK OPTIONS
Options Options
Outstanding Options Forfeited
Date of on Vested on on Expiration Date Exercise
Option Resignation Resignation Resignation for Vested Price of
Title of Security Grant Date Date Date Options Options
--------------------- ------------ ------------ ------------ ------------ ------------------ ----------
Non Qualified Stock
Option issued in
connection with
employment as CFO 11/9/1998 50,000 50,000 - December 31, 2006 $0.240000
--------------------- ------------ ------------ ------------ ------------ ------------------ ----------
Non Qualified Stock
Option issued in
connection with
employment as CFO 12/1/2000 100,000 100,000 - December 31, 2006 $0.240000
--------------------- ------------ ------------ ------------ ------------ ------------------ ----------
Non Qualified Stock
Option issued in
connection with
employment as
President 12/17/2001 333,333 333,333 - December 31, 2006 $0.282000
--------------------- ------------ ------------ ------------ ------------ ------------------ ----------
Non Qualified Stock
Option issued in
connection with
Employment
Agreement dated
April 1, 2002 9/1/2002 166,667 166,667 - December 31, 2006 $0.333000
--------------------- ------------ ------------ ------------ ------------ ------------------ ----------
